10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2014

or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from                 to               

COMMISSION FILE NUMBER 001-35287

ROUSE PROPERTIES, INC.

(Exact name of registrant as specified in its charter) 

Delaware	90-0750824
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

1114 Avenue of the Americas, Suite 2800, New York, NY	10036
(Address of principal executive offices)	(Zip Code)

(212) 608-5108

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Shares of common stock, $0.01 par value	New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ý Yes    o No

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes    ý No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.         ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer o Accelerated filer ý Non-accelerated filer o  (Do not check if a  smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes    ý No

The aggregate market value of shares of common stock held by non-affiliates of the Registrant was approximately $691.9 million based on the closing sale price of the New York Stock Exchange for such stock on June 30, 2014.

The number of shares of common stock, $0.01 par value, outstanding on February 27, 2015 was 57,789,061.

Documents Incorporated By Reference

Document	Parts Into Which Incorporated
Definitive Proxy Statement for 2015 Annual Meeting of Stockholders	Part III

ROUSE PROPERTIES, INC.

Annual Report on Form 10-K

December 31, 2014

TABLE OF CONTENTS

Item No.		PAGE NUMBER
	Part I
1.	Business	4
1A.	Risk Factors	9
1B.	Unresolved Staff Comments	21
2.	Properties	21
3.	Legal Proceedings	27
4.	Mine Safety Disclosures	27
	Part II
5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
6.	Selected Financial Data	28
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
7A.	Quantitative and Qualitative Disclosures About Market Risk	48
8.	Financial Statements and Supplementary Data	48
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
9A.	Controls and Procedures	48
9B.	Other Information	51
	Part III
10.	Directors, Executive Officers and Corporate Governance	52
11.	Executive Compensation	52
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	52
13.	Certain Relationships and Related Transactions, and Director Independence	52
14.	Principal Accounting Fees and Services	52
	Part IV
15.	Exhibits and Financial Statement Schedules	53
	Index to Financial Statements and Schedules	54
	Signatures	94

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains certain forward-looking statements, including, without limitation, statements concerning our operations, economic performance and financial condition. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "forecast," "plan," "intend," "believe," "may," "should," "would," "could," "likely," and other words of similar expression. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements should not be unduly relied upon. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. We caution you, therefore, not to rely on these forward-looking statements.

In this Annual Report, for example, we make forward-looking statements discussing our expectations about:

• future repositioning and redevelopment opportunities;

• expectations regarding returns on acquisitions and developments;

• expectations of our revenues, income, funds from operations ("FFO"), core FFO ("Core FFO"), net operating income ("NOI"), core NOI ("Core NOI"), capital expenditures, income tax and other contingent liabilities, dividends, leverage, capital structure or other financial items;

• expectations and achievement of our goals regarding our occupancy levels and rents;

• future liquidity; and

• future management plans.

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

• our limited operating history as an independent company;

• our inability to obtain operating and development capital;

• our inability to reposition and redevelop some of our properties;

• adverse economic conditions in the retail sector;

• our inability to lease or re-lease space in our properties;

• the inability of our tenants to pay minimum rents and expense recovery charges and the impact of co-tenancy provisions in our leases;

• our inability to sell real estate quickly and restrictions on transfer;

• our inability to compete effectively;

• our level of indebtedness;

• the adverse effect of inflation;

• our inability to maintain our status as a real estate investment trust ("REIT");

• our directors and officers may change our current long-range plans; and

• the other risks described in "Risk Factors."

In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained in this Annual Report will in fact occur. Except to the extent required by applicable law or regulation, we undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise.

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PART I

ITEM 1. BUSINESS

Throughout this Annual Report on Form 10-K (this "Annual Report"), references to the "Company," "Rouse Properties," "Rouse," "we", "us", and "our" refer to Rouse Properties, Inc. and its consolidated subsidiaries, unless the context requires otherwise. Rouse Properties, a Delaware corporation, was organized in August 2011 and became a separate public company when we were spun-off from General Growth Properties, Inc. ("GGP") on January12, 2012.

As of December 31, 2014, our portfolio consisted of 36 regional malls in 23 states totaling over 25.5 million square feet of retail space. We believe many of these malls function as town centers and are predominately located in markets or sub-markets that contain no other enclosed malls and have a high penetration of the trade area. In addition, our portfolio includes regional malls that we believe have significant growth potential through lease-up, repositioning and/or redevelopment. Some properties may require re-tenanting and re-constitution of the merchandising mix in order to provide new and relevant shopping and entertainment opportunities for the consumer.

Our principal focus is to own and manage dominant regional malls in protected markets or submarkets in the United States, in such locations that the malls are either market dominant (the only mall within an extended distance) or trade area dominant (the premier mall serving the defined regional consumer). Approximately 80% of our 36 mall assets are the only enclosed malls in their markets or submarkets. We seek to increase the value of our properties by executing individually tailored business plans designed to improve their operating performance. We actively manage all of our properties, performing the day-to-day functions, operations, leasing, maintenance, marketing and promotional services. Our platform is national in scope and we believe that it positions us to capitalize on existing department store, junior anchor and broad in-line retailer relationships across our portfolio.

Our malls are anchored by operators across the retail spectrum, including department stores such as Macy's, Dillard's, Belk, jcpenney, Sears and Target; mall shop tenants like Victoria's Secret, Bath & Body Works, H&M, Forever 21, francesca's, Chico's, The Children's Place, Gap/Old Navy, Foot Locker, Maurices, Justice and Ulta; restaurants ranging from food court leaders like Chick-fil-A, Sarku Japan, and Panda Express to fast-casual chains like Chipotle, Panera Bread and Starbucks and high volume sit down restaurants such as BJ's Restaurant, Olive Garden, Red Lobster and Buffalo Wild Wings. The tenant mix within our property portfolio is also balanced, with no single tenant representing more than 5% of our total revenue in 2014.

We elected to be treated as a REIT beginning with the filing of our federal income tax return for the 2011 taxable year. Subject to our ability to meet the requirements of a REIT, we intend to maintain this status in future periods.

For the year ended December 31, 2014, we generated a net loss, operating income, NOI, Core NOI, FFO, and Core FFO of $(51.7) million, $31.4 million, $178.1 million, $189.5 million, $63.7 million and $94.5 million, respectively. See "Selected Financial Data" for a discussion of our use of NOI, Core NOI, FFO, and Core FFO, which are non-GAAP financial measures, and for reconciliations of net loss to NOI and Core NOI and net loss to FFO and Core FFO.

A more detailed summary of our portfolio is presented under "Properties."

Competitive Strengths

We believe that we will continue to distinguish ourselves through the following competitive strengths:

        Size and Geographic Scope. We have a nationally diversified mall portfolio consisting of 36 properties located in 23 states, with over 25.5 million square feet of retail space (7.2 million square feet of which is owned by anchor tenants). Our portfolio was 90.7% leased excluding anchors (94.1% leased including anchors) and 87.3% occupied as of December 31, 2014. The average distance between our malls and the nearest, competitive, enclosed mall is approximately 41 miles.

        Strategic Relationships with Tenants.    Our operations are national in scope and we have relationships with a wide range of tenants, which include department stores, junior anchors, movie theaters, national in-line tenants and local retailers. We believe that these relationships provide us with a competitive advantage in many of our markets.

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As of December 31, 2014, our tenants that generate revenues that are equal to or exceed 1.5% of our aggregate revenues are as follows:

Tenant	Revenues
L Brands, Inc.	4.2%
Signet Jewelers, Ltd	3.6%
Foot Locker, Inc.	3.2%
jcpenney Company, Inc.	2.5%
Cinemark USA, Inc.	2.3%
Sears Holdings Corporation	1.9%
American Eagle Outfitters, Inc.	1.9%
Macy's Inc.	1.8%
Luxottica Retail North America Inc.	1.6%
Ascena Retail Group, Inc.	1.6%
Genesco Inc.	1.6%
Best Buy Co Inc.	1.6%

Experienced Operational Management Team. We believe that, under the leadership of our executive management team, we are well positioned to execute our strategic plans and unlock value in our properties. Our management team includes:

• Andrew Silberfein, our President and Chief Executive Officer. Mr. Silberfein has served as our President and Chief Executive Officer since January 2, 2012 and has served as a director since January 12, 2012. Mr. Silberfein previously held the position of Executive Vice President—Retail and Finance for Forest City Ratner Companies, where he was employed for over 15 years, from 1995 to 2011. Mr. Silberfein was responsible for managing all aspects of Forest City Ratner Companies' retail portfolio of shopping centers and malls. Also, Mr. Silberfein had the overall responsibility for managing all aspects of Forest City Ratner Companies' debt and equity financing requirements for its real estate portfolio.

• Benjamin Schall, our Chief Operating Officer. Mr. Schall has served as our Chief Operating Officer since March 8, 2012. Mr. Schall previously served as the Senior Vice President of the Retail Division at Vornado Realty Trust, where he was employed for 10 years prior to joining the Company. While there, Mr. Schall was responsible for all facets of Vornado's suburban retail shopping center business. Mr. Schall has over 13 years of experience in the real estate industry.

• John Wain, our Chief Financial Officer. Mr. Wain has served as our Chief Financial Officer since October 3, 2012. Mr. Wain previously held the position of Managing Director and Head of Real Estate Americas at Credit Agricole Corporate and Investment Bank, where he was employed for eight years. At Credit Agricole, Mr. Wain was responsible for its U.S. real estate lending business and focused extensively on structuring and negotiating secured and unsecured corporate real estate facilities and property-level loans for public REITs. Mr. Wain has over 26 years of experience in the real estate and banking industries.

• Brian Harper, our Executive Vice President of Leasing. Mr. Harper has served as our Executive Vice President of Leasing since January 12, 2012. Mr. Harper previously served as Senior Vice President of Leasing for GGP, where he was employed for over five years. While there, Mr. Harper oversaw all of the leasing efforts for a multi-state portfolio. He also was one of the original key members of our formation within GGP. Mr. Harper has over 15 years of experience in the retail real estate industry, including working with ground up development, asset repositions, distressed real estate and leasing.

• Susan Elman, our Executive Vice President and General Counsel. Ms. Elman has served as our Executive Vice President, General Counsel and Secretary since April 5, 2012. Ms. Elman previously served as Senior Vice President and Deputy General Counsel at Forest City Ratner Companies, where she was employed for over 15 years. Ms. Elman has over 26 years of experience in the real estate industry and was responsible for the legal aspects of many complex real estate transactions at Forest City Ratner Companies.

Favorable Economic and Industry Trends. We believe that we are positioned to benefit from positive economic and demographic trends in our markets, including anticipated growth in the number of households and household income in our markets and historically greater declines in unemployment in our markets as compared to the U.S. overall.

Track Record of Improving Occupancy Levels and Leasing. As of December 31, 2014, we have signed 6.6 million square feet of total in-line leases since we became a separate stand alone public company in January 2012. From that time, our portfolio's

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leased percentage increased from 87.7% to 90.7% excluding anchors (94.1% leased including anchors) as of December 31, 2014. During that same period, we have significantly increased the portion of our portfolio leased by permanent tenants by an additional 7.3% to 81.2%.

As of December 31, 2014, we have entered into new leases for over 781,000 square feet of space (63% of which was previously vacant), which is not yet occupied, representing approximately $12.6 million in incremental annual rent scheduled to commence throughout 2015 and 2016. The actual commencement of the payment of rent under certain of these leases is subject to the completion of the build-out of space and retailers' opening schedules.

We have also been successful at leasing anchor space. Since formation, we have leased 12 vacant anchor stores as of December 31, 2014. Replacement tenants include Regal Cinemas, Cinemark, Sports Authority, Sportsman's Warehouse, AMC, Bon-Ton and Dunham's Sports.

Platform for Attractive External Growth. We have closed over $759.3 million of acquisitions since we became a separate public company in January 2012. Our completed acquisitions have included opportunistic and strategic purchases of seven enclosed malls, six of which are 100% owned and one joint venture in which we own a 51% controlling interest, as well as six anchor boxes. We target assets where we believe we are exposed to limited downside and significant growth opportunities by applying our national platform and expertise to improve retailer quality and composition, occupancy levels, NOI and sales productivity metrics.

Business Strategy

Our objective is to achieve growth in NOI, Core NOI, FFO and Core FFO by leasing, operating and repositioning retail properties with locations that are either market dominant (the only mall within an extended distance to service the trade area) or trade area dominant (positioned to be the premier mall serving the defined regional consumer). We seek to deliver an appropriate tenant mix, higher occupancy rates and increased sales productivity, resulting in higher minimum rents while continuing to control costs. In order to achieve our objective and to become a national leader in the regional mall space, we intend to further implement the following strategies:

        Internal Growth through Tailored Strategic Planning and Investment.    We have identified both strategic investment and cosmetic investment initiatives for our properties, taking into account customer demographics and the competitive environment of each property's market area, with a focus on increasing occupancy at the mall with a sustainable occupancy cost. We have identified opportunities to invest significant capital to reposition and refresh certain of our properties, and we intend to sequence our strategic capital projects based on leasing activity. When considering strategic investments at our properties, we generally target unlevered returns of 9% to 11% for such projects under current market conditions (although there can be no assurance that we will meet this target). Examples of value creation initiatives include, but are not limited to:

• Re-tenanting vacant anchor space and transforming excess or under productive in-line gross leasable area ("GLA") into big box space to meet the customer demand for uses such as apparel, sporting goods, theaters, fitness centers, and supermarkets;

• Growing customer traffic by adding high-volume restaurants, entertainment and everyday uses; and

• Enhancing the shopping experience and maximizing market relevance by aggressively targeting tenants that cater to market demographics.

We also seek to improve the overall mall experience by creating a sense of place and increasing the frequency and duration of visits to our malls. We have commenced a number of portfolio-wide initiatives including having installed state of the art Wi-Fi throughout all of the common areas, upgraded our common area amenities, created new modern soft seating environments and installed energy management systems to maximize efficiency. We believe these initiatives will continue to position our properties for increased occupancy and sales levels and financial growth. For a discussion of factors that could have an impact on our ability to realize these goals, see "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements."

Improve Tenant Mix and the Performance of Our Properties.    We are proactively optimizing the tenant mix of our malls by matching it to the consumer shopping patterns and the needs and desires of the demographics in a particular market area, which strengthens our competitive position and increases tenant sales and consumer traffic. Additionally, we continually seek to convert space occupied by temporary tenants to permanent tenants. To drive increasing traffic and sales, our targeted leasing approach is focused on adding entertainment tenants, high-volume restaurants, everyday uses and big-box anchors to further enhance the overall experience for our shoppers.

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External Growth through Opportunistic and Strategic Acquisitions.    We intend to continue to target middle market mall assets that we believe can provide significant growth opportunities given our expertise in improving retailer quality and composition, occupancy levels, NOI and sales productivity metrics, but have limited downside due to their location in protected markets.

        Leverage Our National Platform. National retailers benefit from our national platform for leasing, which provides them with high quality service and efficiency for negotiating leases at multiple locations with just one landlord. This national platform helps position our properties as attractive destinations for retailers. We utilize national contracts with certain vendors and suppliers for goods and services we obtain at generally more favorable terms than individual contracts.

        Focus on Improvement of Key Leasing Metrics.    As of December 31, 2014, our portfolio sales per square foot were $316 and percentage leased and percentage occupied were approximately 90.7% (94.1% leased including anchors) and 87.3%, respectively. Our leasing team employs a decentralized approach, with focused leasing strategies individually tailored to each asset.

Transactions

        During 2014, we successfully completed transactions promoting our long-term strategy as a dominant regional mall owner and operator:

Acquisitions

• Acquired Bel Air Mall located in Mobile, AL for a total purchase price of approximately $131.9 million, net of closing costs and adjustments, including the assumption of the existing $112.5 million non-recourse mortgage loan. The loan bears interest at a fixed rate of 5.30%, matures in December 2015, and amortizes over 30 years; and

• Acquired a 51% controlling interest in The Mall at Barnes Crossing located in Tupelo, MS for a total purchase price of approximately $98.9 million, net of closing costs and adjustments. In conjunction with the closing of this transaction, we closed on a new $67.0 million non-recourse mortgage loan that bears interest at a fixed rate of 4.29%, matures in September 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter.

Equity Offering

• Issued 8,050,000 shares in an underwritten public offering of our common stock at a public offering price of $19.50 per share and raised approximately $150.7 million after deducting the underwriting discount and offering costs. The proceeds from the offering were used in part to repay the $48.0 million outstanding balance of the 2013 Revolver (as defined below) as of December 31, 2013. The remaining proceeds were used for general corporate purposes, including to fund acquisitions, working capital and other needs.

Refinancing

• Exercised a portion of the $250.0 million "accordion" feature of our 2013 Senior Facility (as defined below) to increase the available borrowings of our 2013 Revolver thereunder from $250.0 million to $285.0 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information regarding our 2013 Senior Facility. The term and rates of our 2013 Senior Facility were otherwise unchanged.

• Entered into a swap transaction which fixed the interest rate on West Valley Mall from a variable rate of LIBOR (30 day) plus 175 basis points to 3.24%.

• Paid off the remaining $27.6 million mortgage debt balance on Bayshore Mall, which had a fixed interest rate of 7.13%, and obtained a new non-recourse mortgage loan for $46.5 million on the property. The loan bears interest at a fixed rate of 3.96%, matures in November 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter.

• Removed Chula Vista Center from the 2013 Senior Facility collateral pool and placed a new $70.0 million non-recourse mortgage loan on Chula Vista Center. The loan bears interest at a fixed rate of 4.18%, matures in July 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter. Sikes Senter had an outstanding mortgage loan of $54.6 million with a fixed interest rate of 5.20% which was repaid on July 1, 2014 with proceeds from the Chula Vista Center refinancing. Upon repayment, Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility balance. We received proceeds of approximately $15.0 million, before transaction costs, from these refinancings.

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• Reduced the spread on the mortgage loan for NewPark Mall from LIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

Subsequent to 2014, we have successfully completed the following transactions:

• In January 2015, we sold The Shoppes at Knollwood in St. Louis Park, MN for gross proceeds of $106.7 million. The mortgage debt balance of $35.1 million was defeased simultaneously with the sale of the property. Net proceeds of $54.7 million were available for general corporate purposes, including acquisitions and ongoing capital investments within the existing portfolio.

• In January 2015, we acquired Mt. Shasta Mall located in Redding, CA, for a total purchase price of $49.0 million. In February 2015, we placed a new $31.9 million non-recourse mortgage loan on the property. The loan bears interest at 4.19%, matures in March 2025, is interest only for the first three years and amortizes on a 30 year schedule thereafter.

• In February 2015, we paid off the remaining mortgage debt balance of $10.4 million on Washington Park Mall.

• In February 2015, our Board of Directors declared a first quarter common stock dividend of $0.18 per share, which will be paid on April 30, 2015 to stockholders of record on April 15, 2015.

Competition

        The nature and extent of the competition we face varies from property to property. Our direct competitors include other publicly-traded REITs, retail real estate companies, commercial property developers, internet retail sales and other owners of retail real estate that engage in similar businesses.

        Within our portfolio of retail properties, we compete for retail tenants. We believe the principal factors that retailers consider in making their leasing decisions include:

• consumer demographics;

• quality, design and location of properties;

• total number and geographic distribution of properties;

• diversity of retailers and anchor tenants at shopping center locations;

• management and operational expertise; and

• rental rates.

        Because our revenue potential is linked to the success of our retailers, we indirectly share exposure to the same competitive factors that our retail tenants experience in their respective markets when trying to attract individual shoppers. These dynamics include general competition from other regional shopping malls, including outlet malls and other discount shopping malls, as well as competition from discount shopping clubs, catalog companies, and internet retailers.

        We actively manage our portfolio and continue to enhance the quality and desirability of our regional malls. The recent challenging economic conditions have resulted in suspensions and cancellations of many new mall projects, reducing an already small pipeline. While we operate on a smaller scale than many of our competitors, we believe that our enhanced portfolio and the lack of an alternative pipeline makes us appealing for retailers who are reevaluating their positioning within their respective market areas.

Environmental

        Under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property and may be held liable to third parties for bodily injury or property damage (investigation and/or clean-up costs) incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of or otherwise caused the release of the hazardous or toxic substances. In addition, persons who arrange for the disposal or treatment of hazardous substances or other regulated materials may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. The costs of remediation or removal of such substances may be substantial and the presence of contamination or the failure to remediate contamination discovered at our properties may adversely affect our ability to sell, lease or borrow with respect to the real estate. The operations of current and former tenants at our properties have involved, or may have involved, the use of hazardous materials or generated hazardous wastes. The release of such hazardous materials and wastes could result in our incurring liabilities to remediate any resulting contamination if the responsible party is unable or unwilling to do so. In addition, our properties may be exposed to the risk of contamination originating from other sources. While a property owner generally is not responsible for remediating contamination

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that has migrated onsite from an offsite source, the contaminant's presence can have adverse effects on operations and redevelopment of our properties. Environmental laws also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which that property may be used or how businesses may be operated on that property. Our properties have been subjected to varying degrees of environmental assessment at various times; however, the identification of new areas of contamination, a change in the extent or known scope of contamination or changes in cleanup requirements could result in significant costs to us.

        A further discussion of the current effects and potential future impacts on our business and properties of compliance with federal, state and local environmental regulations is presented in this Annual Report under "Risks Factors—Risks Related to our Business—We could incur significant costs related to government regulation and litigation over environmental matters and various other federal, state and local regulatory requirements."

Seasonality

        Although we have a year-long temporary leasing program, occupancies for short-term tenants and, therefore, rental income recognized are higher during the second half of the year. In addition, the majority of our tenants have December or January lease years for purposes of calculating annual overage rent amounts. Accordingly, overage rent thresholds are most commonly achieved in the fourth quarter. As a result, revenue production is generally highest in the fourth quarter of each year.

Employees

        As of February 27, 2015, we had approximately 331 employees.

Insurance

        We have comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to our portfolio of retail properties. Our management believes that such insurance provides adequate coverage.

Qualification as a Real Estate Investment Trust and Taxability of Distributions

        Rouse Properties elected to be qualified as a REIT. As a REIT, we are not subject to federal income tax on our real estate investment trust taxable income so long as, among other requirements, certain distribution requirements are met with respect to such income. See "Item 1A. —"Risk Factors—We may not be able to maintain our status as a REIT, which would deny us certain favorable tax treatment".

Segment Disclosure

        Refer to our discussion on segment disclosure in Note 1 to our Consolidated and Combined Financial Statements included elsewhere in this Annual Report.

Investor Information

        Our website address is www.rouseproperties.com. Our Securities and Exchange Commission ("SEC") filings and amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), including our annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K, and our proxy statements, are available or may be accessed free of charge through the "Investors" section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website and included or linked information on the website are not intended to be incorporated into this Annual Report. Additionally, the public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549, and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be accessed at www.sec.gov.

ITEM 1A.    RISK FACTORS

You should carefully consider the risks described below in addition to all other information provided to you in this Annual Report. Any of the following risks could materially and adversely affect our business, results of operations and financial condition.

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Risks Related to our Business

We have a limited operating history as an independent company upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any recently independent company encounters.

        We are a Delaware corporation that was created to hold certain assets and liabilities of GGP. Prior to January 12, 2012, we were a wholly-owned subsidiary of GGP Limited Partnership ("GGPLP"). GGP distributed the assets and liabilities of 30 of its wholly-owned properties to us on January 12, 2012 ("Spin-Off Date"). We completed our spin-off from GGP on January 12, 2012, and have limited experience operating as an independent company and performing various corporate functions, including human resources, tax administration, legal (including compliance with the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and with the periodic reporting obligations of the Exchange Act), treasury administration, investor relations, internal audit, insurance, information technology and telecommunications services, and accounting functions.

        Our business is subject to the substantial risks inherent in the early stages of a business enterprise in an intensely competitive industry. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies in the early stages of independent business operations, particularly companies that are heavily affected by economic conditions and operate in highly competitive environments.

We may face potential difficulties in obtaining operating and development capital.

        The successful execution of our business strategy requires the availability of substantial amounts of operating and development capital over time. Sources of such capital could include bank, life insurance company, pension plan or institutional investor borrowings, public and private offerings of debt or equity, including rights offerings, sales of certain assets and joint ventures. We have identified opportunities to invest significant capital to reposition and redevelop our properties, but we will sequence redevelopment projects with leasing activity. We cannot assure you that any capital will be available on terms acceptable to us or at all in order to satisfy our short and long-term cash needs. See "Management's Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources."

We may be unable to reposition or redevelop some of our properties, which may have an adverse impact on our profitability.

        Our business strategy is focused on repositioning and redeveloping our properties. In connection with these repositioning and redevelopment projects, we are subject to various risks, including but not limited to the following:

• we may not have sufficient capital to proceed with planned repositioning or redevelopment activities;

• redevelopment costs of a project may exceed original estimates or available financing, possibly making the project unfeasible or unprofitable;

• we may not be able to obtain zoning or other required governmental permits and authorizations;

• occupancy rates and rents at a completed project may not meet projections and, therefore, the project may not be profitable; and

• we may not be able to obtain anchor store and mortgage lender approvals, if applicable, for repositioning or redevelopment activities.

        There can be no assurance that our repositioning and redevelopment projects will have the desired results of attracting and retaining desirable tenants and increasing customer traffic. If repositioning or redevelopment projects are unsuccessful, our investments in those projects may not be fully recoverable from future operations.

We may increase our debt or raise additional capital in the future, which could affect our financial health and may decrease our profitability.

        To continue to execute our business strategy, we will require additional capital. Debt or equity financing, however, may not be available to us on terms acceptable to us, if at all. If we incur additional debt or raise equity through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. The terms of any new debt may also impose additional and

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more stringent restrictions on our operations than we currently have. If we raise funds through the issuance of additional common equity, either through public or private offerings or rights offerings, your percentage ownership in us would decline if you do not ratably participate. If we are unable to raise additional capital when needed, it could affect our financial health, which could negatively affect your investment in us.

Economic conditions, especially in the retail sector, may have an adverse effect on our revenues and available cash.

        Unemployment, weak income growth, tight credit, declining consumer confidence and the need to pay down existing obligations may negatively impact consumer spending. Given these economic conditions, there is a risk that the sales at stores operating in our malls may be adversely affected. This may hinder our ability to implement our strategies and may have an unfavorable effect on our operations and our ability to retain existing tenants and attract new tenants.

We may be unable to lease or re-lease space in our properties on favorable terms or at all, which may adversely affect our revenues.

        Our results of operations depend on our ability to strategically lease space in our properties, including re-leasing space in properties where leases are expiring, optimizing our tenant mix and leasing properties on more economically favorable terms. We are continually focused on our ability to lease properties and collect rents from tenants. If we are unable to lease or re-lease space in our properties this may adversely affect our operations and revenues.

Our tenants may be unable to pay minimum rents and expense recovery charges, which would have an adverse effect on our income and cash flow.

        If the sales at stores operating in our malls decline, tenants might be unable to pay their existing minimum rents or expense recovery charges, since these rents and charges would represent a higher percentage of their sales. If our tenants' sales decline, new tenants would be less likely to be willing to pay minimum rents as high as they would otherwise pay. We may not be able to collect rent sufficient to meet our costs. Because substantially all of our income is derived from rentals of real property, our income and cash flow would be adversely affected if a significant number of tenants are unable to meet their obligations.

Certain co-tenancy provisions in our lease agreements may result in reduced rent payments, which may adversely affect our operations and occupancy.

        Some of our lease agreements include a co-tenancy provision which allows the mall tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain a certain number of anchor tenants or a certain occupancy level at the mall. In addition, certain of our tenants have the ability to terminate their leases with us prior to the lease expiration date if their sales do not meet agreed upon thresholds. Therefore, if occupancy, tenancy or sales fall below certain thresholds, rents we are entitled to receive from our retail tenants could be reduced and our ability to attract new tenants may be limited.

The failure to fully recover cost reimbursements for common area maintenance, taxes and insurance from tenants could adversely affect our operating results.

        The computation of cost reimbursements from tenants for common area maintenance ("CAM"), insurance and real estate taxes is complex and involves numerous judgments, including interpretation of lease terms and other tenant lease provisions. Most tenants make monthly fixed payments of CAM, real estate taxes and other cost reimbursement items. After the end of the calendar year, we compute each tenant's final cost reimbursements and issue a bill or credit for the full amount, after considering amounts paid by the tenant during the year. The billed amounts could be disputed by the tenant or become the subject of a tenant audit or even litigation. There can be no assurance that we will collect all or substantially all of this entire amount.

        Our properties are also subject to the risk of increases in CAM and other operating expenses, which typically include real estate taxes, energy and other utility costs, repairs, maintenance and capital improvements to common areas, security, housekeeping, property and liability insurance and administrative costs. For example, municipalities might seek to raise real estate taxes paid by our property in their jurisdiction because of their strained budgets or for other reasons. If operating expenses increase, the availability of other comparable retail space in our specific geographic markets might limit our ability to pass these increases through to tenants, or, if we do pass all or a part of these increases on, might lead tenants to seek retail space elsewhere, which, in either case, could adversely affect our results of operations and limit our ability to make distributions to stockholders.

We rely on major tenants, making us vulnerable to changes in the business and financial condition of such tenants.

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        As of December 31, 2014, our tenants that generate revenues that are equal to or exceed 1.5% of our aggregate revenues are as follows:

Tenant	Revenues
L Brands, Inc.	4.2%
Signet Jewelers, Ltd	3.6%
Foot Locker, Inc.	3.2%
jcpenney Company, Inc.	2.5%
Cinemark USA, Inc.	2.3%
Sears Holdings Corporation	1.9%
American Eagle Outfitters, Inc.	1.9%
Macy's Inc.	1.8%
Luxottica Retail North America Inc.	1.6%
Ascena Retail Group, Inc.	1.6%
Genesco Inc.	1.6%
Best Buy Co Inc.	1.6%

The retail shopping sector is affected by economic conditions as well as the competitive nature of the retail business and the competition for market share where stronger retailers have out-positioned some of the weaker retailers. These shifts have forced some market share away from weaker retailers and required them, in some cases, to declare bankruptcy and/or close stores.

In the event of deterioration in the financial condition of our major tenants, we may be required to write-off and/or accelerate depreciation and amortization expense associated with a significant portion of the tenant-related deferred charges in future periods. Our income and ability to meet financial obligations could also be adversely affected in the event of the bankruptcy, insolvency or significant downturn in the business of one of these tenants. In addition, our results could be adversely affected if one or more of these tenants do not renew their leases as they expire.

The bankruptcy or store closures of anchor stores or national tenants may adversely affect our revenues.

        Our properties depend on anchor stores or national tenants, which are large tenants such as department stores and tenants with chains of stores in many of our properties, respectively, to attract shoppers. We derive significant revenues from these tenants. Our leases generally do not contain provisions designed to ensure the creditworthiness of our tenants and a number of companies in the retail industry, including some of our tenants, have declared bankruptcy or voluntarily closed certain of their stores. We may be unable to re-lease such space or to re-lease it on comparable or more favorable terms. As a result, the bankruptcy, insolvency, closure or general downturn in the business of an anchor store or national tenant, as well as requests from such tenants for significant rent relief or other lease concessions, may trigger co-tenancy provisions and/or may adversely affect our financial position, results of operations and ability to make distributions to stockholders.

Our ability to change our portfolio is limited because real estate investments are relatively illiquid.

        Equity real estate investments are relatively illiquid, which may limit our ability to strategically change our portfolio promptly in response to changes in economic, financial, investment or other conditions. The real estate market is affected by many factors, such as general economic conditions, availability of financing and other factors, including supply and demand for space, that are beyond our control. Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. We cannot predict whether we will be able to sell any property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. The number of prospective buyers interested in purchasing malls is limited. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. In addition, economic and capital market conditions might make it more difficult for us to sell properties or might adversely affect the price we receive for properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.

        In addition, significant expenditures associated with each equity investment, such as mortgage payments, real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the investment. If income from a property declines while the related expenses do not decline, our income and cash available to us would be adversely affected. If it becomes necessary or desirable for us to dispose of one or more of our mortgaged properties, we might not be able to obtain a release of the lien on the mortgaged property without payment of the associated debt. The foreclosure of a mortgage on a property or inability to sell a property could adversely affect the level of cash available to us. These factors and any others that would

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impede our ability to respond to adverse changes in the performance of our properties could adversely affect our financial condition and results of operations.

We operate in a competitive business.

        There are numerous shopping facilities that compete with our properties in attracting retailers to lease space and many of our competitors operate on a much larger scale than we do. Our properties are generally regional malls in protected markets or submarkets and our ability to compete for certain tenants may be limited as a result. In addition, retailers at our properties face continued competition from retailers at other regional malls, outlet malls and other discount shopping malls, discount shopping clubs, full-line large format value retailers, catalog companies, and through internet sales and telemarketing. Competition could adversely affect our revenues and cash flows.

        In particular, the increase in both the availability and popularity of online shopping has created a growing source of competitive pressure on the retailers at our properties. In certain categories, such as books, music and electronics, online retailing has become a significant proportion of total sales and has affected retailers in those categories significantly. The ability of online retailers to offer a wide range of products for sale, often with substantial price and tax savings, and free or discounted shipping, allows these online retailers to compete with the retailers at our properties by offering added convenience and cost-saving incentives to consumers in both high density major metropolitan markets and rural areas. Additionally, small businesses and specialty retailers, who have previously been limited to marketing and selling their products within their immediate geographical area, are now able to reach a broader group of consumers and compete with the retailers at our properties.

        We also compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include REITs, investment banking firms and private institutional investors.

        Our ability to realize our strategies and capitalize on our competitive strengths are dependent on our ability to effectively operate a large portfolio of malls, maintain good relationships with our tenants and consumers, and remain well-capitalized, and our failure to do any of the foregoing could affect our ability to compete effectively in the markets in which we operate.

Our business is dependent on perceptions by retailers and shoppers of the convenience and attractiveness of our retail properties, and our inability to maintain a positive perception may adversely affect our revenues.

        We are dependent on perceptions by retailers or shoppers of the safety, convenience and attractiveness of our retail properties. If retailers and shoppers perceive competing retail properties and other retailing options to be more convenient or of a higher quality, our revenues may be adversely affected.

Changes in the retail industry, particularly among anchor tenant retailers, could adversely affect our results of operations and financial condition.

        The income we generate depends in part on our anchor tenants' ability to attract customers to our properties and generate traffic, which affects the property's ability to attract in-line tenants, and thus the revenue generated by the property. In recent years, in connection with economic conditions and other changes in the retail industry, some anchor tenant retailers have experienced decreases in operating performance and, in response, they are contemplating strategic, operational and other changes. The strategic and operational changes being considered by anchor tenants, including combinations and other consolidations designed to increase scale, leverage with suppliers like landlords, and other efficiencies, might result in the restructuring of these companies. Any such restructuring could involve withdrawal from certain geographic areas, such as secondary or tertiary trade areas where many of our properties are located, and closures or sales of stores operated by them. These developments could adversely affect our results of operations and financial condition.

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Our indebtedness could have an adverse impact on our financial health and operating flexibility.

        As of December 31, 2014, our total consolidated contractual debt, excluding non-cash debt market rate adjustments, was $1.58 billion, all of which was secured by our properties. Our level of indebtedness could have important consequences on the value of our common stock including:

• limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other purposes;

• limiting our ability to use operating cash flow in other areas of the business or to pay dividends;

• increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given that certain indebtedness bears interest at variable rates;

• limiting our ability to capitalize on business opportunities, access equity, reinvest in and develop our properties, and to react to competitive pressures and adverse changes in government regulation;

• limiting our ability, or increasing the costs, to refinance indebtedness;

• limiting our ability to enter into marketing and hedging transactions by reducing the number of potential counterparties with whom we could enter into such transactions as well as the volume of those transactions; and

• giving secured lenders the ability to foreclose on our assets.

The following table shows the scheduled maturities of mortgages, notes, and loans payable as of December 31, 2014

and for the next five years and thereafter (in thousands):

2015	$	213,119
2016	332,762
2017	140,759
2018	328,892
2019	11,752
Thereafter	556,446
	$	1,583,730
Unamortized market rate adjustment	769
Total mortgages, notes and loans payable	$	1,584,499

Our debt obligations and ability to comply with related covenants could impact our financial condition or future operating results.

       We are a party to the 2013 Senior Facility, under which the 2013 Revolver provides for borrowings on a revolving basis of up to $285.0 million and the 2013 Term Loan provides a senior secured term loan of $260.0 million. The 2013 Senior Facility exposes us to the typical risks associated with such leverage. We also have property-level debt, which limits our ability to take certain actions with respect to the properties securing such debt. Increased leverage makes it more difficult for us to withstand adverse economic conditions or business plan variances, to take advantage of new business opportunities, or to make necessary capital expenditures.

     The 2013 Senior Facility contains representations and warranties, affirmative and negative covenants and defaults that are customary for such a real estate loan. In addition, the 2013 Senior Facility requires compliance with certain financial covenants, including borrowing base loan to value and debt yield, corporate maximum leverage ratio, minimum ratio of adjusted consolidated earnings before interest, tax, depreciation and amortization to fixed charges, minimum tangible net worth, minimum mortgaged property requirement, maximum unhedged variable rate debt and maximum recourse indebtedness. Failure to comply with the covenants in the 2013 Senior Facility would result in a default thereunder and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under the 2013 Senior Facility. No assurance can be given that we would be successful in obtaining such waiver or amendment in this current financial climate, or that any accommodations that we were able to negotiate would be on terms as favorable as those in the 2013 Senior Facility. In addition, any such default could result

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in the cross-default of our future indebtedness.

        A substantial portion of our cash flow could be required for debt service and, as a result, might not be available for our operations or other purposes. Any substantial decrease in cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or force us to modify our operations. Our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory and economic conditions.

We have a history of net losses and may not be profitable in the future.

        Our historical consolidated and combined financial data shows that we have a history of losses, and we cannot assure you that we will achieve sustained profitability going forward. For the years ended December 31, 2014, 2013 and 2012, we incurred GAAP net losses of $(51.7) million, $(54.7) million, and $(68.7) million, respectively. See "Selected Financial Data." If we do not improve our profitability or if we generate negative cash flow from operating activities, the trading value of our common stock may decline.

Our real estate assets may be subject to impairment charges.

        On a periodic basis, we assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property's value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. If it is determined that an impairment has occurred, the amount of the impairment charge is equal to the excess of the asset's carrying value over its estimated fair value. Such a determination would have a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken. During the year ended December 31, 2014, we took impairment charges on Collin Creek Mall and Steeplegate Mall as the aggregate carrying value of each asset was higher than the fair value of such asset. See Note 2 to our Consolidated and Combined Financial Statements for additional information regarding these impairment charges. We may be required to take additional impairment charges on these assets or other assets, including those we designate as "special consideration assets", in the future. A property is designated as a special consideration asset when it has a heightened probability of being conveyed to its lender absent substantive renegotiation.

National, regional and local economic conditions may adversely affect our business.

        Our real property investments are influenced by the national, regional and local economy, which may be negatively impacted by plant closings, industry slowdowns, increased unemployment, lack of availability of consumer credit, increased levels of consumer debt, declining consumer sentiment, poor housing market conditions, adverse weather conditions, natural disasters and other factors. Similarly, local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods, and the supply and creditworthiness of current and prospective tenants may affect the ability of our properties to generate significant revenue.

Some of our properties are subject to potential natural or other disasters.

        A number of our properties are located in areas which are subject to natural or other disasters, including hurricanes, tornadoes, earthquakes and oil spills. For example, certain of our properties are located in California or in other areas with higher risk of earthquakes. Furthermore, some of our properties are located in coastal regions, and would therefore be affected by any future rises in sea levels.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

        Future terrorist attacks in the United States or other acts of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates. Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations. To the extent that our tenants are affected by future attacks, their businesses similarly could be adversely affected,

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including their ability to continue to meet obligations under their existing leases. These acts might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, and limit our access to capital or increase our cost of raising capital.

We could incur significant costs related to government regulation and litigation over environmental matters and various other federal, state and local regulatory requirements.

        Under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property and may be held liable to third parties for bodily injury or property damage (investigation and/or clean-up costs) incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of or otherwise caused the release of the hazardous or toxic substances. In addition, persons who arrange for the disposal or treatment of hazardous substances or other regulated materials may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. The costs of remediation or removal of such substances may be substantial and the presence of contamination or the failure to remediate contamination discovered at our properties may adversely affect our ability to sell, lease or borrow with respect to the real estate. The operations of current and former tenants at our properties have involved, or may have involved, the use of hazardous materials or generated hazardous wastes. The release of such hazardous materials and wastes could result in our incurring liabilities to remediate any resulting contamination if the responsible party is unable or unwilling to do so. In addition, our properties may be exposed to the risk of contamination originating from other sources. While a property owner generally is not responsible for remediating contamination that has migrated onsite from an offsite source, the contaminant's presence can have adverse effects on operations and redevelopment of our properties. Environmental laws also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which that property may be used or how businesses may be operated on that property. Our properties have been subjected to varying degrees of environmental assessment at various times; however, the identification of new areas of contamination, a change in the extent or known scope of contamination or changes in cleanup requirements could result in significant costs to us.

       Our properties are subject to various federal, state, and local environmental, health and safety regulatory requirements that address a wide variety of issues, including, but not limited to, storage tanks, storm water and wastewater discharges, potable wells, lead-based paint and waste management. We could incur substantial costs to comply with these environmental, health and safety laws and regulations and could be subject to significant fines and penalties for non-compliance with applicable laws. For example, certain federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments. These regulations also govern emissions of and exposure to asbestos fibers in the air, which may necessitate implementation of site specific maintenance practices. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. Asbestos-containing building materials are present at some of our properties and may be present at others. To minimize the risk of onsite asbestos being improperly disturbed, we have developed and implemented asbestos operations and maintenance programs to manage asbestos-containing materials and suspected asbestos-containing materials in accordance with applicable legal requirements.

        As of December 31, 2014, we have recorded a liability in our financial statements of $4.5 million related to potential environmental remediation at our properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our properties. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of our properties has not been or will not be affected by tenants and occupants of the properties, by the condition of properties in the vicinity of our properties or by third parties unrelated to us.

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We also may incur costs to comply with the Americans with Disabilities Act of 1990 and similar laws, which require that all public accommodations meet federal requirements related to access and use by disabled persons. Compliance with such laws has not had a material adverse effect on our operating results or competitive position in the past, but could have such an effect in the future.

Some potential losses are not insured, which may adversely affect our profitability.

        We carry comprehensive liability, fire, flood, earthquake, terrorism, extended coverage and rental loss insurance on all of our properties. We believe the policy specifications and insured limits of these policies are adequate and appropriate in light of the size and scope of our portfolio and business operations. There are, however, some types of losses, including lease and other contract claims, which generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property. If this happens, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

Inflation may adversely affect our financial condition and results of operations.

        While substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation (such as overage rent and escalation clauses), they may not adequately do so.

A rise in interest rates may increase our overall interest rate expense.

        A rise in interest rates could have an immediate adverse impact on us due to our outstanding variable-rate debt. This risk can be managed or mitigated by utilizing interest rate protection products that generally allow us to replace variable-rate debt with fixed-rate debt. However, in an increasing interest rate environment the fixed rates we can obtain with such interest rate protection products will also continue to increase. In addition, in the event of a rise in interest rates, we may be unable to replace maturing debt with new debt at equal or better interest rates.

We may not be able to maintain our status as a REIT, which would deny us certain favorable tax treatment.

        We elected to be treated as a REIT beginning with the filing of our federal income tax return for 2011. Subject to our ability to meet the requirements of a REIT, we intend to maintain this status in future periods. We believe that, commencing with the 2011 taxable year, we were organized and have operated so as to qualify as a REIT for U.S. federal income tax purposes. In addition, once an entity is qualified as a REIT, the Internal Revenue Code of 1986 (the "Code") generally requires that such entity pay tax on or distribute 100% of its capital gains and distribute at least 90% of its ordinary taxable income to stockholders. To avoid current entity level U.S. federal income taxes, we expect to distribute 100% of our capital gains and ordinary income to stockholders annually.

        If, with respect to any taxable year, we fail to maintain our qualification as a REIT, we would not be allowed to deduct distributions to stockholders in computing our taxable income and federal income tax. If any of our REIT subsidiaries fail to qualify as a REIT, such failure could result in our loss of REIT status. If we lose our REIT status, corporate level income tax, including any applicable alternative minimum tax, would apply to our taxable income at regular corporate rates. As a result, the amount available for distribution to holders of equity securities that would otherwise receive dividends would be reduced for the year or years involved, and we would no longer be required to make distributions. In addition, unless we were entitled to relief under the relevant statutory provisions, we would be disqualified from treatment as a REIT for four subsequent taxable years.

An ownership limit, certain anti-takeover defenses and applicable law may hinder any attempt to acquire us.

        Our amended and restated certificate of incorporation, as amended (our "charter"), and our amended and restated bylaws (our "bylaws") contain the following limitations:

        The ownership limit.    Generally, for us to qualify as a REIT under the Code for a taxable year, not more than 50% in value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer "individuals" at any time during the last half of such taxable year. Our charter provides that no person may own more than 9.9% of the number or value, whichever is more restrictive, of our outstanding shares of capital stock unless our board of directors provides a waiver from the ownership restrictions. The Code defines "individuals" for purposes of the requirement described above to include some types of entities. However, our charter also permits us to exempt a person from the ownership limit upon the satisfaction of certain conditions described therein. We have exempted Brookfield Asset Management Inc. and its affiliates ("Brookfield") and certain others from the ownership limit, subject to certain conditions.

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       Selected provisions of our charter. Our charter authorizes our Board of Directors:

• to cause us to issue additional authorized but unissued shares of common stock or preferred stock;

• to classify or reclassify, in one or more series, any unissued preferred stock; and

• to set the preferences, rights and other terms of any classified or reclassified stock that we issue.

        Our charter also prohibits our stockholders from acting by written consent.

Selected provisions of our bylaws. Our bylaws contain the following limitations:

• restrictions on the ability of stockholders to call a special meeting without 20% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of directors; and

• rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings.

        Selected provisions of Delaware law.    We are a Delaware corporation, and Section 203 of the Delaware General Corporation Law applies to us. In general, Section 203 prevents an "interested stockholder" (as defined below) from engaging in a "business combination" (as defined in the statute) with us for three years following the date that person becomes an interested stockholder unless one or more of the following occurs:

• before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

• upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) stock held by directors who are also officers of our company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; or

• following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.

        The statute defines an "interested stockholder" as any person that is the owner of 15% or more of our outstanding voting stock or is our affiliate or associate and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination.

        In accordance with Section 203, we approved the transactions in which Brookfield and certain of its controlled affiliate acquired shares of our common stock.

        In addition, Brookfield has a significant ownership of our common stock. This ownership of our common stock may impede a change in control transaction. See "—Risks Related to our Common Stock Generally—Our substantial stockholder may exert influence over us that may be adverse to our best interests and those of our other stockholders.

        Each item discussed above may delay, deter or prevent a change in control of our company, even if a proposed transaction is at a premium over the then current market price for our common stock. Further, these provisions may apply in instances where some stockholders consider a transaction beneficial to them. As a result, our stock price may be negatively affected by these provisions.

We are subject to various reporting and other requirements under federal securities laws which may cause us to incur significant expense.

        We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and are required to prepare our financial statements according to the rules and regulations required by the SEC. In addition, the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely

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manner or to otherwise comply with applicable law could subject us to penalties under federal securities laws, expose us to lawsuits and restrict our ability to access financing. The Sarbanes-Oxley Act requires that we, among other things, establish and maintain effective internal controls and procedures for financial reporting and disclosure purposes. Establishing and monitoring these controls could result in significant costs to us and require us to divert substantial resources, including management time, from other activities.

Compliance with changing regulations of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and the Dodd-Frank Act, are creating uncertainty for companies such as ours. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to continue to invest reasonably necessary resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities, which could harm our business prospects.

Our historical combined financial information is not representative of the results we would have achieved as a stand-alone company and may not be a reliable indicator of our future results.

        The historical combined financial information prior to our spin-off from GGP does not reflect the financial condition, results of operations or cash flows we would have achieved as a stand-alone company during the periods presented or those we will achieve in the future.

Risks Related to our Common Stock Generally

The market price and trading volume of our common stock could be volatile and the market price of our common stock could decline.

The stock markets, including the NYSE, which is the exchange on which our common stock is listed, have experienced significant price and volume fluctuations. Overall weakness in the economy and other factors have contributed to extreme volatility of the equity markets generally, including the market price of our common stock. As a result, the market price of our common stock has been and may continue to be volatile, and investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. Some of the factors that could negatively affect our stock price or result in fluctuations in the price or trading volume of our common stock include:

• our actual or projected operating results, financial condition, cash flows and liquidity, or changes in business strategy or prospects;

• actual or perceived conflicts of interest with our directors, officers or other executives;

• equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;

• actual or anticipated accounting problems;

• publication of research reports about us or the real estate industry;

• changes in market valuations of similar companies;

• adverse market reaction to the level of leverage we employ;

• additions to or departures of our key personnel;

• speculation in the press or investment community;

• our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;

• increases in market interest rates, which may lead investors to demand a higher dividend yield for our common stock and would result in increased interest expenses on our debt;

19

• failure to maintain our REIT qualification;

• price and volume fluctuations in the stock market generally; and

• general market and economic conditions, including the current state of the credit and capital markets.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.

Future issuances of debt securities, which would rank senior to our common stock upon our liquidation, and future issuances of equity securities, which would dilute the holdings of our existing stockholders and may be senior to our common stock for the purposes of paying dividends, periodically or upon liquidation, may negatively affect the market price of our common stock.

In the future, we may issue debt or additional equity securities or incur additional borrowings. Upon our liquidation, holders of our debt securities and other loans and shares of preferred stock will receive a distribution of our available assets before common stockholders. If we incur additional debt in the future, our future interest costs could increase, and adversely affect our business, financial condition, results of operations, liquidity and prospects. We are not required to offer any additional equity securities to existing common stockholders on a preemptive basis. Therefore, additional common stock issuances, directly or through convertible or exchangeable securities, warrants or options, will dilute the holdings of our existing common stockholders and such issuances or the perception of such issuances may reduce the market price of our common stock. Our shares of preferred stock, if issued, would likely have a preference on distribution payments, periodically or upon liquidation, which could eliminate or otherwise limit our ability to pay dividends to common stockholders. Because our decision to issue debt or additional equity securities or incur additional borrowings in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. Thus, common stockholders bear the risk that our future issuances of debt or equity securities or our incurrence of additional borrowings will negatively affect the market price of our common stock.

The number of shares of common stock available for future issuance or sale could adversely affect the market price of our common stock.

As of February 27, 2015, approximately 57.7 million shares of our common stock were outstanding, and we have the authority to issue up to 500 million shares. Subject to applicable law, our board of directors has the authority, without further stockholder approval, to issue additional shares of our common stock on the terms and for the consideration it deems appropriate. Additionally, the resale by existing holders of a substantial number of our outstanding shares of common stock could adversely affect the market price of our common stock. As of December 31, 2014, Brookfield beneficially owned approximately 33.6% of our common stock (based on their publicly reported holdings). Any disposition by Brookfield, or any other substantial stockholder, of our common stock in the public market, or the perception that such dispositions could occur, could adversely affect prevailing market prices of our common stock. The sale of substantial amounts of our common stock, whether directly by us or in the secondary market, the perception that such sales could occur or the availability for future sale of shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock could, in turn, materially and adversely affect the market price of our common stock and our ability to raise capital through future offerings of equity or equity-related securities.

Our substantial stockholder may exert influence over us that may be adverse to our best interests and those of our other stockholders.

As of December 31, 2014, Brookfield beneficially owned approximately 33.6% of our common stock (based on their publicly reported holdings). The concentration of ownership of our outstanding common stock held by our substantial stockholder may make some transactions more difficult or impossible without the support of Brookfield. The interests of Brookfield could conflict with or differ from the interests of our other stockholders. For example, Brookfield’s concentration of ownership could allow Brookfield to influence our policies and strategies and could delay, defer or prevent a change of control or impede a merger, takeover or other business combination that may otherwise be favorable to us and our other stockholders. Brookfield may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Brookfield has agreed that it will not, in connection with a merger, combination, sale of all or substantially all of our assets or other similar business combination transaction involving us, convert, sell, exchange, transfer or convey any shares of common stock that are owned, directly or indirectly, by it on terms that are more favorable than those available to all other holders of common stock. This restriction does not, however, limit Brookfield’s ability to sell its shares of common stock to a third party at a higher price in circumstances other than the foregoing transactions.

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We have not established a minimum dividend payment level and no assurance can be given that we will be able to pay dividends to our stockholders in the future at current levels or at all.

We are generally required to distribute to our stockholders at least 90% of our taxable income each year for us to qualify as a REIT under the Code, which requirement we currently intend to satisfy through quarterly dividends of all or substantially all of our REIT taxable income in such year, subject to certain adjustments. We have not established a minimum dividend payment level, and our ability to pay dividends may be adversely affected by a number of factors, including the risk factors contained in this Annual Report. Although we have paid, and anticipate continuing to pay, quarterly dividends to our stockholders, our board of directors has the sole discretion to determine the timing, form and amount of any future dividends to our stockholders, and such determination will depend on our earnings, financial condition, debt covenants, maintenance of our REIT qualification and other factors as our board of directors may deem relevant from time to time. As a result, no assurance can be given that we will be able to continue to pay dividends to our stockholders in the future or that the level of any future dividends we do make to our stockholders will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect us.

In addition, dividends that we pay to our stockholders are generally taxable to our stockholders as ordinary income. However, a portion of our dividends may be designated by us as long-term capital gains to the extent that they are attributable to capital gain income recognized by us or may constitute a return of capital to the extent that they exceed our earnings and profits as determined for tax purposes. A return of capital is not taxable, but has the effect of reducing the basis of a stockholder’s investment in our common stock.      

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

Our investment in real estate as of December 31, 2014 consisted of our interests in the properties in our portfolio. We generally own the land underlying properties; however, at certain of our properties, all or part of the underlying land is owned by a third party that leases the land to us pursuant to a long-term ground lease. The leases generally contain various purchase options and typically provide us with a right of first refusal in the event of a proposed sale of the land by the landlord. Information regarding encumbrances on our properties is included in Schedule III of this Annual Report.

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The following sets forth certain information regarding our retail properties as of December 31, 2014:

Property Name (1)	Location	Anchors / Major Tenants	Mall and Freestanding GLA	Anchor GLA (Rouse Owned)	Anchor GLA (Tenant Owned)	Total GLA	% Leased	% Occupied
Animas Valley Mall	Farmington, NM	Dillard's, jcpenney, Sears	280,672	188,817	—	469,489	91.1%	90.3%
Barnes Crossing, The Mall at	Tupelo, MS	Belk Home, jcpenney, Sears, Belk, Dick's Sporting Goods	384,688	250,965	100,954	736,607	93.8	93.8
Bayshore Mall	Eureka, CA	Sears, Kohl's, Walmart	349,256	161,209	59,235	569,700	89.7	83.6
Bel Air Mall	Mobile, AL	Belk, jcpenney, Sears, Dillard's, Target	444,636	558,023	333,990	1,336,649	93.0	92.5
Birchwood Mall	Port Huron, MI	Sears, Carson's, Macy's, Target, jcpenney	304,805	161,216	264,918	730,939	94.4	94.2
Cache Valley Mall	Logan, UT	jcpenney, Herbergers	277,554	109,476	—	387,030	95.6	89.3
Chesterfield Towne Center	Richmond, VA	Macy's, jcpenney, Sears, Garden Ridge	484,877	543,572	—	1,028,449	94.6	91.6
Chula Vista Center	Chula Vista, CA	Macy's, jcpenney, Sears, Burlington Coat, AMC	320,844	163,232	377,600	861,676	93.9	93.9
Collin Creek Mall	Plano, TX	Sears, jcpenney, Macy's	328,028	176,259	613,824	1,118,111	82.9	82.9
Colony Square Mall	Zanesville, OH	Elder-Beerman, jcpenney, Dunham's Sports, Cinemark	352,136	78,440	58,997	489,573	80.4	80.4
Gateway Mall	Springfield, OR	Kohl's, Sears, Target, Cabella's, Walmart, Cinema 6	495,038	218,055	113,613	826,706	83.0	57.4
Grand Traverse Mall	Traverse City, MI	jcpenney, Macy's, Target	307,851	—	283,349	591,200	90.7	89.9
Greenville Mall	Greenville, NC	jcpenney, Belk Ladies, Belk, Dunham's Sports	227,749	178,510	46,051	452,310	94.6	92.9
Knollwood Mall	St. Louis Park, MN	Kohl's, TJ Maxx, Cub Foods	393,355	80,684	—	474,039	88.3	71.8
Lakeland Square	Lakeland, FL	jcpenney, Dillard's, Sears, Macy's, Burlington Coat, Cinemark	351,432	276,358	257,353	885,143	93.9	93.9
Lansing Mall	Lansing, MI	jcpenney, Younkers, Macy's, Regal Cinema	489,441	210,900	103,000	803,341	91.0	90.0
Mall St. Vincent	Shreveport, LA	Dillard's, Sears	195,603	—	348,000	543,603	80.9	80.1
NewPark Mall	Newark, CA	Macy's, jcpenney, Sears, Burlington Coat, AMC	484,443	207,372	335,870	1,027,685	94.0	85.7
North Plains Mall	Clovis, NM	Dillard's, jcpenney, Sears, Beall's	131,234	170,496	—	301,730	96.1	96.1
Pierre Bossier Mall	Bossier City, LA	jcpenney, Sears, Dillard's, Virginia College	265,680	59,156	288,328	613,164	90.4	90.4
Salisbury, The Centre at	Salisbury, MD	Boscov's, jcpenney, Sears, Macy's, Dick's, Regal Cinema	359,265	357,416	140,000	856,681	98.4	98.4
Sierra Vista, The Mall at	Sierra Vista, AZ	Dillard's, Sears, Cinemark	174,064	—	196,492	370,556	97.3	96.3
Sikes Senter	Wichita Falls, TX	Dillard's, jcpenney, Sears, Dillard's Men's and Home	291,945	374,690	—	666,635	95.3	96.9
Silver Lake Mall	Coeur D' Alene, ID	jcpenney, Macy's, Sears, Sports Authority	147,586	172,253	—	319,839	87.3	87.3
Southland Center	Taylor, MI	jcpenney, Macy's, Cinemark	374,180	215,787	292,377	882,344	95.1	92.4
Southland Mall	Hayward, CA	jcpenney, Kohl's, Macy's, Sears	560,197	445,896	292,000	1,298,093	95.9	83.1
Spring Hill Mall	West Dundee, IL	Kohl's, Carson Pirie Scott, Sears, Macy's, Regal Cinema	484,045	134,148	547,432	1,165,625	80.7	78.4
Steeplegate Mall	Concord, NH	Bon Ton, jcpenney, Sears	223,773	256,347	—	480,120	66.3	66.3
Three Rivers Mall	Kelso, WA	jcpenney, Macy's, Sportsman's Warehouse	317,558	98,566	—	416,124	83.2	80.1
Turtle Creek, The Mall at	Jonesboro, AR	Dillard's, jcpenney, Target	363,248	—	364,199	727,447	88.9	89.3
Valley Hills Mall	Hickory, NC	Belk, Dillard's, jcpenney, Sears	325,835	—	611,516	937,351	89.0	88.3
Vista Ridge Mall	Lewisville, TX	Dillard's, jcpenney, Macy's, Sears, Cinemark	392,102	—	670,210	1,062,312	94.4	94.4
Washington Park Mall	Bartlesville, OK	jcpenney, Sears, Dillard's	161,894	122,894	71,402	356,190	95.4	95.1
West Valley Mall	Tracy, CA	jcpenney, Macy's, Sears, Target, Cinemark	537,402	236,454	111,836	885,692	95.1	95.5
Westwood Mall	Jackson, MI	Younkers, Wal-Mart, jcpenney	145,187	70,500	301,188	516,875	88.8	88.7
White Mountain Mall	Rock Springs, WY	Herberger's, jcpenney	244,616	94,482	—	339,098	94.0	91.5
Total Rouse Portfolio			11,972,219	6,372,173	7,183,734	25,528,126	90.7%	87.3%

⁽¹⁾ All properties are 100% owned by Rouse Properties, Inc. and subsidiaries with the exception of The Mall at Barnes Crossing of which we own a 51% controlling interest.

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Property Operating Data

For the year ended December 31, 2014, none of our properties accounted for more than 10% of our total consolidated assets and none of our properties accounted for more than 10% of our total consolidated and combined gross revenue.

Same Property Portfolio

As of December 31, 2014, our total portfolio consisted of 36 properties (which excludes The Boulevard Mall, which was disposed of during the year ended December 31, 2013). Properties that were in operation and owned as of January 1, 2013, excluding two properties that were undergoing redevelopment with significant disruption and three assets that have been reclassified as special consideration assets⁽¹⁾, are referred to as the Same Property portfolio. As of December 31, 2014, our Same Property portfolio consisted of 26 properties. The following table identifies which of our properties were excluded from our Same Property Portfolio:

Property	Location
Acquisitions:
The Mall at Barnes Crossing	Tupelo, MS
Greenville Mall	Greenville, NC
Chesterfield Towne Center	Richmond, VA
The Centre at Salisbury	Salisbury, MD
Bel Air Mall	Mobile, AL
Redevelopments:
The Shoppes at Knollwood Mall	St. Louis Park, MN
Gateway Mall	Springfield, OR
Special Consideration Assets:(1)
Steeplegate Mall	Concord, NH
Collin Creek Mall	Plano, TX
Vista Ridge Mall	Lewisville, TX
Dispositions:
The Boulevard Mall	Las Vegas, NV

Explanatory Note:⁽¹⁾ A property is designated as a special consideration asset when it has a heightened probability of being conveyed to its lender absent substantive renegotiation.

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Operating Metrics

Average In-Place Rent

The following table sets forth our occupancy rates and the average in-place annual gross rental rate per square foot as of December 31, for each of the last five years for our total portfolio:

Year End	Mall & Freestanding GLA	Leased GLA	Leased % (1)		Average In-Place Gross Rent per square foot less than 10,000 square feet(2)(3)		Average In-Place Gross Rent per square foot greater than 10,000 square feet(3)(4)		Average Effective In-Place Gross Rent per square foot for anchors(5)
2010	9,065,852	7,996,849	88.2	%	$	39.74	$	9.58	$	4.05
2011	9,084,925	7,967,699	87.7	%	$	37.36	$	10.97	$	4.16
2012	10,109,530	9,097,913	90.0	%	$	36.78	$	10.67	$	4.04
2013	11,008,927	10,035,651	91.2	%	$	37.02	$	13.63	$	4.16
2014	11,972,219	10,854,231	90.7	%	$	37.69	$	13.91	$	4.23

Explanatory Notes:

⁽¹⁾ Leased percentage represents contractual obligations for space in malls and excludes traditional anchor stores.

⁽²⁾ Represents permanent tenants with spaces less than 10,000 square feet.

⁽³⁾ Rent is presented on a cash basis and consists of base minimum rent, common area costs, and real estate taxes. The average in-place gross rent per square foot calculation includes the terms of each lease as in effect at the time of the calculation, including any tenant concessions that may have been granted.

⁽⁴⁾ Represents permanent tenants with spaces in excess of 10,000 square feet, but excludes traditional anchors.

⁽⁵⁾ Represents traditional anchor tenants.

Leasing Volume

The following table represents the leases that we signed during 2014:

2014 Leasing Activity(1)(2)	Number of Leases	Square Feet	Term (in years)	Initial Inline Rent PSF (4)(5)	Initial Freestanding Rent PSF (4)(6)	Average Inline Rent PSF (5)(7)	Average Freestanding Rent PSF (6)(7)
New Leases
Under 10,000 sq. ft.	130	310,739	7.5	$33.00	$34.62	$35.97	$37.80
Over 10,000 sq. ft.	23	545,691	9.7	15.63	—	16.42	—
Total New Leases	153	856,430	8.9	21.50	34.62	23.03	37.80
Renewal Leases
Under 10,000 sq. ft.	261	754,886	3.2	$33.69	$19.16	$34.66	$19.43
Over 10,000 sq. ft.	20	389,958	3.8	10.79	9.80	10.83	9.80
Total Renewal Leases	281	1,144,844	3.4	25.48	17.75	26.12	17.97
Sub-Total	434	2,001,274	5.8	23.73	21.89	24.76	22.85
Percent in Lieu	61	211,265	n.a	n.a	n.a	n.a	n.a
Total for the year ended December 31, 2014 (3)	495	2,212,539	5.8	$23.73	$21.89	$24.76	$22.85

Explanatory Notes:

⁽¹⁾ Excludes anchors and specialty leasing. An anchor is defined as a department store or discount department store in traditional spaces whose merchandise appeals to a broad range of shoppers or spaces which are greater than 70,000 square feet.

⁽²⁾ Represents signed leases as of December 31, 2014.

⁽³⁾ The total leasing commissions were approximately $15.0 million for the year ended December 31, 2014. There were no material tenant concessions with respect to the leases signed during the year ended December 31, 2014.

⁽⁴⁾ Represents initial rent at time of rent commencement consisting of base minimum rent, common area costs, and real estate taxes.

⁽⁵⁾ Inline spaces are mall shop locations which exclude anchor and freestanding stores.

⁽⁶⁾ Freestanding spaces are outparcel retail locations (locations that are not attached to the primary complex of buildings that comprise a shopping center). Excludes anchor stores.

⁽⁷⁾ Represents average rent over the lease term consisting of base minimum rent, common area costs, and real estate taxes.

24

The following table represents our weighted average in-place rent for freestanding and mall space that is less than 10,000 square feet for the year ended December 31, 2014 for our Same Property portfolio:

	In-Place Rent < 10k SF (1)
	December 31, 2014
Freestanding (2)	$19.71
Mall (3)	$39.33
Total Same Property portfolio	$37.15

Explanatory Notes:

⁽¹⁾ Rent is presented on a cash basis and consists of base minimum rent, common area maintenance costs, and real estate taxes.

⁽²⁾ Freestanding spaces are outparcel retail locations (locations that are not attached to the primary complex of buildings that comprise a shopping center). Excludes anchor stores.

⁽³⁾ Mall shop locations exclude anchor and freestanding stores.

New and Renewal Leasing Spread

The following table presents leasing and rent spread information for renewals and new leases that we signed during the year ended December 31, 2014, as compared to the rents of the expiring leases on the same space:

New and Renewal Leasing Spread (1)
	Number of Leases	Square Feet	Term (in years)	Initial Rent PSF (2)		Average Rent PSF (3)		Expiring Rent PSF (4)		Initial Rent Spread		Average Rent Spread
Total	294	1,142,306	4.2	$	25.87	$	26.72	$	23.56	$2.30	9.8%	$3.15	13.4%

Explanatory Notes:

⁽¹⁾ Excluding anchors, percent in lieu, and specialty leasing.

⁽²⁾ Represents initial rent at time of rent commencement consisting of base minimum rent, common area costs, and real estate taxes.

⁽³⁾ Represents average rent over the lease term consisting of base minimum rent, common area costs, and real estate taxes..

⁽⁴⁾Represents expiring rent at end of lease consisting of base minimum rent, common area costs, and real estate taxes.

Our expiring rent during 2015 is approximately $35.16 per square foot, which we believe is below current market rates. We expect that the leasing rates that we achieve, on average, over time will benefit from improving the quality of our assets through our various strategic and cosmetic renovation projects.

25

Lease Expirations⁽¹⁾ 

The table below sets forth lease expiration data for all of our properties:        

Year	Number of Expiring Leases	Expiring GLA	Expiring Rates ($ psf) (2)		Percent of Total Gross Rent
Specialty Leasing (3)	495	1,133,147	$	12.79
Permanent Leasing
2014 and prior	25	81,654	40.23		1.2	%
2015	301	731,996	35.16		9.1	%
2016	406	1,369,907	31.00		15.0	%
2017	365	1,237,087	33.23		14.5	%
2018	228	1,095,310	32.32		12.5	%
2019	138	779,778	28.82		7.9	%
2020	93	557,982	23.59		4.6	%
2021	91	671,508	24.07		5.7	%
2022	97	454,323	32.46		5.2	%
2023	82	382,686	32.48		4.4	%
2024	105	717,957	23.91		6.1	%
2025	68	798,277	23.17		6.5	%
2026 and thereafter	39	838,600	24.48		7.3	%
Total Permanent Leasing	2,038	9,717,065	$	29.22	100.0	%
Total Leasing	2,533	10,850,212

Explanatory Notes:

⁽¹⁾ Represents contractual obligations for space in regional malls and excludes traditional anchor stores.

⁽²⁾ Excluded from the Expiring Rates are freestanding spaces, kiosks, and leases paying percent rent in lieu of base minimum rent.

⁽³⁾ Includes Specialty Leasing license agreements with terms in excess of 12 months.

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Mortgage and Other Debt

The following table sets forth certain information regarding the mortgages, notes, and loans payable encumbering our properties:

(In thousands)	Maturity				Outstanding Balance		Balloon Payment at Maturity
	Month	Year	Rate
					(In thousands)
Steeplegate Mall (1)	Aug	2014	4.94	%	$	45,858	$	45,858
Bel Air Mall	Dec	2015	5.30		111,276		109,045
Greenville Mall	Dec	2015	5.29		40,602		39,857
Vista Ridge Mall (2)	Apr	2016	6.87		68,537		64,660
Washington Park Mall (2)	Apr	2016	5.35		10,505		9,988
The Centre at Salisbury	May	2016	5.79		115,000		115,000
The Mall at Turtle Creek	Jun	2016	6.54		77,648		76,079
Collin Creek Mall (2)	Jul	2016	6.78		58,128		54,423
Grand Traverse Mall (2)	Feb	2017	5.02		59,479		57,266
NewPark Mall (3)	May	2017	3.42		65,304		63,050
West Valley Mall(4)	Sep	2018	3.24		59,000		56,790
Pierre Bossier Mall	May	2022	4.94		46,654		39,891
Pierre Bossier Anchor	May	2022	4.85		3,637		2,894
Southland Center (MI)	Jul	2022	5.09		76,037		65,085
Chesterfield Towne Center	Oct	2022	4.75		107,967		92,380
Animas Valley Mall	Nov	2022	4.41		50,053		41,844
Lakeland Square	Mar	2023	4.17		68,053		55,951
Valley Hills Mall	July	2023	4.47		66,492		54,921
Chula Vista Center	July	2024	4.18		70,000		60,814
The Mall at Barnes Crossing	Sep	2024	4.29		67,000		58,361
Bayshore Mall	Oct	2024	3.96		46,500		40,185
Total property level debt			4.99		1,313,730		1,204,342
2013 Term Loan (5)	Nov	2018	2.92		260,000		260,000
2013 Revolver (5)(6)	Nov	2017	2.92		10,000		10,000
Total corporate level debt					270,000		270,000
Total mortgages, notes and loans payable			4.64	%	$	1,583,730	$	1,474,342
Market rate adjustment					769
Total mortgages, notes and loans payable, net					$	1,584,499

Explanatory Notes:

⁽¹⁾ The loan matured on August 1, 2014 and was not repaid. As such the loan is in default.The loan is expected to be satisfied by deed in lieu of foreclosure during the year ending 2015. See further discussion in Note 5 of the Notes to the Consolidated and Combined Financial Statements.

⁽²⁾ Prepayable without a penalty.

⁽³⁾LIBOR (30 day) plus 325 basis points.

⁽⁴⁾During the year ended December 31, 2014, the Company entered into a swap transaction which fixed the interest rate on the loan for this property to 3.24% from LIBOR plus 175 basis points.

⁽⁵⁾ LIBOR (30 day) plus 275 basis points

⁽⁶⁾As of December 31, 2014, we had $10.0 million of indebtedness outstanding under the 2013 Revolver.

ITEM 3.    LEGAL PROCEEDINGS

Legal Proceedings

In the ordinary course of our business, we are from time to time involved in legal proceedings related to the ownership and operations of our properties. We are not currently involved in any legal or administrative proceedings that we believe are likely to have a materially adverse effect on our business, results of operations or financial condition.

ITEM 4  MINE SAFETY DISCLOSURES

Not Applicable

27

PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is listed on the NYSE under the symbol "RSE." The Company's common stock began "regular way" trading on January 13, 2012. The following table presents the high and low sales prices for our common stock on the NYSE and the dividends declared per share for the quarters set forth below for the periods indicated.

	Stock Price				Dividends
2014:	High		Low		Declared
First quarter	$	22.03	$	16.39	$	0.17
Second quarter	17.46		15.93		0.17
Third quarter	17.87		16.17		0.17
Fourth quarter	18.65		15.83		0.17
2013:
First quarter	$	18.52	$	16.20	$	0.13
Second quarter	22.17		17.73		0.13
Third quarter	21.27		18.25		0.13
Fourth quarter	25.08		19.24		0.13

On February 27, 2015, the closing sale price of the common stock as reported by the NYSE was $17.28. The Company had 1,919 holders of record of common stock as of February 27, 2015.

The Company declared four dividends during the year ended December 31, 2014 at $0.17 per share and four dividends during the year ended December 31, 2013 at $0.13 per share. The Company has elected to be taxed as a REIT beginning with the filing of its tax return for the 2011 fiscal year. As of December 31, 2014, the Company has met the requirements of a REIT and has filed its tax returns for the 2013 fiscal year accordingly. Subject to its ability to meet the requirements of a REIT, the Company intends to maintain this status in future periods.

To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of its ordinary taxable income and to either distribute capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. A REIT will avoid entity level federal tax if it distributes 100% of its capital gains and ordinary income. In addition, the Company is required to meet certain asset and income tests.

Unregistered Sales of Securities

There were no unregistered sales of securities during the fourth quarter of 2014.

Issuer Purchases of Equity Securities

We did not acquire any shares of our common stock during the fourth quarter of 2014.

ITEM 6.    SELECTED FINANCIAL DATA

The following table sets forth the selected historical consolidated and combined financial and other data of our business. We were formed for the purpose of holding certain assets and assuming certain liabilities of GGP. Prior to January 12, 2012, we were a wholly-owned subsidiary of GGPLP. GGP distributed the assets and liabilities of 30 of its wholly-owned properties (“RPI Businesses”) to Rouse on January 12, 2012 (the “Spin-Off Date”). Prior to the completion of the spin-off, we did not conduct any business and did not have any material assets or liabilities. In April 2009, GGP's predecessor and certain of its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of Title II of the United States Code ("Chapter 11"). On November 9, 2010 (the "Effective Date"), GGP emerged from Chapter 11 bankruptcy after receiving a significant equity infusion from investors and other associated events. As a result of the emergence from bankruptcy and the related equity infusion, the majority of equity in GGP changed ownership, which triggered the application of acquisition accounting to the assets and liabilities of GGP. As a result, the application of acquisition accounting has been applied to the assets and liabilities of RPI Bussinesses and therefore the following tables have been presented separately for Predecessor and Successor for the year ended December 31, 2010. The selected historical financial data set forth below as of December 31, 2014, 2013, 2012, 2011 and 2010 and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 has been derived from our audited consolidated and combined financial statements.

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Our consolidated and combined financial statements were carved-out from the financial information of GGP at a carrying value reflective of such historical cost in such GGP records for periods prior to the Spin-Off Date. Our historical financial results reflect allocations for certain corporate expenses which include, but are not limited to, costs related to property management, human resources, security, payroll and benefits, legal, corporate communications, information services and restructuring and reorganization. Costs of the services that were allocated or charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly our percentage of GGP's adjusted revenue, GLA of assets and number of properties. These results do not reflect what our expenses would have been had we been operating as a separate stand-alone public company in 2010 and 2011. For the years ended December 31, 2012 and 2011, the corporate cost allocations were $0.4 million and $10.7 million, respectively. The corporate cost allocations for the period from November 10, 2010 through December 31, 2010 and the period from January 1, 2010 through November 9, 2010 were $1.7 million and $6.7 million, respectively.

Effective with the spin-off, we assumed responsibility for all of these functions and related costs and our costs as a stand-alone entity are higher than those allocated to us from GGP. The historical combined financial information presented prior to 2012 are not indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone entity during those periods shown. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview—Basis of Presentation."

The historical results set forth below do not indicate results expected for any future periods. The selected financial data set forth below are qualified in their entirety by, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated and combined financial statements and related notes thereto included elsewhere in this Annual Report.

29

				Historical
										Successor						Predecessor
	Year Ended December 31,												November 10 - December 31			January 1 - November 9
	2014			2013			2012			2011			2010
				(In thousands, except per share data )
Operating Data:
Total revenues	$	292,127		$	243,542		$	224,299		$	223,359		$	33,438		$	207,725
Other operating expenses	(144,422		)	(124,638		)	(129,565		)	(106,857		)	(15,908		)	(83,569		)
Provisions for impairment	(15,965		)	(15,159		)	—			—			—			—
Depreciation and amortization	(100,302		)	(66,497		)	(67,709		)	(73,571		)	(10,170		)	(49,574		)
Operating income	31,438			37,248			27,025			42,931			7,360			74,582
Interest expense, net	(82,586		)	(81,986		)	(89,348		)	(64,447		)	(9,325		)	(83,770		)
Reorganization items	—			—			—			—			5			(23,682		)
Provision for income taxes	(537		)	(844		)	(445		)	(533		)	(82		)	(506		)
Loss from continuing operations	(51,685		)	(45,582		)	(62,768		)	(22,049		)	(2,042		)	(33,376		)
Discontinued operations:
Gain (loss) from discontinued operations	—			(23,158		)	(5,891		)	(4,927		)	(824		)	12,346
Gain on extinguishment of debt	—			13,995			—			—			—			—
Discontinued operations, net	—			(9,163		)	(5,891		)	(4,927		)	(824		)	12,346
Net loss	$	(51,685	)	$	(54,745	)	$	(68,659	)	$	(26,976	)	$	(2,866	)	$	(21,030	)
Net (income) attributable to non-controlling interests	(71		)	—			—			—			—			—
Net loss attributable to Rouse Properties Inc.	$	(51,756	)	$	(54,745	)	$	(68,659	)	$	(26,976	)	$	(2,866	)	$	(21,030	)
Loss from continuing operations per share attributable to Rouse Properties Inc. - Basic and Diluted	$	(0.90	)	$	(0.92	)	$	(1.36	)	$	(0.61	)	$	(0.06	)	$	(0.93	)
Net loss per share attributable to Rouse Properties Inc- Basic and diluted	$	(0.90	)	$	(1.11	)	$	(1.49	)	$	(0.75	)	$	(0.08	)	$	(0.59	)
Dividends declared per share	$	0.68		$	0.52		$	0.21		$	—		$	—		$	—
Weighted average shares outstanding	57,203,196			49,344,927			46,149,893			35,906,105			35,906,105			35,906,105
Cash Flow Data:
Operating activities	$	82,301		$	62,602		$	38,277		$	80,723		$	7,365		$	41,103
Investing activities	(236,132		)	(464		)	(236,602		)	(25,370		)	(14,300		)	(9,248		)
Financing activities	153,915			(56,006		)	206,213			(56,965		)	2,333			(25,786		)
Other Financial Data:
NOI(1)	$	178,054		$	147,591		$	129,627		$	135,577		$	20,644		$	137,687
Core NOI(1)	189,535			161,047			150,172			154,865			24,357			137,136
FFO(2)	63,659			35,340			2,431			51,240			8,153			32,383
Core FFO(2)	94,516			77,521			62,658			83,897			13,251			71,517

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	Historical
							Successor
	December 31,
	2014		2013		2012		2011		2010
	(In thousands)
Investment in real estate, cost(3)	$	2,191,435	$	1,948,131	$	1,652,755	$	1,462,482	$	1,434,197
Total assets	2,270,400		2,019,510		1,905,073		1,583,524		1,644,264
Mortgage, notes and loans payable(4)	1,584,499		1,454,546		1,283,491		1,059,684		1,216,820
Total liabilities	1,737,065		1,564,229		1,372,177		1,157,196		1,314,402
Total equity	533,335		455,281		532,896		426,328		329,862

Explanatory Notes:

⁽¹⁾ NOI and Core NOI do not represent income from operations as defined by accounting principles generally accepted in the United States of America ("GAAP"). We use NOI and Core NOI as supplemental measures of our operating performance. For our definitions of NOI and Core NOI, as well as a discussion of their uses and inherent limitations, see "—Non-GAAP Financial Measures—Real Estate Property Net Operating Income and Core Net Operating Income" below.

⁽²⁾ FFO and Core FFO do not represent cash flow from operations as defined by GAAP. We use FFO and Core FFO as supplemental measures of our operating performance. For our definitions of FFO and Core FFO as well as a discussion of their uses and inherent limitations, see "—Non-GAAP Financial Measures—Funds from Operations and Core Funds from Operations" below.

⁽³⁾ Includes the application of acquisition accounting at GGP's emergence in November 2010, and excludes accumulated depreciation for all periods presented. At emergence from bankruptcy, the balance of the "Investments in real estate, cost" reflected the fair value of these assets.

⁽⁴⁾ Total debt includes $0.8 million, $9.6 million, $33.8 million, $58.0 million, and $67.7 million of non-cash fair value adjustment on mortgage assumptions as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.

Non-GAAP Financial Measures

Real Estate Property Net Operating Income and Core Net Operating Income

We present NOI and Core NOI, as defined below, in this Annual Report as supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. We believe that NOI and Core NOI are useful supplemental measures of our operating performance. We define NOI as operating revenues (minimum rents, including lease termination fees, tenant recoveries, overage rents, and other income) less property and related expenses (real estate taxes, repairs and maintenance, marketing, other property expenses, and provision for doubtful accounts). We define Core NOI as NOI excluding straight-line rent, amortization of tenant inducements, amortization of above and below-market tenant leases, and amortization of above and below-market ground rent expense. Other real estate companies may use different methodologies for calculating NOI and Core NOI and, accordingly, our NOI and Core NOI may not be comparable to other real estate companies.

Because NOI and Core NOI exclude general and administrative expenses, interest expense, depreciation and amortization, impairment, reorganization items, strategic initiatives, provision for income taxes, gain on extinguishment of debt, straight-line rent, above and below-market tenant leases, and above and below-market ground leases, we believe that NOI and Core NOI provide performance measures that, when compared year over year, reflect the revenues and expenses directly associated with owning and operating regional shopping malls and the impact on operations from trends in occupancy rates, rental rates and operating costs. These measures thereby provide an operating perspective not immediately apparent from GAAP operating income (loss) or net income (loss). We use NOI and Core NOI to evaluate our operating performance on a property-by-property basis because NOI and Core NOI allow us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

In addition, management believes that NOI and Core NOI provide useful information to the investment community about our operating performance. However, due to the exclusions noted above, NOI and Core NOI should only be used as supplemental measures of our financial performance and not as an alternative to GAAP operating income (loss) or net income (loss). For reference, and as an aid in understanding management's computation of NOI and Core NOI, a reconciliation from the consolidated and combined net loss as computed in accordance with GAAP to NOI and Core NOI (including Same Property portfolio Core NOI and Same Property portfolio Core NOI, as adjusted) is presented below.

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										Successor							Predecessor
	Year Ended December 31,
	2014			2013			2012			2011			November 10 - December 31, 2010				January 1 - November 9, 2010
	(In thousands)
Net loss	$	(51,685	)	$	(54,745	)	$	(68,659	)	$	(26,976	)	$	(2,866	)		$	(21,030	)
Gain on extinguishment of debt	—			(13,995		)	—			—			—				—
Provision for income taxes	537			844			445			533			82				506
Interest expense(1)	82,909			85,761			96,889			70,984			10,394				88,654
Interest income	(323		)	(548		)	(755		)	(36		)	(1		)		(56		)
Other (2)	5,437			4,223			9,965			1,526			313				16
Reorganization items	—			—			—			—			—				9,515
Provision for impairment (3)	15,965			36,820			—			—			—				—
Depreciation and amortization (4)	100,302			67,260			71,090			78,216			11,019				53,413
General and administrative	26,329			21,971			20,652			11,330			1,703				6,669
Noncontrolling interest	(1,417		)	—			—			—			—			—	—
NOI	$	178,054		$	147,591		$	129,627		$	135,577		$	20,644			$	137,687
Above and below market ground rent expense, net	145			125			125			125			18				—
Above and below market tenant leases, net (5)	13,066			15,848			24,028			25,194			3,793				(688		)
Amortization of tenant inducements	28			1,000			—			—			—				—
Amortization of straight line rent (6)	(1,758		)	(3,517		)	(3,608		)	(6,031		)	(98		)		137
Core NOI	$	189,535		$	161,047		$	150,172		$	154,865		$	24,357			$	137,136
Non same property assets (1)	(56,792		)	(32,501		)	(11,867		)	—			—				—
Termination income	(2,203		)	(414		)	(507		)	—			—				—
Same Property portfolio Core NOI	$	130,540		$	128,132		$	137,798		$	154,865		$	24,357			$	137,136
Adjust for legacy litigation expenses and (recoveries)	836			(528		)	—			—			—				—
Same Property core net operating income, as adjusted	$	131,376		$	127,604		$	137,798		$	154,865		$	24,357			$	137,136

Explanatory Notes:

⁽¹⁾ For the years ended December 31, 2013, 2012, 2011, the period from November 10, 2010 through December 31, 2010, and the period from January 1 through November 9, 2010, interest expense included $3.2 million, $6.8 million, $6.5 million, $1.1 million and $4.8 million, respectively, of interest expense reclassified to discontinued operations.

⁽²⁾ Other includes property acquisition costs, non-recurring costs related to the transition from Brookfield financial service center (our out-sourced provider of administrative services), and non-comparable costs related to the spin-off from GGP.

⁽³⁾ For the year ended December 31, 2013, provision for impairment included $21.6 million of provision for impairment reclassified to discontinued operations.

⁽⁴⁾ For the years ended December 31, 2013, 2012, 2011, the period from November 10, 2010 through December 31, 2010, and the period from January 1 through November 9, 2010, depreciation and amortization expense included $0.8 million, $3.4 million, $4.6 million, $0.8 million and $3.8 million, respectively, of depreciation and amortization reclassified to discontinued operations.

⁽⁵⁾ For the years ended December 31, 2013, 2012, 2011 and the period from November 10, 2010 through December 31, 2010, above and below market tenant leases, net, included ($0.2) million, ($2.3) million, ($2.6) million, and ($0.3) million, respectively, which were reclassified to discontinued operations. For the period from January 1 through November 9, 2010, there were no above and below market tenant leases, net, included in discontinued operations.

⁽⁶⁾ For the years ended December 31, 2013, 2012, 2011, the period from November 10, 2010 through December 31, 2010 and the period from January 1 through November 9, 2010, amortization of straight line rent included $0.03 million, $0.2 million, $0.02 million, ($0.4) million and $0.3 million, respectively, which were reclassified to discontinued operations.

32

Funds from Operations and Core Funds from Operations

Consistent with real estate industry and investment community practices, we use FFO, as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), as a supplemental measure of our operating performance. NAREIT defines FFO as net income (loss) (computed in accordance with GAAP), excluding impairment write-downs on depreciable real estate, gains or losses from cumulative effects of accounting changes, extraordinary items and sales of depreciable properties, plus real estate related depreciation and amortization. We also include Core FFO as a supplemental measurement of operating performance. We define Core FFO as FFO excluding straight-line rent, amortization of tenant inducements, amortization of above-and below-market tenant leases, amortization of above-and below-market ground rent expense, reorganization items, amortization of deferred financing costs, mark-to-market adjustments on debt, write-off of market rate adjustments on debt, write-off of deferred financing costs, debt extinguishment costs, provision for income taxes, gain on extinguishment of debt, and other costs. Other real estate companies may use different methodologies for calculating FFO and Core FFO and, accordingly, our FFO and Core FFO may not be comparable to other real estate companies.

We consider FFO and Core FFO useful supplemental measures and a complement to GAAP measures because they facilitate an understanding of the operating performance of our properties. FFO does not include real estate depreciation and amortization required by GAAP because these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO provides investors with a clearer view of our operating performance, particularly with respect to our mall properties. Core FFO does not include certain items that are non-cash and certain non-comparable items. FFO and Core FFO are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenues, operating income (loss), net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.

For reference, and as an aid in understanding management's computation of FFO and Core FFO, a reconciliation from the Consolidated and Combined Net loss as computed in accordance with GAAP to FFO and Core FFO is presented below:

										Successor						Predecessor
	Year Ended December 31,
	2014			2013			2012			2011			November 10 - December 31, 2010			January 1 - November 9, 2010
	(In thousands)
Net loss	$	(51,685	)	$	(54,745	)	$	(68,659	)	$	(26,976	)	$	(2,866	)	$	(21,030	)
Depreciation and amortization (1)	100,302			67,260			71,090			78,216			11,019			53,413
Provision for impairment (2)	15,965			36,820			—			—			—			—
Gain on extinguishment of debt	—			(13,995		)	—			—			—			—
Non-controlling interest	(923		)	—			—			—			—			—
FFO	$	63,659		$	35,340		$	2,431		$	51,240		$	8,153		$	32,383
Provision for income taxes	537			844			445			533			82			506
Interest expense (3):
Amortization and write-off of market rate adjustments	8,877			8,755			19,460			9,721			990			29,648
Amortization and write-off of deferred financing costs	4,209			12,544			9,812			—			—			—
Debt extinguishment costs	259			2,276			—			1,589			—			—
Amortization of straight line rent for corporate and regional offices	56			83			—			—			—			—
Other (4)	5,437			4,223			9,965			1,526			313			16
Reorganization items	—			—			—			—			—			9,515
Above and below market ground rent expense, net	145			125			125			125			18			—
Above and below market tenant leases, net (5)	13,066			15,848			24,028			25,194			3,793			(688		)
Amortization of tenant inducements	28			1,000			—			—			—			—
Amortization of straight line rent (6)	(1,757		)	(3,517		)	(3,608		)	(6,031		)	(98		)	137
Core FFO	$	94,516		$	77,521		$	62,658		$	83,897		$	13,251		$	71,517

Explanatory Notes:

⁽¹⁾ For the years ended December 31, 2013, 2012, 2011, the period from November 10, 2010 through December 31, 2010, and the period from January 1 through November 9, 2010, depreciation and amortization expense included $0.8 million, $3.4 million, $4.6 million, $0.8 million,and $3.8 million, respectively, of depreciation and amortization reclassified to discontinued operations.

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⁽²⁾ For the year ended December 31, 2013, provision for impairment included $21.6 million of provision for impairment reclassified to discontinued operations. ⁽³⁾ For the years ended December 31, 2013, 2012, 2011, the period from November 10, 2010 through December 31, 2010, and the period from January 1 through November 9, 2010, interest expense included $3.2 million, $6.8 million, $6.5 million, $1.1 million, and $4.8 million, respectively, of interest expense reclassified to discontinued operations.

⁽⁴⁾ Other includes property acquisition costs, non-recurring costs related to the transition from Brookfield financial service center (our out-sourced provider of administrative services), and non-comparable costs related to the spin-off from GGP.

⁽⁵⁾ For the years ended December 31, 2013, 2012, 2011 and the period from November 10, 2010 through December 31, 2010, above and below market tenant leases, net, included ($0.2) million, ($2.3) million, ($2.6) million, and ($0.3) million, respectively, which were reclassified to discontinued operations. For the period from January 1 through November 9, 2010, there were no above and below market tenant leases, net, included in discontinued operations.

⁽⁶⁾ For the years ended December 31, 2013, 2012, 2011, the period from November 10, 2010 through December 31, 2010, and the period from January 1 through November 9, 2010, amortization of straight line rent included $0.03 million, $0.2 million, $0.02 million, ($0.4) million and $0.3 million, respectively, which were reclassified to discontinued operations.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section contains forward-looking statements that involve risks and uncertainties. Our actual results may vary materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in "Risk Factors" and the other matters set forth in this Annual Report. See "Cautionary Statement Regarding Forward-Looking Statements."

All references to numbered Notes are to specific footnotes to our Consolidated and Combined Financial Statements included in this Annual Report. You should read this discussion in conjunction with our Consolidated and Combined Financial Statements, the notes thereto and other financial information included elsewhere in this Annual Report. Our financial statements are prepared in accordance with GAAP. Capitalized terms used, but not defined, in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") have the same meanings as in such Notes.

Overview—Introduction

As of December 31, 2014, our portfolio consisted of 36 regional malls in 23 states totaling over 25.5 million square feet of retail and ancillary space which are 90.7% leased and 87.3% occupied. We elected to be treated as a REIT beginning with the filing of our tax returns for the 2011 taxable year. As of December 31, 2014, we have met the requirements of a REIT and have filed our tax returns for the 2013 fiscal year accordingly. Subject to our ability to meet the requirements of a REIT, we intend to maintain this status in future periods.

The majority of the income from our properties is derived from rents received through long-term leases with retail tenants. These long-term leases generally require the tenants to pay base rent which is a fixed amount specified in the lease. The base rent is often subject to scheduled increases during the term of the lease. Our financial statements refer to this as "minimum rents." Certain of our leases also include a component which requires tenants to pay amounts related to all or substantially all of their share of real estate taxes and certain property operating expenses, including common area maintenance and insurance. The revenue earned attributable to real estate tax and operating expense recoveries is recorded as "tenant recoveries." Another component of income is overage rent. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount. Overage rent is calculated by multiplying the tenant's sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is typically earned in the fourth quarter.

Our objective is to achieve growth in NOI, Core NOI, FFO and Core FFO by leasing, operating and repositioning retail properties with locations that are either market dominant (the only mall within an extended distance) or trade area dominant (the premier mall serving the defined regional consumer). We seek to continue to control costs and to deliver an appropriate tenant mix, higher occupancy rates and increased sales productivity, resulting in higher minimum rents.

We believe that the most significant operating factor affecting incremental cash flow, NOI, Core NOI, FFO and Core FFO is increased aggregate rents collected from tenants at our properties. These rental revenue increases are primarily achieved by:

• Increasing occupancy at the properties so that more space is generating rent;

• Increasing tenant sales in which we participate through overage rent;

• Re-leasing existing space and renewing expiring leases at rates higher than expiring or existing rates; and

• Prudently investing capital into our properties to generate an increased overall return.

Overview—Basis of Presentation

34

We were formed in August 2011 for the purpose of holding certain assets and assuming certain liabilities of GGP. Following the distribution of these assets and liabilities to us on January 12, 2012, we began operating our business as a stand-alone owner and operator of regional malls. The financial information included in this Annual Report has been presented on a consolidated basis for the period after the Spin-Off Date. The financial information is presented on a combined basis prior to the Spin-Off Date as the entities were under common control and ownership, and reflects the allocation of certain overhead items within property management and other costs in the accompanying combined financial statements.

The historical combined financial information included in this Annual Report prior to the Spin-Off Date does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly-traded company during the periods presented or those that we will achieve in the future primarily as a result of the following factors:

• Prior to the spin-off, our business was operated by GGP as part of its broader corporate organization, rather than as a separate, stand-alone company. GGP or its affiliates performed various corporate functions for us, including, but not limited to, property management, human resources, security, payroll and benefits, legal, corporate communications, information services, restructuring and reorganization. Costs of the services that were allocated or charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly our percentage of GGP's adjusted revenue, GLA of assets and also the number of properties. Our historical financial results reflect allocations for certain corporate costs and we believe such allocations are reasonable; however, such results do not reflect what our expenses would have been had we been operating as a separate, stand-alone public company.

• Prior to the spin-off, portions of our business were integrated with the other businesses of GGP. Historically, we have shared economies of scope and scale in costs, employees, vendor relationships and certain customer relationships. We entered into a transition services agreement with GGP that governs certain commercial and other relationships. As of December 31, 2013, the agreement with GGP was terminated.

Recent Developments

   During 2014, we successfully completed transactions promoting our long-term strategy as a dominant regional mall owner and operator:

Acquisitions

• Acquired Bel Air Mall located in Mobile, AL for a total purchase price of approximately $131.9 million, net of closing costs and adjustments, including the assumption of the existing $112.5 million non-recourse mortgage loan. The loan bears interest at a fixed rate of 5.30%, matures in December 2015, and amortizes over 30 years; and

• Acquired a 51% controlling interest in The Mall at Barnes Crossing located in Tupelo, MS for a total purchase price of approximately $98.9 million, net of closing costs and adjustments. In conjunction with the closing of this transaction, we closed on a new $67.0 million non-recourse mortgage loan that bears interest at a fixed rate of 4.29%, matures in September 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter.

Equity Offering

• Issued 8,050,000 shares in an underwritten public offering of our common stock at a public offering price of $19.50 per share and raised approximately $150.7 million after deducting the underwriting discount and offering costs. The proceeds from the offering were used in part to repay the $48.0 million outstanding balance of the 2013 Revolver as of December 31, 2013. The remaining proceeds were used for general corporate purposes, including to fund acquisitions, working capital and other needs.

Refinancing

• Exercised a portion of the $250.0 million "accordion" feature of our 2013 Senior Facility to increase the available borrowings of our 2013 Revolver thereunder from $250.0 million to $285.0 million. See "— Liquidity and Capital Resources" for additional information regarding our 2013 Senior Facility. The term and rates of our 2013 Senior Facility were otherwise unchanged.

• Entered into a swap transaction which fixed the interest rate on West Valley Mall from a variable rate of LIBOR (30 day) plus 175 basis points to 3.24%.

• Paid off the remaining $27.6 million mortgage debt balance on Bayshore Mall, which had a fixed interest rate of 7.13%, and obtained a new non-recourse mortgage loan for $46.5 million on the property. The loan bears interest at a fixed rate of 3.96%, matures in October 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter.

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• Removed Chula Vista Center from the 2013 Senior Facility collateral pool and placed a new $70.0 million non-recourse mortgage loan on Chula Vista Center. The loan bears interest at a fixed rate of 4.18%, matures in July 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter. Sikes Senter had an outstanding mortgage loan of $54.6 million with a fixed interest rate of 5.20% which was repaid on July 1, 2014 with proceeds from the Chula Vista Center refinancing. Upon repayment, Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility balance. We received proceeds of approximately $15.0 million, before transaction costs, from these refinancings.

• Reduced the spread on the mortgage loan for NewPark Mall from LIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

Subsequent to 2014, we have successfully completed the following transactions:

• In January 2015, we sold The Shoppes at Knollwood in St. Louis Park, MN for gross proceeds of $106.7 million. The mortgage debt balance of $35.1 million was defeased simultaneously with the sale of the property. Net proceeds of $54.7 million were available for general corporate purposes, including acquisitions and ongoing capital investments within the existing portfolio.

• In January 2015, we acquired Mt. Shasta Mall located in Redding, CA, for a total purchase price of $49.0 million. In February 2015, we placed a new $31.9 million non-recourse mortgage loan on the property. The loan bears interest at 4.19%, matures in March 2025, is interest only for the first three years and amortizes on a 30 year schedule thereafter.

• In February 2015, we paid off the remaining mortgage loan balance of $10.4 million on Washington Park Mall.

• In February 2015, our Board of Directors declared a first quarter common stock dividend of $0.18 per share, which will be paid on April 30, 2015 to stockholders of record on April 15, 2015.

Additionally, in February 2015, the loan associated with Vista Ridge Mall was transferred to special servicing.

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Results of Operations

Year Ended December 31, 2014 compared to the Year Ended December 31, 2013

		December 31, 2014			December 31, 2013			$ Change			% Change
	(In thousands)
Revenues:
Minimum rents		$	200,354		$	165,097		$	35,257		21.4	%
Tenant recoveries		77,580			66,061			11,519			17.4
Overage rents		6,470			5,943			527			8.9
Other		7,723			6,441			1,282			19.9
Total revenues		292,127			243,542			48,585			19.9
Expenses:
Property operating costs		70,269			60,288			9,981			16.6
Real estate taxes		26,571			22,089			4,482			20.3
Property maintenance costs		11,331			11,446			(115		)	(1.0	)
Marketing		3,257			3,734			(477		)	(12.8	)
Provision for doubtful accounts		1,228			887			341			38.4
General and administrative		26,329			21,971			4,358			19.8
Provision for impairment		15,965			15,159			806			5.3
Depreciation and amortization		100,302			66,497			33,805			50.8
Other		5,437			4,223			1,214			28.7
Total expenses		260,689			206,294			54,395			26.4
Operating income		31,438			37,248			(5,810		)	(15.6	)
Interest income		323			548			(225		)	(41.1	)
Interest expense		(82,909		)	(82,534		)	(375		)	0.5
Loss before income taxes and discontinued operations		(51,148		)	(44,738		)	(6,410		)	14.3
Provision for income taxes		(537		)	(844		)	307			(36.4	)
Loss from continuing operations		(51,685		)	(45,582		)	(6,103		)	13.4
Loss from discontinued operations		—			(23,158		)	23,158			100.0
Gain on extinguishment of debt		—			13,995			(13,995		)	(100.0	)
Discontinued operations, net		—			(9,163		)	9,163			100.0
Net loss		$	(51,685	)	$	(54,745	)	$	3,060		5.6	%

Revenues

Total revenues increased by $48.6 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. The acquisitions of Greenville Mall, Chesterfield Towne Center, The Centre at Salisbury, Bel Air Mall and The Mall at Barnes Crossing during 2013 and 2014 provided $51.0 million of the increase in revenues, offset by a decline of $5.7 million in revenues on the properties undergoing redevelopment and special consideration assets. The Same Property portfolio contributed an increase in revenues of $3.3 million during the year ended December 31, 2014 compared to the year ended December 31, 2013.

Operating Expenses

Property operating expenses increased by $14.2 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. Property operating expenses include real estate taxes, property maintenance costs, marketing, property operating costs, and provision for doubtful accounts. An increase of $14.6 million during the year ended December 31, 2014 resulted from the property acquisitions of Greenville Mall, Chesterfield Towne Center, The Centre at Salisbury, Bel Air Mall and

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The Mall at Barnes Crossing. The Same Property portfolio experienced an expense savings of $1.1 million while the operating expense of the properties undergoing redevelopment and special consideration assets increased by $0.7 million.

General and administrative expenses increased by $4.4 million for the year ended December 31, 2014 compared to the year ended December 31, 2013 which was primarily attributable to the increase of costs for our current outsourced information technology platform provided by Brookfield Corporate Operations, LLC ("BCO"). Also contributing to the increase was an additional $2.1 million in compensation related costs due to a full year of normalized salary for the ramp up of staffing that occurred throughout 2013 and new hires hired throughout 2014.

Provision for impairment increased by $0.8 million as a result of impairments recorded on Steeplegate Mall and Collin Creek Mall during the year ended December 31, 2014. During the year ended December 31, 2013, we recorded a provision for impairment of $15.2 million on Steeplegate Mall. As of December 31, 2014, we assessed whether the carrying value of the properties could be recovered through the estimated future undiscounted cash flows. As our intended holding period has changed for the two properties, the undiscounted cash flows were less than the carrying amount of the assets. As a result, we recorded an impairment charge of $16.0 million for the excess carrying amount over the estimated fair value.

Depreciation and amortization expense increased by $33.8 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. The acquisitions of Greenville Mall, Chesterfield Towne Center, The Centre at Salisbury, Bel Air Mall and The Mall at Barnes Crossing resulted in $23.3 million of the increase in depreciation and amortization expense. The remaining increase is the result of additional depreciation and amortization on recently completed property redevelopments.

Other Income and Expenses

Discontinued operations, net, decreased for the year ended December 31, 2014 compared to the year ended December 31, 2013. During the year ended December 31, 2013, we conveyed our interest in Boulevard Mall to the lender of the loan (see Note 8 to the Consolidated and Combined Financial Statements) and, as such, the historical operations of this property are now presented in "Discontinued operations, net". No assets were disposed of during the year ended December 31, 2014.

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Year Ended December 31, 2013 compared to the Year Ended December 31, 2012

		December 31, 2013			December 31, 2012			$ Change			% Change
	(In thousands)
Revenues:
Minimum rents		$	165,097		$	148,695		$	16,402		11.0	%
Tenant recoveries		66,061			64,638			1,423			2.2
Overage rents		5,943			5,912			31			0.5
Other		6,441			5,054			1,387			27.4
Total revenues		243,542			224,299			19,243			8.6
Expenses:
Property operating costs		60,288			57,482			2,806			4.9
Real estate taxes		22,089			22,827			(738		)	(3.2	)
Property maintenance costs		11,446			13,242			(1,796		)	(13.6	)
Marketing		3,734			3,602			132			3.7
Provision for doubtful accounts		887			1,855			(968		)	(52.2	)
General and administrative		21,971			20,652			1,319			6.4
Provision for impairment		15,159			—			15,159			100.0
Depreciation and amortization		66,497			67,709			(1,212		)	(1.8	)
Other		4,223			9,905			(5,682		)	(57.4	)
Total expenses		206,294			197,274			9,020			4.6
Operating income		37,248			27,025			10,223			37.8
Interest income		548			755			(207		)	(27.4	)
Interest expense		(82,534		)	(90,103		)	7,569			8.4
Loss before income taxes and discontinued operations		(44,738		)	(62,323		)	17,585			28.2
Provision for income taxes		(844		)	(445		)	(399		)	(89.7	)
Loss from continuing operations		(45,582		)	(62,768		)	17,186			27.4
Loss from discontinued operations		(23,158		)	(5,891		)	(17,267		)	>100.0
Gain on extinguishment of debt		13,995			—			13,995			100.0
Discontinued operations, net		(9,163		)	(5,891		)	(3,272		)	(55.5	)
Net loss		$	(54,745	)	$	(68,659	)	$	13,914		20.3	%

Revenues

Total revenues increased by $19.2 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. The increase in revenues was primarily attributed to the property acquisitions of Grand Traverse Mall, The Mall at Turtle Creek, Greenville Mall, Chesterfield Towne Center and The Centre at Salisbury. In addition, we received additional revenue from net leasing activities in various malls within the Same Property portfolio during the year ended December 31, 2013 compared to the year ended December 31, 2012.

Operating Expenses

Property operating expenses decreased by $0.6 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. Property operating expenses include real estate taxes, property maintenance costs, marketing, property operating costs, and provision for doubtful accounts. The Same Property portfolio expenses decreased by approximately $5.4 million for the year ended December 31, 2013 compared to December 31, 2012 primarily due to lower property taxes, property tax refunds received from prior years, and a reduction in repair and maintenance costs. This decrease was offset by the $4.8 million increase in property operating expenses during the year ended December 31, 2013, resulting from the property acquisitions of Grand Traverse Mall, The Mall at Turtle Creek, Greenville Mall, Chesterfield Towne Center and The Centre at Salisbury.

Provision for impairment increased by $15.2 million as we impaired Steeplegate Mall during year ended December 31, 2013. As of December 31, 2013, we assessed if the carrying amount could be recovered through the estimated future undiscounted cash

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flows. As our intended holding period changed at that time the undiscounted cash flows were now less than the carrying amount of the asset. As a result we recorded an impairment charge for the excess carrying amount over the estimated fair value.

General and administrative expenses increased by $1.3 million for the year ended December 31, 2013 compared to the year ended December 31, 2012 primarily due to an increase in employee related costs.

Depreciation and amortization expense decreased by $1.2 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. The change was primarily due to the decrease in amortization of in-place leases due to tenant lease expirations.

Other expense decreased by $5.7 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. Other expense decreased as 2012 included non-recurring costs incurred by the Company during its first year of stand-alone operations.

Other Income and Expenses

Interest expense decreased by $7.6 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. The decrease was primarily related to the $9.0 million write-off of market rate adjustments that was incurred in January 2012 upon the spin-off of the Company, as well as the refinancing of various loans at lower interest rates. This was partially offset by the write-off of the remaining deferred financing fees related to our 2012 Senior Facility which was terminated when we entered into the 2013 Senior Facility in November 2013.

Discontinued operations, net, increased for the year ended December 31, 2013 compared to the year ended December 31, 2012. During the year ended December 31, 2013, we conveyed our interest in The Boulevard Mall to the lender of the loan (see Note 8 to the Consolidated and Combined Financial Statements) and, as such, the historical operations of this property are now presented in discontinued operations, net. No assets were disposed of during the year ended December 31, 2012.

Liquidity and Capital Resources

Our primary uses of cash include payment of operating expenses, working capital, capital expenditures, debt repayment, including principal and interest, reinvestment in properties, development and redevelopment of properties, acquisitions, tenant allowances, and dividends.

Our primary sources of cash are operating cash flow, refinancings of existing loans, equity offerings, asset sales and borrowings under our 2013 Revolver.

Our short-term (less than one year) liquidity requirements include scheduled debt maturities, recurring operating costs, capital expenditures, debt service requirements, and dividend requirements on our shares of common stock. We anticipate that these needs will be met with cash flows provided by operations and funds available under our 2013 Revolver.

Our long-term (greater than one year) liquidity requirements include scheduled debt maturities, capital expenditures to maintain, renovate and expand existing malls, property acquisitions, and development projects. Management anticipates that net cash provided by operating activities, asset sales, the funds available under our 2013 Revolver, and funds received from equity offerings will provide sufficient capital resources to meet our long-term liquidity requirements.

As of December 31, 2014, our consolidated contractual debt, excluding non-cash debt market rate adjustments, was approximately $1.58 billion. The aggregate principal and interest payments due on our outstanding indebtedness as of December 31, 2014 was approximately $213.1 million for the year ending 2015, which includes $45.9 million related to the Steeplegate mortgage which is expected to be satisfied by a deed in lieu of foreclosure and approximately $332.8 millionfor the year ending 2016.

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Property-Level Debt

We have individual property-level debt (the “Property-Level Debt”) on 20 of our 36 assets, representing $1.31 billion (excluding $0.8 million of market rate adjustments) as of December 31, 2014. As of December 31, 2014 and 2013, the Property-Level Debt had a weighted average interest rate of 5.0% and 5.2%, respectively, and an average remaining term of 4.9 years and 5.0 years, respectively. The Property-Level Debt is generally non-recourse to us and is stand-alone (i.e., not cross-collateralized) first mortgage debt with the exception of customary contingent guarantees and indemnities.

In February 2014, we paid off the $27.6 million mortgage debt balance on Bayshore Mall which had a fixed interest rate of 7.13%.

The loan on Steeplegate Mall matured on August 1, 2014 and was not repaid. As such, the loan is in default. Upon default, a receiver was appointed by the lender to take over daily operations of the property. The loan is expected to be satisfied by deed in lieu of foreclosure during the year ending December 31, 2015.

In July 2014, we paid off the $54.6 million mortgage debt balance on Sikes Senter. See the table below for further discussion.

The following is a summary of significant property loan refinancings and loans assumed from acquisitions that have occurred during the years ended December 31, 2014 and 2013:

Property	Date	Balance at Date of Refinancing ($)		Interest Rate		Balance of New Loan ($)		New Interest Rate		Net Proceeds ($)(1)		Maturity
2014		($ in thousands)
Bayshore Mall (2)	October 2014	$	—	—	%	$	46,500	3.96	%	$	43,400	October 2024
The Mall at Barnes Crossing (2)	August 2014	—		—	%	67,000		4.29	%	—		September 2024
Chula Vista Center (3)	July 2014	—		—	%	70,000		4.18	%	15,000		July 2024
Sikes Senter (3)	July 2014	54,618		5.20	%	—		—	%	—		—
Bel Air Mall	May 2014	—		—	%	111,276		5.30	%	—		December 2015
2013
Lakeland Square (4)	March 2013	$	50,300	5.12	%	$	70,000	4.17	%	$	13,400	March 2023
NewPark Mall (5)	May 2013	62,900		7.45	%	66,500		LIBOR + 4.05%		1,100		May 2017
Valley Hills Mall	June 2013	51,400		4.73	%	68,000		4.47	%	15,000		July 2023
Greenville Mall	July 2013	—		—	%	41,700		5.29	%	—		December 2015
West Valley Mall (2)(6)	September 2013	47,100		3.43	%	59,000		LIBOR + 1.75%		11,400		September 2018
Chesterfield Towne Center	December 2013	—		—	%	109,737		4.75	%	—		October 2022
The Centre at Salisbury (7)	December 2013	—		—	%	115,000		5.79	%	—		May 2016

Explanatory Notes:

⁽¹⁾ Net proceeds are net of closing costs.

⁽²⁾ The loan is interest-only for the first three years.

⁽³⁾ On July 1, 2014, we removed Chula Vista Center, located in Chula Vista, CA, from the 2013 Senior Facility collateral pool and placed a new non-recourse mortgage loan on the property. Sikes Senter, located in Wichita Falls, TX, had an outstanding mortgage loan which was repaid on July 1, 2014 from proceeds from the Chula Vista Center refinancing. Upon repayment, Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility balance.

⁽⁴⁾ On March 6, 2013, the loan associated with Lakeland Square was refinanced for $65.0 million. Subsequently, on March 21, 2013, the loan was increased by $5.0 million to $70.0 million in order to partially fund the acquisition of an anchor building previously owned by a third party.

⁽⁵⁾ The loan provides for an additional subsequent funding of $5.0 million upon achieving certain conditions for a total funding of $71.5 million. During July 2014, we reduced the spread from LIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

⁽⁶⁾ The loan has a five year extension option subject to the fulfillment of certain conditions. During January 2014, we entered into a swap transaction and the loan now has a fixed interest rate of 3.24%.

⁽⁷⁾ The loan is interest-only. In conjunction with the acquisition of The Centre at Salisbury, we guaranteed a maximum amount of $3.5 million until certain financial covenants are met for two consecutive years.

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Corporate Facilities

2013 Senior Facility

On November 22, 2013, we entered into a $510.0 million secured credit facility that provides borrowings on a revolving basis of up to $250.0 million (the "2013 Revolver") and a $260.0 million senior secured term loan (the "2013 Term Loan" and together with the 2013 Revolver, the "2013 Senior Facility"). Borrowings on the 2013 Senior Facility bear interest at LIBOR plus 185 to 300 basis points based on the Company's corporate leverage. Proceeds from the 2013 Senior Facility were used to retire the Company's 2012 Senior Facility, including the 2012 Revolver and the 2012 Term Loan (as each term is defined below), and the $70.9 million non-recourse mortgage loan on Southland Mall in California prior to its maturity date in January 2014. We have the option, subject to the satisfaction of certain conditions precedent, to exercise an "accordion" provision to increase the commitments under the 2013 Revolver and/or incur additional term loans in the aggregate amount of $250.0 million such that the aggregate amount of the commitments and outstanding loans under the 2013 Secured Facility does not exceed $760.0 million. During the year ended December 31, 2014, we exercised a portion of our "accordion" feature on the 2013 Senior Facility to increase the available borrowings of the 2013 Revolver thereunder from $250.0 million to $285.0 million. The term and rates of the Company's 2013 Senior Facility were otherwise unchanged.

The 2013 Revolver has an initial term of four years with a one year extension option and the 2013 Term Loan has a term of five years. As of December 31, 2014 and December 31, 2013, we had $10.0 million and $48.0 million outstanding on the 2013 Revolver. The default interest rate following a payment event of default under the 2013 Senior Facility is 3.00% more than the then-applicable interest rate. We are required to pay an unused fee related to the 2013 Revolver equal to 0.20% per year if the aggregate unused amount is greater than or equal to 50% of the 2013 Revolver or 0.30% per year if the aggregate unused amount is less than 50% of the 2013 Revolver. During the years ended December 31, 2014 and December 31, 2013, we incurred $0.8 million and $0.1 million, respectively, of unused fees related to the 2013 Revolver. Under the 2013 Term Loan, letters of credit totaling $5.2 million were outstanding as of December 31, 2014 in connection with five properties. During the year ended December 31, 2014, we incurred $0.1 million of letter of credit fees. As of December 31, 2013, no letters of credit were outstanding.

The 2013 Senior Facility contains representations and warranties, affirmative and negative covenants and defaults that are customary for such a real estate loan. In addition, the 2013 Senior Facility requires compliance with certain financial covenants, including borrowing base loan to value and debt yield, corporate maximum leverage ratio, minimum ratio of adjusted consolidated earnings before interest, tax, depreciation and amortization to fixed charges, minimum tangible net worth, minimum mortgaged property requirement, maximum unhedged variable rate debt and maximum recourse indebtedness. Failure to comply with the covenants in the 2013 Senior Facility would result in a default thereunder and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under the 2013 Senior Facility. No assurance can be given that we would be successful in obtaining such waiver or amendment in this current financial climate, or that any accommodations that we were able to negotiate would be on terms as favorable as those in the 2013 Senior Facility. In December 2014, the Company entered into an amendment of the 2013 Senior Facility whereby certain modifications were made to the financial covenant calculations. As of December 31, 2014, we were in compliance with all of the debt covenants related to the 2013 Senior Facility.

As of December 31, 2014, $2.12 billion of land, buildings and equipment (before accumulated depreciation), excluding Knollwood Mall, have been pledged as collateral for our mortgages, notes and loans payable. Certain mortgage notes payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. The weighted-average interest rate on our collateralized mortgages, notes and loans payable was approximately 4.6% and 4.6% as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the average remaining term was 4.7 years and 4.9 years, respectively.

2012 Senior Facility and Subordinated Facility

On January 12, 2012, we entered into a senior secured credit facility that provided borrowings on a revolving basis of up to $50.0 million (the "2012 Revolver") and a senior secured term loan (the "2012 Term Loan" and together with the 2012 Revolver, the "2012 Senior Facility"). The interest rate during the year ended 2012 was renegotiated from LIBOR plus 5.0% (with a LIBOR floor of 1.0%) to LIBOR plus 4.5% (with no LIBOR floor). In January 2013, in order to maintain the same level of liquidity, we paid down an additional $100.0 million on the 2012 Term Loan and increased the 2012 Revolver from $50.0 million to $150.0 million. In conjunction with our entrance into the 2013 Senior Facility, the 2012 Senior Facility was terminated.

We were required to pay an unused fee related to the 2012 Revolver equal to 0.30% per year if the aggregate unused amount was greater than or equal to 50% of the 2012 Revolver or 0.25% per year if the aggregate unused amount was less than 50% of the 2012 Revolver. During the year ended December 31, 2013, we incurred $0.4 million of unused fees related to the 2012 Revolver.

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During 2012, we also entered into a subordinated unsecured revolving credit facility with a wholly-owned subsidiary of Brookfield Asset Management, Inc., a related party, that provided borrowings on a revolving basis of up to $100.0 million (the "Subordinated Facility"). The Subordinated Facility had a term of three years and six months and bore interest at LIBOR (with a LIBOR floor of 1%) plus 8.50%. The default interest rate following a payment event of default under the Subordinated Facility was 2.00% more than the then-applicable interest rate. Interest was payable monthly. In addition, we were required to pay a semiannual revolving credit fee of $0.3 million. On November 22, 2013, in conjunction with our entrance into the 2013 Senior Facility, the Subordinated Facility was terminated.

Hedging Instruments

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from the counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The table below presents the fair value of our derivative financial instruments as well as their classification on our Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013:

Instrument Type	Location in Consolidated Balance Sheets	Notional Amount		Designated Benchmark Interest Rate	Strike Rate		Fair Value at December 31, 2014			Fair Value at December 31, 2013		Maturity Date
Derivative not designated as hedging instruments		(dollars in thousands)
Interest Rate Cap	Prepaid expenses and other assets, net	$	65,305	One-month LIBOR	4.5	%	$	1		$	45	May 2016
Derivative designated as hedging instruments
Pay fixed / receive variable rate swap	Accounts payable and accrued expenses, net	$	59,000	One-month LIBOR	1.5	%	$	(482	)	$	—	June 2018

Capital Expenditures

Redevelopment

We continue to evaluate and execute the redevelopment of various malls within our portfolio in order to generate higher returns. A component of our business strategy is to identify value creation initiatives for our properties and to then invest capital to reposition and redevelop our properties. These redevelopment opportunities are typically commenced in conjunction with leasing activity for the respective space. We anticipate funding our redevelopment projects with the net cash provided by operating activities and corporate and property level borrowings.

The table below describes our current redevelopment projects which commenced during 2013 and 2014 (dollars in thousands):

Property	Description	Total Project Square Feet	Total Estimated Project Cost	Cost as of December 31, 2014
Three Rivers Mall Kelso, WA	Convert anchors and unproductive space to Regal Cinemas, Sportsman's Warehouse and high volume restaurants.	116,000	$18,400	$15,390
]Knollwood Mall St. Louis Park, MN	De-mall and construct new exterior facing junior boxes including Nordstrom Rack, small shops, and a new outparcel building.	118,000	$32,200	$21,150
NewPark Mall Newark, CA	140,000 SF of new entertainment, including AMC Theater and a two level restaurant pavilion with patio seating.	175,000	$52,500(1)	$13,428
Gateway Mall Springfield, OR	De-mall and construct new exterior facing junior boxes including Marshall's, Hobby Lobby, Petco and new outparcels	288,000	$43,300	$6,841

Explanatory Note:

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⁽¹⁾ After deducting the estimated benefit of the net present value of municipal incentives.

Operating Property Capital Expenditures

The table below describes our operating property capital expenditures:

	Year Ended
($ in thousands)	December 31, 2014
Ordinary capital expenditures (1)	$	8,007
Cosmetic capital expenditures	6,678
Tenant improvements and allowances (2)	26,304
Total	$	40,989

Explanatory Notes:

⁽¹⁾ Includes non-tenant recurring and non-recurring capital expenditures.

⁽²⁾ Includes tenant improvements and allowances on current operating properties, excluding anchors and strategic projects.

Summary of Cash Flows

Years Ended December 31, 2014, 2013 and 2012

Cash Flows from Operating Activities

Net cash provided by operating activities was $82.3 million, $62.6 million and $38.3 million for the years ended December 31, 2014, 2013 and 2012, respectively.

The increase of $19.7 million in net cash provided by operating activities from December 31, 2013 to December 31, 2014 was primarily attributable to the acquisitions during 2013 and 2014. Our acquired properties increased Core NOI by approximately $33.0 million which was offset by an increase in cash interest expense of $6.6 million and a decrease of $6.0 million in Core NOI resulting from our special consideration assets.

The increase in net cash provided by operating activities of $24.3 million from December 31, 2012 to December 31, 2013 was primarily attributable to the acquisitions during 2012 and 2013, reduced interest expense, and reduced cash outflows into restricted cash. The acquisitions during 2012 and 2013 increased Core NOI by approximately $7.9 million and cash interest expense decreased by approximately $5.4 million primarily due to refinancings. The funding of restricted cash was reduced as the escrow accounts were maintained at their required levels and no additional funding was required.

Cash Flows from Investing Activities

Net cash used in investing activities was $236.1 million, $0.5 million and $236.6 million for the years ended December 31, 2014, 2013 and 2012, respectively.

The change in cash used in investing activities of $235.6 million from December 31, 2013 to December 31, 2014 was a result of the acquisitions of Bel Air Mall, a controlling joint venture interest in The Mall at Barnes Crossing and the purchase of an anchor box at Bayshore Mall. During 2014, $123.1 million was spent on strategic and cosmetic development projects along with tenant improvements. The 2013 results also include the receipt of $150.0 million in a demand deposit from Brookfield U.S. Holdings, offsetting other investing activities.

The decrease in net cash used in investing activities from December 31, 2012 to December 31, 2013 was primarily attributable to the change in cash outflows from acquisitions of investment properties, development, building, and tenant improvements, and demand deposit from Brookfield U.S. Holdings. Funds used in the acquisitions of investment properties increased by $47.9 million as we acquired Greenville Mall, Chesterfield Towne Center, and The Centre at Salisbury during 2013 as compared to Grand Traverse Mall and The Mall at Turtle Creek during 2012. In addition, during 2012 we had a cash outflow from placing $150.0 million on deposit with Brookfield U.S. Holdings as compared to 2013 where we had a cash inflow from the withdrawal of the $150.0 million that was on deposit with Brookfield U.S. Holdings. The funds placed on deposit with Brookfield U.S.Holdings were used to fund our 2013 acquisitions, capital expenditures and tenant improvements, as well as the $100.0 million paydown of our 2012 Term Loan.

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities was $153.9 million, $(56.0) million and $206.2 million for the years ended December 31, 2014, 2013 and 2012, respectively.

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The increase in cash provided by financing activities of $209.9 million from December 31, 2013 to December 31, 2014 was the result of $150.7 million in net proceeds from the issuance of common stock in 2014 and $183.5 million in proceeds on new mortgage debt obtained during 2014, offset by repayments of $103.2 million. Cash was used in 2014 to increase dividends paid by $14.2 million and to reduce the 2013 Revolver by $38.0 million during the year ended December 31, 2014.

The cash used in financing activities from December 31, 2012 to December 31, 2013 was primarily attributable to the proceeds we received from our rights offering in 2012 along with changes in our mortgages, notes, and loans payable. In March 2012, we received gross proceeds of $200.0 million from our rights offering compared to none received in 2013, which increased the funds provided by financing activities during 2012. Furthermore, during 2013, as a result of our refinancings we paid down $22.9 million of our mortgages, notes and loans payable, as compared to 2012 when we received net proceeds of $58.1 million.

Contractual Cash Obligations and Commitments

The following table aggregates our contractual cash obligations and commitments as of December 31, 2014 (in thousands):

	2015		2016		2017		2018		2019		Thereafter		Total
Long-term debt-principal(1)(2)	$	213,119	$	332,762	$	140,759	$	328,892	$	11,752	$	556,446	$	1,583,730
Interest payments(3)	69,908		50,203		36,953		34,201		25,544		89,169		305,978
Operating lease obligations(4)	1,324		1,340		1,409		1,421		1,356		2,230		9,080
Total	$	284,351	$	384,305	$	179,121	$	364,514	$	38,652	$	647,845	$	1,898,788

Explanatory Notes:

⁽¹⁾ Excludes $0.8 million of non-cash debt market rate adjustments.

⁽²⁾ Includes $45.9 million related to the Steeplegate Mall mortgage loan that we expect to be satisfied by deed in lieu of foreclosure for the year ending 2015.

⁽³⁾ Based on rates as of December 31, 2014. Variable rates are based on LIBOR rate of 0.17%.

⁽⁴⁾ Operating lease obligations relate to leases for New York and Dallas office space.

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the land by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease.

Off-Balance Sheet Financing Arrangements

We do not have any off-balance sheet financing arrangements.

REIT Requirements

In order to maintain our qualification as a REIT for federal income tax purposes, among other requirements, we must distribute or pay tax on 100% of our capital gains and we must distribute at least 90% of our ordinary taxable income to stockholders. To avoid current entity level U.S. federal income taxes, we plan to distribute 100% of our capital gains and ordinary income to our stockholders annually. We may not have sufficient liquidity to meet these distribution requirements. We have no present intention to pay any dividends on our common stock in the future other than in order to maintain our REIT status. Our board of directors may decide to pay dividends in the form of cash, common stock or a combination of cash and common stock.

Recently Issued Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which requires entities to disclose only disposals representing a strategic shift in operations as discontinued operations. The new guidance requires expanded disclosures about discontinued operations that will provide financial statements users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in the financial statements previously issued or available for issuance. The Company adopted this guidance during the year ended December 31, 2014.

In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)." This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with two transition methods

45

of adoption allowed. Early adoption for reporting periods prior to December 15, 2016 is not permitted. The Company is evaluating the financial statement impact of the guidance in this ASU and determining which transition method it will utilize.

In August 2014, the FASB issued ASU 2014-15 "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." This topic provides guidance on management's responsibility to evaluate whether there is substantial doubt about a company's ability to continue as a going concern and requires related footnote disclosures. The amendments in this ASU are effective for the annual period after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the guidance in this ASU.

Seasonality

Although we have a year-long temporary leasing program, occupancies for short-term tenants and, therefore, rental income recognized, are typically higher during the second half of the year. In addition, the majority of our tenants have December or January lease years for purposes of calculating annual overage rent amounts. Accordingly, overage rent thresholds are most commonly achieved in the fourth quarter. As a result, revenue production is generally the highest in the fourth quarter of each year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, fair value of debt, and valuation of stock options granted. Actual results could differ from these and other estimates.

Critical Accounting Policies

Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. Our critical accounting policies are those applicable to the following:

Properties

Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. Estimated cash flows and other valuation techniques were used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, debt, liabilities assumed and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases and tenant relationships. After acquisition accounting is applied, the real estate assets are carried at the cost basis less accumulated depreciation. Real estate taxes and interest costs (including amortization of market rate adjustments and deferred financing costs) incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes, interest and interest related costs are amortized over lives which are consistent with the developed assets.

Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed.

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, we may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If we are considered the owner of the leasehold improvements for accounting purposes, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that we are not considered the owner of the improvements for accounting purposes, the allowance is capitalized as a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

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Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

We review depreciable lives of our properties periodically and make adjustments when necessary to reflect a shorter economic life.

Impairment

Operating properties and intangible assets

Accounting for the impairment or disposal of long-lived assets requires that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value. We review all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income and occupancy percentages, high loan to value ratio, and carrying values in excess of the fair values. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to our plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may exceed the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

Recoverable Amounts of Receivables

We make periodic assessments of the collectibility of receivables (including those resulting from the difference between rental revenue recognized and rents currently due from tenants) based on a specific review of the risk of loss on specific accounts or amounts. The receivable analysis places particular emphasis on past-due accounts and considers the nature and age of the receivables, the payment history and financial condition of the payee, the basis for any disputes or negotiations with the payee and other information which may impact collectibility. For straight-line rents receivable, the analysis considers the probability of collection of the unbilled deferred rent receivable given our experience regarding such amounts. The resulting estimates of any allowance or reserve related to the recovery of these items are subject to revision as these factors change and are sensitive to the effects of economic and market conditions on such payees.

Capitalization of Development and Leasing Costs

We capitalize the costs of development and leasing activities of our properties. The amount of capitalization depends, in part, on the identification and justifiable allocation of certain activities to specific projects and leases. Differences in methodologies of cost identification and documentation, as well as differing assumptions as to the time incurred on projects, can yield significant differences in the amounts capitalized and, as a result, the amount of depreciation which is recognized.

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates as well as the amortization related to above and below-market tenant leases on acquired properties and lease inducements. Minimum rent revenues also includes percentage rents in lieu of minimum rent from those leases where we receive a percentage of tenant revenues.

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Economy and Inflation

Substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation. Such provisions include clauses enabling us to receive overage rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases expire each year which may enable us to replace or renew such expiring leases with new leases at higher rents. Finally, many of the existing leases require the tenants to pay amounts related to all, or substantially all, of their share of certain operating expenses, including CAM, real estate taxes and insurance, thereby partially reducing our exposure to increases in costs and operating expenses resulting from inflation. In general, these amounts either vary annually based on actual expenditures or are set on an initial share of costs with provisions for annual increases. Inflation also poses a risk to us due to the probability of future increases in interest rates. Such increases would adversely impact us due to our outstanding variable-rate debt.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the cost of new fixed-rate debt upon maturity of existing debt. As of December 31, 2014, we had consolidated debt of $1.58 billion, including $335.3 million of variable-rate debt. A 25 basis point movement in the interest rate on the variable-rate debt would result in a $0.8 million annualized increase or decrease in consolidated interest expense and operating cash flows.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Consolidated and Combined Financial Statements and Consolidated Financial Statement Schedule beginning on page 54 for the required information.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures asof the end of our fiscal year ended December 31, 2014. Based on their participation in that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2014 to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

Our CEO and CFO also participated in an evaluation by our management of any changes in our internal control over financial reporting that occurred during the three month period ended December 31, 2014. That evaluation did not identify any changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three month period ended December 31, 2014.

Management's Annual Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm obtained from Deloitte & Touche LLP relating to the effectiveness of our internal control over financial reporting are included elsewhere in this Annual Report.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2014. The effectiveness

48

of our internal control over financial reporting as of December 31, 2014 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.

49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Rouse Properties, Inc.

New York, New York

We have audited the internal control over financial reporting of Rouse Properties, Inc. and subsidiaries (the "Company") as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2014 of the Company and our report dated March 6, 2015 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

New York, NY

March 6, 2015

50

ITEM 9B.    OTHER INFORMATION

Not applicable

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PART III

Except as provided below, the information required by this Part III (Items 10, 11, 12, 13 and 14) is included in our definitive proxy statement to be filed with the SEC within 120 days of December 31, 2014 in connection with our 2015 annual meeting of stockholders (the “2015 Proxy Statement”) and is incorporated herein by reference. Such required information can be found in the sections of the 2015 Proxy Statement referenced below.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

See the information under the captions "Corporate Governance", "Proposal 1—Election of Directors" and "Executive Officers" contained in the 2015 Proxy Statement, which is incorporated herein by reference.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. A copy of the Code of Business Conduct and Ethics is available on our website at www.rouseproperties.com. Any amendments to, or waivers under, our Code of Business Conduct and Ethics that are required to be disclosed by the rules promulgated by the SEC or the NYSE will be disclosed on our website at www.rouseproperties.com.

ITEM 11.    EXECUTIVE COMPENSATION

See the information under the captions "Corporate Governance," “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation”, “Director Compensation”, "Compensation Committee Interlocks and Insider Participation" and "Related Person Transactions" contained in the 2015 Proxy Statement, which is incorporated herein by reference. However, the “Compensation Committee Report” shall not be deemed filed in this Annual Report.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

See the information under the captions “Beneficial Ownership of Our Common Stock” and “Equity Compensation Plan Information” contained in the 2015 Proxy Statement, which is incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS, AND DIRECTOR INDEPENDENCE

See the information under the captions “Corporate Governance” and “Related Person Transactions” contained in the 2015 Proxy Statement, which is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

See the information under the caption “Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm” contained in the 2015 Proxy Statement, which is incorporated herein by reference.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Consolidated and Combined Financial Statements and Combined Financial Statement Schedule.

The Consolidated and Combined Financial Statements and Consolidated Financial Statement Schedule listed in the accompanying Index to the Consolidated and Combined Financial Statements and Consolidated Financial Statement Schedule are filed as part of this Annual Report.

(2) Exhibits.

See Exhibit Index on page 95

(3) Separate Financial Statements.

Not applicable.

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Index to Financial Statements and Schedules

Rouse Properties, Inc.

	PAGE NUMBER
Report of Independent Registered Public Accounting Firm	55
Consolidated Balance Sheets as of December 31, 2014 and 2013	56
Consolidated and Combined Statements of Operations for the years ended December 31, 2014, 2013 and 2012	57
Consolidated and Combined Statements of Equity for the years ended December 31, 2014, 2013 and 2012	58
Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012	60
Notes to Consolidated and Combined Financial Statements	62
Schedule III - Real Estate and Accumulated Depreciation	91

54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Board of Directors and Stockholders of

Rouse Properties, Inc.

New York, New York

We have audited the accompanying consolidated balance sheets of Rouse Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated and combined statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated and combined financial statements present fairly, in all material respects, the financial position of Rouse Properties, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6 2015 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

New York, NY

March 6, 2015

55

ROUSE PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
	2014			2013
	(In thousands)
Assets:
Investment in real estate:
Land	$	371,363		$	353,061
Buildings and equipment	1,820,072			1,595,070
Less accumulated depreciation	(189,838		)	(142,432		)
Net investment in real estate	2,001,597			1,805,699
Cash and cash equivalents	14,308			14,224
Restricted cash	48,055			46,836
Accounts receivable, net	35,492			30,444
Deferred expenses, net	52,611			46,055
Prepaid expenses and other assets, net	62,690			76,252
Assets of property held for sale	55,647			—
Total assets	$	2,270,400		$	2,019,510
Liabilities:
Mortgages, notes and loans payable	$	1,584,499		$	1,454,546
Accounts payable and accrued expenses, net	113,976			109,683
Liabilities of property held for sale	38,590			—
Total liabilities	1,737,065			1,564,229
Commitments and contingencies	—			—
Equity:
Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at December 31, 2014 and 2013	—			—
Common stock: $0.01 par value; 500,000,000 shares authorized, 57,748,141 issued and 57,743,981 outstanding at December 31, 2014 and 49,652,596 issued and 49,648,436 outstanding at December 31, 2013	578			497
Class B common stock: $0.01 par value; 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2014 and 2013	—			—
Additional paid-in capital	679,275			565,798
Accumulated deficit	(162,881		)	(111,125		)
Accumulated other comprehensive loss	(482		)	—
Total stockholders' equity	516,490			455,170
Non-controlling interest	16,845			111
Total equity	533,335			455,281
Total liabilities and equity	$	2,270,400		$	2,019,510

The accompanying notes are an integral part of these consolidated and combined financial statements.

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ROUSE PROPERTIES, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	Years ended December 31,
	2014			2013			2012
	(In thousands, except per share amounts)
Revenues:
Minimum rents	$	200,354		$	165,097		$	148,695
Tenant recoveries	77,580			66,061			64,638
Overage rents	6,470			5,943			5,912
Other	7,723			6,441			5,054
Total revenues	292,127			243,542			224,299
Expenses:
Property operating costs	70,269			60,288			57,482
Real estate taxes	26,571			22,089			22,827
Property maintenance costs	11,331			11,446			13,242
Marketing	3,257			3,734			3,602
Provision for doubtful accounts	1,228			887			1,855
General and administrative	26,329			21,971			20,652
Provision for impairment	15,965			15,159			—
Depreciation and amortization	100,302			66,497			67,709
Other	5,437			4,223			9,905
Total expenses	260,689			206,294			197,274
Operating income	31,438			37,248			27,025
Interest income	323			548			755
Interest expense	(82,909		)	(82,534		)	(90,103		)
Loss before income taxes and discontinued operations	(51,148		)	(44,738		)	(62,323		)
Provision for income taxes	(537		)	(844		)	(445		)
Loss from continuing operations	(51,685		)	(45,582		)	(62,768		)
Discontinued operations:
Loss from discontinued operations	—			(23,158		)	(5,891		)
Gain on extinguishment of debt	—			13,995			—
Discontinued operations, net	—			(9,163		)	(5,891		)
Net loss	$	(51,685	)	$	(54,745	)	$	(68,659	)
Net (income) loss attributable to non-controlling interests	(71		)	—			—
Net loss attributable to Rouse Properties Inc.	$	(51,756	)	$	(54,745	)	$	(68,659	)
Loss from continuing operations per share attributable to Rouse Properties Inc. - Basic and Diluted	$	(0.90	)	$	(0.92	)	$	(1.36	)
Net loss per share attributable to Rouse Properties Inc. - Basic and Diluted	$	(0.90	)	$	(1.11	)	$	(1.49	)
Dividends declared per share	$	0.68		$	0.52		$	0.21
Comprehensive loss:
Net loss	$	(51,685	)	$	(54,745	)	$	(68,659	)
Other comprehensive loss:
Net unrealized loss on financial instrument	(482		)	—			—
Comprehensive loss	$	(52,167	)	$	(54,745	)	$	(68,659	)

The accompanying notes are an integral part of these consolidated and combined financial statements.

57

ROUSE PROPERTIES, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY

	Common Stock (shares)		Class B Common Stock (shares)		Common Stock		Class B Common Stock			Additional Paid-In Capital			GGP Equity			Accumulated Deficit			Accumulated Other Comprehensive Loss			Non-controlling Interests		Total Equity
	(In thousands, except share amounts)
Balance at December 31, 2011	—		—		$	—	$	—		$	—		$	426,328		$	—		$	—		$	—	$	426,328
Net loss	—		—		—		—			—			(12,279		)	(56,380		)	—			—		(68,659		)
Distributions to GGP prior to spin-off	—		—		—		—			—			(8,394		)	—			—			—		(8,394		)
Contributions from non-controlling interest	—		—		—		—			—			—			—			—			111		111
Issuance of 35,547,049 shares of common stock and 359,056 shares of Class B common stock related to the spin-off and transfer of GGP equity on the spin-off date	35,547,049		359,056		356		4			405,295			(405,655		)	—			—			—		—
Issuance of 13,333,333 shares of common stock related to the rights offering	13,333,333		—		133		—			199,867			—			—			—			—		200,000
Offering costs	—		—		—		—			(8,392		)	—			—			—			—		(8,392		)
Dividends to common shareholders ($0.21 per share)	—		—		—		—			(10,422		)	—			—			—			—		(10,422		)
Treasury Stock	(10,559	)	—		—		—			(170		)	—			—			—			—		(170		)
Issuance and amortization of stock compensation	365,705		—		4		—			2,490			—			—			—			—		2,494
Balance at December 31, 2012	49,235,528		359,056		$	493	$	4		$	588,668		$	—		$	(56,380	)	$	—		$	111	$	532,896
Balance at December 31, 2012	49,235,528		359,056		$	493	$	4		$	588,668		$	—		$	(56,380	)	$	—		$	111	$	532,896
Net loss	—		—		—		—			—			—			(54,745		)	—			—		(54,745		)
Conversion of Class B share to common shares	359,056		(359,056	)	4		(4		)	—			—			—			—			—		—
Offering costs	—		—		—		—			(417		)	—			—			—			—		(417		)
Dividends to common shareholders ($0.52 per share)	—		—		—		—			(25,820		)	—			—			—			—		(25,820		)
Issuance and amortization of stock compensation	36,573		—		—		—			3,019			—			—			—			—		3,019
Exercise of options	10,880		—		—		—			161			—			—			—			—		161
Forfeited restricted shares	(4,160	)	—		—		—			—			—			—			—			—		—
Sale of treasury stock	10,559		—		—		—			187			—			—			—			—		187
Balance at December 31, 2013	49,648,436		—		$	497	$	—		$	565,798		$	—		$	(111,125	)	$	—		$	111	$	455,281
Balance at December 31, 2013	49,648,436		—		$	497	$	—		$	565,798		$	—		$	(111,125	)	$	—		$	111	$	455,281
Net loss	—		—		—		—			—			—			(51,756		)	—			71		(51,685		)
Comprehensive loss	—		—		—		—			—			—			—			(482		)	—		(482		)
Issuance of 8,050,000 shares of common stock, net of underwriting discount	8,050,000		—		81		—			150,616			—			—			—			—		150,697
Offering costs	—		—		—		—			(467		)	—			—			—			—		(467		)

58

Dividends to common shareholders ($0.13 per share for issuance of 8,050,000 shares and $0.68 per share for annual dividend)	—	—	—		—		(40,399		)		—		—			—			—		(40,399		)
Issuance and amortization of stock compensation	42,489	—	—		—		3,699				—		—			—			—		3,699
Exercise of options	1,680	—	—		—		28				—		—			—			—		28
Net assets attributable to Non-controlling interest (as a result of Business Combinations)	—	—	—		—		—			—	—		—			—			16,663		16,663
Issuance of shares under Employee Stock Purchase Plan ("ESPP")	1,376	—	—		—		—				—		—			—			—		—
Balance at December 31, 2014	57,743,981	—	$	578	$	—	$	679,275			$	—	$	(162,881	)	$	(482	)	$	16,845	$	533,335

The accompanying notes are an integral part of these consolidated and combined financial statements.

59

ROUSE PROPERTIES, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

	Years ended December 31,
	2014			2013			2012
	(In thousands)
Cash Flows from Operating Activities:
Net loss	$	(51,685	)	$	(54,745	)	$	(68,659	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for doubtful accounts	1,228			888			1,919
Depreciation	91,248			60,557			64,550
Amortization	9,054			6,702			6,540
Amortization/write-off of deferred financing costs	4,209			12,519			9,926
Amortization/write-off of debt market rate adjustments	8,572			8,278			19,346
Amortization of above/below market leases and tenant inducements	13,101			16,973			24,153
Straight-line rent amortization	(1,785		)	(3,517		)	(3,608		)
Provision for impairment	15,965			36,821			—
Gain on extinguishment of debt	—			(14,324		)	—
Stock based compensation	3,699			3,019			1,801
Net changes:
Accounts receivable	(4,491		)	(2,563		)	(6,889		)
Prepaid expenses and other assets	611			1,220			1,195
Deferred expenses	(14,998		)	(12,017		)	(7,140		)
Restricted cash	2,258			39			(8,977		)
Accounts payable and accrued expenses	5,315			2,752			4,120
Net cash provided by operating activities	82,301			62,602			38,277
Cash Flows from Investing Activities:
Acquisitions of real estate properties	(109,330		)	(81,203		)	(33,331		)
Development, building and tenant improvements	(122,325		)	(63,032		)	(31,012		)
Demand deposit from affiliate	—			150,000			(150,000		)
Purchase of short term investment	—			—			(29,989		)
Sale of short term investment	—			—			29,989
Deposit for acquisition	(1,000		)	—			—
Restricted cash	(3,477		)	(6,229		)	(22,259		)
Net cash used in investing activities	(236,132		)	(464		)	(236,602		)
Cash Flows from Financing Activities:
Proceeds received from equity offering	156,974			—			200,000
Discount from equity offering	(6,278		)	—			—
Proceeds received from stock option exercise	28			161			—
Payments for offering costs	(467		)	(417		)	(8,392		)
Sale of treasury stock	—			187			(170		)
Contributions from non-controlling interest	—			—			111
Change in GGP investment, net	—			—			(8,394		)
Proceeds from refinance/issuance of mortgages, notes and loans payable	183,500			523,500			616,360
Borrowing under revolving line of credit	55,000			55,000			10,000
Principal payments on mortgages, notes and loans payable	(103,233		)	(594,389		)	(558,262		)
Repayment under revolving credit line	(93,000		)	(7,000		)	(10,000		)
Dividends paid	(36,968		)	(22,839		)	(6,943		)
Deferred financing costs	(1,641		)	(10,209		)	(28,097		)
Net cash provided by (used in) financing activities	153,915			(56,006		)	206,213
Net change in cash and cash equivalents	84			6,132			7,888
Cash and cash equivalents at beginning of period	14,224			8,092			204
Cash and cash equivalents at end of period	$	14,308		$	14,224		$	8,092

60

ROUSE PROPERTIES, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

	Years ended December 31,
	2014			2013			2012
	(In thousands)
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest	$	71,855		$	61,564		$	67,822
Capitalized interest	(2,548		)	(998		)	—
Non-Cash Transactions:
Change in accrued capital expenditures included in accounts payable and accrued expenses	$	(439	)	$	12,237		$	4,281
Dividends declared, not yet paid	9,885			6,454			3,479
Capitalized market rate adjustments and deferred financing amortization	400			—			—
Supplemental cash flow information related to acquisition accounting:
Non-cash changes related to acquisition accounting:
Land	$	8,969		$	51,055		$	33,674
Buildings and equipment, net	103,123			217,011			109,601
Deferred expenses, net	1,841			4,583			1,276
Prepaid and other assets	5,461			9,983			6,682
Mortgages, notes and loans payable	(112,505		)	(266,641		)	(146,363		)
Accounts payable and accrued expenses	(6,889		)	(15,991		)	(4,870		)
Supplemental non-cash information related to disposition:
Land	—			(26,108		)	—
Buildings and equipment, net	—			(33,015		)	—
Deferred expenses, net	—			(1,676		)	—
Prepaid and other assets	—			(4,281		)	—
Mortgages, notes and loans payable	—			81,028			—
Accounts payable and accrued expenses	—			3,494			—

The accompanying notes are an integral part of these consolidated and combined financial statements. 

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 1ORGANIZATION

General

Rouse Properties, Inc. is a Delaware corporation that was created to hold certain assets and liabilities of General Growth Properties, Inc ("GGP"). Prior to January 12, 2012, Rouse Properties, Inc. and its subsidiaries ("Rouse" or the "Company") were a wholly-owned subsidiary of GGP Limited Partnership (“GGP LP”). GGP distributed the assets and liabilities of 30 of its wholly-owned properties (“RPI Businesses”) to Rouse on January 12, 2012 (the “Spin-Off Date”). Before the spin-off, the Company had not conducted any business as a separate company and had no material assets or liabilities. The operations, assets and liabilities of the business were transferred to the Company by GGP on the Spin-Off Date and are presented as if the transferred business was our business for all historical periods prior to the Spin-Off Date. As such, the Company's assets and liabilities on the Spin-Off Date were reflective of GGP's respective carrying values. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Rouse from January 12, 2012 through December 31, 2014 and to RPI Businesses before the Spin-Off Date. Before the Spin-Off Date, RPI Businesses were operated as subsidiaries of GGP, which operates as a real estate investment trust (“REIT”). After the Spin-Off Date, the Company elected to continue to operate as a REIT.

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The consolidated balance sheets as of December 31, 2014 and 2013 include the accounts of Rouse, as well as all subsidiaries of Rouse.  The accompanying consolidated and combined statements of operations for the years ended December 31, 2014 and 2013 include the consolidated accounts of Rouse and for the year ended December 31, 2012 include the consolidated accounts of Rouse and the combined accounts of RPI Businesses. The accompanying financial statements for the periods prior to the Spin-Off Date are prepared on a carve out basis from the consolidated financial statements of GGP using the historical results of operations and bases of the assets and liabilities of the transferred businesses and includes allocations from GGP. Accordingly, the results presented for the year ended December 31, 2012 reflect the aggregate operations and changes in cash flows and equity on a carved-out basis for the period from January 1, 2012 through January 12, 2012 and on a consolidated basis from January 13, 2012 through December 31, 2012.The accompanying consolidated financial statements include the accounts of Rouse, as well as all subsidiaries of Rouse and all joint ventures in which the Company has a controlling interest. For consolidated joint ventures, the non-controlling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in non-controlling interests as permanent equity of the Company. All intercompany transactions have been eliminated in consolidation as of and for the years ended December 31, 2014, 2013 and 2012 except end-of-period intercompany balances on the Spin-Off Date between GGP and RPI Businesses which have been considered elements of RPI Businesses' equity.

The Company's historical financial results reflect allocations for certain corporate costs and we believe such allocations are reasonable; however, such results do not reflect what our expenses would have been had the Company been operating as a separate stand-alone public company. The corporate allocations for the year ended December 31, 2012 include allocations for the period from January 1, 2012 through January 12, 2012 which aggregated $0.4 million. These allocations have been included in "General and administrative expenses" on the Consolidated and Combined Statements of Operations. Costs of the services that were allocated or charged to the Company were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly the Company's percentages of GGP’s adjusted revenue and gross leasable area of assets and also the number of properties.

The Company operates in a single reportable segment referred to as its retail segment, which includes the operation, development and management of regional malls. Each of the Company's operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish our operations based on geography, size or type and all operations are within the United States. No customer or tenant comprises more than 10% of consolidated revenues, and the properties have similar economic characteristics.

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NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Properties

Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. After acquisition accounting is applied, the real estate assets are carried at the cost basis less accumulated depreciation. Real estate taxes and interest costs incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes, interest and interest related costs are amortized over lives which are consistent with the developed assets.

Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development project is no longer deemed to be probable, the costs previously capitalized are expensed.

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, it capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that the Company is not considered the owner of the improvements for accounting purposes, the allowance is capitalized as a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

The Company reviews depreciable lives of its properties periodically and makes adjustments when necessary to reflect a shorter economic life.

Impairment

Operating properties and intangible assets

Accounting for the impairment or disposal of long-lived assets require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, a provision for impairment should be recorded to write down the carrying amount of such asset to its fair value. The Company reviews all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income and occupancy percentages, high loan to value ratios, and carrying values in excess of the fair values. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to the Company’s plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may exceed the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash

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flows. To the extent a provision for impairment is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

During the year ended December 31, 2013, the Company was unable to advance prospective leases at Steeplegate Mall, which changed management's intended holding period of this asset. Furthermore, the mortgage debt on this asset was due in August 2014 and without having advanced the prospective leasing, the Company did not anticipate funding additional capital for this asset. Management determined that the carrying value of the property was not recoverable and therefore required an impairment charge. This impairment charge is included in the Provision for impairment on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. For the year ended December 31, 2013, the Company recorded an impairment charge of $15.2 million as the aggregate carrying value was higher than the fair value of the property.

In August 2014, upon a maturity default on the Steeplegate Mall mortgage loan, the loan servicer appointed a receiver to take over operations of the property until the property could be conveyed to the lender or a third party purchaser. As a result, the Company revised its intended hold period of this property to less than one year. The change in the hold period resulted in an adjustment to the undiscounted cash flows utilized in the impairment analysis and the Company concluded the carrying value of the property was not recoverable. The Company recorded an impairment charge on the property of $10.9 million during the year ended December 31, 2014, as the aggregate carrying value was higher than the fair value of the property. This impairment charge is included in "Provision for impairment" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

The Company determined there were events and circumstances which changed management's estimated holding period for Collin Creek Mall during the year ended December 31, 2014. The Company is in discussions with the lender on the property's non-recourse mortgage debt, which matures in July 2016, to identify options regarding the property's disposition prior to the loan maturing. The lender has placed the loan into special servicing status. As a result of these discussions, the Company has changed the estimated hold period for Collin Creek Mall causing a change to the undiscounted cash flows utilized in the impairment analysis on the property. The adjusted undiscounted cash flows indicated the carrying value of the property was not recoverable. The Company recorded an impairment charge on the property of $5.1 million during the year ended December 31, 2014, as the aggregate carrying value was higher than the fair value of the property. This impairment charge is included in "Provision for impairment" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

During 2013, the servicer of the loan for Boulevard Mall placed the loan into special servicing status and communicated to the Company that they would be unwilling to extend the term and discount the loan. As a result of this and the continued decline in operating results of the property, management concluded that it was in the best interest of the Company to convey the property to the lender. As the Company intended on conveying the property to the lender during 2013, the Company revised its intended hold period of this property to less than one year. The change in the hold period adjusted the undiscounted cash flows utilized in the impairment analysis and the Company concluded that the property was not recoverable. The Company recorded an impairment charge on the property of $21.7 million during the first quarter of 2013, as the aggregate carrying value was higher than the fair value of the property. This impairment charge is included in "Loss from discontinued operations" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. During the year ended December 31, 2013, the Company conveyed its interest in the property to the lender, which resulted in a gain on extinguishment of debt of $14.0 million, which is recorded in "Discontinued operations, net", on the Company's Consolidated Statements of Operations and Comprehensive Loss.

No impairment charges were recorded for the year ended December 31, 2012.

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisitions. Estimates of future cash flows and other valuation techniques have been used to allocate the purchase price of the acquired property between land, buildings and improvements, equipment, debt, liabilities assumed and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. No significant value had been ascribed to tenant relationships (see Note 3).

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

Intangible Assets and Liabilities

The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting:

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
	(In thousands)
December 31, 2014
Tenant leases:
In-place value	$	97,745		$	(43,481	)	$	54,264
Above-market	109,862			(58,866		)	50,996
Below-market	(65,476		)	22,184			(43,292		)
Ground leases:
Below-market	3,682			(537		)	3,145
December 31, 2013
Tenant leases:
In-place value	$	100,125		$	(37,888	)	$	62,237
Above-market	132,986			(64,303		)	68,683
Below-market	(59,641		)	19,394			(40,247		)
Ground leases:
Below-market	2,173			(392		)	1,781

The gross asset balances of the in-place value of tenant leases are included in "Buildings and Equipment" on the Company's Consolidated Balance Sheets. Acquired in-place tenant leases are amortized over periods that approximate the related lease terms. The above-market tenant leases and below-market ground leases are included in "Prepaid expenses and other assets, net", and below-market tenant leases are included in "Accounts payable and accrued expenses, net" as detailed in Notes 4 and 6, respectively.

Amortization of in-place intangible assets decreased the Company's net income by $26.6 million, $17.2 million ,and $22.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. Amortization of in-place intangibles is included in "Depreciation and amortization" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

Amortization of above-market and below-market lease intangibles decreased the Company's revenue by $13.1 million, $15.7 million, and $21.7 million for the years ended December 31, 2014, 2013, and 2012, respectively. Amortization of above-market and below-market leasing intangibles are included in "Minimum rents" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

The intangibles above are related to specific tenant leases. Should a termination occur earlier than the date indicated in the lease, the related intangible assets or liabilities, if any, related to the lease are written off to expense or income, as applicable. The net impact of intangible write-offs for the year ended December 31, 2014 was $38.1 million, which is included on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

Future amortization/accretion of these intangibles is estimated to decrease the Company's net income as follows:

Year	In-place lease intangibles		Above/(below) market leases, net
	(In thousands)
2015	$	16,920	$	7,619
2016	$	11,331	$	5,161
2017	$	6,916	$	3,068
2018	$	4,542	$	644
2019	$	3,289	$	(649	)

Cash and Cash Equivalents

The Company considers all demand deposits with a maturity of three months or less, at the date of purchase, to be cash equivalents.

Restricted Cash

Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, capital renovations and capital improvements. 

Interest Rate Hedging Instruments

The Company recognizes its derivative financial instruments in either "Prepaid expenses and other assets, net" or "Accounts payable and accrued expenses, net", as applicable, in the Consolidated Balance Sheets and measures those instruments at fair value. The accounting for changes in fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both quantitative and qualitative methods. The Company entered into a derivative agreement during 2014 that qualifies as a hedging instrument and was designated, based upon the exposure of being hedged, as a cash flow hedge. The fair value of this cash flow hedge as of December 31, 2014 was $0.5 million and is included in "Accounts payable and accrued expenses, net" in the Company's Consolidated Balance Sheets. The fair value of the Company's interest rate hedge is classified as Level 2 in the fair value measurement table. To the extent they are effective, changes in fair value of cash flow hedges are reported in "Accumulated other comprehensive income (loss)" ("AOCI/L") and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in AOCI/L and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract.

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow for the termination of their leases prior to their scheduled termination dates as well as the amortization related to above and below-market tenant leases on acquired properties and tenant inducements. Minimum rent revenues also includes percentage rents in lieu of minimum rent from those leases where the Company receives a percentage of tenant revenues.

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The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the years ended December 31, 2014, 2013 and 2012:

	Years ended December 31,
	2014			2013			2012
	(In thousands)
Straight-line rent amortization	$	1,785		$	3,488		$	3,440
Lease termination income	2,204			413			433
Net amortization of above and below-market tenant leases	(13,073		)	(15,672		)	(21,700		)
Amortization of tenant inducement	(28		)	(1,000		)	—
Percentage rents in lieu of minimum rent	6,731			7,071			8,631

Straight-line rent receivables represent the current net cumulative rents recognized prior to when billed and collectible, as provided by the terms of the leases. The following is a summary of straight-line rent receivables, which are included in "Accounts receivable, net," in the Company's Consolidated Balance Sheets and are reduced for allowances for doubtful accounts:

	December 31, 2014		December 31, 2013
	(In thousands)
Straight-line rent receivables, net	$	14,431	$	12,645

The Company provides an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The Company also evaluates the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long term nature of the Company's leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. The Company's experience relative to unbilled straight-line rent receivable is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations. For that portion of the recognized deferred rent that is not deemed to be probable of collection, an allowance for doubtful accounts has been provided. Accounts receivable are shown net of an allowance for doubtful accounts of $3.4 million and $2.8 million as of December 31, 2014 and 2013, respectively. The following table summarizes the changes in allowance for doubtful accounts for all receivables:

	2014			2013			2012
	(In thousands)
Balance at beginning of period	$	2,798		$	2,545		$	2,943
Provision for doubtful accounts	1,228			887			1,919
Write-offs	(673		)	(634		)	(2,317		)
Balance at end of period	$	3,353		$	2,798		$	2,545

Tenant recoveries are recoveries that are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement.

Overage rent is paid by a tenant when its sales exceed an agreed-upon minimum amount. Overage rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds.

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Other revenues generally consist of amounts earned by the Company for vending, advertising, and marketing revenues earned at the Company's malls and is recognized on an accrual basis over the related service period.

Loss Per Share

Basic net loss per share is computed by dividing the net loss applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is calculated similarly; however, it reflects potential dilution of securities by adding other potential shares of common stock, including stock options and non-vested restricted stock, to the weighted-average number of shares of common stock outstanding for the period. For the years ended December 31, 2014 and 2013, there were 3,313,869 and 2,579,171 stock options outstanding, respectively, that potentially could be converted into shares of common stock and 205,731 and 278,617 shares of non-vested restricted stock outstanding, respectively. These stock options and shares of restricted stock have been excluded from this computation, as their effect is anti-dilutive.

In connection with the spin-off, on January 12, 2012, GGP distributed to its stockholders 35,547,049 shares of our common stock and retained 359,056 shares of our Class B common stock. This share amount is being utilized for the calculation of basic and diluted earnings per share ("EPS") for all periods presented prior to the spin-off as our common stock was not traded prior to January 12, 2012 and there were no dilutive securities in the prior periods. On February 6, 2013, the 359,056 shares of the Company's Class B common stock were converted into 359,056 shares of our common stock, at the request of the holders of the Company's Class B common stock.

The Company had the following weighted-average shares outstanding:

	Years ended December 31,
	2014	2013	2012
Weighted average shares - basic and diluted	57,203,196	49,344,927	46,149,893

Fair Value

The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value:

• Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;

• Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and

• Level 3 — unobservable inputs that are used when little or no market data is available.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value.  Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities.  Accordingly, the Company's fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon the sale or disposition of these assets.

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The following table sets forth information regarding the Company's financial and non-financial instruments that are measured at fair value on a recurring and non-recurring basis by the above categories:

	Total Fair Value Measurement			Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In thousands)
December 31, 2014
Recurring basis:
Assets:
Interest rate cap	$	1		$	—	$	1		$	—
Liabilities:
Interest rate swap	$	(482	)	$	—	$	(482	)	$	—
Non-recurring basis:
Investment in Real Estate (1)	$	74,237		$	—	$	—		$	74,237
December 31, 2013
Recurring basis:
Assets:
Interest rate cap	$	45		$	—	$	45		$	—
Non-recurring basis:
Investment in Real Estate (1)	$	33,475		$	—	$	—		$	33,475

Explanatory Note:

⁽¹⁾ The carrying value includes each mall's respective land, building, and in-place lease value.

The following is a reconciliation of the carrying value of properties that were impaired during the years ended December 31, 2014 and 2013:

	Collin Creek Mall (1)(2)			Steeplegate Mall (1)(3)
Beginning carrying value, January 1, 2014	$	60,120		$	34,789
Capital expenditures	1,449			456
Depreciation and amortization expense	(4,723		)	(1,700		)
Loss on impairment of real estate	(5,079		)	(10,886		)
Ending carrying value, December 31, 2014	$	51,767		$	22,659

	Boulevard Mall(1)(3)			Steeplegate Mall (1)(3)
Beginning carrying value, January 1, 2013	$	84,175		$	51,687
Capital expenditures	—			885
Depreciation and amortization expense	(928		)	(2,624		)
Loss on impairment of real estate	(21,661		)	(15,159		)
Disposition of real estate asset	(61,586		)	—
Ending carrying value, December 31, 2013	$	—		$	34,789

Explanatory Note:

⁽¹⁾ The carrying value includes each mall's respective land, building, in-place lease value, and above and below market lease values.

⁽²⁾ Valued using a Terminal Capitalization Rate as of December 31, 2014.

⁽³⁾ Valued using a Discounted Cash Flow Analysis with Discount Rate and Terminal Capitalization Rates as of December 31, 2014 and 2013 as reflected in the table below.

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The Company estimates fair value relating to impairment assessments utilizing a direct capitalization rate on forecasted net operating income or discounted cash flows that include all projected cash inflows and outflows over a specific holding period. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. The determination on which method to use is based on expected market conditions specific to the property being assessed. Based upon these inputs, the Company determined that its valuation of a property using a discounted cash flow model was classified within Level 3 of the fair value hierarchy.

The following table sets forth quantitative information about the unobservable inputs of the Company's Level 3 Real Estate, which are recorded at fair values as of December 31, 2014 and December 31, 2013:

	As of December 31,
Unobservable Quantitative Inputs	2014		2013
Discount Rate	11.0	%	10.0	%
Terminal Capitalization Rate	9.5% - 10.0%		9.0	%

The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt. The Company has one interest rate swap and one interest rate cap as of December 31, 2014 and the interest rate swap qualified for hedge accounting. The interest rate swap has met the effectiveness test criteria since inception and changes in its fair value are reported in "Other comprehensive income/(loss)" ("OCI/L") and are reclassified into earnings in the same period or periods during which the hedged item affects earnings. The interest rate cap did not qualify for hedge accounting and changes in its fair value are reported in earnings during the period incurred. The fair value of the Company's interest rate hedges, classified under level 2, are determined based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of the Company's credit standing, credit risk of the counterparty, and reasonable estimates about relevant future market conditions. See Note 7 for additional information regarding the Company's interest rate hedging instruments.

The Company's financial instruments are short term in nature and as such their fair values approximate their carrying amount in our Consolidated Balance Sheets except for debt. As of December 31, 2014 and 2013, management’s estimates of fair value are presented below. The Company estimated the fair value of the debt using a future discounted cash flow analysis based on the use and weighting of multiple market inputs. Based on the frequency and availability of market data, the inputs used to measure the estimated fair value of debt are Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. 

	December 31, 2014				December 31, 2013
	Carrying Amount(1)		Estimated Fair Value		Carrying Amount(1)		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	1,249,195	$	1,248,928	$	1,021,432	$	1,013,726
Variable-rate debt	335,304		336,791		433,114		434,508
Total mortgages, notes and loans payable	$	1,584,499	$	1,585,719	$	1,454,546	$	1,448,234

Offering Costs

Costs associated with the issuance of common stock and rights offering to the Company's stockholders were deferred and charged against the gross proceeds of the offering upon the sale of shares during the years ended December 31, 2014 and 2013 (see Note 10).

Leases

Leases which transfer substantially all the risks and benefits of ownership to tenants are considered finance leases and the present values of the minimum lease payments and the estimated residual values of the leased properties, if any, are accounted for as receivables. Leases which transfer substantially all the risks and benefits of ownership to the Company are considered capital leases

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and the present values of the minimum lease payments are accounted for as assets and liabilities. All other leases are treated as operating leases. As of December 31, 2014 and 2013, all of the Company's leases are treated as operating leases.

Deferred Expenses

Deferred expenses are comprised of deferred lease costs incurred in connection with obtaining new tenants or renewals of lease agreements with current tenants, which are amortized on a straight-line basis over the terms of the related leases and included in "Depreciation and amortization" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. Deferred financing costs are amortized on a straight-line basis (which approximates the effective interest method) over the lives of the related mortgages, notes, and loans payable and included in "Interest expense" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.  The following table summarizes our deferred lease and financing costs:

	Gross Asset		Accumulated Amortization			Net Carrying Amount
	(In thousands)
December 31, 2014
Deferred lease costs	$	55,647	$	(14,683	)	$	40,964
Deferred financing costs	19,151		(7,504		)	11,647
Total	$	74,798	$	(22,187	)	$	52,611
December 31, 2013
Deferred lease costs	$	43,570	$	(12,039	)	$	31,531
Deferred financing costs	18,979		(4,455		)	14,524
Total	$	62,549	$	(16,494	)	$	46,055

Stock-Based Compensation

The Company recognizes all stock-based compensation to employees, including grants of employee stock options and restricted stock awards, in the financial statements as compensation cost. The compensation cost is amortized over the respective vesting period based on its fair value on the date of grant.

Asset Retirement Obligations

The Company evaluates any potential asset retirement obligations, including those related to disposal of asbestos containing materials and environmental remediation liabilities. The Company recognizes the fair value of such obligations in the period incurred if a reasonable estimate of fair value can be determined. As of December 31, 2014 and 2013, a preliminary estimate of the cost of the environmental remediation liability is approximately $4.5 million and $4.7 million, respectively, which is included in "Accounts payable and accrued expenses, net" on the Company's Consolidated Balance Sheets. The Company does not believe that actual remediation costs will be materially different than the estimates as of December 31, 2014.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, impairment of long-lived assets, valuation of hedging instruments and fair value of debt. Actual results could differ from these and other estimates.

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Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which requires entities to disclose only disposals representing a strategic shift in operations as discontinued operations. The new guidance requires expanded disclosures about discontinued operations that will provide financial statements users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in the financial statements previously issued or available for issuance. The Company adopted this guidance during the year ended December 31, 2014.

In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)." This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with two transition methods of adoption allowed. Early adoption for reporting periods prior to December 15, 2016 is not permitted. The Company is evaluating the financial statement impact of the guidance in this ASU and determining which transition method it will utilize.

In August 2014, the FASB issued ASU 2014-15 "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." This topic provides guidance on management's responsibility to evaluate whether there is substantial doubt about a company's ability to continue as a going concern and requires related footnote disclosures. The amendments in this ASU are effective for the annual period after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the guidance in this ASU.

NOTE 3ACQUISITIONS

The Company includes the results of operations of real estate assets acquired in the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss from the date of the related transaction.

The following table presents the Company's acquisitions during the years ended December 31, 2014 and 2013:

	Date Acquired	Property Name	Location	Square Footage Acquired	Purchase Price
2014 Acquisitions					(In thousands)
	05/22/2014	Bel Air Mall (1)(2)	Mobile, AL	1,004,439	$	131,917
	8/29/2014	The Mall at Barnes Crossing (3)	Tupelo, MS	736,607	98,850
			2014 Acquisitions Total	1,741,046	$	230,767
2013 Acquisitions
	7/24/2013	Greenville Mall (1) (4)	Greenville, NC	413,759	$	48,900
	12/11/2013	Chesterfield Towne Center (1) (5)	Richmond, VA	1,016,258	165,500
	12/11/2013	The Centre at Salisbury (1) (6)	Salisbury, MD	721,396	127,000
			2013 Acquisitions Total	2,151,413	$	341,400

Explanatory Notes:

⁽¹⁾ Rouse acquired a 100% interest in the mall.

⁽²⁾ The Company assumed an existing $112.5 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.30%, matures in December 2015, and amortizes on a 30 year schedule thereafter.     

⁽³⁾ Rouse acquired a 51% controlling interest in the mall and related properties. In conjunction with the closing of this transaction, the Company closed on a new $67.0 million non-recourse mortgage loan that bears interest at a fixed rate of 4.29%, matures in September 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter. See Note 12 for further details.     

⁽⁴⁾ The Company assumed an existing $41.7 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.29%, matures in December 2015, and amortizes on a 30 year schedule thereafter. A fair value adjustment of $0.2 million was recorded as a result of the mortgage assumption.

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⁽⁵⁾ The Company assumed an existing$109.7 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 4.75%, matures in October 2022, and amortizes over 30 years. A fair value adjustment of $1.3 million was recorded as a result of the mortgage assumption.

⁽⁶⁾ The Company assumed an existing $115.0 million partial recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.79%, matures in May 2016, and is interest only. A fair value adjustment of$1.2 million was recorded as a result of the mortgage assumption.

The following table presents certain additional information regarding the Company's acquisitions during the years ended

December 31, 2014 and 2013:

	Property Name	Land		Building and Improvements		Acquired Lease Intangibles		Acquired Above Market Lease Intangibles		Acquired Below Market Lease Intangibles			Other
2014 Acquisitions		(In thousands)
	Bel Air Mall	$	8,969	$	111,206	$	11,329	$	3,952	$	(6,889	)	$	3,350
	The Mall at Barnes Crossing	17,969		75,949		6,973		4,700		(8,100		)	1,359
	Total	$	26,938	$	187,155	$	18,302	$	8,652	$	(14,989	)	$	4,709
2013 Acquisitions
	Greenville Mall (1)	$	9,088	$	36,961	$	5,076	$	1,098	$	(4,521	)	$	1,430
	Chesterfield Towne Center (2)	19,387		135,825		8,755		4,843		(6,741		)	2,181
	The Centre at Salisbury (3)	22,580		96,050		9,326		4,043		(4,729		)	972
	Total	$	51,055	$	268,836	$	23,157	$	9,984	$	(15,991	)	$	4,583

Explanatory Notes:

⁽¹⁾ Excludes fair value adjustment on mortgage assumption of $0.2 million.

⁽²⁾ Excludes fair value adjustment on mortgage assumption of $1.3 million.

⁽³⁾ Excludes fair value adjustment on mortgage assumption of $1.2 million.

The Company incurred acquisition and transaction related costs of $1.0 million, $2.1 million, and $1.0 million for the years ended December 31, 2014, 2013, and 2012, respectively. Acquisition and transaction related costs consist of due diligence costs such as legal fees, environmental studies, and closing costs. These costs are recorded in "Other" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

During the year ended December 31, 2014, the Company recorded approximately $14.6 million in revenues and $1.6 million in net loss related to the acquisitions of Bel Air Mall and The Mall at Barnes Crossing. During the year ended December 31, 2013, the Company recorded approximately $4.8 million in revenues, and $1.1 million in net loss related to the acquisitions of Greenville Mall, Chesterfield Towne Center, and The Centre at Salisbury.

The following condensed pro forma financial information for the years ended December 31, 2014 and 2013 includes pro forma adjustments related to the 2014 acquisitions of Bel Air Mall and The Mall at Barnes Crossing, which are presented assuming the acquisitions had been consummated as of January 1, 2013. The pro forma financial information for the year ended December 31, 2013 includes pro forma adjustments related to the 2014 acquisitions of Bel Air Mall and The Mall at Barnes Crossing, as well as the 2013 acquisitions of Greenville Mall, Chesterfield Towne Center and The Centre at Salisbury, which are presented assuming the acquisitions had been consummated as of January 1, 2012. The pro forma financial information for the year ended December 31, 2012 includes pro forma adjustments related to the 2013 acquisitions of Greenville Mall, Chesterfield Towne Center and The Centre at Salisbury, as well as the 2012 acquisitions of Grand Traverse Mall and The Mall at Turtle Creek, which are presented assuming the acquisitions had been consummated as of January 1, 2012.

The following condensed pro forma financial information is not necessarily indicative of what the actual results of operations of the Company would have been assuming the acquisitions had been consummated as of January 1, 2013 and 2012, nor does it purport to represent the results of operations for future periods. Pro forma adjustments include above and below-market amortization, straight-line rent, interest expense, and depreciation and amortization.

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	For the Year Ended December 31,
	2014			2013			2012
(In thousands, except per share amounts)	As Adjusted (Unaudited)
Total revenues	$	307,027		$	307,790		$	273,306
Net loss	(51,561		)	(56,836		)	(72,965		)
Net loss per share - basic and diluted	$	(0.90	)	$	(1.15	)	$	(1.58	)
Weighted average shares - basic and dilutive	57,203,196			49,344,927			46,149,893

NOTE 4PREPAID EXPENSES AND OTHER ASSETS, NET

The following table summarizes the significant components of prepaid expenses and other assets, net:

	December 31,
	2014		2013
	(In thousands)
Above-market tenant leases, net (Note 2)	$	50,996	$	68,683
Prepaid expenses	4,755		4,776
Below-market ground leases, net (Note 2)	3,145		1,781
Deposits	1,447		682
Other	2,347		330
Total prepaid expenses and other assets, net	$	62,690	$	76,252

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NOTE 5MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:

	December 31,
	2014		2013			Interest Rate at December 31, 2014		Schedule Maturity Date
Fixed-rate debt:	(In thousands)
Steeplegate Mall (1)	$	45,858	$	47,970		4.94	%	August 2014
Bel Air Mall (2)	111,276		—			5.30		December 2015
Greenville Mall (2)	40,602		41,375			5.29		December 2015
Vista Ridge Mall	68,537		71,270			6.87		April 2016
Washington Park Mall	10,505		10,872			5.35		April 2016
The Centre at Salisbury (2)	115,000		115,000			5.79		May 2016
The Mall at Turtle Creek	77,648		78,615			6.54		June 2016
Collin Creek Mall	58,128		60,206			6.78		July 2016
Grand Traverse Mall	59,479		60,429			5.02		February 2017
The Shoppes at Knollwood Mall (8)	—		36,281			—		—
West Valley Mall (2) (3)	59,000		—			3.24		September 2018
Pierre Bossier Mall	46,654		47,400			4.94		May 2022
Pierre Bossier Anchor	3,637		3,718			4.85		May 2022
Southland Center (MI)	76,037		77,205			5.09		July 2022
Chesterfield Towne Center (2)	107,967		109,737			4.75		October 2022
Animas Valley Mall	50,053		50,911			4.41		November 2022
Lakeland Square (2)	68,053		69,241			4.17		March 2023
Valley Hills Mall (2)	66,492		67,572			4.47		July 2023
Chula Vista Center (2) (4)	70,000		—			4.18		July 2024
The Mall at Barnes Crossing (2)	67,000		—			4.29		September 2024
Bayshore Mall (2) (7)	46,500		27,720			3.96		October 2024
Sikes Senter (2) (4)	—		55,494			—		—
Total Fixed-rate debt	$	1,248,426	$	1,031,016
Less: Market rate adjustments	769		(9,583		)
	$	1,249,195	$	1,021,433
Variable- rate debt:
NewPark Mall (2) (5)	$	65,304	$	66,113		3.42	%	May 2017
West Valley Mall (2)	—		59,000			—		September 2018
2013 Term Loan (6)	260,000		260,000			2.92		November 2018
2013 Revolver (6)	10,000		48,000			2.92		November 2017
Total Variable-rate debt:	$	335,304	$	433,113
Total mortgages, notes and loan payable	$	1,584,499	$	1,454,546

Explanatory Notes:

⁽¹⁾ The loan matured on August 1, 2014 and was not repaid. As such, the loan is in default.

⁽²⁾ See the significant property loan refinancings and acquisitions table below under "—Property-Level Debt" in this Note 5 for additional information regarding the debt related to each property.

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⁽³⁾ As of December 31, 2013, the interest rate related to West Valley Mall was variable rate at LIBOR plus 175 basis points. During January 2014, the Company entered into a swap transaction which fixed the interest rate on the loan for this property to 3.24%. See Note 7 for further details.

⁽⁴⁾ On July 1, 2014, the Company removed Chula Vista Center from the 2013 Senior Facility (as defined below) collateral pool and placed a new non-recourse mortgage loan on Chula Vista Center. Sikes Senter was repaid on July 1, 2014 from proceeds from the Chula Vista Center refinancing and upon repayment Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility collateral pool balance.

⁽⁵⁾ During July 2014, the Company reduced the spread fromLIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

⁽⁶⁾ LIBOR (30 day) plus 275 basis points.

⁽⁷⁾ On October 16, 2014, the Company placed a new non-recourse mortgage loan on Bayshore Mall located in Eureka, CA for $46.5 million. The loan bears interest at a fixed rate of 3.96%, matures in October 2024, and is interest only for the first three years.

⁽⁸⁾ As of December 31, 2014, the loan of $33.5 million, net of market rate adjustment, on The Shoppes at Knollwood Mall is shown as a component of "Liabilities of property held for sale" on the Consolidated Balance Sheets. The loan was defeased upon the sale of the property in January 2015.

Property-Level Debt

The Company had individual property-level debt (the “Property-Level Debt”) on 20 of its 36 assets, representing $1.31 billion (excluding $0.8 million of market rate adjustments) as of December 31, 2014. As of December 31, 2014 and 2013, the

Property-Level Debt had a weighted average interest rate of 5.0% and 5.2%, respectively, and an average remaining term of 4.9 years and 5.0 years, respectively. The Property-Level Debt is generally non-recourse to the Company and is stand-alone (i.e., not cross-collateralized) first mortgage debt with the exception of customary contingent guarantees and indemnities.

In February 2014, the Company paid off the $27.6 million mortgage debt balance on Bayshore Mall which had a fixed interest rate of 7.13%.

In April 2014, the loan associated with Steeplegate Mall was transferred to special servicing. The loan matured on August 1, 2014 and was not repaid. As such, the loan is in default. Upon default, a receiver was appointed by the lender to take over daily operations of the property. The loan is expected to be satisfied by deed in lieu of foreclosure during the year ending December 31, 2015.

In July 2014, the Company paid off the $54.6 million mortgage debt balance on Sikes Senter. See the table below for further discussion.

The following is a summary of significant property loan refinancings and acquisitions that occurred during the years ended December 31, 2014 and 2013 ($ in thousands):

Property	Date	Balance at Date of Refinancing		Interest Rate		Balance of New Loan		New Interest Rate		Net Proceeds (1)		Maturity
December 31, 2014
Bayshore Mall (2)	October 2014	$	—	—	%	$	46,500	3.96	%	$	43,400	October 2024
The Mall at Barnes Crossing (2)	August 2014	—		—	%	67,000		4.29	%	—		September 2024
Chula Vista Center (3)	July 2014	—		—	%	70,000		4.18	%	15,000		July 2024
Sikes Senter (3)	July 2014	54,618		5.20	%	—		—	%	—		—
Bel Air Mall	May 2014	—		—	%	111,276		5.30	%	—		December 2015
December 31, 2013
Lakeland Square (4)	March 2013	$	50,300	5.12	%	$	70,000	4.17	%	$	13,400	March 2023
NewPark Mall (5)	May 2013	62,900		7.45	%	66,500		LIBOR + 4.05%		1,100		May 2017
Valley Hills Mall	June 2013	51,400		4.73	%	68,000		4.47	%	15,000		July 2023
Greenville Mall	July 2013	—		—	%	41,700		5.29	%	—		December 2015
West Valley Mall (2)(6)	September 2013	47,100		3.43	%	59,000		LIBOR + 1.75%		11,400		September 2018
Chesterfield Towne Center	December 2013	—		—	%	109,737		4.75	%	—		October 2022
The Centre at Salisbury (7)	December 2013	—		—	%	115,000		5.79	%	—		May 2016

Explanatory Notes:

⁽¹⁾ Net proceeds are net of closing costs.

⁽²⁾ The loan is interest-only for the first three years.

⁽³⁾ On July 1, 2014, the Company removed Chula Vista Center, located in Chula Vista, CA, from the 2013 Senior Facility collateral pool and placed a new non-recourse mortgage loan on the property. Sikes Senter, located in Wichita Falls, TX, had an outstanding mortgage loan which was repaid on July 1, 2014 from proceeds from the Chula Vista Center refinancing. Upon repayment, Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility balance.

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⁽⁴⁾ On March 6, 2013, the loan associated with Lakeland Square was refinanced for $65.0 million. Subsequently, on March 21, 2013, the loan was increased by $5.0 million to $70.0 million in order to partially fund the acquisition of an anchor building previously owned by a third party.

⁽⁵⁾ The loan provides for an additional subsequent funding of $5.0 million upon achieving certain conditions for a total funding of $71.5 million. During July 2014, the Company reduced the spread from LIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

⁽⁶⁾ The loan has a five year extension option subject to the fulfillment of certain conditions. During January 2014, the Company entered into a swap transaction and the loan now has a fixed interest rate of 3.24%.

⁽⁷⁾ The loan is interest-only. In conjunction with the acquisition of The Centre at Salisbury, the Company guaranteed a maximum amount of $3.5 million until certain financial covenants are met for two consecutive years.

Corporate Facilities

2013 Senior Facility

On November 22, 2013, the Company entered into a $510.0 million secured credit facility that provides borrowings on a revolving basis of up to $250.0 million (the "2013 Revolver") and a $260.0 million senior secured term loan (the "2013 Term Loan" and together with the 2013 Revolver, the "2013 Senior Facility"). Borrowings on the 2013 Senior Facility bear interest at LIBOR plus 185 to 300 basis points based on the Company's corporate leverage. Proceeds from the 2013 Senior Facility were used to retire the Company's 2012 Senior Facility, including the 2012 Revolver and the 2012 Term Loan (as each term is defined below), and the $70.9 million non-recourse mortgage loan on Southland Mall in California prior to its maturity date in January 2014. The Company has the option, subject to the satisfaction of certain conditions precedent, to exercise an "accordion" provision to increase the commitments under the 2013 Revolver and/or incur additional term loans in the aggregate amount of $250.0 million such that the aggregate amount of the commitments and outstanding loans under the 2013 Secured Facility does not exceed $760.0 million. During the year ended December 31, 2014, the Company exercised a portion of its "accordion" feature on the 2013 Senior Facility to increase the available borrowings of the 2013 Revolver thereunder from $250.0 million to $285.0 million. The term and rates of the Company's 2013 Senior Facility were otherwise unchanged.

The 2013 Revolver has an initial term of four years with a one year extension option and the 2013 Term Loan has a term of five years. As of December 31, 2014 and December 31, 2013, the Company had $10.0 million and $48.0 million outstanding on the 2013 Revolver. The default interest rate following a payment event of default under the 2013 Senior Facility is 3.00% more than the then-applicable interest rate. The Company is required to pay an unused fee related to the 2013 Revolver equal to 0.20% per year if the aggregate unused amount is greater than or equal to 50% of the 2013 Revolver or 0.30% per year if the aggregate unused amount is less than 50% of the 2013 Revolver.  During the years ended December 31, 2014 and December 31, 2013, the Company incurred $0.8 million and $0.1 million, respectively of unused fees related to the 2013 Revolver. Under the 2013 Term Loan, letters of credit totaling $5.2 million were outstanding as of December 31, 2014 in connection with five properties. During the year ended December 31, 2014, we incurred $0.1 million of letter of credit fees. As of December 31, 2013, no letters of credit were outstanding.

The 2013 Senior Facility contains representations and warranties, affirmative and negative covenants and defaults that are customary for such a real estate loan. In addition, the 2013 Senior Facility requires compliance with certain financial covenants, including borrowing base loan to value and debt yield, corporate maximum leverage ratio, minimum ratio of adjusted consolidated earnings before interest, tax, depreciation and amortization to fixed charges, minimum tangible net worth, minimum mortgaged property requirement, maximum unhedged variable rate debt and maximum recourse indebtedness. Failure to comply with the covenants in the 2013 Senior Facility would result in a default thereunder and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under the 2013 Senior Facility. No assurance can be given that we would be successful in obtaining such waiver or amendment in this current financial climate, or that any accommodations that we were able to negotiate would be on terms as favorable as those in the 2013 Senior Facility. In December 2014, the Company entered into an amendment of the 2013 Senior Facility whereby certain modifications were made to the financial covenant calculations. As of December 31, 2014, the Company was in compliance with all of the debt covenants related to the 2013 Senior Facility.

As of December 31, 2014, $2.12 billion of land, buildings and equipment (before accumulated depreciation), excluding Knollwood Mall, have been pledged as collateral for our mortgages, notes and loans payable. Certain mortgage notes payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. The weighted-average interest rate on our collateralized mortgages, notes and loans payable was approximately 4.6% and 4.6% as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the average remaining term was 4.7 years and 4.9 years, respectively.

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2012 Senior Facility and Subordinated Facility

On January 12, 2012, the Company entered into a senior secured credit facility that provided borrowings on a revolving basis of up to $50.0 million (the “2012 Revolver”) and a senior secured term loan (the “2012 Term Loan” and together with the 2012 Revolver, the “2012 Senior Facility”). The interest rate during the year ended 2012 was renegotiated from LIBOR plus 5.0% (with a LIBOR floor of 1.0%) to LIBOR plus 4.5% (with no LIBOR floor). In January 2013, in order to maintain the same level of liquidity, the Company paid down an additional $100.0 million on the 2012 Term Loan and increased the 2012 Revolver from $50.0 million to $150.0 million. In conjunction with the Company's entrance into the 2013 Senior Facility, the 2012 Senior Facility was terminated.

The Company was required to pay an unused fee related to the 2012 Revolver equal to 0.30% per year if the aggregate unused amount was greater than or equal to 50% of the 2012 Revolver or 0.25% per year if the aggregate unused amount was less than 50% of the 2012 Revolver. During the year ended December 31, 2013, the Company incurred $0.4 million of unused fees related to the 2012 Revolver.

During 2012, the Company also entered into a subordinated unsecured revolving credit facility with a wholly-owned subsidiary of Brookfield Asset Management, Inc., a related party, that provided borrowings on a revolving basis of up to $100.0 million (the “Subordinated Facility”). The Subordinated Facility had a term of three years and six months and bore interest at LIBOR (with a LIBOR floor of 1%) plus 8.50%. The default interest rate following a payment event of default under the Subordinated Facility was 2.00% more than the then-applicable interest rate. Interest was payable monthly.  In addition, the Company was required to pay a semiannual revolving credit fee of $0.3 million. On November 22, 2013, in conjunction with the Company's entrance into the 2013 Senior Facility, the Subordinated Facility was terminated.

As of December 31, 2014, future scheduled maturities of outstanding long term debt obligations are as follows ($ in thousands):

	Total
2015	$	213,119
2016	332,762
2017	140,759
2018	328,892
2019	11,752
Thereafter	556,446
	$	1,583,730
Unamortized market rate adjustment	769
Total mortgages, notes and loans payable	$	1,584,499

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NOTE 6ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET

The following table summarizes the significant components of accounts payable and accrued expenses, net:

	December 31,
	2014		2013
	(In thousands)
Below-market tenant leases, net (Note 2)	$	43,292	$	40,247
Construction payable	16,272		21,821
Accounts payable and accrued expenses	9,901		10,310
Deferred income	5,471		6,539
Accrued dividend	9,885		6,454
Accrued payroll and other employee liabilities	9,352		7,942
Accrued real estate taxes	9,028		5,640
Asset retirement obligation liability	4,545		4,745
Accrued interest	4,380		4,213
Tenant and other deposits	1,336		1,249
Other	514		523
Total accounts payable and accrued expenses, net	$	113,976	$	109,683

NOTE 7 DERIVATIVES

Cash Flow Hedges of Interest Rate Risk

The Company records its derivative instruments in its Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from the counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) ("AOCI/L") and is subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings. During the year ended December 31, 2014, such derivatives were used to hedge the variable cash flows associated with existing variable-rate borrowings. The ineffective portion of the change in fair value of the derivatives is recognized in earnings. During the year ended December 31, 2014, the Company recorded no hedge ineffectiveness for the interest rate swap. The Company had no cash flow hedges during the year ended December 31, 2013.

Amounts reported in AOCI/L related to derivatives are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of December 31, 2014, the Company expects that an additional $0.7 million will be reclassified as an increase to interest expense over the next 12 months.

Interest Rate Swap

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The Company entered into an interest rate swap to hedge the risk of changes in cash flows on borrowings related to the West Valley Mall in January 2014. The interest related to this loan was computed at a variable rate of LIBOR plus 1.75% and the Company swapped this for a fixed rate of 1.49% plus a spread of 1.75%. The interest rate swap protects the Company from increases in the hedged cash flows attributable to increases in LIBOR. The interest rate swap matures in June 2018.

As of December 31, 2014, the Company had the following outstanding interest rate derivative that was designated as a cash flow hedge of interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
		(in thousands)
Interest rate swap	1	$59,000

Non-Designated Hedges - Interest Rate Caps

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the hedge accounting requirements. Changes in the fair value of the derivative not designated as hedges are recorded directly in earnings. For each of the years ended December 31, 2014 and 2013, such amounts equaled $0.04 million and $0.01 million. As of December 31, 2014, the Company had the following outstanding derivative that was not designated as a hedge in qualifying hedging relationships:

Interest Rate Derivative	Number of Instruments	Notional Amount
		(in thousands)
Interest rate cap	1	$65,305

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Company's Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013:

Instrument Type	Location in consolidated balance sheets	Notional Amount		Designated Benchmark Interest Rate	Strike Rate		Fair Value at December 31, 2014			Fair Value at December 31, 2013		Maturity Date
Derivative not designated as hedging instruments		(dollars in thousands)
Interest Rate Cap	Prepaid expenses and other assets, net	$	65,305	One-month LIBOR	4.5	%	$	1		$	45	May 2016
Derivative designated as hedging instruments
Pay fixed / receive variable rate swap	Accounts payable and accrued expenses, net	$	59,000	One-month LIBOR	1.5	%	$	(482	)	$	—	June 2018

The table below presents the effect of the Company’s derivative financial instruments on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss for the year ended December 31, 2014. The Company had no cash flow hedges during the year ended December 31, 2013.

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						Location of Losses Reclassified from OCI/L Into Earnings (Effective Portion)					Location of Gain (Loss) Recognized in Earnings (Ineffective Portion)
Hedging Instrument	Gain (Loss) Recognized in OCI/L (Effective Portion)						Loss Recognized in Earnings (Effective Portion)					Gain Recognized in Earnings (Ineffective Portion)
	(dollars in thousands)
Year Ended December 31,	2014			2013			2014		2013			2014		2013
Pay fixed / receive variable rate swap	$	(1,210	)	$	—	Interest expense	$	728	$	—	n.a.	$	—	$	—

Credit Risk-Related Contingent Features

The Company has an agreement with its derivative counterparty that contains a provision whereby if the Company defaults on any of its indebtedness, including a default whereby repayment of such indebtedness has not been accelerated by the lender, the Company could also be declared in default on its derivative obligations. The Company has not posted any collateral related to this agreement. As of December 31, 2014, the fair value of the derivative liability, which includes accrued interest but excludes any adjustment for nonperformance risk, related to this agreement was $0.6 million. If the Company had breached this provision as of December 31, 2014, it would have been required to settle its obligations under the agreement at its termination value of $0.6 million.

NOTE 8DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES

In June 2013, the Company conveyed its interest in Boulevard Mall to the lender of the loan related to the property. The property had been transferred to special servicing in January 2013 and was conveyed in full satisfaction of the debt. This resulted in a gain of extinguishment of debt of $14.0 million for the year ended December 31, 2013. Additionally, the conveyance of the property was structured as a reverse like-kind exchange transaction under Code Section 1031 for income tax purposes. In June 2014, the Company reversed its value on an outstanding environmental liability on Boulevard Mall of ($0.4) million and is included in "Other" in the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

The Company's disposition and gain on extinguishment of debt, for the periods presented, are included in "Loss from discontinued operations" in the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss and is summarized in the table set forth below.

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	Years ended December 31,
		2013			2012
	(In thousands, except per share amounts)
Total revenues		$	4,812		$	9,675
Operating expenses including depreciation and amortization		3,082			8,780
Provision for impairment		21,661			—
Total expenses		24,743			8,780
Operating income (loss)		(19,931		)	895
Interest expense		(3,227		)	(6,786		)
Net loss from discontinued operations		(23,158		)	(5,891		)
Gain on extinguishment of debt		13,995			—
Net loss from discontinued operations		$	(9,163	)	$	(5,891	)
Net loss from discontinued operations per share- Basic and Diluted		$	(0.19	)	$	(0.13	)

In October 2014, the Company entered into an agreement to sell The Shoppes at Knollwood Mall in St. Louis Park, MN. The sale was completed in January 2015 for gross proceeds of $106.7 million. The mortgage debt balance of $35.1 million was defeased simultaneously with the sale of the property. Net proceeds at closing were $54.7 million. The interest rate on the debt was 5.35% and the original maturity was October 2017.

The carrying amounts of the major classes of assets and liabilities of The Shoppes at Knollwood Mall classified as “held for sale” on the Consolidated Balance Sheet as of December 31, 2014 were as follows:

Assets:
Net investment in real estate	$	55,647
Liabilities:
Mortgages, notes and loans payable, net of market rate adjustment	$	33,481
Accounts payable and accrued expenses, net	5,109
Total Liabilities	$	38,590

NOTE 9INCOME TAXES

The Company has elected to be taxed as a REIT beginning with the filing of its tax return for the 2011 fiscal year. As of December 31, 2014, the Company has met the requirements of a REIT for the 2013 fiscal year and has filed the tax returns accordingly. Subject to its ability to meet the requirements of a REIT, the Company intends to maintain this status in future periods.

To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of its ordinary taxable income and to either distribute capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, the Company is required to meet certain asset and income tests.

As a REIT, the Company will generally not be subject to corporate level federal income tax on taxable income that it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income or property, and to federal income and excise taxes on its undistributed taxable income.

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

The Company has a subsidiary that it elected to treat as a taxable REIT subsidiary (TRS), which is subject to federal and state income taxes. For the years ended December 31, 2014, 2013 and 2012, the Company incurred approximately $0.07 million, $0.08 million and $0.1 million, respectively, in taxes associated with the TRS, which are recorded in "Provision for income taxes" on the Company's Consolidated and Combined Statements of Operations.

NOTE 10COMMON STOCK

On January 13, 2014, the Company issued 8,050,000 shares of common stock in an underwritten public offering of its common stock at a public offering price of $19.50 per share. Net proceeds of the public offering were approximately $150.7 million after deducting the underwriting discount of $6.3 million and offering costs.

During the year ended December 31, 2013, 359,056 shares of the Company's Class B common stock were converted into 359,056 shares of the Company's common stock, at the request of the then holders of the Class B common stock. During the year ended December 31, 2013, the Company also sold 10,559 shares of common stock which were held as treasury stock at a stock price of $17.91 per share.

Brookfield Asset Management, Inc. and its affiliates (collectively, "Brookfield") owned approximately 33.6% of the Company as of December 31, 2014.

Dividends

On February 27, 2014, the Company's Board of Directors declared a first quarter common stock dividend of $0.17 per share, which was paid on April 30, 2014 to stockholders of record on April 15, 2014.

On May 1, 2014, the Company's Board of Directors declared a second quarter common stock dividend of $0.17 per share, which was paid on July 31, 2014 to stockholders of record on July 15, 2014.

On July 31, 2014, the Company's Board of Directors declared a third quarter common stock dividend of $0.17 per share, which was paid on October 31, 2014 to stockholders of record on October 15, 2014.

On October 30, 2014, the Company's Board of Directors declared a fourth quarter common stock dividend of $0.17 per share, which was paid on January 30, 2015 to stockholders of record on January 15, 2015.

Dividend Reinvestment and Stock Purchase Plan

On May 12, 2014, the Company established a Dividend Reinvestment and Stock Purchase Plan ("DRIP"). Under the DRIP, the Company's stockholders may purchase additional shares of common stock by automatically reinvesting all or a portion of the cash dividends paid on their shares of common stock or by making optional cash payments, or both, at fees described in the DRIP prospectus. The DRIP commenced with the payment of the second quarter dividend which was paid on July 31, 2014 to stockholders of record on July 15, 2014. To date, the Company has purchased the shares needed to satisfy the DRIP elections in the open market. No additional shares have been issued.

Employee Stock Purchase Plan

On July 1, 2014, the Company commenced enrollment under its Employee Stock Purchase Plan (the "ESPP"). The ESPP was implemented to provide eligible employees of the Company and its participating subsidiaries with an opportunity to purchase common stock of the Company at a discount of 5%, through accumulated payroll deductions or other permitted contributions. The ESPP was adopted by the Company's Board of Directors on February 27, 2014 and approved by its stockholders on May 9, 2014. The first offering period commenced on August 1, 2014 and had a duration of three months, closing on October 31, 2014. The maximum number of shares of common stock that may be issued under the ESPP is 500,000 subject to adjustments under certain circumstances. As a result of the ESPP, 1,376 shares were issued under the ESPP during the year ended December 31, 2014.

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NOTE 11STOCK BASED COMPENSATION PLANS

Incentive Stock Plans

On January 12, 2012, the Company adopted the Rouse Properties, Inc. 2012 Equity Incentive Plan (the “Equity Plan”). The number of shares of common stock reserved for issuance under the Equity Plan is 4,887,997. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the "Awards"). Directors, officers, other employees and consultants of Rouse and its subsidiaries and affiliates are eligible for Awards. No participant may be granted more than 2,500,000 shares. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.

Stock Options

Pursuant to the Equity Plan, the Company granted stock options to certain employees of the Company.  The vesting terms of these grants are specific to the individual grant.  In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions).  In the event that a participating employee ceases to be employed by the Company, any options that have not vested will generally be forfeited. Stock options generally vest annually over a five year period.

The following tables summarize stock option activity for the Equity Plan for the years ended December 31, 2014 and 2013:

	2014			2013
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Stock options outstanding at January 1,	2,579,171		$15.14	1,945,643		$14.64
Granted	778,498		18.36	695,900		16.48
Exercised	(1,680	)	16.48	(10,880	)	14.72
Forfeited	(42,120	)	15.34	(51,492	)	14.43
Expired	—		—	—		—
Stock options outstanding at December 31,	3,313,869		$15.89	2,579,171		$15.14

	Stock Options Outstanding (1)
Issuance	Shares	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price
March 2012	1,500,514	7.25	$14.72
May 2012	21,900	7.42	13.71
August 2012	36,400	7.67	13.75
October 2012	297,257	7.84	14.47
February 2013	679,300	8.17	16.48
February 2014	750,300	9.15	18.40
July 2014	28,198	9.57	17.20
Stock options outstanding at December 31, 2014	3,313,869	7.92	$15.89

Explanatory Note:

⁽¹⁾As of December 31, 2014 and December 31, 2013, 878,288 and 371,214, respectively, stock options became fully vested and are currently exercisable. As of December 31, 2014, and December 31, 2013, the intrinsic value of these options was $3.2 million and $2.8 million, respectively, and such stock options had a weighted average stock price of$14.93and$14.65, respectively. The weighted average remaining contractual term as ofDecember 31, 2014and December 31, 2013 was7.5and8.4years, respectively.

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The Company recognized $1.8 million, $1.4 million and $1.0 million in compensation expense related to the stock options for the years ended December 31, 2014, 2013 and 2012, respectively, which is recorded in "General and administrative" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

Restricted Stock

Pursuant to the Equity Plan, the Company granted restricted stock to certain employees and non-employee directors.  The vesting terms of these grants are specific to the individual grant, and are generally three to four year periods. In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions).  In the event that a participating employee ceases to be employed by the Company, any shares that have not vested will generally be forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest.

The following table summarizes restricted stock activity for the years ended December 31, 2014 and 2013:

	2014			2013
	Shares		Weighted Average Grant Date Fair Value	Shares		Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding at January 1,	278,617		$14.85	263,669		$14.69
Granted	42,489		18.40	36,573		16.48
Forfeited	—		—	(4,160	)	14.72
Cancelled	—		—	—		—
Vested	(115,375	)	15.08	(17,465	)	15.47
Nonvested restricted stock grants outstanding at December 31,	205,731		$15.45	278,617		$14.85

The 4,160 shares of restricted stock that were forfeited during the year ended December 31, 2013 will be held in treasury for future restricted stock or option issuances.

The weighted average remaining contractual term (in years) of granted, nonvested awards as of December 31, 2014 was 0.9 years.

The Company recognized $1.9 million, $1.6 million and $1.5 million in compensation expense related to the restricted stock for the years ended December 31, 2014, 2013 and 2012, respectively, which is included in "General and administrative" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

Other Disclosures

The estimated values of options granted in the table above are based on the Black-Scholes pricing model using the assumptions in the table below.  The estimate of the risk-free interest rate is based on the average of a 5- and 10-year U.S. Treasury note on the date the options were granted.  The estimate of the dividend yield and expected volatility is based on a review of publicly-traded peer companies.  The expected life is computed using the simplified method as the Company does not have historical share option data. The fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model with the following 2014 and 2013 weighted-average assumptions:

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2014:
Risk-free interest rate	1.83% - 1.95%
Dividend yield	3.70% - 3.95%
Expected volatility	27.75% - 28.27%
Expected life (in years)	6.5
2013:
Risk-free interest rate	1.10	%
Dividend yield	4.25	%
Expected volatility	26.00	%
Expected life (in years)	6.5

As of December 31, 2014, total compensation expense, which had not yet been recognized, related to nonvested options and restricted stock grants was $7.4 million. Of this total, $3.2 million relates to 2015, $2.4 million relates to 2016, $1.1 million relates to 2017, $0.6 million relates to 2018, and $0.1 million relates to 2019, will be recognized, respectively, in "General and administrative" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, and actual forfeiture rates differing from estimated forfeiture rates.

NOTE 12NON-CONTROLLING INTEREST

The non-controlling interest on the Company's Consolidated Balance Sheets represents Series A Cumulative Non-Voting Preferred Stock ("Preferred Shares") of Rouse Holdings, Inc. ("Holdings"), a subsidiary of Rouse and the interest in the Mall at Barnes Crossing entities.

Holdings issued 111 Preferred Shares at a par value of $1,000 per share to third parties on June 29, 2012. The Preferred Shareholders are entitled to a cumulative preferential annual cash dividend of 12.5%. These Preferred Shares may only be redeemed at the option of Holdings for $1,000 per share plus all accrued and unpaid dividends. Furthermore, in the event of a voluntary or involuntary liquidation of Holdings, the Preferred Shareholders are entitled to a liquidation preference of $1,000 per share plus all accrued and unpaid dividends. The Preferred Shares are not convertible into or exchangeable for any property or securities of Holdings.

On August 29, 2014, the Company purchased a 51% interest in three limited liability companies which together own and operate The Mall at Barnes Crossing, the Market Center, a strip shopping center located adjacent to the property, and various vacant land parcels associated with the development (collectively referred to as "The Mall at Barnes Crossing"). The Company determined it holds the controlling interest in the The Mall at Barnes Crossing. As a result, the joint venture is presented on the Company's Consolidated and Combined Financial Statements as of December 31, 2014 and for the year ended December 31, 2014 on a consolidated basis, with the interests of the third parties reflected as a non-controlling interest.

In connection with the acquisition, the Company formed a joint venture with other interest holders in the properties. Pursuant to the joint venture arrangements, the Company has the exclusive authority to manage the business of the joint venture, except for certain actions (e.g., disposing of the properties and incurring debt under certain circumstances) that would require the consent of a joint venture partner. At any time after August 29, 2017 (or earlier under certain circumstances), the Company will have the right to purchase its partners' interests in the joint venture at a purchase price generally equal to their fair market value (the "Call Price"). In addition, during the 30-day period beginning on August 29, 2017, a third-party partner will have a one-time option to cause us to purchase each third-party partner's respective interests in the joint venture at a purchase price calculated in the same manner as the Call Price. Consideration paid to our partners for their interests in the joint venture may, under certain circumstances, be in the form of shares of our common stock and/or common units ("Units") of our operating partnership, Rouse Properties, LP (the "Operating Partnership"). If the consideration for the Call Price includes Units, the Company, the Operating Partnership and a third-party partner will enter into a tax protection agreement that will provide for indemnification of such partner under certain circumstances against certain tax liabilities incurred by such partner, if such liabilities result from a transaction involving a taxable disposition of The Mall at Barnes Crossing or the failure to offer such partner the opportunity to guarantee certain indebtedness.

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NOTE 13RENTALS UNDER OPERATING LEASES

The Company receives rental income from the leasing of retail space under operating leases. The minimum future rentals based on operating leases of the Company's consolidated properties owned as of December 31, 2014 are as follows:

Year	Amount
	(In thousands)
2015	$	242,263
2016	201,027
2017	161,901
2018	126,967
2019	105,235
Subsequent	409,646
	$	1,247,039

Minimum future rentals exclude amounts which are not fixed in accordance with the tenant's lease, but are based upon a percentage of their gross sales or reimbursement of actual operating expenses and amortization of above and below-market leases. Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers, and consequently, our credit risk is concentrated in the retail industry.

NOTE 14RELATED PARTY TRANSACTIONS

Transition Services Agreement with GGP

The Company entered into a transition services agreement with GGP whereby GGP or its subsidiaries provided to us, on a transitional basis, certain specified services for various terms not exceeding 18 months following the spin-off. The services that GGP provided to the Company included, amongst others, payroll, human resources and employee benefits, financial systems management, treasury and cash management, accounts payable services, telecommunications services, information technology services, asset management services, legal and accounting services and various other corporate services. The charges for the transition services generally were intended to allow GGP to fully recover their costs directly associated with providing the services, plus a level of profit consistent with an arm’s length transaction together with all out-of-pocket costs and expenses. The charges of each of the transition services were generally based on an hourly fee arrangement and pass-through out-of-pocket costs. As of December 31, 2013, the transition services agreement with GGP was terminated. For the years ended December 31, 2013 and 2012, the costs associated with the transition services agreement were $0.1 million and $1.5 million, respectively.

Office Leases with Brookfield

Upon its spin-off from GGP, the Company assumed a 10-year lease agreement with Brookfield, as landlord, for office space for its corporate office in New York City. Costs associated with the office lease for the years ended December 31, 2014, 2013 and 2012 were $1.1 million, $1.1 million, and $1.0 million, respectively. There are no outstanding amounts payable as of December 31, 2014.  In addition, the landlord completed the build out of the Company's office space during 2012 for $1.7 million and there are no further costs payable. The costs associated with the build out of the Company's office space were capitalized in "Buildings and equipment" on the Company's Consolidated Balance Sheets.

During 2012, the Company entered into a 5-year lease agreement with Brookfield, as landlord, for office space for its regional office in Dallas, Texas. The lease commenced in October 2012 with no payments due for the first 12 months. During April 2013, the Company amended the lease and expanded its current space. Costs associated with the office lease for the year ended December 31, 2013 were $0.03 million, of which $0.01 million was payable as of December 31, 2013. Effective December 30, 2013, the Brookfield subsidiary sold the office building in which the office space is located to a third party.

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The following table describes the Company's future rental expenses related to the office leases for the Company's New York office:

Year	Amount
	(In thousands)
2015	$	1,076
2016	1,086
2017	1,147
2018	1,147
2019	1,147
Subsequent	2,230
	$	7,833

Subordinated Credit Facility with Brookfield

On the Spin-Off Date, the Company entered into a Subordinated Facility with a wholly-owned subsidiary of Brookfield, as lender, for a $100.0 million revolving credit facility.  The Company paid a one time upfront fee of $0.5 million related to this facility in 2012. In addition, the Company was required to pay a semi-annual revolving credit fee of $0.3 million related to this facility. For the years ended December 31, 2013 and 2012, costs associated with the revolving credit fee were $0.5 million and $0.4 million, respectively. On November 22, 2013, in conjunction with the Company's entrance into the 2013 Senior Facility, the Subordinated Facility was terminated (see Note 5).

Business Information and Technology Costs

As part of the spin-off from GGP, the Company commenced the development of its initial information technology platform ("Brookfield Platform"). The development of the Brookfield Platform required us to purchase, design and create various information technology applications and infrastructure. Brookfield Corporate Operations, LLC ("BCO") had been engaged to assist in the project development and to procure the various applications and infrastructure of the Company. The Company incurred approximately $0.3 million and $2.8 million of infrastructure costs during the years ended December 31, 2014 and 2013, respectively. For the years ended December 31, 2014 and 2013, the Company had approximately $8.3 million and $8.0 million, respectively, of infrastructure costs which were capitalized in "Buildings and equipment" on the Company's Consolidated Balance Sheets. As of December 31, 2014, no costs were outstanding and payable.

The Company was also required to pay a monthly information technology services fee to BCO. Approximately $3.1 million and $2.0 million in costs were incurred for the years ended December 31, 2014 and December 31, 2013, respectively. As of the year ended December 31, 2014, $0.3 million of costs were outstanding and payable. As of December 31, 2013, no costs were outstanding and payable.

Currently, the Company is undertaking the development of its own information technology platform ("Rouse Platform"). As of December 31, 2014, the Company had incurred approximately $8.0 million of infrastructure costs, of which $7.1 million is included in "Buildings and equipment" on the Company's Consolidated Balance Sheets that is related to the purchase, design of various technology applications and infrastructure of the Rouse Platform. The remaining $1.0 million is included in "Other" on the Company's Consolidated Statements of Operations and Comprehensive Loss that is related to the planning, scoping and data governance of developing the Rouse Platform. As of December 31, 2014, $0.3 million were outstanding and payable.

In connection with the development of the Rouse Platform, the Company accelerated the amortization of the remaining Brookfield Platform cost resulting in additional amortization expense of $3.6 million for the year ended December 31, 2014, which is included in "Depreciation and amortization" on the Company's Consolidated Statements of Operations and Comprehensive Loss.

Financial Service Center

During 2013, the Company engaged BCO's financial service center to manage certain administrative services of Rouse, such as accounts payable and receivable, employee expenses, lease administration, and other similar types of services. Approximately $2.2 million and $1.2 million in costs were incurred for the years ended December 31, 2014 and 2013, respectively, and are recorded

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in "General and administrative" on the Company's Consolidated Statements of Operations and Comprehensive Loss. As of the years ended December 31, 2014 and 2013, there were $0.2 million and no costs outstanding and payable, respectively.

Demand Deposit from Brookfield U.S. Holdings

In August 2012, the Company entered into an agreement with Brookfield U.S. Holdings (U.S. Holdings) to place funds into an interest bearing account which earns interest at LIBOR plus 1.05% per annum. The demand deposit is secured by a note from U.S. Holdings and guaranteed by Brookfield Asset Management Inc. The demand deposit had an original maturity of February 14, 2013 and was extended to November 14, 2014. However, the Company may have demanded the funds earlier by providing U.S. Holdings with a three day notice. The Company earned approximately $0.3 million, $0.5 million, and $0.7 million in interest income for the years ended December 31, 2014, 2013 and 2012, respectively. As of the year ended December 31, 2013, the Company had no outstanding deposit with U.S. Holdings. As of the year ended December 31, 2014, the agreement has been terminated.

NOTE 15COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in legal proceedings relating to the ownership and operations of the Company's properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on the Company's combined financial position, results of operations or liquidity.

In connection with the ownership and operation of real estate, the Company may be potentially liable for costs and damages related to environmental matters. In management's opinion, the liabilities, if any, that may ultimately result from such environmental matters are not expected to have a material effect on the Company's combined financial position, results of operations or liquidity.

In conjunction with the acquisition of The Centre at Salisbury, the Company guaranteed a maximum amount of $3.5 million until certain financial covenants are met for two consecutive years.

NOTE 16QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table sets forth the selected quarterly financial data for the Company (dollars in thousands, except per share amounts).

	For the Quarters Ended
	March 31,			June 30,			September 30,			December 31,
2014
Total revenues	$	67,839		$	67,790		$	74,783		$	81,715
Operating income	13,340			10,677			322			7,100
Net loss	(4,425		)	(8,175		)	(26,372		)	(12,711		)
Net loss per share - Basic and diluted	(0.08		)	(0.14		)	(0.46		)	(0.22		)
Dividends declared per share	0.17			0.17			0.17			0.17
Weighted average shares outstanding	56,129,522			57,519,079			57,519,412			57,531,859
2013
Total revenues	$	57,496		$	58,381		$	60,315		$	67,350
Operating income	12,640			12,387			13,133			(912		)
Net loss	(29,486		)	4,116			(4,683		)	(24,692		)
Net loss per share - Basic and diluted	(0.60		)	0.08			(0.09		)	(0.50		)
Dividends declared per share	0.13			0.13			0.13			0.13
Weighted average shares outstanding	49,332,151			49,342,013			49,346,798			49,358,281

NOTE 17SUBSEQUENT EVENTS

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In January 2015, the Company sold The Shoppes at Knollwood in St. Louis Park, MN, for gross proceeds of $106.7 million. The mortgage debt balance of $35.1 million was defeased simultaneously with the sale of the property. Net proceeds of $54.7 million were available for general corporate purposes, including acquisitions and ongoing capital investments within the existing portfolio.

In January 2015, the Company acquired Mt. Shasta Mall located in Redding, CA, for a total purchase price of $49.0 million. In February 2015, the Company placed a new $31.9 million non-recourse mortgage loan on the property that bears interest at 4.19%, matures in March 2025, is interest only for the first three years and amortizes on a 30 year schedule thereafter. The transaction will be accounted for using the acquisition method of accounting. Accordingly, the results of operations of Mt. Shasta Mall since the acquisition date will be included in our Condensed Consolidated Financial Statements for the first quarter of 2015. We are in the process of gathering information to allocate the purchase price to the assets acquired and liabilities assumed. All of the assets acquired and liabilities assumed in the transaction will be recognized at their acquisition date fair values.

In February 2015, the Company paid off the remaining mortgage loan balance of $10.4 million on Washington Park Mall.

In February 2015, the Company's Board of Directors declared a first quarter common stock dividend of $0.18 per share, which will be paid on April 30, 2015 to stockholders of record on April 15, 2015.

In February 2015, the loan associated with Vista Ridge Mall was transferred to special servicing.

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Schedule III

Real Estate and Accumulated Depreciation

December 31, 2014

(Dollars in thousands)

				Initial Cost				Cost Capitalized Subsequent to Acquisition						Gross Amounts at Which Carried at Close of Period (2)
Name of Center	Location	Encumbrance (1)		Land		Building & Improvements		Land			Building & Improvements			Land		Building & Improvements		Total		Accumulated Depreciation		Date Acquired	Life Which Latest Income Statement is Computed
Animas Valley Mall	Farmington, NM	$	50,053	$	6,509	$	32,270	—			$	(421	)	$	6,509	$	31,849	$	38,358	$	4,627	2010	(3)
Barnes Crossing, The Mall at	Tupelo, MS	67,000		18,300		82,583		—			—			18,300		82,583		100,883		1,503		2014	(3)
Bayshore Mall	Eureka, CA	46,500		4,770		33,306		780			12,780			5,550		46,086		51,636		4,837		2010	(3)
Bel Air Mall	Mobile, AL	111,276		8,969		122,537		—			205			8,969		122,742		131,711		5,496		2014	(3)
Birchwood Mall	Port Huron, MI	—		8,316		44,884		—			1,100			8,316		45,984		54,300		6,260		2010	(3)
Cache Valley Mall	Logan, UT	—		3,963		26,842		(70		)	6,268			3,893		33,110		37,003		4,595		2010	(3)
Chesterfield Towne Center	Richmond, VA	106,867		19,546		146,148		(159		)	(2,086		)	19,387		144,062		163,449		5,643		2013	(3)
Chula Vista Center	Chula Vista, CA	70,000		13,214		71,598		1,149			14,485			14,363		86,083		100,446		9,530		2010	(3)
Collin Creek Mall	Plano, TX	58,148		14,747		48,103		(1,067		)	(10,016		)	13,680		38,087		51,767		—		2010	(3)
Colony Square Mall	Zanesville, OH	—		4,253		29,577		—			441			4,253		30,018		34,271		4,010		2010	(3)
Gateway Mall	Springfield, OR	—		7,097		36,573		—			6,211			7,097		42,784		49,881		5,222		2010	(3)
Grand Traverse Mall	Traverse City, MI	59,479		11,420		46,409		—			180			11,420		46,589		58,009		5,892		2012	(3)
Greenville Mall	Greenville, NC	40,696		9,088		42,087		—			(101		)	9,088		41,986		51,074		3,674		2013	(3)
Lakeland Square	Lakeland, FL	68,053		10,938		56,867		1,308			17,168			12,246		74,035		86,281		9,470		2010	(3)
Lansing Mall	Lansing, MI	—		9,615		49,220		350			17,497			9,965		66,717		76,682		7,524		2010	(3)
Mall St. Vincent	Shreveport, LA	—		4,604		21,927		—			12,136			4,604		34,063		38,667		3,347		2010	(3)
NewPark Mall	Newpark, CA	65,305		17,847		58,384		2,867			8,858			20,714		67,242		87,956		7,788		2010	(3)
North Plains Mall	Clovis, NM	—		2,217		11,768		—			1,126			2,217		12,894		15,111		1,810		2010	(3)
Pierre Bossier Mall	Bossier City, LA	50,291		7,522		38,247		817			11,977			8,339		50,224		58,563		5,707		2010	(3)
Salisbury, The Centre at	Salisbury, MD	115,728		22,580		105,376		—			(436		)	22,580		104,940		127,520		5,522		2013	(3)
Sierra Vista, The Mall at	Sierra Vista, AZ	—		7,078		36,441		—			(67		)	7,078		36,374		43,452		4,656		2010	(3)
Sikes Senter	Wichita Falls, TX	—		5,915		34,075		—			3,559			5,915		37,634		43,549		4,730		2010	(3)
Silver Lake Mall	Coeur d'Alene, ID	—		3,237		12,914		—			3,228			3,237		16,142		19,379		2,067		2010	(3)
Southland Center	Taylor, MI	76,037		13,697		51,860		1			6,358			13,698		58,218		71,916		7,316		2010	(3)
Southland Mall	Hayward, CA	—		23,407		81,474		—			9,511			23,407		90,985		114,392		18,602		2010	(3)
Spring Hill Mall	West Dundee, IL	—		8,219		23,679		1,206			2,224			9,425		25,903		35,328		3,641		2010	(3)
Steeplegate Mall	Concord, NH	45,858		11,438		42,030		(6,118		)	(24,880		)	5,320		17,150		22,470		—		2010	(3)
Three Rivers Mall	Kelso, WA	—		2,079		11,142		—			17,823			2,079		28,965		31,044		1,620		2010	(3)
Turtle Creek, The Mall at	Jonesboro, AR	79,630		22,254		79,579		—			314			22,254		79,893		102,147		8,143		2012	(3)
Valley Hills Mall	Hickory, NC	66,492		10,047		61,817		—			(568		)	10,047		61,249		71,296		8,684		2010	(3)
Vista Ridge Mall	Lewisville, TX	67,934		15,965		46,560		—			(181		)	15,965		46,379		62,344		6,023		2010	(3)
Washington Park Mall	Bartlesville, OK	10,152		1,389		8,213		—			151			1,389		8,364		9,753		1,274		2010	(3)
West Valley Mall	Tracy, CA	59,000		31,341		38,316		—			5,298			31,341		43,614		74,955		7,437		2010	(3)
Westwood Mall	Jackson, MI	—		5,708		28,006		—			229			5,708		28,235		33,943		3,348		2010	(3)
White Mountain Mall	Rock Springs, WY	—		3,010		11,419		—			4,190			3,010		15,609		18,619		1,920		2010	(3)
Total Held For Use Properties		$	1,314,499	$	370,299	$	1,672,231	$	1,064		$	124,561		$	371,363	$	1,796,792	$	2,168,155	$	181,918
Other		270,000		—		—		—			23,280			—		23,280		23,280		7,920
Total Held For Use Portfolio		$	1,584,499	$	370,299	$	1,672,231	$	1,064		$	147,841		$	371,363	$	1,820,072	$	2,191,435	$	189,838
The Shoppes at Knollwood Mall	St. Louis Park, MN	$	33,481	$	6,127	$	32,905	$	—		$	21,489		$	6,127	$	54,394	$	60,521	$	4,874	2010	(3)
Held For Sale Property		$	33,481	$	6,127	$	32,905	$	—		$	21,489		$	6,127	$	54,394	$	60,521	$	4,874
Total Portfolio		$	1,617,980	$	376,426	$	1,705,136	$	1,064		$	169,330		$	377,490	$	1,874,466	$	2,251,956	$	194,712

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Table of Contents                         ROUSE PROPERTIES, INC.

Schedule III

Real Estate and Accumulated Depreciation

December 31, 2014

(Dollars in thousands)

Explanatory Notes:

⁽¹⁾ See description of mortgages, notes, and loans payable in Note 5 to the consolidated and combined financial statements.

⁽²⁾ The aggregate cost of land, buildings, and improvements for federal income tax purposes was approximately $2.0 billion as of December 31, 2014.

⁽³⁾ Depreciation is computed based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5-10
Tenant improvements	Shorter of useful life or applicable lease term

1. Reconciliation of Real Estate:

The changes in real estate for the years ended December 31, 2014, 2013 and 2012 are as follows:

	2014			2013			2012
	(In thousands)
Balance at January 1,	$	1,948,131		$	1,652,755		$	1,462,482
Improvements and additions	120,031			68,236			34,865
Acquisitions	238,510			349,269			176,242
Dispositions and write-offs	(31,752		)	(85,308		)	(20,834		)
Impairments	(22,964		)	(36,821		)	—
Balance at December 31,	$	2,251,956		$	1,948,131		$	1,652,755

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Table of Contents                         ROUSE PROPERTIES, INC.

Schedule III

Real Estate and Accumulated Depreciation

December 31, 2014

(Dollars in thousands)

2. Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation for the years ended December 31, 2014, 2013 and 2012 are as follows:

	2014			2013			2012
	(In thousands)
Balance at January 1,	$	142,432		$	116,336		$	72,620
Depreciation expense	91,248			66,497			64,550
Dispositions and write-offs	(31,752		)	(32,015		)	(20,834		)
Impairments	(7,216		)	(8,386		)	—
Balance at December 31,	$	194,712		$	142,432		$	116,336

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROUSE PROPERTIES, INC.
By: /s/ JOHN WAIN
John Wain Chief Financial Officer
(Principal Financial Officer)	March 6, 2015

We, the undersigned officers and directors of Rouse Properties, Inc., hereby severally constitute Andrew Silberfein and John Wain, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Annual Report of Form 10-K and generally to do all such things in our name and behalf in such capacities to enable Rouse Properties, Inc. to comply with the applicable provisions of the Securities Exchange Act of 1934, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or any of them, to any and all such amendments.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ ANDREW SILBERFEIN	Director and Chief Executive Officer
Andrew Silberfein	(Principal Executive Officer)	March 6, 2015
/s/ JOHN WAIN	Chief Financial Officer
John Wain	(Principal Financial Officer)	March 6, 2015
/s/ MICHAEL GRANT	Chief Accounting Officer
Michael Grant	(Principal Accounting Officer)	March 6, 2015
/s/ JEFFREY BLIDNER
Jeffrey Blidner	Director	March 6, 2015
/s/ RIC CLARK
Ric Clark	Director	March 6, 2015
/s/ CHRISTOPHER HALEY
Christopher Haley	Director	March 6, 2015
/s/ MICHAEL HEGARTY
Michael Hegarty	Director	March 6, 2015
/s/ BRIAN KINGSTON
Brian Kingston	Director	March 6, 2015
/s/ DAVID KRUTH
David Kruth	Director	March 6, 2015
/s/ MICHAEL MULLEN
Michael Mullen	Director	March 6, 2015

94

Exhibit Index

Exhibit Number	Exhibit Description
2.1	Separation Agreement, dated as of January 12, 2012, between Rouse Properties, Inc. and General Growth Properties, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed January 19, 2012).
3.1	Amended and Restated Certificate of Incorporation of Rouse Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed January 19, 2012).
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rouse Properties, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q, filed May 7, 2013).
3.3	Amended and Restated Bylaws of Rouse Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed January 19, 2012).
3.4	Exchange Agreement, dated as of January 12, 2012, between Rouse Properties, Inc. and GGP Limited Partnership (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed January 19, 2012).
4.1	Registration Rights Agreement, dated March 26, 2012, between Rouse Properties, Inc. and affiliates of Brookfield Asset Management Inc. (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K, filed March 29, 2012).
10.1	Transition Services Agreement, dated as of January 12, 2012, among GGP Limited Partnership, General Growth Management, Inc. and Rouse Properties, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed January 19, 2012).
10.2	Tax Matters Agreement, dated as of January 12, 2012, between Rouse Properties, Inc. and General Growth Properties, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed January 19, 2012).
10.3	Employee Matters Agreement, effective as of January 12, 2012, among General Growth Management, Inc., GGP Limited Partnership and Rouse Properties, Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed January 19, 2012).
10.4	Services Agreement, effective as of January 12, 2012, between Brookfield Asset Management Inc. and Rouse Properties, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed January 19, 2012).
10.5	Form of Indemnification Agreement between Rouse Properties, Inc. and individual directors and officers (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form 10, filed December 14, 2011).
10.6	Credit Agreement, dated as of January 12, 2012, among Rouse Properties, Inc. and the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed January 19, 2012).
10.7	Second Amendment to Credit Agreement, dated as of September 28, 2012, among Rouse Properties, Inc. and the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed October 4, 2012).
10.8	Third Amendment to Credit Agreement, dated as of January 22, 2013, among Rouse Properties, as Borrower, KeyBank National Association, as Administrative Agent, and the Other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed January 25, 2013).
10.9	Secured Credit Agreement, dated as of November 22, 2013, among Rouse Properties, L.P. and the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed November 26, 2013)
10.10	Amendment Regarding Increase to Secured Credit Agreement, dated as of March 3, 2014, among Rouse Properties, L.P., as Borrower, and KeyBank National Association, as Administrative Agent, and the Other Lenders party thereto.
10.11	First Amendment to Secured Credit Agreement, dated as of December 29, 2014, among Rouse Properties, L.P., as Borrower, and KeyBank National Association, as Administrative Agent, and the Other Lenders party thereto.

95

10.12	Subordinated Credit Agreement, dated as of January 12, 2012, between Rouse Properties, Inc. and Trilon (Luxembourg) S.a.r.l., a wholly-owned subsidiary of Brookfield Asset Management Inc. (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed January 19, 2012).
10.13	2012 Equity Incentive Plan for directors, employees and consultants (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K, filed March 29, 2012).
10.14	Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K, filed March 29, 2012).
10.15	Form of Restricted Stock Award Agreement for employees (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K, filed March 29, 2012).
10.16	Form of Restricted Stock Award Agreement for directors (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K, filed March 29, 2012).
10.17	Non-Qualified Stock Option Agreement between Rouse Properties, Inc. and Andrew Silberfein, dated March 12, 2012 (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K, filed March 29, 2012).
10.18	Restricted Stock Award Agreement between Rouse Properties, Inc. and Andrew Silberfein dated March 12, 2012 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K, filed March 29, 2012).
10.19	Restricted Stock Award Agreement between Rouse Properties, Inc. and Benjamin Schall, dated March 12, 2012 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K, filed March 29, 2012).
10.20	Rouse Properties, Inc. Management Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed May 8, 2013).
10.21	Employment Agreement between Andrew Silberfein and Rouse Properties, Inc., dated November 14, 2011 (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form 10-K, filed December 14, 2011).
10.22	Letter Agreement between Andrew Silberfein and Rouse Properties, Inc., dated November 14, 2011 (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form 10, filed December 14, 2011).
10.23	Employment Letter, effective as of September 25, 2012, between Rouse Properties, Inc. and John A. Wain (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed September 28, 2012).
10.24	Standby Purchase Agreement, dated as of December 16, 2011, by and among Rouse Properties, Inc., General Growth Properties, Inc., Brookfield US Corporation and Brookfield Asset Management Inc. (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form 10, filed December 20, 2011).
10.25	Employment Letter, effective as of February 21, 2012, between Rouse Properties, Inc. and Benjamin Schall (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K, filed March 7, 2013).
10.26	Purchase and Sale Agreement and Joint Escrow Instruction, dated as of October 18, 2013, between Rouse Properties, Inc and certain affiliates of The Macerich Company (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K, filed March 5, 2014).
10.27	Employment Letter, effective as of April 5, 2012, between Rouse Properties, Inc. and Susan Elman, (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K, filed March 5, 2014).
10.28	Severance Letter dated February 27, 2014 between Rouse Properties, Inc. and Brian Harper (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 5, 2014).
10.29	Employment Letter, effective as of June 30, 2014, between Rouse Properties, Inc. and Michael Grant (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed August 4, 2014).
10.30	Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP, dated as of October 30, 2014.
10.31	Limited Liability Company Agreement of TUP 130 Parent, LLC, effective as of August 29, 2014
10.32	Limited Liability Company Agreement of TUP 330 Company, LLC, effective as of August 29, 2014
10.33	Limited Liability Company Agreement of TUP 430 Parent, LLC, effective as of August 29, 2014

96

21.1	List of Subsidiaries of Rouse Properties, Inc.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from Rouse Properties, Inc’s. Annual Report on Form 10-K for the year ended December 31, 2014 has been filed with the SEC on March 6, 2015, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated and Combined Statements of Operations and Comprehensive Loss, (3) Consolidated and Combined Statements of Equity, (4) Consolidated and Combined Statements of Cash Flows and (5) Notes to Consolidated and Combined Financial Statements, tagged as blocks of text.

97

EX-10.10

EXHBIT 10.10

AMENDMENT REGARDING INCREASE

This Amendment to the Secured Credit Agreement (the “Agreement”) is made as of March 3, 2014, by and among ROUSE PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.

R E C I T A L S

A.Borrower, Administrative Agent and certain other Lenders have entered into a Secured Credit Agreement dated as of November 22, 2013 (as amended, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.

B.Pursuant to the terms of the Credit Agreement, the Lenders initially agreed to provide the Borrower with a revolving credit facility in an aggregate principal amount of up to $250,000,000 and a term credit facility in an aggregate principal amount of $260,000,000. The Borrower and the Administrative Agent on behalf of the Lenders now desire to amend the Credit Agreement in order to, among other things (i) increase the Aggregate Commitment to $545,000,000.00; (ii) increase the Aggregate Line Commitment to $285,000,000.00; and (iii) admit Credit Agricole Corporate And Investment Bank as a “Lender” under the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

1.The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.

2.From and after March 3, 2014 (the “Effective Date”) (i) Credit Agricole Corporate and Investment Bank shall be considered as a “Lender” under the Credit Agreement and the Loan Documents, and (ii) Barclays Bank Plc and Royal Bank of Canada shall each be deemed to have increased its respective Commitment to the amount shown next to their respective signatures on the signature pages of this Amendment, each having a Commitment in the amount shown next to their respective signatures on the signature pages of this Amendment. The Borrower shall, on or before the Effective Date, execute and deliver to each new Lender a Note to evidence the Loans to be made by such Lender.

3.From and after the Effective Date, the Aggregate Commitment shall equal Five Hundred Forty-Five Million Dollars ($545,000,000).

4.From and after the Effective Date, the Aggregate Revolving Commitment shall equal Two Hundred Eighty-Five Million Dollars ($285,000,000).

5.From and after the Effective Date, Schedule 1.1 of the Credit Agreement shall refer to Schedule 1.1 attached hereto and incorporated herein.

6.For purposes of Section 14.1 of the Credit Agreement (Giving Notice), the address(es) and facsimile number(s) for Credit Agricole Corporate and Investment Bank shall be as specified below their respective signature(s) on the signature pages of this Amendment.

7.The Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Event of Default, the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of such date.

8.As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.

9.This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.

[Remainder of Page Left Intentionally Blank.]

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

ROUSE PROPERTIES, L.P., a Delaware limited partnership

By: Rouse GP, LLC, a Delaware limited liability company, its General Partner

By:/s/ John A. Wain

Name:    John A. Wain

Title:    Chief Financial Officer

Address:

Rouse Properties, Inc.

c/o Rouse Properties, L.P.

1114 Avenue of The Americas, Suite 2800

New York, NY 10036

Attn: General Counsel

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent

By:/s/ Joshua K. MayersName:    Joshua K. Mayers                        

Title:    Vice President                         

Address:

127 Public Square, 8^th Floor

Cleveland, OH 44114

Attention: Joshua Mayers

Facsimile: (216) 689-4997Revolving Commitment: $25,000,000.00 Term Commitment: $25,000,000.00 Total Commitment: $50,000,000.00 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By:/s/ Adam Jenner Name: Adam Jenner Title: Vice President By:/s/ William Knicerbocker Name: William Knickerbocker Title: Director Address: Credit Agricole CIB 1301 Ave of Americas, 18th Floor New York, NY 10019 Attention: William Knickerbocker

Revolving Commitment: $39,300,000.00 Term Commitment: $23,200,000.00 Total Commitment: $62,500,000.00 BARCLAYS BANK PLC By:/s/Noam Azachi Name:Noam Azachi Title:Vice President Barclays Bank PLC 745 7th Avenue New York, NY 10019 Attention: Mathew Cybul Barclays 70 Hudson Street Jersey City, NJ 07302 Attention: US Loan Operations

Revolving Commitment: $39,300,000.00 Term Commitment: $23,200,000.00 Total Commitment: $62,500,000.00 ROYAL BANK OF CANADA By:/s/ Brian Gross Name: Brian Gross Title: Authorized Signatory Royal Bank of Canada 200 Vesey Street New York, NY 10281-8098 Attention: Brian Gross Royal Bank of Canada Loans Administration 20 King St W - 4th Fl South Tower, 12th Fl Toronto, ON M5H 1C4 Attention: Mhara Eugenio

SCHEDULE 1.1

LENDERS AND COMMITMENTS

Name and Address	Revolving Credit Commitment	Revolving Credit CommitmentPercentage	Term Loan Commitment	Term Loan Commitment Percentage	Total Allocation	Total Allocation Aggregate Commitment Percentage
KeyBank National Association 127 Public Square, 8th Floor Cleveland, OH 44114 Attention: Joshua Mayers Telephone: (216) 689-0213 Facsimile: (216) 689-4997	$39,200,000.00	13.75439%	$40,800,000.00	15.69230%	$80,000,000.00	14.67890%
LIBOR Lending Office Same as Above
Bank of America, N.A. 135 S. LaSalle Street IL4-135-06-11 Chicago, IL 60603 Attention: Asad A. Rafiq Telephone: (312) 828-4116 Facsimile: (312) 992-9767	$39,200,000.00	13.75439%	$40,800,000.00	15.69230%	$80,000,000.00	14.67890%
LIBOR Lending Office Same as Above

Royal Bank of Canada 200 Vesey Street New York, NY 10281-8098 Attention: Brian Gross Telephone: (212) 266-4047 Facsimile: (212) 428-6459 Royal Bank of Canada Loans Administration 20 King St W - 4th Fl South Tower, 12th Fl Toronto, ON M5H 1C4 Attention: Mhara Eugenio Telephone: (416) 974-0388 Facsimile (212) 428-2372	$39,300,000.00	13.78947%	$23,200,000.00	8.92308%	$62,500,000.00	11.46790%
LIBOR Lending Office Same as Above
Barclays Bank PLC 745 7th Avenue New York, NY 10019 Attention: Mathew Cybul Telephone: (212) 526-5851 Facsimile: (212) 526-5115 Barclays 70 Hudson Street Jersey City, NJ 07302 Attention: US Loan Operations Telephone: (201) 499-0040 Facsimile: (972) 535-5728	$39,300,000.00	13.78947%	$23,200,000.00	8.92308%	$62,500,000.00	11.46790%
LIBOR Lending Office Same as Above

U.S. Bank National Association 209 S. LaSalle Street Suite 210 Chicago, IL 60604 Attention: Dennis J. Redpath Telephone: (312) 325-8875 Facsimile: (312) 325-8852	$23,200,000.00	8.14035%	$46,800,000.00	18.00000%	$70,000,000.00	12.84404%
LIBOR Lending Office Same as Above
Fifth Third Bank 222 S Riverside Plaza MD: GRVR3B Chicago, IL 60606 Attention: Casey Gehrig Telephone (312) 704-6206 Facsimile: (312) 704-7364	$16,600,000.00	5.82456%	$33,400,000.00	12.84615%	$50,000,000.00	9.17431%
LIBOR Lending Office Same as Above
Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue New York, NY 10010 Attention: William O'Daly Telephone: (212) 325-1986 Facsimile: (212) 743-2254	$50,000,000.00	17.54386%	$0.00	0.00000%	$50,000,000.00	9.17431%
LIBOR Lending Office Same as Above
RBS Citizens, N.A. 340 Madison Avenue, 22nd Floor New York, NY 10173 Attention: Jonathan Hirshey Telephone: (203) 897-4019	$13,200,000.00	4.63158%	26,800,000.00	10.30769%	$40,000,000.00	7.33945%
LIBOR Lending Office Same as Above

Credit Agricole CIB 1301 Ave of Americas, 18th Floor New York, NY 10019 Attention: William Knickerbocker Telephone: (212) 261-3564	$25,000,000.00	8.77193%	$25,000,000.00	9.61538%	$50,000,000.00	9.17431%
LIBOR Lending Office Same as Above
TOTAL	$285,000,000	100.00%	$260,000,000.00	100.00%	$545,000,000.00	100.00%

EX-10.11

EXHIBIT 10.11

FIRST AMENDMENT TO SECURED CREDIT AGREEMENT

This First Amendment to Secured Credit Agreement (the “Amendment”) is made as of December 29, 2014, by and among Rouse Properties, L.P., a Delaware limited partnership (the “Borrower”), KeyBank National Association, a national banking association ("KeyBank"), and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and KeyBank National Association, not individually, but as “Administrative Agent”.

R E C I T A L S

A.Borrower, Administrative Agent and the Lenders have entered into that certain Secured Credit Agreement dated as of November 22, 2013 (as the same may be amended from time to time, the “Loan Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Loan Agreement.

B.The Borrower, Administrative Agent and the Lenders now desire to amend the Loan Agreement in order modify certain of the other provisions contained therein.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

1.The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.

2.This Amendment shall be effective from and after the date (the “Effective Date”) on which this Amendment has been executed by Borrower and the Required Lenders and all fees due to the Administrative Agent and the undersigned Required Lenders in connection with the execution and delivery of this Amendment have been paid in full.

3.The following definitions in Article I of the Loan Agreement are hereby deleted in their entirety and replaced with the following:

“‘Adjusted NOI’ means, with respect to any Mortgage Property owned as of any date, the sum of (A) the aggregate Net Operating Income of such Mortgage Property for the most recent trailing twelve (12) months for which the Borrower’s financial results have been reported, less (B) the Capital Reserves attributable to such Mortgage Property.”

“‘Borrowing Base Debt Yield Ratio’ means the ratio (expressed as a percentage) of the aggregate Adjusted NOI from the Mortgage Properties determined for the most recent trailing twelve (12) months, divided by the aggregate Outstanding Loans and Letter of Credit Liabilities.”

“‘Capitalization Rate’ means seven and one-half percent (7.5%) with respect to all Projects.”

“‘Capitalization Value’ means, as of any date of determination with respect to any Mortgage Property, the amount equal to (i) the Adjusted NOI for such Mortgage Property for the most recent trailing twelve (12) months for which financial results of the Borrower have been reported, divided by (ii) the Capitalization Rate.”

“‘Equity Value’ means, with respect to any Project or Subsidiary of the Parent, (a) the quotient of (i) the Net Operating Income of such Project (or in the case of a Subsidiary of the Parent, of all Projects of such Subsidiary) for the most recent trailing twelve (12) months for which financial results of the Borrower have been reported, divided by (ii) the Capitalization Rate less (b) all Indebtedness secured by a Lien on such Project (or in the case of a Subsidiary, all Indebtedness of such Subsidiary).”

“‘Total Asset Value’ means, as of any date, the sum, without duplication, of all of the following of the Parent, the Borrower and their Subsidiaries and Unconsolidated Affiliates (but in the case of any non-Wholly Owned Subsidiaries or Unconsolidated Affiliates, based on the Parent's direct or indirect Ownership Share of the same) except as noted with respect to non-Wholly Owned Subsidiaries and Unconsolidated Affiliates:

(a) the quotient of (i) Net Operating Income from all Projects of the Borrower and its Subsidiaries for the most recent trailing twelve (12) months for which financial results of the Borrower have been reported, less Capital Reserves for such Projects, divided by (ii) the Capitalization Rate, plus

(b) the cost basis of any Projects acquired during the twelve month period following such acquisition, plus

(c) the GAAP book value of Vacant Land, plus

(d) aggregate sums spent on the construction of improvements (including land acquisition costs) until 6 months after substantial completion of such improvements has been achieved.

For purposes of this definition (x) the property described in clause (c) and (d) above shall not, in the aggregate, constitute more than 10% of the calculation of Total Asset Value, and any excess over such amount shall not be included in the calculation of Total Asset Value and (y) to the extent the amount of Pre-Alteration NOI included in Net Operating Income under clause (a) above would exceed 7.5% of such Net Operating Income, such excess shall be excluded.”

4.Financial Covenants. Section 7.19(c) of the Credit Agreement is hereby deleted into its entirety and replaced with the following:

“(c)Adjusted Consolidated EBITDA to Fixed Charges. Subject to the provisions of Section 7.19(h), the Borrower will not at any time permit the ratio of (a) Adjusted Consolidated EBITDA determined for the most recent trailing twelve (12) months for which financial results of the Borrower have been reported, to (b) Fixed Charges for the for the most recent trailing twelve (12) months for which financial results of the Borrower have been reported, to be less than the following:

Period	Ratio
Date of this Agreement to and including December 31, 2014	1.25 to 1
January 1, 2015 to and including December 31, 2015	1.35 to 1
January 1, 2016 and thereafter	1.40 to 1”

5.No Default. Borrower hereby represents and warrants that, as of the Effective Date, there is no Default, Event of Default or Unmatured Default, the representations and warranties contained in Article VI of the Loan Agreement are true and correct as of such date (with such applicable materiality qualifiers as may be contained in Article VI), and Borrower has no offsets or claims against any of the Lenders.

6.Ratification. The undersigned Guarantors, having executed and joined in this Amendment as shown below, jointly and severally, hereby (i) approve and ratify this Amendment, (ii) confirm that they have previously joined in, or hereby join in, that certain Unconditional Guaranty of Payment and Performance dated as of November 22, 2013 (the "Guaranty"), that they are Guarantors under the Guaranty and that their obligations under the Guaranty will continue in full force and effect and (iii) agree to fully and timely perform each and every obligation of a Guarantor under such Guaranty.

7.Full Force and Effect. Except as expressly modified as provided herein, the Loan Agreement shall continue in full force and effect. From and after the date hereof, this Amendment shall constitute one of the “Loan Documents” as such term is defined in the Loan Agreement. Moreover, from and after the date hereof, the “Loan Agreement” shall refer to the Loan Agreement as amended by this Amendment.

8.Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.

[Signature pages follow.]

IN WITNESS WHEREOF, the Borrower and the Lenders have executed this Amendment as of the date first above written.

BORROWER:

ROUSE PROPERTIES, L.P., a Delaware limited partnership

By: Rouse GP, LLC, a Delaware limited liability company, its General Partner

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

The undersigned, being all of the Guarantors under that certain Unconditional Guaranty of Payment and Performance dated as of November 22, 2013, hereby consent to the foregoing Amendment to the Loan Agreement.

ROUSE PROPERTIES, INC., a Delaware corporation

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

ROUSE GP, LLC, a Delaware limited liability company

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

BIRCHWOOD MALL, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

CACHE VALLEY, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

SIKES SENTER, LLC,

a Delaware limited liability company

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

COLONY SQUARE MALL L.L.C.

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

GGP-GATEWAY MALL L.L.C.

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

LANSING ANCHOR ACQUISITION, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

LANSING MALL, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

MALL ST. VINCENT, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

NORTH PLAINS MALL, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

SIERRA VISTA MALL, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

SILVER LAKE MALL, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

SPRING HILL ANCHOR ACQUISITION, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

SPRING HILL MALL L.L.C.

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

THREE RIVERS MALL L.L.C.

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

WESTWOOD MALL, LLC

By:/s/ John A. Wain

Name: John A. Wain

Title: Chief Financial Officer

WHITE MOUNTAIN MALL, LLC

By: /s/ John A. Wain

Authorized Signatory

ADMINISTRATIVE AGENT AND LENDERS:

KEYBANK NATIONAL ASSOCIATION, individually and as the Administrative Agent

By:/s/ Sara Jo Smith

Name:    Sara Jo Smith

Title:    Assistant Vice President

BANK OF AMERICA, N.A.,

individually and as Co-Syndication Agent

By:/s/ Asad A. Rafiq

Name: Asad A. Rafiq

Title: Vice President

ROYAL BANK OF CANADA,

individually and as Co-Syndication Agent

By:/s/ Brian Gross

Name: Brian Gross

Title: Authorized Signatory

BARCLAYS BANK PLC

By:/s/ Christine Aharonian

Name:    Christine Aharonian

Title:    Vice President

U.S. BANK NATIONAL ASSOCIATION,

a national banking association, individually and as Co-Documentation Agent

By:

Name: Dennis J. Redpath

Title: Senior Vice President

FIFTH THIRD BANK,

an Ohio Banking Corporation

By:/s/ Casey Gehrig

Name: Casey Gehrig

Title: Vice President

RBS CITIZENS, N.A.

By:/s/ Jonathan Hirshey

Name: Jonathan Hirshey

Title: Senior Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

By:/s/ Bill O' Daly

Name:    Bill O' Daly

Title:    Authorized Signatory

By:/s/ Andrew Maletta

Name:    Andrew Maletta

Title:    Authorized Signatory

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By:/s/ Steven Jonassen

Name: Steven Jonassen

Title: Managing Director

By:/s/William Knickerbocker

Name: William Knickerbocker

Title: Director

EX-10.30

EXHIBIT 10.30

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ROUSE PROPERTIES, LP

a Delaware limited partnership

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

AMENDED AND RESTATED AS OF OCTOBER 30, 2014

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TABLE OF CONTENTS

Page

ARTICLE 1. DEFINED TERMS    1

ARTICLE 2. ORGANIZATIONAL MATTERS    14

Section 2.1. Continuation    14

Section 2.2. Name    14

Section 2.3. Registered Office and Agent; Principal Office    14

Section 2.4. Power of Attorney    14

Section 2.5. Term    15

Section 2.6. Admission of Limited Partners    16

ARTICLE 3. PURPOSE    16

Section 3.1. Purpose and Business    16

Section 3.2. Powers    16

Section 3.3. Representations and Warranties by the Parties    16

Section 3.4. Not Publicly Traded    18

ARTICLE 4. CAPITAL CONTRIBUTIONS    18

Section 4.1. Capital Contributions of the Partners    18

Section 4.2. Issuances of Additional Partnership Interests    19

Section 4.3. Contribution of Proceeds of Issuance of Securities by the Company    22

Section 4.4. Additional Funds    22

Section 4.5. Preemptive Rights    23

ARTICLE 5. DISTRIBUTIONS    23

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Section 5.1. Requirement and Characterization of Distributions    23

Section 5.2. Amounts Withheld    24

Section 5.3. Distributions Upon Liquidation    24

Section 5.4. Restricted Distributions    24

ARTICLE 6. ALLOCATIONS    24

Section 6.1. Allocations For Capital Account Purposes    24

ARTICLE 7. MANAGEMENT AND OPERATIONS OF BUSINESS    26

Section 7.1. Management    26

Section 7.2. Certificate of Limited Partnership    29

Section 7.3. Restrictions on General Partner Authority    29

Section 7.4. Reimbursement of the General Partner and the Company    30

Section 7.5. Outside Activities of the General Partner    31

Section 7.6. Contracts with Affiliates    31

Section 7.7. Indemnification    31

Section 7.8. Liability of the General Partner    33

Section 7.9. Other Matters Concerning the General Partner    34

Section 7.10. Title to Partnership Assets    35

Section 7.11. Reliance by Third Parties    35

ARTICLE 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS    36

Section 8.1. Limitation of Liability    36

Section 8.2. Management of Business    36

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Section 8.3. Outside Activities of Limited Partners    36

Section 8.4. Return of Capital    36

Section 8.5. Rights of Limited Partners Relating to the Partnership    37

Section 8.6. Redemption Right    37

Section 8.7. Conversion of LTIP Units    39

Section 8.8. Voting Rights of LTIP Units    42

ARTICLE 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS    42

Section 9.1. Records and Accounting    42

Section 9.2. Fiscal Year    43

Section 9.3. Reports    43

ARTICLE 10. TAX MATTERS    43

Section 10.1. Preparation of Tax Returns    43

Section 10.2. Tax Elections    43

Section 10.3. Tax Matters Partner    44

Section 10.4. Organizational Expenses    45

Section 10.5. Withholding    45

ARTICLE 11. TRANSFERS AND WITHDRAWALS    46

Section 11.1. Transfer    46

Section 11.2. Transfer of General Partner Interest and Limited Partner Interest    47

Section 11.3. Limited Partners’ Rights to Transfer    47

Section 11.4. Substituted Limited Partners    49

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Section 11.5. Assignees    49

Section 11.6. General Provisions    50

ARTICLE 12. ADMISSION OF PARTNERS    50

Section 12.1. Admission of Successor General Partner    50

Section 12.2. Admission of Additional Limited Partners    51

Section 12.3. Amendment of Agreement and Certificate of Limited Partnership    51

ARTICLE 13. DISSOLUTION, LIQUIDATION AND TERMINATION    52

Section 13.1. Dissolution    52

Section 13.2. Winding Up    53

Section 13.3. Compliance with Timing Requirements of Regulations    54

Section 13.4. Deemed Contribution and Distribution    54

Section 13.5. Rights of Limited Partners    54

Section 13.6. Notice of Dissolution    55

Section 13.7. Termination of Partnership and Cancellation of Certificate of Limited Partnership    55

Section 13.8. Reasonable Time for Winding Up    55

Section 13.9. Waiver of Partition    55

ARTICLE 14. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS    55

Section 14.1. Amendment of Partnership Agreement    55

Section 14.2. Meetings of the Partners    57

ARTICLE 15. GENERAL PROVISIONS    58

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Section 15.1. Addresses and Notice    58

Section 15.2. Titles and Captions    58

Section 15.3. Pronouns and Plurals    58

Section 15.4. Further Action    58

Section 15.5. Binding Effect    58

Section 15.6. Creditors    58

Section 15.7. Waiver    58

Section 15.8. Counterparts    59

Section 15.9. Applicable Law    59

Section 15.10. Invalidity of Provisions    59

Section 15.11. Entire Agreement    59

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EXHIBITS

Exhibit A – Partners’ Contributions and Partnership Interests

Exhibit B ‑ Capital Account Maintenance

Exhibit C ‑ Special Allocation Rules

Exhibit D ‑ Notice of Redemption

Exhibit E – Constructive Ownership Definition

Exhibit F – Conversion Notice

Exhibit G – Forced Conversion Notice
Exhibit H – Schedule of Partner’s Ownership with Respect to Tenants

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AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ROUSE PROPERTIES, LP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROUSE PROPERTIES, LP (this “Agreement”), dated as of October 30, 2014, is entered into by and among Rouse GP, LLC, a Delaware limited liability company (the “General Partner”), and the Persons (as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A as attached hereto (as it may be amended from time to time).

WHEREAS, the limited partnership was formed on January 4, 2012 and an original agreement of limited partnership, dated as of January 12, 2012 (the “Prior Agreement”), was entered into between the General Partner, as general partner, and Rouse Properties, Inc., a Delaware corporation (the “Company”), as the initial limited partner;

WHEREAS, the General Partner and the Company desire to enter into this Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP (the “Partnership”); and

WHEREAS, the General Partner and the Company have made, and the Company will make certain additional, capital contributions to the Partnership as set forth on Exhibit A attached hereto;

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1.DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“704(c) Value” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution, as determined by the General Partner using such reasonable method of valuation as it may adopt. Subject to Exhibit B hereof, the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of Contributed Properties in a single or integrated transaction among the separate properties on a basis proportional to their respective fair market values.

“Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §17-101, etseq., as it may be amended from time to time, and any successor to such statute.

“Additional Funds” has the meaning set forth in Section 4.4.A hereof.

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“Additional Limited Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 12.2 hereof and who is shown as such on the books and records of the Partnership.

“Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end of each Partnership taxable year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704‑2(g)(1) and 1.704‑2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704‑1(b)(2)(ii)(d)(4), 1.704‑1(b)(2)(ii)(d)(5), and 1.704‑1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the relevant Partnership taxable year.

“Adjusted Property” means any property, the Carrying Value of which has been adjusted pursuant to Exhibit B hereof.

“Adjustment Event” means any of the following events: (A) the Partnership makes a distribution on all outstanding Partnership Units in Partnership Units, (B) the Partnership subdivides the outstanding Partnership Units into a greater number of Partnership Units or combines the outstanding Partnership Units into a smaller number of Partnership Units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Partnership Units by way of a reclassification or recapitalization of its Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units under Section 4.2.C need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to the Plan, or any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to the Company in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the Company.

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person; (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person; (iii) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests; or (iv) any officer, director, general partner or trustee of such Person or of any Person referred to in clauses (i), (ii), or (iii) above.

“Agreed Value” means (i) in the case of any Contributed Property as of the time of its contribution to the Partnership, the 704(c) Value of such property, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (ii) in the case of any property distributed to a Partner by the Partnership,

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the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the Regulations thereunder.

“Agreement” means this Amended and Restated Agreement of Limited Partnership of the Partnership, as it may be amended, supplemented or restated from time to time.

“Assignee” means a Person to whom all or a portion of a Partnership Interest has been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5.

“Available Cash” means, with respect to any period for which such calculation is being made,

(i)the sum of:

(a)the Partnership’s Net Income or Net Loss (as the case may be) for such period (without regard to adjustments resulting from allocations described in Sections 1.A through 1.E of Exhibit C);

(b)Depreciation and all other noncash charges deducted in determining Net Income or Net Loss for such period;

(c)the amount of any reduction in the reserves of the Partnership referred to in clause (ii)(f) below (including, without limitation, reductions resulting because the General Partner determines such amounts are no longer necessary);

(d)the excess of proceeds from the sale, exchange, disposition, or refinancing of Partnership property for such period over the gain recognized from such sale, exchange, disposition, or refinancing during such period (excluding Terminating Capital Transactions); and

(e)all other cash received by the Partnership for such period that was not included in determining Net Income or Net Loss for such period;

(ii)less the sum of:

(a)all principal debt payments made by the Partnership during such period;

(b)capital expenditures made by the Partnership during such period;

(c)investments made by the Partnership during such period in any entity (including loans made thereto) to the extent that such investments are not otherwise described in clause (ii)(a) or (ii)(b);

(d)all other expenditures and payments not deducted in determining Net Income or Net Loss for such period;

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(e)any amount included in determining Net Income or Net Loss for such period that was not received by the Partnership during such period;

(f)the amount of any increase in reserves during such period which the General Partner determines to be necessary or appropriate in its sole and absolute discretion; and

(g)the amount of any working capital accounts and other cash or similar balances which the General Partner determines to be necessary or appropriate, in its sole and absolute discretion.

Notwithstanding the foregoing, Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of the dissolution and liquidation of the Partnership.

“Board of Directors” means the Board of Directors of the Company.

“Book‑Tax Disparities” means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book‑Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Exhibit B and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Account” means the Capital Account maintained for a Partner pursuant to Exhibit B hereof.

“Capital Account Limitation” has the meaning set forth in Section 8.7.B.

“Capital Contribution” means, with respect to any Partner, any cash, cash equivalents or the Agreed Value of Contributed Property which such Partner contributes or is deemed to contribute to the Partnership pursuant to Section 4.1, 4.2, or 4.3 hereof.

“Carrying Value” means (i) with respect to a Contributed Property or Adjusted Property, the 704(c) Value of such property, reduced (but not below zero) by all Depreciation with respect to such property charged to the Partners’ Capital Accounts following the contribution of or adjustment with respect to such property; and (ii) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Exhibit B hereof, and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

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“Cash Amount” means an amount of cash per Partnership Unit equal to the Value on the Valuation Date of the REIT Shares Amount.

“Certificate” means the Certificate of Limited Partnership of the Partnership as filed in the office of the Delaware Secretary of State on January 4, 2012, as amended and/or restated from time to time in accordance with the terms hereof and the Act.

“Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company dated January 12, 2012, as amended.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“Common Units” means the Partnership Units other than any series of units of limited partnership interest issued in the future and designated as preferred or otherwise different from the Common Units, including, but not limited to, with respect to the payment of distributions, including distributions upon liquidation.

“Company” means Rouse Properties, Inc., a Delaware corporation.

“Compensation Committee” means the Compensation Committee of the Company, or if no such committee exists, the Board of Directors.

“Consent” means the consent or approval of a proposed action by a Partner given in accordance with Section 14.2 hereof.

“Constituent Person” has the meaning set forth in Section 8.7.G.

“Constructively Own” means ownership under the constructive ownership rules described in Exhibit E.

“Contributed Property” means each property or other asset, in such form as may be permitted by the Act (but excluding cash), contributed or deemed contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Exhibit B hereof, such property shall no longer constitute a Contributed Property for purposes of Exhibit B hereof, but shall be deemed an Adjusted Property for such purposes.

“Conversion Date” has the meaning set forth in Section 8.7.B.

“Conversion Factor” means 1.0, subject to adjustment as follows: (i) in case the Company shall (A) make a distribution on the outstanding REIT Shares in REIT Shares, (B) subdivide or reclassify the outstanding REIT Shares into a greater number of REIT Shares, or (C) combine or reclassify the outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution or subject to such

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subdivision, combination or reclassification shall be proportionately adjusted so that a holder of Partnership Units shall be entitled to receive, upon exchange thereof, the number of REIT Shares which the holder would have owned at the opening of business on the day following the date fixed for such determination had such Partnership Units been exchanged immediately prior to such determination; (ii) in case the Partnership shall subdivide or reclassify the outstanding Partnership Units into a greater number of Partnership Units, the Conversion Factor in effect at the opening of business on the day following the date fixed for the determination of Partnership Unit holders subject to such subdivision or reclassification shall be proportionately adjusted so that a holder of Partnership Units shall be entitled to receive, upon exchange thereof, the number of REIT Shares which the holder would have owned at the opening of business on the day following the date fixed for such determination had such Partnership Units been exchanged immediately prior to such determination; (iii) in case the Company (A) shall issue rights or warrants to all holders of REIT Shares entitling them to subscribe for or purchase REIT Shares at a price per share less than the daily market price per REIT Share on the date fixed for the determination of shareholders entitled to receive such rights or warrants, (B) shall not issue similar rights or warrants to all holders of Partnership Units entitling them to subscribe for or purchase REIT Shares or Partnership Units at a comparable price (determined, in the case of Partnership Units, by reference to the Conversion Factor), and (C) cannot issue such rights or warrants to a Redeeming Partner as otherwise required by the definition of “REIT Shares Amount” set forth in this Article 1, then the Conversion Factor in effect at the opening of business on the day following the date fixed for such determination shall be increased by multiplying such Conversion Factor by a fraction of which the numerator shall be the number of REIT Shares outstanding at the close of business on the date fixed for such determination plus the number of REIT Shares so offered for subscription or purchase, and of which the denominator shall be the number of REIT Shares outstanding at the close of business on the date fixed for such determination plus the number of REIT Shares which the aggregate offering price of the total number of REIT Shares so offered for subscription would purchase at such daily market price per share, such increase of the Conversion Factor to become effective immediately after the opening of business on the day following the date fixed for such determination; and (iv) in case the Company shall, by distribution or otherwise, distribute to all holders of its REIT Shares, (A) capital shares of any class other than its REIT Shares, (B) evidence of its indebtedness or (C) assets (excluding any rights or warrants referred to in clause (iii) above, any cash distribution lawfully paid under the laws of the state of organization of the Company, and any distribution referred to in clause (i) above) and shall not cause a corresponding distribution to be made to all holders of Partnership Units, the Conversion Factor shall be adjusted so that the same shall equal the ratio determined by multiplying the Conversion Factor in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction of which the numerator shall be the daily market price per REIT Share on the date fixed for such determination, and of which the denominator shall be such daily market price per REIT Share less the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board resolution certified by the Secretary of the Company and delivered to the holders of the Partnership Units) of the portion of the capital shares or evidences of indebtedness or assets so distributed applicable to one REIT Share, such adjustment to become effective immediately prior to the opening of

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business on the day following the date fixed for the determination of shareholders entitled to receive such distribution.

“Conversion Notice” has the meaning set forth in Section 8.7.B.

“Conversion Right” has the meaning set forth in Section 8.7.B.

“Covered Person” has the meaning set forth in Section 7.8.A.

“Debt” means, as to any Person, as of any date of determination, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person, (iii) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof, and (iv) obligations of such Person incurred in connection with entering into a lease which, in accordance with GAAP, should be capitalized.

“Depreciation” means, for each taxable year, an amount equal to the federal income tax depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.

“Distribution Payment Date” means the dates upon which the General Partner makes distributions in accordance with Section 5.1 of this Agreement.

“Economic Capital Account Balances” has the meaning set forth in Section 6.1.C.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or Title of ERISA shall be deemed to include a reference to any corresponding provision of future law.

“Event of Bankruptcy” has the meaning set forth in Section 13.1.G.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“final adjustment” has the meaning set forth in Section 10.3.B.

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“Forced Conversion” has the meaning set forth in Section 8.7.C.

“Forced Conversion Notice” has the meaning set forth in Section 8.7.D.

“Funding Debt” means any Debt incurred by or on behalf of the General Partner for the purpose of providing funds to the Partnership.

“GAAP” means U.S. generally accepted accounting principles.

“General Partner” means Rouse GP, LLC, a wholly-owned subsidiary of the Company, or any Person who becomes an additional or a successor general partner of the Partnership.

“General Partner Interest” means a Partnership Interest held by the General Partner, in its capacity as general partner of the Partnership. A General Partner Interest may be (but is not required to be) expressed as a number of Partnership Units.

“IRS” means the Internal Revenue Service, which administers the internal revenue laws of the United States.

“Incapacity” or “Incapacitated” means, (i) as to any individual Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating him incompetent to manage his Person or his estate; (ii) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; (iii) as to any partnership or limited liability company which is a Partner, the dissolution and commencement of winding up of the partnership; (iv) as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the bankruptcy of such Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect; (b) the Partner is adjudged as bankrupt or insolvent, or a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner; (c) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors; (d) the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (b) above; (e) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner’s properties; (f) any proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof; (g) the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment; or (h) an appointment referred to in clause (g) which has been stayed is not vacated within ninety (90) days after the expiration of any such stay.

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“Indemnitee” means (i) any Person made a party to a proceeding by reason of (A) his or its status as the General Partner, or as a trustee, director, officer, shareholder, partner, member, employee, representative or agent of the General Partner or as an officer, employee, representative or agent of the Partnership, or (B) his or its liabilities, pursuant to a loan guarantee or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken assets subject to); and (ii) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“Limited Partner” means the Company and any other Person named as a limited partner of the Partnership in Exhibit A attached hereto, as such Exhibit may be amended from time to time, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a limited partner of the Partnership. For purposes of this Agreement and the Act, the Limited Partners shall constitute a single class or group of limited partners.

“Limited Partner Interest” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be (but is not required to be) expressed as a number of Partnership Units.

“Liquidating Event” has the meaning set forth in Section 13.1.

“Liquidator” has the meaning set forth in Section 13.2.

“LTIP Unit” means a Partnership Unit which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Section 4.2.C hereof and in the Plan in respect of LTIP Unitholders. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A, as may be amended from time to time.

“LTIP Unit Agreement” means each or any, as the context implies, LTIP Unit Agreement entered into by an LTIP Unitholder upon acceptance of an award of LTIP Units under the Plan (as such agreement may be amended, modified or supplemented from time to time).

“LTIP Unitholder” means a Partner that holds LTIP Units.

“Net Income” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain for such taxable period over the Partnership’s items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with federal income tax accounting principles, subject to the specific adjustments provided for in Section 1.B of Exhibit B.

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“Net Loss” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with federal income tax accounting principles, subject to the specific adjustments provided for in Section 1.B of Exhibit B.

“New Securities” has the meaning set forth in Section 4.2.B hereof.

“Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704‑2(b)(1), and the amount of Nonrecourse Deductions for a Partnership taxable year shall be determined in accordance with the rules of Regulations Section 1.704‑2(c).

“Nonrecourse Liability” has the meaning set forth in Regulations Section 1.752‑1(a)(2).

“Notice of Redemption” means the Notice of Redemption substantially in the form of Exhibit D to this Agreement.

“Partner” means a General Partner or a Limited Partner, and “Partners” means the General Partner and the Limited Partners collectively.

“Partner Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704‑2(i)(3).

“Partner Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704‑2(b)(4).

“Partner Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704‑2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership taxable year shall be determined in accordance with the rules of Regulations Section 1.704‑2(i)(2).

“Partnership” means the limited partnership heretofore formed and continued under the Act and pursuant to this Agreement, and any successor thereto.

“Partnership Interest” means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be (but is not required to be) expressed as a number of Partnership Units.

“Partnership Minimum Gain” has the meaning set forth in Regulations Section 1.704‑2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in a Partnership Minimum Gain, for a Partnership taxable year shall be determined in accordance with the rules of Regulations Section 1.704‑2(d).

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“Partnership Record Date” means the record date established by the General Partner for the distribution of Available Cash pursuant to Section 5.1 hereof, which record date shall be the same as the record date established by the Company for a distribution to its shareholders of some or all of its portion of such distribution.

“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Sections 4.1, 4.2 and 4.3. The number of Partnership Units outstanding and the Percentage Interest in the Partnership represented by such Units are set forth in Exhibit A attached hereto, as such Exhibit may be amended from time to time. The ownership of Partnership Units shall be evidenced by such form of certificate for units as the General Partner adopts from time to time unless the General Partner determines that the Partnership Units shall be uncertificated securities.

“Partnership Unit Economic Balance” has the meaning set forth in Section 6.1.C.

“Partnership Year” means the fiscal year of the Partnership, which shall be the calendar year.

“Percentage Interest” means, as to a Partner, its interest in the Partnership as determined by dividing the Partnership Units owned by such Partner by the total number of Partnership Units then outstanding and as specified in Exhibit A attached hereto, as such Exhibit may be amended from time to time.

“Person” means an individual or a real estate investment trust, corporation, partnership, limited liability company, trust, unincorporated organization, association or other entity.

“Plan” means the Rouse Properties, Inc. 2012 Equity Incentive Plan and Management Incentive Plan, as each such plan may be amended from time to time, or any similar plans as may be adopted by the Company from time to time.

“Prior Agreement” has the meaning set forth in the recitals hereto.

“Qualified REIT Subsidiary” means a qualified REIT subsidiary of the Company within the meaning of Code Section 856(i)(2).

“Recapture Income” means any gain recognized by the Partnership upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

“Redeeming Partner” has the meaning set forth in Section 8.6.A hereof.

“Redemption Right” shall have the meaning set forth in Section 8.6.A hereof.

“Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

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“REIT” means a real estate investment trust under Section 856 of the Code.

“REIT Share” means a share of common stock, par value $0.01 per share, of the Company.

“REIT Shares Amount” means a number of REIT Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner, multiplied by the Conversion Factor; provided, that in the event the Company issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the Company can issue such rights to the Redeeming Partner, then the REIT Shares Amount shall also include such rights that a holder of that number of REIT Shares would be entitled to receive.

“REIT Share Offering” means a primary offering by the Company of its REIT Shares.

“Residual Gain” or “Residual Loss” means any item of gain or loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of Contributed Property or Adjusted Property, to the extent such item of gain or loss is not allocated pursuant to Section 2.B.(1)(a) or 2.B.(2)(a) of Exhibit C to eliminate Book‑Tax Disparities.

“Securities Act” means the Securities Act of 1933, as amended.

“Specified Redemption Date” means the tenth (10th) Business Day after receipt by the Partnership of a Notice of Redemption; provided, that if the Company combines its outstanding REIT Shares, no Specified Redemption Date shall occur after the record date of such combination of REIT Shares and prior to the effective date of such combination.

“Subsidiary” means, with respect to any Person, any real estate investment trust, corporation, partnership, limited liability company or other entity of which a majority of (i) the voting power of the voting equity securities; or (ii) the outstanding equity interests, is owned, directly or indirectly, by such Person.

“Substituted Limited Partner” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

“Tenant” means any tenant from which the Company derives rent either directly or indirectly through partnerships or limited liability companies, including the Partnership.

“Terminating Capital Transaction” means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

“Transaction” has the meaning set forth in Section 8.7.G.

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“Trading Days” means days on which the primary trading market for REIT Shares, if any, is open for trading.

“Unrealized Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the fair market value of such property (as determined under Exhibit B hereof) as of such date; over (ii) the Carrying Value of such property (prior to any adjustment to be made pursuant to Exhibit B hereof) as of such date.

“Unrealized Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the Carrying Value of such property (prior to any adjustment to be made pursuant to Exhibit B hereof) as of such date; over (ii) the fair market value of such property (as determined under Exhibit B hereof) as of such date.

“Unvested LTIP Units” has the meaning set forth in Section 4.2.C.

“Valuation Date” means the date of receipt by the General Partner of a Notice of Redemption or, if such date is not a Business Day, the first Business Day thereafter.

“Value” means, with respect to a REIT Share, the average of the daily market price for the ten (10) consecutive Trading Days immediately preceding the Valuation Date. The daily market price for each such Trading Day shall be: (i) if the REIT Shares are listed or admitted to trading on any national securities exchange or the NASDAQ National Market, the closing price on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day; (ii) if the REIT Shares are not listed or admitted to trading on any national securities exchange or the NASDAQ National Market, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not listed or admitted to trading on any national securities exchange or the NASDAQ National Market and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided, that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the Value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the Value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

“Vested LTIP Units” has the meaning set forth in Section 4.2.C.

ARTICLE 2.ORGANIZATIONAL MATTERS

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Section 2.1.Continuation

The Partners hereby continue the Partnership as a limited partnership under and pursuant to the Act. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

Section 2.2.Name

The name of the Partnership heretofore formed and continued hereby shall be Rouse Properties, LP. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

Section 2.3.Registered Office and Agent; Principal Office

The address of the registered office of the Partnership in the State of Delaware and the name and address of the registered agent for service of process on the Partnership in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Newcastle County, Delaware, 19808. The principal office of the Partnership shall be c/o Rouse Properties, Inc., 1114 Avenue of the Americas, Suite 2800, New York, NY 10110, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

Section 2.4.Power of Attorney

A.Each Limited Partner and each Assignee hereby constitutes and appoints the General Partner, any Liquidator, and authorized officers and attorneys‑in‑fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney‑in‑fact, with full power and authority in its name, place and stead to:

(1)execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (a) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property; (b) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (c) all conveyances and other instruments

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or documents that the General Partner or the Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article 11, 12 or 13 hereof or the Capital Contribution of any Partner; and (e) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Partnership Interest; and

(2)execute, swear to, seal, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement.

Nothing contained herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article 14 hereof or as may be otherwise expressly provided for in this Agreement.

B.The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership Units and shall extend to such Limited Partner’s or Assignee’s heirs, successors, assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or any Liquidator, acting in good faith pursuant to such power of attorney, and each such Limited Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Section 2.5.Term

The term of the Partnership commenced on the date that the Certificate was filed with the Secretary of State of the State of Delaware and shall continue until December 31, 2110, unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 or as otherwise provided by law.

Section 2.6.Admission of Limited Partners

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On the date hereof, and upon the execution of this Agreement or a counterpart of this Agreement, each of the Persons identified as a limited partner of the Partnership on Exhibit A to this Agreement (other than the Company which has already been admitted as a limited partner of the Partnership) is hereby admitted to the Partnership as a limited partner of the Partnership.

ARTICLE 3.PURPOSE

Section 3.1.Purpose and Business

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership formed pursuant to the Act; provided, however, that such business shall be limited to and conducted in such a manner as to permit the Company at all times to qualify as a REIT, unless the Company ceases to qualify as a REIT for reasons other than the conduct of the business of the Partnership or voluntarily revokes its election to be a REIT; (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or to own interests in any entity engaged in any of the foregoing; and (iii) to do anything necessary, convenient or incidental to the foregoing. In connection with the foregoing, and without limiting the Company’s right, in its sole discretion, to cease qualifying as a REIT, the Partners acknowledge that the Company’s current status as a REIT inures to the benefit of all of the Partners and not solely to the General Partner, the Company or their Affiliates.

Section 3.2.Powers

The Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Partnership by the General Partner pursuant to this Agreement; provided, however, that the Partnership shall not take, or refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion, (i) could adversely affect the ability of the Company to qualify and to continue to qualify as a REIT; (ii) could subject the Company to any additional taxes under Code Section 857 or Code Section 4981 or any other related or successor provision of the Code; or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over the Company, its securities or the Partnership, unless such action (or inaction) under clause (i), clause (ii) or clause (iii) above shall have been specifically consented to by the Company in writing.

Section 3.3.Representations and Warranties by the Parties

A.     Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a

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default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

B.     Each Partner that is not an individual represents and warrants to each other Partner that (i) its execution and delivery of this Agreement and all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including without limitation, that of its general partner(s), committee(s), trustee(s), beneficiaries, director(s) and/or shareholder(s), as the case may be, as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its certificate of limited partnership, partnership agreement, trust agreement, limited liability company operating agreement, declaration of trust, charter or bylaws, as the case may be, any agreement by which such Partner or any of such Partner’s properties or any of its partners, beneficiaries, trustees or shareholders, as the case may be, is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, trustees, beneficiaries or shareholders, as the case may be, is or are subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

C.     Each Partner further represents, warrants, covenants and agrees as follows:

(1)    Except as provided in Exhibit H hereto, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not and will not, without the prior written consent of the General Partner, actually own or Constructively Own (a) with respect to any Tenant that is a corporation, any stock of such Tenant, and (b) with respect to any Tenant that is not a corporation, any interest in either the assets or net profits of such Tenant.

(2)    Upon request of the General Partner, it will promptly disclose to the General Partner the amount of REIT Shares or other capital shares of the Company that it actually owns or Constructively Owns.

Each Partner understands that if, for any reason, (a) the representations, warranties or agreements set forth above are violated, or (b) the Partnership’s actual or Constructive Ownership of REIT Shares or other capital shares of the Company violates the limitations set forth in the Certificate of Incorporation, then (x) some or all of the Redemption Rights of the Partners may become non-exercisable, and (y) some or all of the REIT Shares owned by the Partners may be automatically transferred to a trust for the benefit of a charitable beneficiary, as provided in the Certificate of Incorporation.

(3)    Without the consent of the General Partner, which may be given or withheld in its sole discretion, no Partner shall take any action that would cause the Partnership at any time to have more than 100 partners (including as partners those Persons indirectly owning an interest in the Partnership through a partnership, limited liability company, S

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corporation or grantor trust (such entity, a “flow through entity”), but only if substantially all of the value of such person’s interest in the flow through entity is attributable to the flow through entity’s interest (direct or indirect) in the Partnership).

D.     The representations and warranties contained in this Section 3.3 shall survive the execution and delivery of this Agreement by each Partner and the dissolution and winding up of the Partnership.

E.     Each Partner hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or the Company have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, which may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

Section 3.4.Not Publicly Traded

The General Partner, on behalf of the Partnership, shall use its best efforts not to take any action which would result in the Partnership being a publicly traded partnership within the meaning of either Code Section 469(k)(2) or 7704(b). Subject to this Section 3.4, it is expressly acknowledged and agreed by the Partners that the General Partner may, in its sole and absolute discretion, waive or otherwise modify the application with respect to any Partner(s) or Assignee(s) of any provision herein restricting, prohibiting or otherwise relating to (i) the transfer of a Limited Partner Interest or the Partnership Units evidencing the same, (ii) the admission of any Limited Partners and (iii) the Redemption Rights of such Partners, and that such waivers or modifications may be made by the General Partner at any time or from time to time, including, without limitation, concurrently with the issuance of any Partnership Units pursuant to the terms of this Agreement.

ARTICLE 4.CAPITAL CONTRIBUTIONS

Section 4.1.Capital Contributions of the Partners

At the time of their respective execution of this Agreement, the Partners shall make or shall have made Capital Contributions as set forth in Exhibit A to this Agreement. The Partners shall own Partnership Units of the class or series and in the amounts set forth in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, additional Capital Contributions, the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar events having an effect on any Partner’s Percentage Interest. Except as provided in Sections 4.2, 4.3 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or loans to the Partnership.

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Section 4.2.Issuances of Additional Partnership Interests

C.The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner (including the General Partner and the Company) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units (including, without limitation, Common Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the Company unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other securities by the Company, which securities have designations, preferences and other rights such that the economic interests attributable to such securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection with such issuance, (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

D.In accordance with, and subject to the terms of Section 4.3 hereof, the Company shall not issue any REIT Shares (other than REIT Shares issued pursuant to Section 8.6) or other securities, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares or other securities of the Company (or any Debt issued by the Company that provides any of the foregoing rights) (collectively, “New Securities”) other than to all holders of REIT Shares unless (i) the General Partner shall cause the Partnership to issue to the Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the REIT Shares or other securities or New Securities; and (ii) the Company contributes to the Partnership the proceeds, if any, from the issuance of such REIT Shares, other securities or New Securities and, if applicable, from the exercise of rights contained in such New Securities. Without limiting the foregoing, the Company is expressly authorized to issue REIT Shares, other securities or New Securities for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the Company corresponding Partnership Interests, so long as (x)

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the General Partner concludes in good faith that such issuance is in the interests of the Company and the Partnership (for example, and not by way of limitation, the issuance of REIT Shares and corresponding Partnership Units in connection with an issuance of REIT Shares under the Plan or pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, or in order to comply with the REIT share ownership requirements set forth in Section 856(a)(5) of the Code); and (y) the Company contributes all proceeds from such issuance and exercise to the Partnership.

E.The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section 4.2.C and the special provisions of Sections 6.1.C, 8.7 and 8.8, LTIP Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as Partnership Unitholders and LTIP Units shall be treated as Partnership Units. In particular, except as otherwise specifically provided in this Agreement, the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Partnership Units for conversion, distribution and other purposes, including without limitation complying with the following procedures:        (i)     If an Adjustment Event occurs, the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Partnership Units and LTIP Units. If the Partnership takes an action affecting the Partnership Units other than actions specifically defined herein as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, (i) the Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and         (ii)     The LTIP Unitholders shall, in respect of each Distribution Payment Date, when, as and if authorized and declared by the General Partner out of assets legally available for that purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions per Partnership Unit paid to holders of record on the same record date established by the General Partner with respect to such Distribution Payment Date; provided, however, that no distributions shall be made in respect of any LTIP Unit that would cause the Economic Capital Account of the holder of such LTIP Unit to have a negative balance that is greater than

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the negative balance of the Economic Capital Account of each Partnership Unit generally. During any distribution period, so long as any LTIP Units are outstanding, no distributions (whether in cash or in kind) shall be authorized, declared or paid on Partnership Units, unless equal distributions have been or contemporaneously are authorized, declared and paid on the LTIP Units for such distribution period, except in the circumstances described in the proviso to the preceding sentence. Except to the extent required by the aforementioned proviso, the LTIP Units shall rank pari passu with the Partnership Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units or Partnership Interests which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Partnership Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the entitlement of the LTIP Units to such distribution. Subject to the terms of any LTIP Unit Agreement, an LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Partnership Units are entitled to transfer their Partnership Units pursuant to Article 11.

LTIP Units shall be subject to the following special provisions:

(i)LTIP Unit Agreements. LTIP Units may, in the sole discretion of the Compensation Committee of the Company, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of an LTIP Unit Agreement. The terms of any LTIP Unit Agreement may be modified by the Compensation Committee of the Company, from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant LTIP Unit Agreement or by the Plan, if applicable. LTIP Units that have become vested under the terms of an LTIP Unit Agreement are referred to herein as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”

(ii)Forfeiture. Unless otherwise specified in the applicable LTIP Unit Agreement, upon the occurrence of any event specified in an LTIP Unit Agreement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, if the Partnership or the General Partner exercises such right to repurchase or forfeiture in accordance with the applicable LTIP Unit Agreement, then the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the applicable LTIP Unit Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the effective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the LTIP Unitholder that is attributable to all of his or her LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 6.1.C, calculated with respect to the LTIP Unitholder’s remaining LTIP Units, if any.

(iii)Allocations. LTIP Unitholders shall receive certain special allocations of gain under Section 6.1.C.

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(iv)Redemption. The Redemption Right provided to Limited Partners under Section 8.6 shall not apply with respect to LTIP Units unless and until they are converted to Partnership Units as provided in clause (vi) below and Section 8.7.

(v)Legend. Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on transfer, including without limitation any LTIP Unit Agreement, apply to the LTIP Unit.

(vi)Conversion to Partnership Units. Vested LTIP Units are eligible to be converted into Partnership Units under Section 8.7.

(vii)Voting. LTIP Units shall have the voting rights provided in Section 8.8.

Section 4.3.Contribution of Proceeds of Issuance of Securities by the Company

In connection with any REIT Share Offering and any other issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the Company shall contribute to the Partnership any proceeds (or a portion thereof) raised in connection with such issuance in exchange for Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the REIT Shares or other securities or New Securities contributed to the Partnership; provided, that, in each case, if the proceeds actually received by the Company are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Company shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the net proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Company (which discount and expense shall be treated as an expense for the benefit of the Partnership in accordance with Section 7.4). In the case of employee purchases of New Securities at a discount from fair market value, the amount of such discount representing compensation to the employee, as determined by the General Partner, shall be treated as an expense of the issuance of such New Securities.

Section 4.4.Additional Funds

A.The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds (“Additional Funds”) for the acquisition of additional assets, for the redemption of Partnership Units or for such other purposes as the General Partner may determine in its sole and absolute discretion. Additional Funds may be obtained by the Partnership, at the election of the General Partner, in any manner provided in, and in accordance with, the terms of this Section 4.4 without the approval of any Limited Partners.

B.The General Partner, on behalf of the Partnership, may obtain any Additional Funds by accepting Capital Contributions from any Partners or other Persons. In connection with any such Capital Contribution, the General Partner is hereby authorized to cause the Partnership from time to time to issue additional Partnership Units (as set forth in Section 4.2

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above) in consideration therefor, and the Percentage Interests of the Partners shall be adjusted to reflect the issuance of such additional Partnership Units.

C.The General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to any Person upon such terms as the General Partner determines appropriate, including making such Debt convertible, redeemable or exchangeable for Partnership Units; provided, however, that the Partnership shall not incur any such Debt if (i) a breach, violation or default of such indebtedness would be deemed to occur by virtue of the transfer of any Partnership Interest, or (ii) such Debt is recourse to any Partner (unless the Partner otherwise agrees).

D.The General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt with the Company if (i) such Debt is, to the extent permitted by law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights) as Funding Debt incurred by the General Partner, the net proceeds of which are loaned to the Partnership to provide such Additional Funds, or (ii) such Debt is on terms and conditions no less favorable to the Partnership than would be available to the Partnership from any third party; provided, however, that the Partnership shall not incur any such Debt if (a) a breach, violation or default of such Debt would be deemed to occur by virtue of the transfer of any Partnership Interest, or (b) such Debt is recourse to any Partner (unless the Partner otherwise agrees).

Section 4.5.Preemptive Rights

No Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership; or (ii) the issuance or sale of any Partnership Units or other Partnership Interests.

ARTICLE 5.DISTRIBUTIONS

Section 5.1.Requirement and Characterization ofDistributions

The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority:

F.First, to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this

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subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B.

G.Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made.

The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided, that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.

Section 5.2.Amounts Withheld

All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 10.5 hereof with respect to any allocation, payment or distribution to the Partners or Assignees shall be treated as amounts distributed to the Partners or Assignees pursuant to Section 5.1 for all purposes under this Agreement.

Section 5.3.Distributions Upon Liquidation

Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

Section 5.4.Restricted Distributions

Notwithstanding any provision to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not make a distribution to any Partner on account of its interest in the Partnership if such distribution would violate Section 17-607 of the Act or other applicable law.

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ARTICLE 6.ALLOCATIONS

Section 6.1.Allocations For Capital Account Purposes

For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

A.After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.

B.After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in accordance with their respective Percentage Interests. In no event shall Net Losses be allocated to a Limited Partner to the extent such allocation would result in such partner having an Adjusted Capital Account Deficit (per Unit) at the end of any taxable year in excess of the Adjusted Capital Account Deficit (per Unit) of any other Limited Partner. All such Net Losses shall be allocated to the other Partners; provided, however, that appropriate adjustments shall be made to the allocation of future Net Income in order to offset such specially allocated Net Losses hereunder.

C.Notwithstanding the provisions of Section 6.1.A above, any net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the aggregate Economic Capital Account Balances of such LTIP Unitholders, to the extent attributable to their ownership of LTIP Units, are equal to the product of (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of such LTIP Unitholders’ LTIP Units.

For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account balance of the Company, plus the amount of the Company’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the Company’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.1.C, divided by (ii) the number of the Company’s Partnership Units. Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.1.C. The parties agree that the intent of this Section 6.1.C is to make the Capital Account balances of the LTIP Unitholders with respect to each of their LTIP Units economically equivalent to the Capital Account balance

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of the Company with respect to each of its Partnership Units if the Carrying Value of the Partnership’s property has been adjusted in accordance with Exhibit B in a corresponding amount.

ARTICLE 7.MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1.Management

E.Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 hereof, shall have full power and authority to do all things deemed necessary, desirable or convenient by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation:

(1)the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company (so long as the Company desires to maintain its qualification as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders in amounts sufficient to permit the Company to maintain its REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidence of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership;

(2)the making of tax, regulatory and other filings or elections, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(3)the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another entity (all of the foregoing subject to any prior approval only to the extent required by Section 7.3 hereof);

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(4)the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms that it sees fit, including, without limitation, the financing of the conduct of the operations of the Partnership, the Company or any of the Partnership’s or the Company’s Subsidiaries, the lending of funds to other Persons (including, without limitation, the Subsidiaries of the Partnership and/or the Company) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment, and the making of capital contributions to its Subsidiaries;

(5)the management, operation, leasing, landscaping, repair, alteration, demolition, disposition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership;

(6)the negotiation, execution, delivery and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary or convenient to the conduct of the Partnership’s operations or the implementation of the General Partner’s powers under this Agreement, including, without limitation, contracting with consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership’s assets;

(7)the distribution of Partnership cash or other Partnership assets in accordance with this Agreement;

(8)holding, managing, investing and reinvesting cash and other assets of the Partnership;

(9)the collection and receipt of revenues and income of the Partnership;

(10)the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including, without limitation, employees who may be designated as officers with titles such as “president,” “vice president,” “secretary” and “treasurer” of the Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or hiring;

(11)the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate;

(12)the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, limited liability companies, real estate investment trusts, corporations, entities that are treated as REITs, “taxable REIT subsidiaries” or as foreign corporations for federal income tax purposes, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property or the making of loans to, its or the Company’s Subsidiaries and any other Person in which it has an equity investment from

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time to time or the incurrence of indebtedness on behalf of such Persons or the guarantee of obligations of such Persons and the making of any tax, regulatory or other filing or election with respect to any of the foregoing Persons); provided, that as long as the Company has determined to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the Company to fail to qualify as a REIT;

(13)the control of any matters affecting the rights and obligations of the Partnership, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurrence of legal expense, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(14)the undertaking of any action in connection with the Partnership’s direct or indirect investment in any Subsidiary or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons);

(15)the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner may adopt;

(16)the enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner’s contribution of property or assets to the Partnership;

(17)the exercise, directly or indirectly, through any attorney‑in‑fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership;

(18)the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person;

(19)the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or other arrangements with such Person;

(20)the making, execution, delivery and performance of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary, appropriate or convenient, in the judgment of the General Partner,

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for the accomplishment of any of the powers of the General Partner enumerated in this Agreement;

(21)the issuance of additional Partnership Units and other partnership interests, as appropriate, in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 hereof; and

(22)the taking of any action necessary or appropriate to enable the Company to qualify as a REIT.

F.Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above‑mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in Section 7.3), the Act or any applicable law, rule or regulation, to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity.

G.At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at any and all times working capital accounts and other cash or similar balances in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

H.In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner of any action taken by it. The General Partner and the Partnership shall not be liable to a Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement and in accordance with the terms of Section 7.3.

Section 7.2.Certificate of Limited Partnership

The General Partner has filed the Certificate with the Secretary of State of the State of Delaware as required by the Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and any other state, or the District of Columbia, in which the Partnership may elect to do business or own property. To the extent that such action is determined by the General Partner to be reasonable and necessary or appropriate or convenient, the General Partner shall file amendments to and restatements of the Certificate and do all of the things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, or the District of Columbia, in which the

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Partnership may elect to do business or own property. Subject to the terms of Section 8.5.A(4) hereof, the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto or restatement thereof to any Limited Partner.

Section 7.3.Restrictions on General Partner Authority

The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of Limited Partners holding a majority of the Percentage Interests of the Limited Partners, or such other percentage of the Limited Partners as may be specifically provided for under a provision of this Agreement.

Section 7.4.Reimbursement of the General Partner and the Company

A.Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

B.The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that each incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner and its Affiliates shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General Partner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership.

C.As set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to any REIT Share Offering and any other issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the proceeds from the issuance of which are contributed to the Partnership.

D.In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered

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expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company).

Section 7.5.Outside Activities of the General Partner

The General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of Partnership Interests and the management of the business of the Partnership, and such activities as are incidental thereto. The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests.

Section 7.6.Contracts with Affiliates

A.The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

B.Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.

C.Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.

D.The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the

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benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership.

E.The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Section 7.7.Indemnification

A.To the fullest extent permitted by Delaware law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership or the Company as set forth in this Agreement, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, except to the extent such Indemnitee acted in bad faith, or with gross negligence or willful misconduct. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise for any indebtedness of the Partnership or any Subsidiary of the Partnership (including without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or otherwise provide funds, to enable the Partnership to fund its obligations under this Section 7.7.

B.Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding, upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in Section 7.7.A.

C.The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnities are indemnified.

D.The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnities and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by

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such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

E.For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 7.7; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

F.In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

G.An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

H.The provisions of this Section 7.7 are for the benefit of the Indemnities, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the Partnership’s liability to any Indemnitee under this Section 7.7, as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.8.Liability of the General Partner

A.Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner, its Affiliates, or any of their respective officers, trustees, directors, shareholders, partners, members, employees, representatives or agents or any officer, employee, representative or agent of the Partnership and its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the Covered Person’s conduct did not constitute bad faith, gross negligence or willful misconduct.

B.The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership and the shareholders of the Company collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (except as otherwise provided herein) in deciding whether to cause the Partnership to take (or decline to

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take) any actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions; provided, that the General Partner has acted in good faith.

C.Subject to its obligations and duties as General Partner set forth in Section 7.1.A hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its employees and agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such employee or agent appointed by the General Partner in good faith.

D.Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Covered Person’s liability to the Partnership and the Limited Partners under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

E.To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, any Covered Person acting under this Agreement or otherwise shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of such Covered Person.

F.Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” or under a similar grant of authority or latitude, the General Partner shall be entitled to consider such interests and factors as it desires and may consider its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or by law or any other agreement contemplated herein.

Section 7.9.Other Matters Concerning the General Partner

A.The General Partner may rely and shall be protected in acting, or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

B.The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the General Partner reasonably

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believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

C.The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and duly appointed attorneys‑in‑fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty which is permitted or required to be done by the General Partner hereunder.

D.Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Company to continue to qualify as a REIT; or (ii) to avoid the Company incurring any taxes under Section 337(d), 857, 1374 or 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

Section 7.10.Title to Partnership Assets

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine in its sole and absolute discretion, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

Section 7.11.Reliance by Third Parties

Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that

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the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

ARTICLE 8.RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 8.1.Limitation of Liability

The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement, including Section 10.5 hereof, or under the Act.

Section 8.2.Management of Business

No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, trustee, director, member, employee or agent of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer, trustee, director, member, employee or agent of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

Section 8.3.Outside Activities of Limited Partners

Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the Partnership or any of its Subsidiaries, any Limited Partner (other than the Company) and any officer, trustee, director, member, employee, agent, trustee, Affiliate or shareholder of any Limited Partner (other than the Company) shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. None of the Limited Partners (other than the Company) nor any other Person shall have any rights by virtue of this Agreement or the Partnership relationship established hereby in any business ventures of any other Person and such Person shall have no obligation pursuant to this Agreement to offer any

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interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

Section 8.4.Return of Capital

Except pursuant to the right of redemption set forth in Section 8.6, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. Except to the extent provided by Exhibit C hereof or as otherwise expressly provided in this Agreement, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

Section 8.5.Rights of Limited Partners Relating to thePartnership

F.In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense (including such copying and administrative charges as the General Partner may establish from time to time):

(1)to obtain a copy of the most recent annual and quarterly reports prepared by the Company and distributed to its shareholders, including, annual and quarterly reports filed with the Securities and Exchange Commission by the Company pursuant to the Exchange Act;

(2)to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year;

(3)to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(4)to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and

(5)to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner.

G.The Partnership shall notify each Limited Partner, upon request, of the then current Conversion Factor.

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H.Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership is required by law or by agreements with an unaffiliated third party to keep confidential.

Section 8.6.Redemption Right

I.Subject to Sections 8.6.B and 8.6.C hereof and on or after such date, if any, as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each Limited Partner (other than the Company) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the Company) by the Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6.B. A Limited Partner may not exercise the Redemption Right for less than one thousand (1,000) Partnership Units at any one time or, if such Limited Partner holds less than one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6.A shall be cancelled upon such redemption.

J.Notwithstanding the provisions of Section 8.6.A, a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected by the Company (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Company shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Company shall elect to exercise its right to purchase Partnership Units under this Section 8.6.B with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five (5) Business Days after the receipt by it of such Notice of Redemption. Unless the Company

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(in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Redeeming Partner pursuant to this Section 8.6.B, the Company shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the Company shall treat the transaction between the Company and the Redeeming Partner, for federal income tax purposes, as a sale of the Redeeming Partner’s Partnership Units to the Company. Each Redeeming Partner agrees to execute such documents as the Company may reasonably require in connection with the issuance of REIT Shares upon exercise of the Redemption Right. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the Company is the continuing corporation) into securities other than REIT Shares, for purposes of this Section 8.6.B, the Company (or its Successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Units could be purchased pursuant to this Section immediately prior to such reclassification.

K.Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6.A to the extent that the delivery of REIT Shares to such Partner on the Specified Redemption Date by the Company pursuant to Section 8.6.B (regardless of whether or not the Company would in fact exercise its rights under Section 8.6.B) would (i) be prohibited, as determined in the sole discretion of the Company, under the Certificate of Incorporation or (ii) cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for purposes of complying with the Securities Act.

Section 8.7.Conversion of LTIP Units

G.An LTIP Unitholder shall have the right (the “Conversion Right”), at his or her option, at any time to convert all or a portion of his or her Vested LTIP Units into Partnership Units; provided, however, that a holder may not exercise the Conversion Right for less than 100 Vested LTIP Units or, if such holder holds less than 100 Vested LTIP Units, all of the Vested LTIP Units held by such holder. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”). LTIP Unitholders shall not have the right to convert Unvested LTIP Units into Partnership Units until they become Vested LTIP Units; provided, however, that when an LTIP Unitholder is notified of the expected occurrence of an event that will cause his or her Unvested LTIP Units to become Vested LTIP Units, such LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by

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the LTIP Unitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Partnership Units. In all cases, the conversion of any LTIP Units into Partnership Units shall be subject to the conditions and procedures set forth in this Section 8.7.

H.Subject to the Capital Account Limitation, a holder of Vested LTIP Units may convert such Units into an equal number of fully paid and non-assessable Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.2.C. In order to exercise his or her Conversion Right, an LTIP Unitholder shall deliver a notice (a “Conversion Notice”) in the form attached as Exhibit F to the Partnership (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Unitholders notice of a proposed or upcoming Transaction at least 30 days prior to the effective date of such Transaction, then LTIP Unitholders shall have the right to deliver a Conversion Notice until the earlier of (x) the 10th day after such notice from the General Partner of a Transaction or (y) the third Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.1. Each LTIP Unitholder covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 8.7.B shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a holder of LTIP Units may deliver a Redemption Notice pursuant to Section 8.6.A hereof relating to those Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Partnership Units by the Partnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put an LTIP Unitholder in a position where, if he or she so wishes, the Partnership Units into which his or her Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that, if the Company elects to assume the Partnership’s redemption obligation with respect to such Partnership Units under Section 8.6.B hereof by delivering to such holder REIT Shares rather than cash, then such holder can have such REIT Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Partnership Units. The General Partner shall cooperate with an LTIP Unitholder to coordinate the timing of the different events described in the foregoing sentence.

I.The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by an LTIP Unitholder to be converted (a “Forced Conversion”) into an equal number of Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.2.C; provided, however, that the Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to Section 8.7.

J.In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced Conversion Notice”) in the form attached as Exhibit G to the applicable LTIP Unitholder not less than 10 nor more than 60 days prior to the Conversion Date specified in such

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Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.1.

K.A conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Partnership Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request, a certificate of the General Partner certifying the number of Partnership Units and remaining LTIP Units, if any, held by such Person immediately after such conversion. The Assignee of any Limited Partner pursuant to Article 11 hereof may exercise the rights of such Limited Partner pursuant to this Section 8.7 and such Limited Partner shall be bound by the exercise of such rights by the Assignee.

L.For purposes of making future allocations under Section 6.1.C and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable to his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Partnership Unit Economic Balance.

M.If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Partnership Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Partnership Units shall be exchanged for or converted into the right, or the holders of such Partnership Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership were sold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Partnership shall use commercially reasonable efforts to cause each LTIP Unitholder to be afforded the right to receive in connection with such Transaction in consideration for the Partnership Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a holder of the same number of Partnership Units, assuming such holder of Partnership Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent

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Person”), or an Affiliate of a Constituent Person. In the event that holders of Partnership Units have the opportunity to elect the form or type of consideration to be received upon consummation of a Transaction, prior to such Transaction the General Partner shall give prompt written notice to each LTIP Unitholder of such election, and shall use commercially reasonable efforts to afford the LTIP Unitholders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Partnership Units in connection with such Transaction. If an LTIP Unitholder fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Partnership Unit would receive if such Partnership Unit holder failed to make such an election. Subject to the rights of the Partnership and the Company under any LTIP Unit Agreement and the Plan, the Partnership shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 8.7.G and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose LTIP Units will not be converted into Partnership Units in connection with the Transaction that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Partnership Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholders.

Section 8.8.Voting Rights of LTIP Units

LTIP Unitholders shall have (a) those voting rights required from time to time by applicable law, if any, (b) the same voting rights as a holder of Partnership Units, with the LTIP Units voting as a single class with the Partnership Units and having one vote per LTIP Unit, and (c) the additional voting rights that are expressly set forth below. So long as any LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to LTIP Units so as to materially and adversely affect any right, privilege or voting power of the LTIP Units or the LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the holders of Partnership Units; but subject, in any event, to the following provisions: (i) with respect to any Transaction, so long as the LTIP Units are treated in accordance with Section 8.7.G hereof, the consummation of such Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such; and (ii) any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional Partnership Units, LTIP Units or Preferred Units, whether ranking senior to, junior to, or on a parity with the LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such. The foregoing voting provisions will not apply if, at or

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prior to the time when the act with respect to which such vote would otherwise be required will be effected, all outstanding LTIP Units shall have been converted into Partnership Units.

ARTICLE 9.BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1.Records and Accounting

The General Partner shall keep or cause to be kept at the principal office of the Partnership those records and documents required to be maintained by the Act and other books and records deemed by the General Partner to be appropriate with respect to the Partnership’s business, including, without limitation, all books and records necessary to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Section 9.3 hereof. Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with GAAP, or such other basis as the General Partner determines to be necessary or appropriate.

Section 9.2.Fiscal Year

The fiscal year of the Partnership shall be the calendar year.

Section 9.3.Reports

A.As soon as practicable, but in no event later than one hundred five (105) days after the close of each Partnership Year, the General Partner shall cause to be mailed to each Limited Partner as of the close of the Partnership Year, an annual report containing financial statements of the Partnership, or of the Company if such statements are prepared solely on a consolidated basis with the Company, for such Partnership Year, presented in accordance with GAAP, such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner.

B.As soon as practicable, but in no event later than one hundred five (105) days after the close of each calendar quarter (except the last calendar quarter of each year), the General Partner shall cause to be mailed to each Limited Partner as of the last day of the calendar quarter, a report containing unaudited financial statements of the Partnership, or of the Company, if such statements are prepared solely on a consolidated basis with the Company, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate.

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C.    The Partnership shall also cause to be prepared such reports and/or information as are necessary for the Company to determine its qualification as a REIT and its compliance with the requirements for REITs pursuant to the Code and Regulations.

ARTICLE 10.TAX MATTERS

Section 10.1.Preparation of Tax Returns

The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

Section 10.2.Tax Elections

Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Notwithstanding the above, in making any such tax election the General Partner may, but shall be under no obligation to, take into account the tax consequences to the Limited Partners resulting from any such election.

The General Partner shall make such tax elections on behalf of the Partnership as the Limited Partners holding a majority of the Percentage Interests of the Limited Partners request; provided, that the General Partner believes that such election is not adverse to the interests of the Company, including its interest in preserving its qualification as a REIT under the Code. The General Partner can elect to use any method permitted by Code Section 704(c) and the Regulations thereunder to take into account any variation between the adjusted basis of any property contributed to the Partnership by any Partner after the date hereof and such property’s initial Carrying Value. The General Partner shall have the right to seek to revoke any tax election it makes (including, without limitation, an election under Section 754 of the Code) upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners.

Section 10.3.Tax Matters Partner

I.The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. Pursuant to Section 6230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address, taxpayer identification number, and profit interest of each of the Limited Partners and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and the Assignees.

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J.The tax matters partner is authorized, but not required:

(1)to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner; or (ii) who is a “notice partner” (as defined in Section 6231(a)(8) of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);

(2)in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “final adjustment”) is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(3)to intervene in any action brought by any other Partner for judicial review of a final adjustment;

(4)to file a request for an administrative adjustment with the IRS and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(5)to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner for tax purposes, or an item affected by such item; and

(6)to take any other action on behalf of the Partners or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner, and the provisions relating to indemnification of the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such.

K.The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing

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herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Section 10.4.[Reserved]

Section 10.5.Withholding

Each Limited Partner hereby authorizes the Partnership to withhold from, or pay on behalf of or with respect to, such Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Section 1441, 1442, 1445, or 1446 of the Code. Any amount paid on behalf of or with respect to a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds such payment from a distribution which would otherwise be made to the Limited Partner, or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner. Any amounts withheld pursuant to the foregoing clause (i) or (ii) shall be treated as having been distributed to such Limited Partner. In the event that a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section 10.5 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner. Without limitation, in such event the General Partner shall have the right to receive distributions that would otherwise be distributable to such defaulting Limited Partner until such time as such loan, together with all interest thereon, has been paid in full, and any such distributions so received by the General Partner shall be treated as having been distributed to the defaulting Limited Partner and immediately paid by the defaulting Limited Partner to the General Partner in repayment of such loan. Any amounts payable by a Limited Partner hereunder shall bear interest at the lesser of (A) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, plus four (4) percentage points, or (B) the maximum lawful rate of interest on such obligation, such interest to accrue from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder. Upon a Limited Partner’s complete withdrawal from the Partnership, such Limited Partner shall be required to restore funds to the Partnership to the extent that the cumulative amount of taxes withheld from or paid on behalf of, or with respect to, such Limited Partner exceeds the sum of such amounts (i) repaid to the Partnership by such Limited Partner, (ii) withheld from distributions to such Limited Partner and (iii) paid by the General Partner on behalf of such Limited Partner.

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ARTICLE 11.TRANSFERS AND WITHDRAWALS

Section 11.1.Transfer

C.The term “transfer,” when used in this Article 11 with respect to a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person or by which a Limited Partner purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. The term “transfer” when used in this Article 11 does not include (i) any redemption of Partnership Interests by the Partnership from a Limited Partner, (ii) any acquisition of Partnership Units from a Limited Partner by the Company pursuant to Section 8.6, or (iii) any distribution of Partnership Units by a Limited Partner to its beneficial owners.

D.No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and void.

E.Notwithstanding the other provisions of this Article 11, the Partnership Interests of the General Partner or the Company may be transferred, in whole or in part, at any time or from time to time, to any Person that is, at the time of such transfer, a Qualified REIT Subsidiary. Any transferee of the entire General Partner Interest pursuant to this Section 11.1.C shall automatically become, without further action or Consent of any Limited Partners, the sole general partner of the Partnership, subject to all the rights, privileges, duties and obligations under this Agreement and the Act relating to a general partner. Upon any transfer permitted by this Section 11.1.C, the transferor Partner shall be relieved of all its obligations under this Agreement. The provisions of Sections 11.2.B, 11.3, 11.4.A and 11.5 hereof shall not apply to any transfer permitted by this Section 11.1.C.

Section 11.2.Transfer of General PartnerInterest and Limited Partner Interest

L.The General Partner may not transfer any of its General Partner Interest or withdraw as General Partner, or transfer any of its Limited Partner Interest, except as provided in Sections 11.1.C, 11.2.B and 11.2.C hereof.

M.Except as set forth in Section 11.1.C or 11.2.C, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its Limited Partner Interest in the Partnership (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) unless Limited Partners holding a majority of the Percentage Interests of the Limited Partners Consent to such transfer or withdrawal. Upon any transfer of the General Partner’s Partnership Interest pursuant to the Consent of the Limited Partners and otherwise in accordance with the provisions of this Section 11.2.B, the transferee shall become a successor General Partner for all purposes herein, and shall be vested with the powers and rights of the

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transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer by the General Partner otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and such transfer shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners. In the event that the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon an Event of Bankruptcy of the General Partner, as described in Section 13.2 hereof, the remaining Partners may agree in writing to continue the business of the Partnership by selecting a successor General Partner in accordance with the Act.

N.The General Partner may merge with another entity if immediately after such merger substantially all of the assets of the surviving entity, other than the General Partner Interest held by the General Partner, are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units.

Section 11.3.Limited Partners’ Rights to Transfer

L.Except as provided in Section 11.3.B, no Limited Partner shall Transfer all or any portion of its Partnership Interest to any transferee without the written consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that the Company may not transfer any portion of its Limited Partnership Interest without the Consent of Partners holding a majority of the Percentage Interests of the Limited Partners; and provided, further, that if a Limited Partner is subject to Incapacity, such Incapacitated Limited Partner may transfer all or any portion of its Partnership Interest;.

M.Notwithstanding any other provision of this Article 11, a Limited Partner may Transfer all or any portion of its Partnership Interest to any of its Affiliates and such transferee shall be admitted as a Substituted Limited Partner, all without obtaining the consent of the General Partner.

N.If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

O.Without limiting the generality of Section 11.3.A hereof, the General Partner may prohibit any transfer by a Limited Partner of its Partnership Interest if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Units.

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P.No transfer by a Limited Partner of its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation or a publicly traded partnership within the meaning of either Code Section 469(k)(2) or 7704(b); (ii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code; (iii) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA or to Section 4975 of the Code, a “party‑in‑interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (iv) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3‑101; (v) such transfer would subject the Partnership to be regulated under the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or the fiduciary responsibility provisions of ERISA; or (vi) such transfer would cause the Partnership to be terminated for federal income tax purposes pursuant to Code Section 708.

Q.No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, in its sole and absolute discretion.

R.The General Partner shall keep a register for the Partnership on which the transfer, pledge or release of Partnership Units shall be shown and pursuant to which entries shall be made to effect all transfers, pledges or releases as required by the applicable sections of Article 8 of the Uniform Commercial Code, as amended, in effect in the States of New York and Delaware; provided, however, that if there is any conflict between such requirements, the provisions of the Delaware Uniform Commercial Code shall govern. The General Partner shall (i) place proper entries in such register clearly showing each transfer and each pledge and grant of security interest and the transfer and assignment pursuant thereto, such entries to be endorsed by the General Partner, and (ii) maintain the register and make the register available for inspection by all of the Partners and their pledgees at all times during the term of this Agreement. Nothing herein shall be deemed a consent to any pledge or transfer otherwise prohibited under this Agreement.

Section 11.4.Substituted Limited Partners

N.No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or its place. The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner. A Person shall be admitted to the Partnership as a Substituted Limited Partner only upon the aforementioned consent of the General Partner and the furnishing to the General Partner of (i) evidence of acceptance in form satisfactory to the General

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Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof and (ii) such other documents of the General Partner in order to effect such Person’s admission as a Substituted Limited Partner. The admission of any Person as a Substituted Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission.

O.A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.

P.Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units and Percentage Interest (as applicable) of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

Section 11.5.Assignees

If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss, deduction and credit of the Partnership attributable to the Partnership Interest assigned to such transferee, but shall not be deemed to be a holder of a Partnership Interest for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interest in any matter presented to the Limited Partners for a vote (such Partnership Interest being deemed to have been voted on such matter in the same proportion as all other Partnership Interest held by Limited Partners are voted). In the event any such transferee desires to make a further assignment of any such Partnership Interest, such transferee shall be subject to all of the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of his or its Partnership Interest.

Section 11.6.General Provisions

A.No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Limited Partner’s Partnership Interest in accordance with this Article 11 or pursuant to redemption of all of its Partnership Units, or the acquisition thereof by the Company, under Section 8.6.

B.Any Limited Partner who shall transfer all of its Partnership Interest in a transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Interest as Substituted Limited Partners. Similarly, any Limited Partner who shall transfer all of its Partnership Units pursuant to a redemption of all of its Partnership Units, or the acquisition thereof by the Company, under Section 8.6 shall cease to be a Limited Partner.

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C.Transfers pursuant to this Article 11 may only be made on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees.

D.If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article 11 or redeemed or transferred pursuant to Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. All distributions of Available Cash attributable to such Partnership Interest with respect to which the Partnership Record Date is before the date of such transfer, assignment, or redemption shall be made to the transferor Partner or the Redeeming Partner, as the case may be, and in the case of a transfer or assignment other than a redemption, all distributions of Available Cash thereafter attributable to such Partnership Interest shall be made to the transferee Partner.

ARTICLE 12.ADMISSION OF PARTNERS

Section 12.1.Admission of Successor General Partner

A successor to all of the General Partner Interest pursuant to Section 11.1.C or 11.2 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to such transfer. Any such transferee shall carry on the business of the Partnership without dissolution. In each case, the admission shall be subject to the successor General Partner executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission. In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6.D hereof.

Section 12.2.Admission of Additional Limited Partners

S.A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner.

T.Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. The

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admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission.

U.If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Partnership Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees, other than such Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all of the Partners and Assignees, including such Additional Limited Partner.

Section 12.3.Amendment of Agreement and Certificate ofLimited Partnership

For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

ARTICLE 13.DISSOLUTION, LIQUIDATION AND TERMINATION

Section 13.1.Dissolution

The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any of the following (“Liquidating Events”):

V.the expiration of its term as provided in Section 2.5 hereof;

W.an event of withdrawal of the General Partner, as defined in the Act, other than an event of bankruptcy as defined in the Act, unless, (i) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (ii) within ninety (90) days after such event of withdrawal not less than a majority of the Percentage Interests of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act), determined, in case the withdrawing General Partner continues as a Limited Partner, by

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both excluding and including Limited Partner Interests continuing to be held by the withdrawing General Partner, agrees in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a successor General Partner;

X.from and after the date of this Agreement through December 31, 2069, an election to dissolve the Partnership made by the General Partner with the Consent of Partners holding a majority of the Percentage Interests of the Limited Partners;

Y.on or after January 1, 2070, an election to dissolve the Partnership made by the General Partner, in its sole and absolute discretion;

Z.entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act;

AA.the sale of all or substantially all of the assets and properties of the Partnership; or

BB.a final and non‑appealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and non‑appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect (hereinafter referred to as an “Event of Bankruptcy,” and such term as used herein is intended and shall be deemed to supersede and replace the events of withdrawal described in Section 17-402(a)(4) and (5) of the Act), unless prior to the entry of such order or judgment all of the remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner.

Section 13.2.Winding Up

Q.Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. The General Partner, or, in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include REIT Shares of the Company) shall be applied and distributed in the following order:

(1)First, in satisfaction of all of the Partnership’s debts and liabilities to creditors other than the Partners (whether by payment or the making of reasonable provision for payment thereof);

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(2)Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner;

(3)Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and

(4)The balance, if any, to the General Partner and Limited Partners in accordance with their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13.

R.Notwithstanding the provisions of Section 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) and/or distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

S.In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be:

(1)distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or

(2)withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, that such withheld or escrowed

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amounts shall be distributed to the General Partner and Limited Partners in the manner and order of priority set forth in Section 13.2.A as soon as practicable.

Section 13.3.Compliance with Timing Requirements ofRegulations

In the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704‑1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704‑l(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

Section 13.4.Deemed Contribution and Distribution

Notwithstanding any other provision of this Article 13, in the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704‑1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have contributed all Partnership property and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Section 13.5.Rights of Limited Partners

Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

Section 13.6.Notice of Dissolution

In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of an election or objection by one or more Partners pursuant to Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners.

Section 13.7.Termination of Partnership and Cancellationof Certificate of Limited Partnership

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Upon the completion of the winding up of the Partnership and liquidation of its assets, as provided in Section 13.2 hereof, the Partnership shall be terminated by filing a certificate of cancellation with the Secretary of State of the State of Delaware, canceling all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware and taking such other actions as may be necessary to terminate the Partnership.

Section 13.8.Reasonable Time for Winding Up

A reasonable time shall be allowed for the orderly winding‑up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 hereof, in order to minimize any losses otherwise attendant upon such winding up, and the provisions of this Agreement shall remain in effect among the Partners during the period of liquidation.

Section 13.9.Waiver of Partition

Each Partner hereby waives any right to partition of the Partnership property.

ARTICLE 14.AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

Section 14.1.Amendment of Partnership Agreement

T.Amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Agreement, a proposed amendment shall be adopted and be effective as an amendment hereto if it is approved by the General Partner and it receives the Consent of Partners holding a majority of the Percentage Interests of the Limited Partners.

U.Notwithstanding Section 14.1.A, the General Partner shall have the power, without the consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(1)to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;

(2)to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement;

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(3)to set forth the designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of Partnership Units or other Partnership Interests issued pursuant to Section 4.2.A hereof;

(4)to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; and

(5)to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law.

The General Partner shall provide notice to the Limited Partners when any action under this Section 14.1.B is taken.

V.Notwithstanding Section 14.1.A and 14.1.B hereof, this Agreement shall not be amended without the Consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner Interest; (ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; (iii) alter rights of such Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Section 14.1.B(3) hereof) in a manner adverse to such Partner; (iv) alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.6, and the related definitions, in a manner adverse to such Partner; (v) cause the termination of the Partnership prior to the time set forth in Section 2.5 or 13.1; or (vi) amend this Section 14.1.C; provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Any amendment consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such Consent by any other Partner.

W.Notwithstanding Section 14.1.A or Section 14.1.B hereof, the General Partner shall not amend Sections 4.2.A, 7.5, 7.6, 11.2 or 14.2 without the Consent of Limited Partners holding a majority of the Percentage Interests of the Limited Partners.

Section 14.2.Meetings of the Partners

E.Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding twenty percent (20%) or more of the Partnership Interests. The request shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Partners is permitted or required under this Agreement, such vote or Consent may

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be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1.A hereof. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners shall control.

F.Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified.

G.Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or his or its attorney‑in‑fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy.

H.Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the shareholders of the Company and may be held at the same time, and as part of, meetings of the shareholders of the Company.

ARTICLE 15.GENERAL PROVISIONS

Section 15.1.Addresses and Notice

Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to such Partner or Assignee at the address set forth in Exhibit A or such other address of which such Partner shall notify the General Partner in writing.

Section 15.2.Titles and Captions

All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the

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scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.

Section 15.3.Pronouns and Plurals

Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 15.4.Further Action

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.5.Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.6.Creditors

Other than as expressly set forth herein with respect to the Indemnitees, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 15.7.Waiver

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Section 15.8.Counterparts

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all of the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing his or its signature hereto.

Section 15.9.Applicable Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflict of laws.

Section 15.10.Invalidity of Provisions

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If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.11.Entire Agreement

This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes the Prior Agreement and any other prior written or oral understandings or agreements among them with respect thereto.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GENERAL PARTNER:
Rouse GP, LLC

By: /s/ John A. Wain
Name: John A. Wain
Title: Chief Financial Officer

LIMITED PARTNER:
Rouse Properties, Inc.

By: /s/ John A. Wain
Name: John A. Wain
Title: Chief Financial Officer

[SIGNATURE PAGE TO AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF ROUSE PROPERTIES, LP]

ACTIVE 58772069v.4

EXHIBIT A

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

(As of October 30, 2014)

Name and Address    of Partner	Cash Contribution	Agreed Value of Contributed Property	Total Contribution	Partnership Units	Percentage Interest
General Partner:
Rouse GP, LLC 1114 Avenue of the Americas Suite 2800 New York, NY 10036					1% general partner
Limited Partners:
Rouse Properties, Inc. 1114 Avenue of the Americas Suite 2800 New York, NY 10036	$[●]	N/A	$[●]	[●]	99% limited partner

+ Subject to change as a result of subsequent contributions by the Company

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EXHIBIT B

CAPITAL ACCOUNT MAINTENANCE

1.Capital Accounts of the Partners

A.The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section 1.704‑l(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to the Agreement; and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1.A of the Agreement and Exhibit C hereof, and decreased by (x) the amount of cash or Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to the Agreement, and (y) all items of Partnership deduction and loss computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1.B of the Agreement and Exhibit C hereof.

B.For purposes of computing the amount of any item of income, gain, deduction or loss (“Net Income” or “Net Loss”) to be reflected in the Partners’ Capital Accounts, unless otherwise specified in the Agreement, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes determined in accordance with Section 703(a) of the Code (for this purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(1)Except as otherwise provided in Regulations Section 1.704‑1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Partnership; provided, that the amounts of any adjustments to the adjusted bases of the assets of the Partnership made pursuant to Section 734 of the Code as a result of the distribution of property by the Partnership to a Partner (to the extent that such adjustments have not previously been reflected in the Partners’ Capital Accounts) shall be reflected in the Capital Accounts of the Partners in the manner and subject to the limitations prescribed in Regulations Section 1.704-1(b)(2)(iv)(m)(4).

(2)The computation of all items of income, gain, and deduction shall be made without regard to the fact that items described in Sections 705(a)(1)(B) or 705(a)(2)(B) of the Code are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes.

(3)Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

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(4)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year.

(5)In the event the Carrying Value of any Partnership Asset is adjusted pursuant to Section 1.D hereof, the amount of any such adjustment shall be taken into account as gain or loss from the disposition of such asset.

(6)Notwithstanding any other provision of this Section 1.B, any items that are specially allocated pursuant to Exhibit C or Section 6.1.C. of the Agreement shall not be taken into account for purposes of computing Net Income or Net Loss.

The amounts of the items of Partnership income, gain, loss or deduction available to be specially allocated pursuant to Exhibit C or Section 6.1.C. of the Agreement shall be determined by applying rules analogous to those set forth in Sections 1.B(1) through 1.B(5) above.

C.Generally, a transferee (including an Assignee) of a Partnership Unit shall succeed to a pro rata portion of the Capital Account of the transferor.

D. •    Consistent with the provisions of Regulations Section 1.704‑1(b)(2)(iv)(f), and as provided in Section 1.D(2), the Carrying Value of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 1.D(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement.

(1)Such adjustments shall be made as of the following times: (a) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) immediately prior to the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; (c) in connection with the grant of an interest (including LTIP Units) in the Partnership (other than a de minimis interest), as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity or by a new partner acting in a partner capacity or in anticipation of being a partner; and (d) immediately prior to the liquidation of the Partnership within the meaning of Regulations Section 1.704‑1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a), (b) and (c) above shall be made only if the General Partner determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership.

(2)In accordance with Regulations Section 1.704‑1(b)(2)(iv)(e), the Carrying Value of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed.

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(3)The Carrying Value of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and Section 1.B(1) hereof or Section 1.F. of Exhibit C; provided, however, that Carrying Values shall not be adjusted pursuant to this Section 1.D(4) to the extent that an adjustment pursuant to Section 1.D(2) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.D(4).    

(4)In determining Unrealized Gain or Unrealized Loss for purposes of this Exhibit B, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article 13 of the Agreement, shall be determined and allocated by the Liquidator using such reasonable method of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

If the Carrying Value of an asset has been determined or adjusted pursuant to Section 1.B(2) or Section 1.B(4), such Carrying Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Net Income and Net Loss.

E.The provisions of the Agreement (including this Exhibit B and other Exhibits to the Agreement) relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704‑l(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items are allocated among the Partners for federal income tax purposes, in order to comply with such Regulations or to comply with Section 704(c) of the Code, the General Partner may make such modification without regard to Article 14 of the Agreement; provided, that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704‑1(b)(2)(iv)(q); and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause the Agreement not to comply with Regulations Section 1.704‑1(b). In addition, the General Partner may adopt and employ such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code; (iii) the determination of Net Income, Net Loss, taxable income, taxable loss and items thereof under the Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the

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valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, as it determines in its sole discretion are necessary or appropriate to execute the provisions of the Agreement, to comply with federal and state tax laws, and are in the best interest of the Partners.

2.No Interest

No interest shall be paid by the Partnership on Capital Contributions or on balances in Partners’ Capital Accounts.

3.No Withdrawal

No Partner shall be entitled to withdraw any part of his or its Capital Contribution or his or its Capital Account or to receive any distribution from the Partnership, except as provided in Articles 4, 5, 7 and 13 of the Agreement.

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EXHIBIT C

SPECIAL ALLOCATION RULES

1.Special Allocation Rules

Notwithstanding any other provision of the Agreement or this Exhibit C, the following special allocations shall be made in the following order:

F.Minimum Gain Chargeback. Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this Exhibit C, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, then, subject to the exceptions set forth in Regulations Sections 1.704-2(f)(2)-(5), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704‑2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704‑2(f)(6). This Section 1.A is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704‑2(f) and shall be interpreted consistently therewith. Solely for purposes of this Section 1.A, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement of Partner Minimum Gain during such Partnership taxable year.

G.Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Exhibit C (except Section 1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704‑2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704‑2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704‑2(i)(4). This Section 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Exhibit with respect to such Partnership taxable year, other than allocations pursuant to Section 1.A hereof.

H.Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704‑1(b)(2)(ii)(d)(4), 1.704‑1(b)(2)(ii)(d)(5), or 1.704‑1(b)(2)(ii)(d)(6), and after giving effect to the allocations

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required under Sections 1.A and 1.B hereof such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership taxable year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 1.C is intended to constitute a qualified income offset under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

I.Nonrecourse Deductions. Nonrecourse Deductions for any Partnership taxable year shall be allocated to the Partners in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the safe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio to the numerically closest ratio for such Partnership taxable year which would satisfy such requirements.

J.Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Partnership taxable year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704‑2(i).

K.Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section 1.704‑1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

L.Curative Allocations. The allocations set forth in Section 1.A through 1.F of this Exhibit C (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations under Section 704(b) of the Code. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to divide Partnership distributions. Accordingly, the General Partner is hereby authorized to divide other allocations of income, gain, deduction and loss among the Partners so as to prevent the Regulatory Allocations from distorting the manner in which Partnership distributions will be divided among the Partners. In general, the Partners anticipate that, if necessary, this will be accomplished by specially allocating other items of income, gain, loss and deduction among the Partners so that the net amount of the Regulatory Allocations and such special allocations to each person is zero. However, the General Partner will have discretion to accomplish this result in any reasonable manner; provided, however, that no allocation pursuant to this Section 1.G shall cause the Partnership to fail to comply with the requirements of Regulations Sections 1.704‑1(b)(2)(ii)(d), ‑2(e) or ‑2(i).

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2.Allocations for Tax Purposes

A.Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

B.In an attempt to eliminate Book‑Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes among the Partners as follows:

(1) (a)    In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners, consistent with the principles of Section 704(c) of the Code and the Regulations thereunder, and with the procedures and methods described in Section 10.2 of the Agreement, to take into account the variation between the 704(c) Value of such property and its adjusted basis at the time of contribution; and

(b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

(2)(a)    In the case of an Adjusted Property, such items shall

(1)    first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B; and

(2)    second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B(1) of this Exhibit C; and

(b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

C.To the extent that the Treasury Regulations promulgated pursuant to Section 704(c) of the Code permit the Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall have the

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authority to elect the method to be used by the Partnership and such election shall be binding on all Partners.

3.No Withdrawal

No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as provided in Articles 4, 5, 8 and 13 of the Agreement.

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EXHIBIT D

NOTICE OF REDEMPTION

The undersigned Limited Partner hereby irrevocably requests Rouse Properties, LP, a Delaware limited partnership (the “Partnership”), to redeem ______________ Partnership Units in the Partnership in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership and the Redemption Right referred to therein; and the undersigned Limited Partner irrevocably (i) surrenders such Partnership Units and all right, title and interest therein; and (ii) directs that the Cash Amount or REIT Shares Amount (as determined by the Company) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Limited Partnership Units, free and clear of the rights or interests of any other person or entity; (b) has the full right, power, and authority to request such redemption and surrender such Partnership Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such redemption and surrender of Units. The undersigned Limited Partner further agrees that, in the event that any state or local property tax is payable as a result of the transfer of its Partnership Units to the Partnership or the Company, the undersigned Limited Partner shall assume and pay such transfer tax.

Dated: ___________________________

Name of Limited Partner:	__________________________________
	Please Print
	__________________________________
	(Signature of Limited Partner)
	__________________________________
	(Street Address)
	__________________________________
	(City) (State) (Zip Code)
	Signature Guaranteed by:
	__________________________________

If REIT Shares are to be issued, issue to:

Name: ____________________________

Please insert social security or identifying number:     

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EXHIBIT E

CONSTRUCTIVE OWNERSHIP DEFINITION

The term “Constructively Owns” means ownership determined through the application of the constructive ownership rules of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. Generally, as of the date first set forth above, these rules provide the following:

a. an individual is considered as owning the Ownership Interest that is owned, actually or constructively, by or for his spouse, his children, his grandchildren, and his parents;

b. an Ownership Interest that is owned, actually or constructively, by or for a partnership, limited liability company or estate is considered as owned proportionately by its partners or beneficiaries;

c. an Ownership Interest that is owned, actually or constructively, by or for a trust is considered as owned by its beneficiaries in proportion to the actuarial interest of such beneficiaries (provided, however, that in the case of a “grantor trust” the Ownership Interest will be considered as owned by the grantors);

d. if ten (10) percent or more in value of the stock in a corporation is owned, actually or constructively, by or for any person, such person shall be considered as owning the Ownership Interest that is owned, actually or constructively, by or for such corporation in that proportion which the value of the stock which such person so owns bears to the value of all the stock in such corporation;

e. an Ownership Interest that is owned, actually or constructively, by or for a partner or member which actually or constructively owns a 25% or greater capital interest or profits interest in a partnership or limited liability company, or by or to or for a beneficiary of an estate or trust shall be considered as owned by the partnership, limited liability company, estate, or trust (or, in the case of a grantor trust, the grantors);

f. if ten (10) percent or more in value of the stock in a corporation is owned, actually or constructively, by or for any person, such corporation shall be considered as owning the Ownership Interest that is owned, actually or constructively, by or for such person;

g. if any person has an option to acquire an Ownership Interest (including an option to acquire an option or any one of a series of such options), such Ownership Interest shall be considered as owned by such person;

h. an Ownership Interest that is constructively owned by a person by reason of the application of the rules described in paragraphs (a) through (g) above shall, for purposes of applying paragraphs (a) through (g), be considered as actually owned by such person; provided, however, that (i) an Ownership Interest constructively owned by an individual by reason of paragraph (a) shall not be considered as owned by him for purposes of again applying paragraph (a) in order to make another person the constructive owner of such Ownership Interest, (ii) an

72

Ownership Interest constructively owned by a partnership, estate, trust, or corporation by reason of the application of paragraphs (e) or (f) shall not be considered as owned by it for purposes of applying paragraphs (b), (c), or (d) in order to make another person the constructive owner of such Ownership Interest, (iii) if an Ownership Interest may be considered as owned by an individual under paragraph (a) or (g), it shall be considered as owned by him under paragraph (g), and (iv) for purposes of the above described rules, an S corporation shall be treated as a partnership and any shareholder of the S corporation shall be treated as a partner of such partnership except that this rule shall not apply for purposes of determining whether stock in the S corporation is constructively owned by any person.

i. For purposes of the above summary of the constructive ownership rules, the term “Ownership Interest” means the ownership of stock with respect to a corporation and, with respect to any other type of entity, the ownership of an interest in either its assets or net profits.

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EXHIBIT F

NOTICE OF CONVERSION

The undersigned LTIP Unitholder hereby irrevocably (i) elects to convert the number of LTIP Units in Rouse Properties, LP (the “Partnership”) set forth below into Partnership Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as it may be amended, supplemented or restated from time to time; and (ii) directs that any cash in lieu of Partnership Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion.

Name of LTIP Unitholder:
(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Date of this Notice:

(Signature of Limited Partner: Sign Exact Name as Registered with Partnership)

(Street Address) ---------------------------- (City) (State) (Zip Code)

Signature Guaranteed by:

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EXHIBIT G

NOTICE OF FORCED CONVERSION

Rouse Properties, LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the LTIP Unitholder set forth below to be converted into Partnership Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as it may be amended, supplemented and restated from time to time.

Name of LTIP Unitholder:                     (Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Date of this Notice:

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EXHIBIT H

SCHEDULE OF PARTNERS’ OWNERSHIP
WITH RESPECT TO TENANTS

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EX-10.31

EXHIBIT 10.31

LIMITED LIABILITY COMPANY AGREEMENT

OF

TUP 130 PARENT, LLC

a Delaware limited liability company

TABLE OF CONTENTS

Page

I. ORGANIZATIONAL MATTERS 2

1.1 Formation of Company    2

1.2 Name    2

1.3 Purpose of the Company; Business     2

1.4 Fictitious Business Name Statements; Other Certificates 2

1.5 Principal Place of Business, Office and Agent 3

1.6 Term 3

1.7 Effective Date 3

1.8 Representations of Members 3

1.9 Independent Activities; Radius Restriction 4

II. PERCENTAGE SHARE AND CAPITAL CONTRIBUTIONS     5

2.1 Percentage Share      5

2.2 Initial Capital Contributions 5

2.3 Additional Capital Contributions 5

2.4 Limited Liability 6

2.5 Withdrawal and Return of Capital; Interest on Capital 7

2.6 No Third Party Rights 7

2.7 Withdrawal 7

III. DISTRIBUTIONS 7

3.1 Allocation of Distributions 7

3.2 Timing of Distribution 8

IV. CAPITAL ACCOUNTS AND ACCOUNTING 8

4.1 Capital Accounts 8

4.2 Accounting 8

4.3 Restoration of Negative Balances 8

V. PROFITS AND LOSSES 8

5.1 Book Income or Loss From Operations or Capital Events 8

VI. POWERS, DUTIES AND LIMITATIONS UPON THE MEMBERS 8

6.1 Management 8

6.2 Property Management 11

6.3 Managing Member. 11

6.4 Other Activities 13

6.5 Liability of the Managing Member 13

6.6 Rights of Members 14

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6.7 Tax Matters Partner 14

6.8 Compensation and Reimbursement of the Members; Transactions with Members and Affiliates 15

6.9 Limitations on Liability; Indemnity 15

6.10 Preparation of Proposed Annual Budgets 16

6.11 Capital Plans 17

VII. DISSOLUTION 18

7.1 Dissolution 18

7.2 Winding Up 18

7.3 Final Accounting 19

7.4 Certificate of Cancellation 19

VIII. TRANSFERS OF INTERESTS; NEW MEMBERS 19

8.1 General 19

8.2 Permitted Transfers 20

8.3 Right of First Refusal on Hocker Interests 21

8.4 Tag Along 24

8.5 Intentionally Omitted 24

8.6 Intentionally Omitted 24

8.7 Call Option 24

8.8 Put Option 27

8.9 Forced Sale 29

8.10 Forced Sale Recipient Purchase 30

8.11 Corresponding Elections; Companion Agreements 32

8.12 Assignees 32

8.13 Substituted Members 32

8.14 Distributions in Respect of Transferred Interests 33

IX. CONFIDENTIALITY 33

9.1 Proprietary Information 33

9.2 Members’ Covenants 33

9.3 Rights 33

X. AMENDMENTS TO THE AGREEMENT 34

XI. DEFINITIONS 34

XII. MISCELLANEOUS 45

12.1 Notices 45

12.2 Waiver 45

12.3 Arbitration 46

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12.4 Entire Agreement 46

12.5 Governing Law 46

12.6 Binding Nature 46

12.7 Invalidity 46

12.8 Counterparts 46

12.9 Headings 46

12.10 Terminology 47

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LIST OF EXHIBITS

EXHIBIT A    Description of Subsidiary

EXHIBIT B    Description of Property

EXHIBIT C    2014 Annual Budget

EXHIBIT D    Form of Tax Protection Agreement

EXHIBIT E    2-Year Capital Plan

EXHIBIT F    5-Year Capital Plan

APPENDIX A    Tax Matters

SCHEDULE I    Initial Capital Contributions and Percentage Shares

SCHEDULE II    Affiliate Agreements

List of Exhibits

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LIMITED LIABILITY COMPANY AGREEMENT

OF

TUP 130 PARENT, LLC

a Delaware liability company

This LIMITED LIABILITY COMPANY AGREEMENT of TUP 130 PARENT, LLC, a Delaware limited liability company, is made and entered into effective as of August 29, 2014 by and among RPI Tupelo Mall, LLC (“Rouse”), Barnes Crossing Mall, Inc. (the “Corp”, and together with Rouse, the “Rouse Members”), David E. Hocker, an individual (“Hocker”), D. Talmage Hocker, an individual (“Talmage”) and Mark Pulliam, an individual (“Pulliam”, and together with Hocker and Talmage, collectively, the “Hocker Members” and, together with the Rouse Members, collectively, the “Members” and each, individually, a “Member”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context shall have the meanings set forth or cross-referenced in Article XI, “Definitions,” and in Appendix A, of this Agreement.

WHEREAS, the Company was formed on August 25, 2014 by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware (the “Certificate of Formation”) for the purposes of acquiring and owning, a direct and/or indirect interest in, and developing, financing, managing, operating, improving, leasing and disposing of, the Property and the buildings and improvements now or hereafter located thereon.

WHEREAS, prior to the formation of the Company, the Hocker Members, the Corp and certain other Persons controlled by Robert F. Coffin (“Coffin”) formed TUP 130 Company, Limited Partnership, a Kentucky limited partnership (“Predecessor Partnership” or the “Sole Member”) and Predecessor Partnership owned TUP 130, LLC (the “Property Owner”), which owns the Property (as defined below).

WHEREAS, pursuant to that certain Purchase and Sale Agreement by and among R.F. Coffin Ventures, Inc., an Ohio corporation, Coffin Limited Partnership, an Ohio limited partnership, Coffin Enterprises Limited Partnership, an Ohio limited partnership, Robert F. Coffin, as Trustee of RFC Trust #2 dated April 27, 2004 for the benefit of Robert F. Coffin, as amended, MCC 430, LLC, an Ohio limited liability company, David E. Hocker, RPI Tupelo Mall, LLC, a Delaware limited liability company, RPI Tupelo Vacant, LLC, a Delaware limited liability company, RPI Tupelo Vacant II LLC, a Delaware limited liability company and RPI Tupelo 430 Crossing, LLC, a Delaware limited liability company, dated as of August 29, 2014 (the “Purchase and Sale Agreement”), Coffin sold all of his direct and indirect interests in the Predecessor Partnership, including 100% of the shares of Corp, to Rouse.

WHEREAS, in accordance with that certain Joint Agreement and Plan of Merger and Inducement Agreement, dated as of August 29, 2014 (“Agreement of Merger”), Predecessor

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Partnership was merged into and with the Company, with the Company being the surviving entity.

WHEREAS, the Members desire to operate the Company for the purposes and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and subject to the terms and conditions of this Agreement, the Members do hereby agree as follows:

I.ORGANIZATIONAL MATTERS

1.1Formation of Company. The Company was formed and will be operated as a limited liability company pursuant to the provisions of the Act and this Agreement. Subject to Section 6.3.1(vii) the Managing Member shall have the right to cause the execution, delivery and filing of, any necessary or advisable amendments or restatements to the Certificate of Formation, and any other certificates, notices, statements or other instruments (and any amendments or statements thereof) necessary or advisable for the operation of the Company in all jurisdictions where the Company may elect to do business, provided that such instruments shall not amend the substantive rights of the parties to this Agreement.

1.2Name. The name of the Company shall be TUP 130 Parent, LLC.

1.3Purpose of the Company; Business. The purpose of the Company shall be:

(a)to directly or indirectly (through the Subsidiary described in Exhibit A attached hereto) acquire, hold and own the retail asset(s) and related structures and improvements described in Exhibit B attached hereto and any other real property acquired in accordance with the terms hereof (the “Property”);

(b)to own, directly or indirectly, the Subsidiary described in Exhibit A;

(c)to directly or indirectly own, ground lease, develop, operate, manage, mortgage, lease or sell the Company Assets;

(d)to directly or indirectly borrow money and in connection therewith, to mortgage, encumber, pledge, hypothecate, or subject to a deed of trust each of the Company Assets;

(e)to engage in activities necessary, incidental or convenient to any of the foregoing; and

(f)to exercise all powers enumerated in the Act.

1.4Fictitious Business Name Statements; Other Certificates. The Managing Member shall, from time to time, file such fictitious or trade name statements or certificates in such jurisdictions and offices as it considers necessary or appropriate. The Company may do business under any other fictitious business name deemed desirable by the Managing Member; provided

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that the Managing Member shall notify the Hocker Members of any such fictitious business name. The Managing Member shall also, from time to time, file such certificates of amendment, certificates of cancellation, or other certificates as may be required under the Act to establish and continue the Company as a limited liability company and to authorize the Company to conduct business as a foreign limited liability company in any jurisdiction in which the Company is doing business and to protect the limited liability of the Managing Member as contemplated by the Act.

1.5Principal Place of Business, Office and Agent.

The principal place of business of the Company and office where the records of the Company shall be kept shall be located at the offices of the Rouse Members, c/o Rouse Properties, Inc., 1114 Avenue of the Americas, Suite 2800, New York, NY 10036-7703, or at such other location as shall be specified upon prior notice to the Hocker Members from time to time by the Managing Member. The address of the registered office of the Company in the State of Delaware and the agent for service of process on the Company in the State of Delaware shall be c/o Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808, Attn: Aurora Herrera.

1.6Term. The term of the Company began upon the filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless sooner terminated as provided in this Agreement or pursuant to the Act.

1.7Effective Date. This Agreement shall be effective from and after the date first above written (the “Effective Date”).

1.8Representations of Members.

(a)Authority. Each of the Members hereby represents and warrants for the benefit of the Company and each other Member that: (a) it has full power, authority and/or capacity, as the case may be, to enter into this Agreement and perform its obligations hereunder; (b) all transactions and other agreements, instruments and documents contemplated by this Agreement to be performed or executed by it have been duly authorized by all necessary action of its members, partners or directors and stockholders (as the case may be), if and as required; (c) the consummation of such transactions will not result in a material breach or violation of, or a material default under, any charter, bylaws, codes of regulation, articles of organization, operating agreement, partnership agreement, or any other agreement by which it is governed or by which it or any of its properties is bound or any statute, regulation, order or other law to which it is subject; and (d) this Agreement and all other agreements, instruments and documents herein provided to be executed are binding and enforceable on its part in accordance with the terms hereof and thereof.

(b)Securities Exemption. Each Member further warrants and represents to the Company and each other Member that such Member (i) understands and acknowledges that the interests in the Company have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except

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pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction; (ii) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act); (iii) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of investing in the Company; (iv) is able to bear the economic risk of an investment in the interests in the Company for an indefinite period, including the risk of a complete loss of any such investment; and (v) holds or is acquiring the interests in the Company for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof.

(c)Additional Representations. Each Member hereby represents and warrants to the Company and each other Member and acknowledges that: (i) it is, and shall continue to be, in compliance with all laws relating to anti-money laundering, anti terrorism, trade embargoes and economic sanctions now or hereafter in effect, including, without limitation, Executive Order 13224, “Blocking Property Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism,” 66 Fed. Reg. 49079 (Sept. 23, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 or any enabling legislation or executive order relating hereto (collectively, the “AT/AML Laws”); (ii) it is not directly owned or controlled, nor to its actual knowledge, is it indirectly owned or controlled, in whole or in part, by a Blocked Person; and (iii) to its actual knowledge, it has not, does not, and will not, conduct any business with a Blocked Person or otherwise engage in any transaction relating to any property, or interests in property, blocked by any AT/AML Law. “Blocked Person” means any Person now or hereafter listed by the United States Treasury Department’s Office of Foreign Assets Control on the so-called “Specially Designated Nationals and Blocked Persons” list or any other list now or hereafter maintained by such Office pursuant to any requirements of law.

1.9Independent Activities; Radius Restriction.

(a)General Scope of Independent Activities. Subject to Section 1.9(d), the Members hereby expressly acknowledge that each of their respective Affiliates is involved in transactions, investments and business ventures and undertakings of every nature, which include, without limitation, activities which are not associated in any manner with real estate, as well as the ownership, construction, development, management, marketing, sale and operation of real property and improvements of every type and nature thereon (all such investments and activities being referred to hereinafter collectively as the “Independent Activities” and individually as an “Independent Activity”).

(b)Waiver of Rights with Respect to Independent Activities. Subject to Section 1.9(d), nothing in this Agreement shall be construed to: (i) prohibit any Affiliate of a Member from continuing, acquiring, owning or otherwise participating in any Independent Activity that is not owned or operated by the Company or any Subsidiary, even if such Independent Activity is not on or with respect to any of the Property and may be in competition with the Company or any Subsidiary; or (ii) require any Member or its Affiliates to allow the Company or any Subsidiary or the other Members to participate in the ownership or profits of

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any such Independent Activity. To the extent any Member would have any rights or claims arising under this Agreement or out of such Member’s status as such against the other Member as a result of the Independent Activities of any other Member or its Affiliates, whether arising by statute, common law or in equity, the same are hereby waived.

(c)Limitation on Company Opportunities. Each Member hereby represents and warrants to each other Member that such Member has not been offered, as an inducement to enter into this Agreement, the opportunity to participate with any other Member or any Affiliate of such other Member in the ownership or profits of any Independent Activity of any kind whatsoever of such Member or its Affiliates other than as expressly set forth herein or in the Affiliate Agreement. The Members expressly acknowledge that the opportunities of the Company shall be limited to the Company Assets and shall not extend to any other property, investment or activity, other than as expressly set forth herein.

(d)Radius Restriction; Right of First Opportunity. Each of the Rouse Members and the Hocker Members (on behalf of themselves and their respective Affilliates and their permitted successors and assigns hereunder) agree that for so long as such Member is a member of the Company and for a period thereafter of eighteen (18) months after such Member’s withdrawal from, or the dissolution of, the Company, that such Member will not invest in or develop a shopping center within sixty (60) miles of the Property (a “Competing Property”), without providing the other Member the right of first opportunity to invest in the Competing Property on the same terms and conditions as such Member proposes to invest in the Competing Property. If the other Member exercises such right then the investment in the Competing Property shall be in proportion to the same percentage interests that the Members hold in the Company at the time of such proposed investment in the Competing Property.

(e)Acknowledgment of Reasonableness. Each Member hereby expressly acknowledges, represents and warrants that (i) it is a sophisticated investor, (ii) it understands the terms, conditions and waivers set forth in this Section 1.9 and (iii) the provisions of this Section 1.9 are reasonable, taking into account the relative sophistication and bargaining position of the Members.

II.PERCENTAGE SHARE AND CAPITAL CONTRIBUTIONS

2.1Percentage Share. Subject to adjustment as provided in Section 2.3(b) below, each Member’s (i) name, (ii) Initial Capital Contributions, and (iii) Percentage Share are set forth in Schedule I attached hereto and made a part hereof.

2.2Initial Capital Contributions. It is acknowledged and agreed that, on or prior to the date hereof, the Members have funded or been deemed to have funded the aggregate amounts set forth on Schedule I as the Initial Capital Contributions of each Member, it being acknowledged and agreed that such Initial Capital Contributions include such Member’s pro rata share of the costs and expenses incurred by the Property Owner in connection with the Acquisition Financing.

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2.3Additional Capital Contributions. In addition to the Initial Capital Contributions described in Section 2.2 above, the Members shall make Additional Capital Contributions to the Company as follows:

(a)Capital Calls. The Managing Member shall maintain records of each Member’s Capital Account. Upon a determination by the Managing Member in accordance with this Agreement that additional capital is required to fund (or in the event of any Non-Controllable Expenditures or Emergency Expenditure, if applicable, reimburse the Managing Member for) any Capital Call Expenditure, the Managing Member shall promptly give a notice (“Capital Call”) to the Members of the amount needed, and each Member shall remit good funds to the Company in proportion with its Percentage Share by the later of (i) ten (10) Business Days after receiving the Capital Call, or (ii) the date specified in the Capital Call. All capital contributed by a Member in excess of its Initial Capital Contributions shall be deemed an “Additional Capital Contribution” and shall be credited to each Member’s Capital Account.

(b)Failure to Make Additional Capital Contributions. If any of the Hocker Members (a “Non-Contributing Member”) fails to timely contribute some or all of the funds requested in a Capital Call (the “Failed Contribution”), then the Managing Member may in its sole discretion, elect one of the following options by written notice to the Non‑Contributing Member (if such Non‑Contributing Member shall fail to fund its required Additional Capital Contribution within five (5) Business Days after receipt of such notice):

(i)The Managing Member may elect to rescind the Capital Call. Upon such election, any Additional Capital Contribution made by any Member in connection with the Capital Call shall be refunded to such Member (including the Managing Member). Upon such election, Managing Member shall be deemed to have elected to cancel the request for such Additional Capital Contribution. No Member shall thereafter have any continuing obligation to fund any Additional Capital Contribution covered by the cancelled Capital Call unless and until Managing Member makes a new Capital Call, which may list some or all of the items covered by the cancelled Capital Call.

(ii)The Managing Member may elect to cause the Rouse Members to fund their Percentage Share as an Additional Capital Contribution and in addition, to lend the Failed Contribution to the Non‑Contributing Member by delivering an amount equal to the Failed Contribution directly to the Company. The amount equal to the Failed Contribution shall be treated as a loan (a “Member Loan”) by the Rouse Members to the Non‑Contributing Member and an Additional Capital Contribution from the Non‑Contributing Member to the Company. Such Member Loan shall bear interest at a rate of eight percent (8%) per annum (computed on the basis of a 360 day year and actual days elapsed), compounded monthly to the extent not paid on or before the last day of each calendar month. Any Member Loan (to the extent of unpaid principal and interest) shall be recourse only to the Non‑Contributing Member’s Interest in the Company and shall be paid by the Company on behalf of the Non‑Contributing Member to the Rouse Members in accordance with Section 3.1 hereof. Any such payment shall be treated for purposes of Sections 5.1 and 5.2 as having been distributed to the Non‑Contributing Member. The Non‑Contributing Member does hereby irrevocably appoint

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Managing Member, and any of its agents, officers or employees, as its attorneys-in-fact for the limited purpose of preparing and executing any documents, instruments and agreements (including any note) evidencing the Member Loan.

(c)Guarantees. Rouse Properties, LP (“Rouse LP”) has entered into certain guarantees in connection with the Acquisition Financing. In consideration therefor, on the date hereof, David Hocker and Rouse LP shall enter into that certain Indemnity and Contribution Agreement.

2.4Limited Liability. Except upon the express written agreement of each Member adversely affected thereby, no Member (including the Managing Member) shall be personally liable for the debts, liabilities, contracts or other obligations of the Company, whether arising in tort, contract or otherwise, solely by reason of being such Member (or Managing Member).

2.5Withdrawal and Return of Capital; Interest on Capital. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw any of its Capital Contributions or be entitled to receive any interest on its Capital Contributions.

2.6No Third Party Rights. Nothing contained in any provision of this Agreement, shall be construed to create any rights or benefits in any Person, other than the Members, and their respective legal representatives and permitted transferees, successors and assigns, subject to the limitations on Transfer contained in Article VIII hereof.

2.7Withdrawal. Except as specifically provided in Article VIII hereof, no Member may voluntarily or involuntarily withdraw from the Company or terminate its Interest therein without the prior written consent of the Managing Member. Any Member who withdraws from the Company in breach of this Section 2.7:

(d)shall be treated as a transferee of a Member’s Interest, as provided in the Act;

(e)shall have no right to participate in the business and affairs of the Company or to exercise any rights of a Member under this Agreement or the Act; and

(f)shall not be released from any obligation to the Company or the other Members under this Agreement.

III.DISTRIBUTIONS

3.1Allocation of Distributions. Distributions of Net Cash Flow (“Distributions”) shall be made to the Members, as and when determined by the Managing Member subject to Section 3.2, as follows:

(g)51.0% (or the aggregate Percentage Shares of the Rouse Members at the time of the Distribution) of each Distribution shall be distributed to the Rouse Members in proportion to their Percentage Shares.

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(h)49.0% (or the aggregate Percentage Shares of the Hocker Members at the time of the Distribution) of each Distribution (the “Hocker Distribution Share”) shall be distributed to the Hocker Members. Provided, that the amount of the Hocker Distribution Share shall be paid (i) first, to the Rouse Members to the extent of any Losses for which the Rouse Members have been determined by a final judgment or arbitral award to be entitled to indemnification under the Agreement of Merger; (ii) second, to the Rouse Members to the extent of (A) accrued but unpaid interest on any Member Loan; and (B) any unpaid principal on such Member Loan; and (iii) third, the balance, if any, to the Hocker Members. Further provided, that payments to the Rouse Members on Member Loans under clause (ii) shall be made only to the extent that such payments do not reduce the actual distributions of Net Cash from Operations to the Hocker Members under this Section 3.1(b) to less than 50% of the Hocker Unadjusted Distributions Amount. Further provided, that the preceding sentence shall not apply to Distributions of Net Cash from Refinancings or Distributions of Net Cash from Sales. Any amounts paid to the Rouse Members under clause (i) or clause (ii) shall be treated for all purposes as having been distributed to the Hocker Members and then paid by the Hocker Members to the Rouse Members.

3.2Timing of Distribution. Net Cash From Operations shall be distributed at such times as are reasonably determined by the Managing Member, but not less frequently than quarterly (each a “Distribution Period”). Net Cash From Refinancings and Net Cash From Sales shall be distributed within ten (10) Business Days after the receipt thereof.

IV.CAPITAL ACCOUNTS AND ACCOUNTING

4.1Capital Accounts. Capital Accounts shall be maintained for each Member in accordance with Article II of Appendix A which is attached hereto and made a part of this Agreement.

4.2Accounting.

(a)The Company shall keep its books on the accrual basis and in accordance with accounting principles consistent with those employed for determining the Company’s income for federal income tax purposes, or consistent with generally accepted accounting principles (GAAP), as may be selected by the Managing Member, except as otherwise provided in this Agreement.

(b)The taxable year of the Company shall be the year ending December 31^st (except as otherwise required by Section 706 of the Code). The “Fiscal Year” of the Company shall be the same as its taxable year.

4.3Restoration of Negative Balances. No Member with a deficit balance in its Capital Account shall have any obligation, under any circumstances to the Company, to any other Member or to any third party to restore or repay said deficit balance.

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V.PROFITS AND LOSSES

5.1Book Income or Loss From Operations or Capital Events. Subject to the provisions of Article III of Appendix A, all items of Book income, gain, loss or deduction included in Book Income or Loss From Operations and Book Income or Loss From Capital Events shall be allocated among the Members so as to make the Partially Adjusted Capital Account of each Member equal to such Member’s Target Balance, to the extent possible.

VI.POWERS, DUTIES AND LIMITATIONS UPON THE MEMBERS

6.1Management.

(a)Subject to the limitations set forth in Sections 6.2 and 6.3, and except as otherwise expressly provided herein to the contrary, the Members hereby appoint Rouse as the initial “Managing Member” of the Company, and, except as set forth in Sections 6.2 and 6.3 and elsewhere in this Agreement, the Managing Member shall have the exclusive right, power, authority and duty to manage the business and affairs of the Company and its Subsidiaries in accordance with the Approved Budget and otherwise in accordance with the provisions of this Agreement, the Act and all other applicable laws, rules and regulations. Each Subsidiary will be managed by the Company (and therefore by the Managing Member, as set forth in Section 6.3). Except as to Major Decisions and as otherwise set forth in this Agreement, no Member other than the Managing Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company or of any Subsidiary. The Managing Member’s authority, duties and responsibilities hereunder shall include the following (subject in all respects to the Approved Budget and all other provisions of this Agreement, including without limitation Sections 6.2 and 6.3, and the receipt of any approvals for decisions which are Major Decisions):

(i)collecting and depositing all rents and other funds received by the Company or a Subsidiary. If the Company or Subsidiary enters into a management agreement that is an Affiliate Agreement, all funds collected on behalf of the Company or the Subsidiary by the Affiliate shall be deposited in a bank account in the name of the Affiliate maintained by the Affiliate for use as a segregated depository for the Property managed by the Affiliate, and any interest earned on such deposits shall be allocated only for the benefit of the Company;

(ii)maintaining capital accounts and other books of account in accordance with Sections 4.1 and 4.2 and, upon receiving reasonable notice, making the same available for inspection, copying and audit (such copying and auditing to be at the requesting Member’s expense) at any reasonable time during regular business hours by any Member or its Authorized Representative;

(iii)arranging for the preparation of all necessary federal, state and local income tax returns on behalf of the Company and any Subsidiary, and arranging for the preparation and filing of all other tax forms required to be filed by the Company and any Subsidiary;

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(iv)causing to be filed such certificates and doing such other acts as may be required by law to qualify and maintain the Company and any Subsidiary in Delaware as a limited liability company and maintaining current fictitious or trade name registrations in such jurisdiction;

(v)obtaining and maintaining all risk, public liability, workmen’s compensation, fidelity, forgery and other insurance, if any, as may be available and as may be necessary or appropriate for the Company and/or any Subsidiary;

(vi)paying all bills and expenses incurred in operating the Company and the Company Assets in accordance with the Approved Budget, the Capital Plans or otherwise to the extent Hocker’s approval is not required under Section 6.3.1(ii);

(vii)preparing, and circulating to Hocker, the Proposed Annual Budgets for approval pursuant to Section 6.10;

(viii)entering into, amending and terminating leases with tenants of the Property on terms that are within parameters established in the approved Annual Budget or otherwise on commercially reasonable terms as may be reasonably determined by the Managing Member, provided that Hocker shall have the right to review (but not approve) letters of intent for leases and lease amendments (“LOIs”) as well as final lease drafts for conformity with the LOIs;

(ix)supervising the Management Company;

(x)engaging nationally or regionally recognized consultants, architects, engineers, attorneys, accountants and other professionals in connection with the operation, maintenance or repair of the Property;

(xi)taking any and all actions in accordance with the Approved Budget and the Capital Plans which it deems necessary or advisable in connection with the business of the Company and/or its Subsidiaries, including, without limitation, entering into any contract, agreement, undertaking or transaction;

(xii)in accordance with the Approved Budget and the Capital Plans, contracting with or terminating contracts with such contractors, suppliers, architects, engineers, agents, managers, accountants, attorneys, consultants and other Persons as it deems necessary or appropriate to carry out the business and affairs of the Company and/or any Subsidiary, and paying such fees, expenses and other compensation to any such Person or entity as it shall deem appropriate and as is contemplated under the Approved Budget and the Capital Plans;

(xiii)paying any and all fees and operating expenses and making any and all expenditures, in each case in accordance with the Approved Budget and the Capital Plans, which it deems necessary or appropriate in connection with the organization of the Company and/or any Subsidiary, the management of the affairs of the Company and/or any Subsidiary and the carrying out of its obligations and responsibilities under this Agreement;

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(xiv)instituting, defending, adjusting, settling or otherwise compromising any actual or threatened claim, lawsuit, administrative proceeding, judgment, litigation, arbitration, mediation or other proceeding;

(xv)making or revoking any reasonable tax elections, tax accounting or financial accounting elections or other decisions with respect to the Company and any Subsidiary;

(xvi)communicating with any lender, as appropriate, on behalf of the Company and/or any Subsidiary;

(xvii)advance funds necessary for the payment of Non-Controllable Expenditures or to make Emergency Expenditures, for which such advances Managing Member shall be reimbursed in accordance with Section 2.3(a); and

(xviii)executing and delivering, in the name and on behalf of the Company and/or any Subsidiary, any documents and instruments contemplated to be executed and delivered hereunder pursuant to its authority as Managing Member.

(b)Subject in all respects to Major Decisions and the other provisions of this Agreement, in addition to the functions to be performed by the Managing Member pursuant to Section 6.1(a), the Managing Member shall also perform administrative and ministerial functions, such as the selection of depositories and banking institutions, the giving of notices and similar acts and deeds.

(c)All Affiliate Agreements shall be conducted on an arm’s length basis on terms at least as favorable as those provided to an unrelated third party. The fees and agreements described on Schedule IV attached hereto are hereby approved.

(d)Rouse (and its permitted assignees) shall have the right, in its sole discretion, to assign its rights as Managing Member to any Affiliate of Rouse that is (or becomes) a Member, provided that such assignee assumes in writing Managing Member’s obligations in such capacity as the Managing Member.

6.2Property Management. The Members hereby acknowledge and agree that the Property shall be managed and leased by the Management Company as more particularly set forth in the Management Agreement. Additionally, the Management Company and Hocker shall enter into the Consulting Agreement which shall remain in effect until the earlier to occur of (a) the third (3rd) anniversary of the Effective Date and (b) a Hocker Termination Date.

6.3Managing Member.

6.3.2Major Decisions. All Major Decisions shall be made upon the recommendation of the Managing Member and shall require the approval of Hocker, which approval, except as otherwise expressly set forth with respect to such Major Decision, shall not be unreasonably withheld, conditioned or delayed. Hocker shall appoint an individual to act as

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its Authorized Representative for all purposes, including the granting of approval. Hocker hereby appoints David E. Hocker as its initial Authorized Representative, and may at any time, upon prior written notice to the Managing Member, appoint Scott D. Hornaday as a successor Authorized Representative. Except as provided in the preceding sentence, Hocker shall not replace its Authorized Representative without the prior written consent of the Managing Member. Major Decisions (“Major Decisions”) shall be comprised exclusively of the following:

(i) subject to the terms set forth in Article VIII hereof, entering into an agreement or option to sell, transfer, assign or otherwise dispose of all or any part of the Property, the Company Assets and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business), or entering into any amendment, renegotiation, modification, supplement or extension of any agreement or option to sell, transfer, assign or otherwise dispose of all or any portion of any Company Asset and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business);

(ii)approving capital expenditures in excess of $500,000 in any Fiscal Year which are not expressly reflected in the Capital Plan by a specific line item or other specific designation, other than Emergency Expenditures and/or Non-Controllable Expenditures which may be incurred without the approval of Hocker;

(iii)refinancing any existing mortgage or creating or incurring any indebtedness, encumbrance, lien, security interest or charge of any kind on any Company Assets, or any assets of any Subsidiary; provided, that the Managing Member may, without the approval of Hocker, cause the Company or any Subsidiary to enter into a Qualified Refinancing; and provided, further, trade payables incurred in accordance with the Approved Budget that remain outstanding for not more than one-hundred and eighty (180) days shall not require the approval of Hocker, and the Managing Member may, without the approval of Hocker, cause the Company or any Subsidiary to incur indebtedness on commercially reasonable terms in the ordinary course of business in an amount not to exceed $150,000 (increased annually based on the percentage increase in the CPI Index over the prior year) in any Fiscal Year;

(iv)causing the Company and/or any Subsidiary to file or consent to or acquiesce in any petition with respect to the Company and/or any Subsidiary under any chapter of Title 11 of the United States Bankruptcy Code or any similar law or regulation, seeking the appointment of a custodian, receiver or trustee of any of the Company Assets and/or any Subsidiary’s assets, making an assignment for the benefit of creditors, or admitting on behalf of the Company and/or any Subsidiary that the Company and/or any Subsidiary is insolvent or unable to pay its or their debts as they come due; Hocker’s approval with respect to this clause (iv)may be granted or withheld in its sole discretion;

(v)approving or disapproving a creditors’ plan, the filing of an involuntary petition of bankruptcy or the dismissal or discharge of a claim of bankruptcy in connection with bankruptcy proceedings involving any Person contracting with the Company and/or any Subsidiary; Hocker’s approval with respect to this clause (v) may be granted or withheld in its sole discretion;

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(vi)except as expressly provided or permitted in this Agreement, (a) admitting any Person as a Member of the Company, or admitting any Person as partner, member, shareholder, trustee, or beneficiary of any Subsidiary, as applicable, (b) issuing or selling any interests in the Company and/or in any Subsidiary, or (c) causing or permitting a Transfer of Interest in the Company and/or the interests in any Subsidiary; and

(vii)amending this Agreement or the Certificate in any material respect.

6.3.3Whenever the consent of Hocker is required pursuant to thisSection 6.3, such consent shall be deemed to have been given by Hocker if it shall not have responded to the Managing Member on or before 5:00 p.m., New York time, on the date that is ten (10) Business Days following the delivery of a Major Decision Request (the “Response Deadline”), provided the Managing Member shall have delivered to Hocker a written request for approval of such Major Decision, accompanied by sufficient information with respect to the Major Decision in question to enable Hocker to make an informed judgment with respect to such Major Decision (a “Major Decision Request”).

6.3.4Disagreement on Major Decisions. Notwithstanding anything herein to the contrary, if Hocker withholds, conditions or delays its consent in good faith with respect to any Major Decision (a “Major Decision Impasse”), then, Managing Member may submit the dispute to binding arbitration under Section 12.3 and if the Managing Member is successful in such arbitration may take the action sought with respect to such Major Decision.

6.3.5Compliance Actions; Emergency Actions. Notwithstanding anything to the contrary herein, including provisions hereof limiting the authority of the Managing Member or requiring the approval of Hocker, the Managing Member shall have the right, without the consent of Hocker, to take (i) Emergency Actions and (ii) all actions ("Compliance Actions") reasonably necessary to prevent or cure a breach or violation of or a default under (x) legal requirements applicable to the Company or any Subsidiary or any of their respective assets, (y) the requirements of the Acquisition Financing or any refinancing thereof,or (z) any other material contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective assets are bound. In the event that the Managing Member concludes that a Compliance Action or Emergency Action must be taken that would otherwise be prohibited under this Agreement, the Managing Member shall, to the extent practicable, give written notice to Hocker that it proposes to take such Compliance Action or Emergency Action and, in any event, shall inform Hocker that such Compliance Action or Emergency Action has been taken.

6.3.6Quarterly Reports; Tax Information. The Managing Member shall prepare and provide to each Member on a quarterly basis, for informational purposes only, an unaudited income statement and balance sheet in the Rouse Member’s standard format, an investor package including, leasing status reports, capital expenditure summaries and rent rolls for the Property. The Managing Member shall also provide to each Member, on an annual basis, and financial statements for the Company and its Subsidiaries.

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6.4Other Activities. No Member shall be required to devote its entire time or attention to the business of the Company and, except as set forth in Section 1.9(b), no Affiliate of a Member shall be restricted in any manner from participating in other businesses or activities, despite the fact that the same may be competitive with the business of the Company.

6.5Liability of the Managing Member.

(a)Except as otherwise specifically provided herein or under the Act, neither the Managing Member nor its Affiliates, nor any agent, representative, director, officer or employee of any of them, shall be liable, responsible or accountable in damages or otherwise to the Company or to any Member for any act or omission performed or omitted on behalf of the Company in good faith. In exercising its right hereunder, Managing Member shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data provided by any attorney, accountant or other professional engaged in connection with the Company and/or Property.

(b)Notwithstanding anything to the contrary in this Agreement, to the extent that, at law or in equity, the Managing Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or any Subsidiary, any Member, any Affiliate of any Member or any other Person, the Managing Member, acting under this Agreement, shall not be liable to the Company, any Subsidiary, any Member, any Affiliate of any Member or any other Person, for a breach of fiduciary duty for its good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liability of the Managing Member otherwise existing at law or in equity, are agreed by each Member to replace such other duties and liabilities of the Managing Member.

(c)Except as otherwise specifically provided herein or under the Act, the Managing Member shall not be personally liable for the return or payment of all or any portion of the Capital Contributions of or distributions to any Member (or any successor, assignee or transferee thereof), it being expressly agreed that any such return of Capital Contributions or distributions pursuant to this Agreement shall be made solely from the assets of the Company (which assets shall not include any right of contribution from the Managing Member).

6.6Rights of Members.

(a)Except as specifically set forth herein, no Member shall (i) be permitted to take part in the management, control or conduct of the business or affairs of the Company or its Subsidiaries; (ii) have the right to vote on any matters; or (iii) have the authority or power in its capacity as a Member to act as agent for or on behalf of the Company, its Subsidiaries, or any other Member, to do any act which would be binding on the Company, its Subsidiaries, or any other Member, or to incur any expenditures or indebtedness on behalf of or with respect to the Company, its Subsidiaries or any other Member.

(b)Upon the written request of any Member, Managing Member shall provide to such Member (i) a current list of the full name and last known address of each Member; (ii) a

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copy of the Certificate of Formation; (iii) executed copies of any powers of attorney pursuant to the Certificate of Formation and/or this Agreement and/or any amendments to the Certificate of Formation or to this Agreement; (iv) copies of the Company’s or any Subsidiary’s federal, state and local income tax returns; (v) the Organizational Documents of the Company and its Subsidiaries; (vi) copies of any financial statements of the Company and any Subsidiary; and (vii) any other documents reasonably requested by such Member or otherwise required by law. Each Member shall be entitled, at all times during reasonable business hours, to inspect and copy (or to be provided with electronic versions of) the books and records of the Company and its Subsidiaries, including without limitation, any of the foregoing documents.

6.7Tax Matters Partner.

The Managing Member shall be the Company’s Tax Matters Partner (“TMP”) pursuant to Section 6231(a)(7) of the Code and corresponding provisions of state and local law. The TMP shall not participate in any material tax controversy or take or refuse to take any material action in connection therewith without the consent of Hocker, which shall not be unreasonably withheld, conditioned or delayed. The TMP shall be the liaison between the Company and the Internal Revenue Service and shall be the coordinator of the Company’s actions pursuant to any tax audit of the Company or any Subsidiary. The TMP shall have the duties specifically delegated to a “tax matters partner” under the Code and applicable Treasury Regulations (as well as such other duties as may from time to time be delegated to it by the Members).

6.8Compensation and Reimbursement of the Members; Transactions with Members and Affiliates.

(a)No Person described in clause (y) of the definition of “Affiliate Agreement” shall receive any compensation for services rendered to the Company and/or its Subsidiaries except pursuant to an Affiliate Agreement. All Affiliate Agreements shall be in writing.

(b)Upon submitting reasonable written documentation evidencing proof of payment, the Members (including the Managing Member) shall be entitled, in addition to all other distributions and reimbursements to which they may otherwise be entitled hereunder by reason of their Percentage Shares, to reimbursement for all Company Expenses approved by the Managing Member, which approval shall not be unreasonably withheld or delayed, and paid by the Members on behalf of the Company or the Subsidiary.

(c)Amounts paid by the Company or a Subsidiary pursuant to an Affiliate Agreement shall be treated for all purposes as amounts paid to non-Members and any amounts so received by any Member or Affiliate shall belong to it and not to the Company or the Subsidiary.

6.9Limitations on Liability; Indemnity. No Member shall be liable to the Company or any other Member for actions taken in good faith by such Member and within the scope of the authority conferred on such Member herein in connection with the Company and/or any Subsidiary; provided that a Member shall in all instances remain liable for acts that a court of competent jurisdiction, upon entry of a final judgment, shall find to constitute gross negligence,

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willful misconduct or fraud (collectively, “Bad Acts”). The Member committing the Bad Acts (the “Breaching Member”) agrees to indemnify, defend and hold harmless the other Member from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Company, any Subsidiary or any other Member arising out of any claim based upon the Breaching Member’s Bad Acts, except with respect to any other Member, to the extent that such Member may have materially contributed to any Bad Acts committed by the Breaching Member. No Member shall be indemnified hereunder if it has benefited directly or indirectly from the Breaching Member’s Bad Acts, unless such Member relinquishes such benefit. The Company, its receiver or trustee, shall indemnify, defend and hold harmless each Member, to the extent of the Company Assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by a Member arising out of any claim based upon acts performed or omitted to be performed by any Member taken in good faith by such Member and within the scope of the authority conferred on such Member in connection with the business of the Company, including, without limitation, reasonable attorney’s fees and costs incurred by the Member in the settlement or defense or such claim, provided that no Member shall be indemnified by the Company for claims based upon Bad Acts.

6.10Preparation of Proposed Annual Budgets. In connection with the management of the Company and the Subsidiary, the Managing Member shall be responsible for the following:

(a)The preparation of a detailed Proposed Annual Budget in the form attached hereto as Exhibit C for the Company, its Subsidiaries, and the Property, prepared on a line-item basis, which sets forth the estimated costs and expenses to be incurred by the Company and the Subsidiaries in connection with the management and operation of the Property and any other material Company Assets for each calendar month in the next ensuing Fiscal Year as well as a total budget for such year, which shall include all anticipated income, operating expenses, working capital and other necessary reserves and capital expenditures (including those set forth in the Capital Plan). The Proposed Annual Budget, once approved by Hocker pursuant to subclause (b)below, or modified as provided in subclause (b)below, shall be referred to herein as the “Approved Budget”. Except as otherwise provided in this Agreement, the Managing Member shall be authorized to make only those expenditures and take only those actions which are included in, or contemplated by, the Approved Budget then in effect; provided, however, that the Managing Member shall also be authorized to make those additional expenditures and take those actions excepted in Section 6.3.1(ii) and shall be authorized to make additional operating expenditures to the extent that such expenditures do not exceed the amounts set forth in the Approved Budget by more than ten percent (10%) with respect to any line item or by an aggregate amount of more than five percent (5%) of the total Approved Budget, with the exception of any Emergency Expenditures or Non-Controllable Expenditures, which shall not be subject to the foregoing limitations. With respect to Emergency Expenditures or Non-Controllable Expenditures, the Managing Member shall use commercially reasonable efforts to contact Hocker prior to making any such Emergency Expenditure or Non-Controllable Expenditures, and in all events, shall notify Hocker within five (5) Business Days after such an Emergency Expenditure or Non-Controllable Expenditures has been made.

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(b)The Managing Member shall submit a Proposed Annual Budget to Hocker on or before November 1^st for the immediately following Fiscal Year. Hocker shall, within ten (10) days after receipt of an initial Proposed Annual Budget, either (a) approve the Proposed Annual Budget, which approval shall not be unreasonably withheld, delayed or conditioned; or (b) advise the Managing Member in writing of Hocker’s specific objections thereto. If Hocker has objections to the Proposed Annual Budget, the Managing Member shall then use its good faith efforts to revise the Proposed Annual Budget to address such objections and resubmit the same to Hocker in writing within seven (7) Business Days after its receipt of the objections thereto, whereupon the process set forth above shall be utilized again (except that Hocker shall respond to any revised Proposed Annual Budget in writing within five (5) Business Days and shall only be permitted to object with respect to items specifically objected to in such prior iteration(s) of the Proposed Annual Budget), until a Proposed Annual Budget has been approved. In addition, at any time after an Approved Budget has been approved by Hocker, the Managing Member shall have the right to submit a revised or amended Proposed Annual Budget in writing to Hocker for approval (subject to the same reasonableness standard above if applicable), and if Hocker has objections to such revisions or amendments, Hocker shall advise the Managing Member in writing of Hocker’s specific objections within ten (10) days after receipt thereof. Hocker’s failure to respond to any submission within the aforementioned time periods shall be deemed approval of the submitted Proposed Annual Budget or revisions or amendment to an Approved Budget. In the event of a dispute over the adoption of a Proposed Annual Budget or any portion thereof, any portion of the Proposed Annual Budget not disputed shall be deemed approved and shall be operative at such time. With respect to any portion of the Proposed Annual Budget subject to dispute, the Managing Member shall continue to operate the Company and its Subsidiaries in accordance with the corresponding portion of the Approved Budget for the immediately preceding Fiscal Year, except that any capital and non-recurring items shall be deleted and any applicable portion of such Approved Budget shall be adjusted to reflect the actual amount of expenses not within the control of the Company and/or any Subsidiary (including, but not limited to, real property taxes and assessments, insurance, utilities) and with aggregate increases in operating expenses based on the percentage increase in the CPI Index over the prior year, until a Proposed Annual Budget (or such portion) for such current Fiscal Year is approved in accordance with this Section 6.10 (and until a Proposed Annual Budget (or such portion) for such current Fiscal Year is approved in accordance with this Section 6.10, the applicable portions of the Approved Budget for the immediately preceding Fiscal Year (as adjusted hereunder) shall be deemed to be an Approved Budget for the then current Fiscal Year).

(c)The Managing Member shall be deemed not to have made any guarantee or warranty of the fiscal estimations set forth in the Proposed Annual Budget or Approved Annual Budget. Each Member acknowledges that the Proposed Annual Budget is intended to set forth objectives and goals based on the Managing Member’s reasonable judgment of the facts and circumstances known by the Managing Member at the time of preparation.

(d)The Approved Budget for the Fiscal Year ending on December 31, 2014 is attached hereto as Exhibit C.

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6.11Capital Plans. The parties acknowledge and agree that in addition to expenditures made and actions taken pursuant to the Approved Budget, the Managing Member shall also be authorized to make expenditures and take actions set forth in the Capital Plan, and to the extent that the actual cost of any line-item exceeds the budgeted amount set forth in the Capital Plan, the Managing Member shall be authorized to take actions and cause expenditures to be made in an amount necessary to complete any line item set forth in the Capital Plan, in each instance without the approval of Hocker and without same constituting an amendment to the Capital Plan. The Members acknowledge that on the date hereof, a reserve was established by the Managing Member in the amount of $3,807,335 to fund certain capital expenditures in accordance with the Capital Plan. The Capital Plan shall be updated every year subject to the approval of Hocker not to be unreasonably withheld, except to the extent Hocker’s consent is not required pursuant to the penultimate sentence of this Section 6.11, with any amounts set forth in the approved Capital Plan that are not incurred in a given year, deemed approved for any following year thereafter. If Hocker objects to such revisions or amendments, Hocker shall advise the Managing Member in writing of Hocker’s specific objections within ten (10) Business Days after receipt thereof. Hocker’s failure to respond to any submission within the aforementioned time periods shall be deemed approval of the revisions or amendment to the Capital Plans. If a Capital Plan is not approved (to the extent Hocker’s approval is required) the then existing Capital Plan shall remain in effect for the following year. Notwithstanding the foregoing, Hocker shall not have an approval right with respect to any revisions or amendments to the initial Capital Plan if such revisions or amendments to the initial Capital Plan are either (a) prepared in accordance with the same methodology used to develop the initial Capital Plan annexed to this Agreement or (b) otherwise consistent with the current methodology used by Rouse Properties, Inc. to prepare capital plans for the other assets in its portfolio (any such revision or amendment to the initial Capital Plan, a “Deemed Approval Amendment”). In the event of any Deemed Approval Amendment, the Managing Member may apply up to fifty percent (50%) of the available Net Cash Flow from Operations for the applicable Distribution Period towards the funding of capital expenditures set forth in a Deemed Approval Amendment (the “Distribution Reduction Limit”), and to the extent any Deemed Approval Amendment requires funds for the applicable Distribution Period in excess of the Distribution Reduction Limit, then any capital contributions required by the Hocker Members to fund such Deemed Approval Amendment in excess of the Distribution Reduction Limit shall be funded by Rouse on behalf of Hocker Members as a Member Loan.

VII.DISSOLUTION

7.1Dissolution. The Company shall dissolve upon the first to occur of any of the following events:

(a)The sale of all or substantially all of the Company Assets and the collection of the proceeds of such sale (and if after such sale the Company Assets include an installment obligation, then the Company shall not be dissolved under this Section until such installment obligation is fully paid, or, with the approval of Hocker, the Managing Member may distribute such installment obligation to the Members in accordance with the terms of this Agreement);

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(b)The election by the Managing Member and Hocker to dissolve the Company;

(c)The entry of a decree of judicial dissolution by a court of competent jurisdiction, in accordance with the Act; or

(d)As otherwise provided by this Agreement or the Act.

Notwithstanding the provisions of Section 7.1 hereof, the Bankruptcy of a Member shall not cause the termination or dissolution of the Company and the business of the Company shall continue and upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Bankrupt Member (a “Trustee”) shall have all the rights of such Member for the sole purpose of settling or managing its estate or property if, but only if, such Trustee shall have satisfied all conditions precedent to the admission of such Trustee as a Substituted Member; provided, however, the Transfer to or by such Trustee of such Bankrupt Member’s Interest shall be subject to all of the restrictions hereunder to which such Transfer would have been subject if such Transfer had been made by such Bankrupt Member.

7.2Winding Up.

(d)Effect of Dissolution. After the dissolution of the Company in accordance with Section 7.1, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but the Company’s separate existence shall continue until a certificate of cancellation has been filed with the Secretary of State of the State of Delaware or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

(e)Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Managing Member shall take full account of the Company’s liabilities and assets, and, subject in all respects to Major Decisions, the Approved Budget and the other provisions of this Agreement, such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 6.1 hereof. The proceeds from liquidation of the Company Assets, to the extent sufficient therefor, shall be combined and distributed in the following order:

(i)first, to the expenses of liquidation and the debts of the Company, other than the debts owing to the Members, but including Member Loans;

(ii)second, to the establishment of any reserve which the Managing Member may deem necessary for any contingent or unforeseen liabilities and other obligations of the Company arising out of or in conjunction with the Company’s affairs;

(iii)third, to such debts and/or compensation as are owing by the Company to the Members;

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(iv)fourth, in accordance with Section 3.1.

(f)Except as otherwise provided in Article VII of this Agreement, distributions pursuant to Section 7.2(b) shall be made not later than the later of (i) the end of the taxable year in which liquidation of the Company occurs, or (ii) a date which is ninety (90) days after the date of such liquidation.

(g)Amounts withheld as reserves pursuant to Section 7.2(b)(ii) of this Agreement shall, to the extent not needed for the purpose of which they were withheld, be distributed as soon as practicable to the Members in accordance with Sections 7.2(b)(iii) and (iv).

7.3Final Accounting. The Managing Member shall furnish to each Member a statement prepared by the Company’s accountants setting forth the assets and liabilities of the Company as of the date of the complete liquidation.

7.4Certificate of Cancellation. When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provision has been made therefor and all of the remaining Company Assets have been distributed to the Members, then the remaining Members, if any, or a court-appointed trustee, if there is no remaining Member, shall execute and file a certificate of cancellation with the appropriate agency of the State of Delaware.

VIII.TRANSFERS OF INTERESTS; NEW MEMBERS

8.1General. No Member shall Transfer all or any portion of its Interest, or permit any Person directly or indirectly holding any interest in such Member to Transfer any part of such interest, except for Transfers (a) consented to in writing by Rouse and Hocker, each acting in their sole and absolute discretion, provided that (i) with respect to the Interests of Rouse Members, such Interests may be Transferred by the Rouse Members to a Qualified Rouse Transferee without the consent of Hocker, and (ii) with respect to the Interests of Hocker Members, such Interests (subject to the following sentence) may be Transferred by Hocker to a Qualified Hocker Transferee without the consent of Rouse, subject to Hocker’s compliance with the right of first refusal provisions of Section 8.3 or (b) permitted under this Article VIII. In no event shall Hocker be permitted to effectuate a Transfer (other than in accordance with Section 8.2(b) which either (1) results in Hocker owning less than a twenty percent (20%) Interest in the Company or (2) confers onto any such transferee any rights of Hocker pursuant to Section 6.3, Section 6.10 or Section 6.11 (it being acknowledged and agreed by Hocker that any such rights are personal to Hocker); provided, that, subclause (2) shall not apply to a transfer of Hocker’s Interest to Hocker’s Estate at Hocker’s death so long as Hocker’s Authorized Representative exercises all rights of Hocker under Section 6.3, Section 6.10 and Section 6.11. A transferee of a Member’s Interest will be admitted as a Substituted Member only pursuant to Sections 8.2(c) or 8.13 hereof. Any notices permitted or required to be delivered pursuant to this Article VIII must be delivered in accordance with the notice requirements of Section 12.1. Any Transfer made by a Member hereunder shall only be permitted if such Member also Transfers its corresponding proportional interest in the Companion Companies pursuant to the Companion Agreements. Any purported Transfer which does not comply with the provisions of this Article VIII shall be void and of no force and effect.

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8.2Permitted Transfers. Notwithstanding Sections 8.1 and 8.13 hereof, Transfers of an interest in a Member and/or of a Member’s Interest in the Company are permitted without the consent of any other Member only on the following terms and conditions:

(f)Transfers of Interests of the Rouse Members. Without the consent of any other Member, but subject to any applicable provisions of Section 8.2(c) and provided that all third-party consents required in connection therewith are received, (i) direct or indirect interests in the Rouse Members may be Transferred to any Person, provided that Rouse Parent continues to hold, directly or indirectly, greater than fifty percent (50%) of the direct or indirect interests in the applicable Rouse Members’ Interests and continues to possess, directly or indirectly, the power to direct or cause the direction of the management, business and affairs of such subject interest, (ii) Rouse Members’ Interest (or portions thereof, directly or indirectly) may be Transferred among Affiliates of the Rouse Members at any time, (iii) Rouse Members may Transfer its Interest to any Person that is wholly-owned and controlled by Rouse Parent, and (iv) nothing in this Agreement shall prohibit the Transfers of interests in the Rouse Members as a result of a merger, consolidation or sale of substantially all of the assets of Rouse Parent, or the sale of publicly traded shares of Rouse Parent.

(g)Transfers of Interests of the Hocker Members. Without the consent of any other Member, but subject to any applicable provisions of Section 8.2(c)and provided that all third-party consents required in connection therewith are received, Transfers of all or any portion of the Interests of the Hocker Members to (A) one or more immediate family members of the current holders of such Interests, or (B) a family trust or partnership or limited liability company (a “Hocker Affiliate”); or (C) the Estate or personal representative of a Hocker Member upon his death, provided that, in case of clauses (A) and (B), such Transfer is made in connection with such current holder’s bona fide, good faith estate planning activities, and does not result (taking into account other sales or exchanges of interests in the Company or its predecessor) in the termination of the Company as a partnership for federal income tax purposes under Section 708(b)(1)(B) of the Code, are permitted.

(h)Admission of New Member. Notwithstanding any to the contrary contained herein, following any Transfer of an Interest by a Member pursuant to Section 8.2(a) or 8.2(b), no Person shall be admitted as a Member of the Company without complying with the following:

(i)filing with the Company a duly executed and acknowledged written instrument of assignment in a form reasonably approved by the Managing Member, specifying the Interest being assigned, and setting forth the intention of the assignor that the assignee succeed to all or part of the assignor’s Interest as a Member;

(ii)execution and acknowledgment by the assignor and assignee of any instruments reasonably required by the Managing Member, including the execution of this Agreement and any supplement, in which the assignee agrees to be bound by the terms and conditions thereof, as supplemented;

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(iii)payment of all real property or other transfer taxes and Company costs incurred by it in connection with the assignment;

(iv)at the reasonable request of the Managing Member, providing an opinion of counsel, acceptable to the Managing Member, that the assignment will not violate any federal or state securities law or jeopardize the status of the original sale of Member Interests with respect to any pertinent exemption of the federal or state securities law, or the characterization of the Company as a limited liability company under any federal or state law, regulation or ruling; and

(v)at least ten (10) days’ prior notice of such Transfer is given to all other Members.

8.3Right of First Refusal on Hocker Interests. Except as set forth in Section 8.2(b), 8.5 and 8.7, Hocker may not Transfer any portion of its Interest permitted to be Transferred in accordance with Section 8.1 unless Hocker has first complied with the right of first refusal process set forth in this Section 8.3. For purposes of this Section 8.3, if Hocker desires to make a Transfer, and following the consummation of such proposed Transfer, Hocker’s Percentage Share shall be less than 25% (a “HockerDrag Along Transfer”), then the ROFR Interest (as hereinafter defined) shall include, at Rouse’s option as provided below, for all purposes of this Section 8.3, any and all Interest in the Company held by Talmage and Pulliam.

(a)     If Hocker proposes to Transfer a portion of the Hocker Interest in the Company that is permitted to be Transferred in accordance with Section 8.1 (a “Proposed Hocker Transfer”) to a bona-fide third-party purchaser (a “Proposed Hocker Transferee”), then Hocker shall give written notice to Rouse, which notice shall include (i) the name and address of the Proposed Hocker Transferee, together with a certification by Hocker as to whether such Proposed Hocker Transferee is a Qualified Hocker Transferee (and if so, such certification shall include reasonable evidence supporting such designation), (ii) a description of the Interest that is proposed to be transferred to the Proposed Transferee (the “ROFR Interest”), (iii) any information with respect to the Proposed Hocker Transferee’s capital source(s), experience and financial condition available to Hocker (the delivery of which, by Hocker to Rouse, Hocker agrees will not be restricted by the terms of any confidentiality agreement between Hocker and the Proposed Hocker Transferee) and (iv) a true, correct and complete copy of the Binding LOI (which shall expressly provide that it is subject to the right of first refusal process set forth in this Section 8.3), and Hocker shall offer to sell the ROFR Interest to Rouse upon such terms and conditions and in accordance with the provisions hereof (the “First Refusal Offer”).

(b)    Rouse shall have thirty (30) days (the “ROFR Election Period”) following the date of receipt of the First Refusal Offer within which to notify Hocker in writing of Rouse’s election to purchase the ROFR Interest(the “ROFR Election”) and if the Proposed Hocker Transfer constitutes a Hocker Drag Along Transfer, then in such ROFR Election, Rouse may, but shall not be obligated to elect to acquire the Interests of Talmage and Pulliam (the “Drag Along Election”). If the Drag Along Election is exercised, then the ROFR Offered Price shall be adjusted accordingly to reflect the purchase of the Interests of Talmage and Pulliam. If Rouse does not make the ROFR Election prior to the expiration of the ROFR Election Period and

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the Proposed Hocker Transferee is confirmed in writing by Rouse as a Hocker Qualified Transferee, then Hocker shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Hocker Transferee identified in the First Refusal Offer strictly in accordance with the terms of the Binding LOI. If Rouse does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed Hocker Transferee is not a Hocker Qualified Transferee, then Hocker shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Hocker Transferee identified in the First Refusal Offer only if approved in writing by Rouse in its sole and absolute discretion, and strictly in accordance with the terms of the Binding LOI. In no event shall Hocker Transfer such ROFR Interest to the Proposed Hocker Transferee (or any other Person) either for a price less than or on terms more favorable to the Proposed Transferee (or such other Person) than the terms stated in the First Refusal Offer without first offering Rouse the option to purchase such ROFR Interest in the manner set forth above, at the same price and terms agreed upon between Hocker and the Proposed Hocker Transferee. After the expiration of the ninety (90) day period, any applicable Transfer will again be subject to this Section 8.3(a).

(c)    If Rouse makes the ROFR Election prior to the expiration of the ROFR Election Period, then Rouse shall purchase from Hocker, and Hocker shall sell to Rouse at the ROFR Offered Price, the ROFR Interest on the later of (i) the Offer Closing Date or (ii) fifteen (15) days after the expiration of the ROFR Election Period (the “ROFR Closing Date”). Rouse may assign its right to acquire the ROFR Interest (or a portion thereof) to another Person designated by Rouse contemporaneously with the closing under this Section 8.3, provided that Rouse remains liable for such purchase. On the ROFR Closing Date:

(i)Hocker (and if applicable, the other Hocker Members) shall deliver to Rouse (or its designee) a duly executed and acknowledged instrument of assignment transferring the ROFR Interest (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of the Hocker (and if applicable, the other Hocker Members) and the absence of liens and encumbrances on the ROFR Interest and shall contain a provision in which Hocker (and if applicable the other Hocker Members) irrevocably agrees to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation (which indemnification shall be given or guaranteed by a creditworthy party reasonably satisfactory to Rouse);

(ii)Rouse (or its designee) shall pay or cause to be paid the ROFR Offered Price in immediately available funds (except to the extent the Binding LOI provides for any seller financing); provided, however, that the ROFR Offered Price shall be reduced by the aggregate outstanding balance of (i) all Member Loans, including principal, accrued interest, costs and expenses and (ii) any unreimbursed Losses;

(iii) Hocker (and if applicable, the other Hocker Members) shall discharge of record all liens and encumbrances affecting the ROFR Interest, and if Hocker and/or the other Hocker Members fail to do so, Rouse (or its designee) may use any portion of the

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ROFR Offered Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(iv)all items of Company revenue and expense shall be apportioned between the Hocker and Rouse (or, if applicable, between the Members) as of 11:59 p.m. of the day preceding the ROFR Closing Date in accordance with the customs and practices usual in comparable transactions;

(v)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the ROFR Interest for the taxable year of the sale shall be allocated between Hocker (and if applicable, the other Hocker Members) and Rouse by closing the books of the Company as of the day preceding the ROFR Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated between Hocker (and if applicable, the other Hocker Members) and Rouse by closing the books of the Company with respect to such items;

(vi)any customary transaction expenses (including transfer and recordation taxes) which are actually required to be paid in connection with the transfer of the ROFR Interest will be paid in accordance with the Binding LOI; provided, however, that each of the Receiving Member’s and Offering Member’s professional costs and expenses shall be Company Expenses;

(vii)Net Cash From Operations up to (but not including) the ROFR Closing Date shall be distributed in accordance with the provisions of Article III; and

(viii)in the case of a sale by Hocker (or if applicable, the other Hocker Members) of its entire Interest, the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker (and if applicable, the other Hocker Members) from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.4Tag Along. If either Rouse or Hocker (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor

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shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-provided.

8.5Intentionally Omitted.

8.6Intentionally Omitted.

8.7Call Option.

(a)At any time following (i) the third (3^rd) anniversary of the Effective Date, (ii) a Hocker Estate Trigger Date, or (iii) the Call Trigger Date, Rouse shall have the option, but not the obligation, to deliver written notice (the “Call Notice”) to the Hocker Members of Rouse’s exercise of its right to purchase the Hocker Members’ entire Interest in the Company (the “Called Interest”). The Called Interest shall be deemed to include the Interests of Talmage and Pulliam.

(b)The purchase price of the Called Interest (the “Call Price”) shall be determined by multiplying (i) the Percentage Share of the Called Interest, times (ii) the Fair Market Value of the Company as a whole determined as of the date of the Call Notice as if (A)  the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase of the Called Interest); and (C)  the net proceeds were distributed to the Members in complete liquidation of the Company; provided, that, the amount of any Member Loan owed by the holder of the Called Interest to Rouse shall be deducted from the Call Price, as shall any undisputed Losses for which Rouse has not been indemnified, provided that the amount of any claimed Losses for which Rouse has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the final judgment of a court of competent jurisdiction. In the event that Rouse and Hocker are unable to agree upon the Fair Market Value within thirty (30) days after the date of the Call Notice, then the Fair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”):

(i)Promptly following the expiration of the foregoing thirty (30) day period, Rouse and Hocker (for purposes of this Section 8.7, the “Call Members”) shall use commercially reasonable efforts to agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof.

(ii)Within ten (10) days of the appointment of the Arbitrator, the Call Members shall each separately submit to the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any

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Proposed FMV, no Call Member may make any additions, deletions, or changes in such Proposed FMV. If either Call Member fails to submit its Proposed FMV to the arbitrator within such time period, time being of the essence with respect thereto, such Call Member shall be deemed to have irrevocably waived its right to submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the submitting Party as the proper amount of the Fair Market Value of the Company, and such Proposed FMV shall be deemed the Arbitrated Fair Market Value.

(iii)If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement or Proposed FMVs submitted by the Call Members. The Arbitator’s determination of Arbitrated Fair Market Value shall be binding upon the Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of the Call Price.

(c)The closing of the purchase shall occur on a date specified in the Call Notice (the “Call Closing Date”) that is not earlier than the fifteenth (15th) day after determination of the Call Price and not later than the thirtieth (30th) day after determination of the Call Price, and at a place designated by Rouse. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Called Interest on the Call Closing Date. On the Call Closing Date:

(ii) The Hocker Members shall deliver to Rouse (or an Affiliate it designates) duly executed and acknowledged instruments of assignment transferring the Called Interest to Rouse (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and or capacity of Hocker, Talmage and Pulliam, and the absence of liens and encumbrances on the Called Interest and shall contain a provision in which Hocker, Talmage and Pulliam irrevocably agree to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation;

(iii)Rouse shall pay or cause to be paid the Call Price to the Hocker Members, at Hocker’s option, in any combination of (y) cash and (z) common stock of Rouse Parent and/or common units of Rouse LP, such common stock and/or common units having a market value determined as of the Call Closing Date equal to the portion of the Call Price that is not paid in cash; provided, however, that Rouse may, in its sole discretion, elect to pay the Call Price entirely in cash, in which instance Rouse shall be responsible for the payment of an additional amount to the Hocker Members equal to the taxes incurred by the Hocker Members as a result of the exercise of the Call Option, as reasonably determined by Rouse and Hocker (including any tax liability incurred on account of such additional payment by Rouse), with the amount of such taxes being determined by multiplying the gain realized by the Hocker Members

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on the sale by the maximum combined federal and Kentucky individual income tax rates (taking into account the character of the income as ordinary or capital gains and taking into account the deductibility of state and local taxes for federal income tax purposes);

(iv)the Hocker Members shall or shall cause the discharge of record of all liens and encumbrances affecting the Called Interest, and if Hocker Members fails to do so, Rouse (or its designee) may use any portion of the Call Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(v)all items of Company revenue and expense shall be apportioned between the Members as of 11:59 p.m. of the day preceding the Call Closing Date in accordance with the customs and practices usual in comparable transactions;

(vi)the Call Purchase Price shall be decreased by (A) an amount equal to (a) the aggregate amount of all Capital Contributions made by Rouse during the period between the date of the Call Notice and the Call Closing Date that relate to amounts due to tenants under leases signed prior to the date of the Call Notice, times (b) the Percentage Share of the Called Interest; and (B) any Distributions distributed to the holders of the Called Interest pursuant to the applicable provisions of Article III on account of their respective Interest(s) during such period;

(vii)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Called Interest for the taxable year of the sale shall be allocated among the Members by closing the books of the Company as of the day preceding the Call Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated among the Members by closing the books of the Company with respect to such items;

(viii)any customary transaction expenses (including transfer and recordation taxes) in connection with the transfer of the Called Interest will be Company Expenses and the Call Price shall be reduced by the Hocker Members’ aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses;

(ix)Net Cash From Operations up to (but not including) the Call Closing Date shall be distributed in accordance with the provisions of Article III;

(x)If the consideration for the Call Price includes common units in Rouse Properties LP, Hocker and Rouse shall enter into a Tax Protection Agreement, substantially in the form attached hereto as Exhibit D; and

(xi) the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker, Talmage and

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Pulliam from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.8Put Option.

(e)During the thirty-day (30) period beginning on the third (3^rd) anniversary of the Effective Date, and provided the Call Option has not already been exercised in accordance with Section 8.7, Hocker shall have the one-time option to deliver written notice (the “Put Notice”) to Rouse of Hocker’s exercise of its right to cause Rouse to purchase the Hocker Members’ entire Interest in the Company (the “Put Interest”). Additionally, during the thirty-day period (30) beginning on October 1, 2015, Talmage and Pulliam (each an “Other Hocker Member”) shall each have the one-time option to deliver a Put Notice to Rouse of such Other Hocker Member’s exercise of its right to cause Rouse to purchase such Other Hocker Member’s entire Interest in the Company (the “Other Put Interest”). If the Other Put Interest is exercised, the Put Price of the Other Put Interest shall be equal to (i) the purchase price per 1.00% limited partnership interest paid by Purchaser to the Coffin Parties under the PSA in exchange for the Coffin Parties’ limited partnership interests in Tup 130 Kentucky, times (ii) the Percentage Share of the Other Put Interest in the Company.

(f)The purchase price of the Put Interest (the “Put Price”) shall be determined in accordance with the procedures set forth in Section 8.7(b) hereof relating to the determination of the Call Price.

(g)The closing of the purchase shall occur on a date determined by Rouse (the “Put Closing Date”) that is not earlier than the fifteenth (15th) day after delivery of the Put Notice and not later than the thirtieth (30th) day after delivery of such Put Notice, and at a place designated by Rouse. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Put Interest on the Put Closing Date. On the Put Closing Date:

(i) The Hocker Members shall deliver to Rouse (or an Affiliate it designates) a duly executed and acknowledged instrument of assignment transferring the Put Interest to Rouse (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of Hocker, Talmage and Pulliam, and the absence of liens and encumbrances on the Put Interest and shall contain a provision in which Hocker, Talmage and Pulliam irrevocably agree to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation;

(ii)Rouse shall pay or cause to be paid the Put Price to the Hocker Members, at Rouse’s option, in any combination of (y) cash and (z) common stock of Rouse Parent, such common stock having a market value determined as of the Put Closing Date equal to the portion of the Put Price that is not paid in cash;

(iii)the Hocker Members shall or shall cause the discharge of record of all liens and encumbrances affecting the Put Interest, and if Hocker Members fail to do so, Rouse

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(or its designee) may use any portion of the Put Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(iv)all items of Company revenue and expense shall be apportioned between the Members as of 11:59 p.m. of the day preceding the Put Closing Date in accordance with the customs and practices usual in comparable transactions;

(v)the Put Price shall be decreased by (A) an amount equal to (a) the aggregate amount of all Capital Contributions made by Rouse during the period between the date of the Put Notice and the Put Closing Date that relate to amounts due to tenants under leases signed prior to the date of the Put Notice, times (b) the Percentage Share of the Put; and (B) any Distributions distributed to the holders of the Put Interest pursuant to the applicable provisions of Article III on account of their respective Interest(s) during such period;

(vi)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Put Interest for the taxable year of the sale shall be allocated among the Members by closing the books of the Company as of the day preceding the Put Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated among the Members by closing the books of the Company with respect to such items;

(vii)any customary transaction expenses (including transfer and recordation taxes or increases in the assessed value of the Property) in connection with the transfer of the Put Interest will be Company Expenses and the Put Price shall be reduced by the Hocker Members aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses;

(viii)Net Cash From Operations up to (but not including) the Put Closing Date shall be distributed in accordance with the provisions of Article III; and

(ix) the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker, Talmage and Pulliam from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.9Forced Sale.

(a)If Hocker is a Forced Sale Eligible Initiator, Hocker shall have the right to elect to cause the sale of the Company Assets to a bona fide third-party purchaser by delivering notice (the “Forced Sale Notice”) to Rouse (as the case may be) of such election, subject to the further provisions of this Section 8.9. Following delivery of a Forced Sale Notice, the Hocker Members shall be deemed the “Forced Sale Initiator”, and Rouse shall be deemed the “Forced Sale Recipient”. The Forced Sale Notice shall contain an estimate made by the Forced Sale

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Initiator in its sole discretion of the all cash gross purchase price an unaffiliated third party would pay for the Company Assets in a bona fide arm’s length sale (“Stipulated Sale Price”).

(b)Forced Sale Recipient shall have ten Business Days (10) following the receipt of a Forced Sale Notice to deliver a notice (the “Property Sale Response Notice”) to the Forced Sale Initiator in which it may elect to purchase the Interests of the Forced Sale Initiator (the “Forced Sale Interests”) in accordance with Section 8.10 for a sum equal to the amount that would be distributed to the Forced Sale Initiator had the Company Assets been sold for the Stipulated Sale Price (the “Interest Purchase Price”); provided, however, that if the Forced Sale Recipient is a Put Defaulting Member, such Forced Sale Recipient shall be deemed to have elected to not acquire the Forced Sale Interests and the terms of Section 8.9 (d) shall apply; provided, further, that if the Forced Sale Recipient is Rouse, the Forced Sale Interests shall be deemed to include the Interests of Talmage and Pulliam.

(c)If the Forced Sale Recipient elects to purchase the Forced Sale Interests then the provisions of Section 8.10 shall apply.

(d)If the Forced Sale Recipient elects not to acquire the Forced Sale Interests, fails to timely deliver a Property Sale Response Notice, or fails to timely deliver the Interest Sale Deposit pursuant to Section 8.10, the Managing Member shall market the Company Assets for sale and accept on behalf of the Company (and/or the applicable Company Subsidiary) an offer for the purchase of the Company Assets on commercially reasonable terms meeting the following criteria (a “Property Sale Offer”):

(i)the Property Sale Offer shall be for the purchase by an unaffiliated entity of all (but not less than all) of the Company Assets for cash for a gross purchase price in an amount not less than ninety-five percent (95%) of the Stipulated Sale Price;

(ii)the Property Sale Offer shall provide for the closing for the purchase of the Company Assets not sooner than fifteen (15) days nor later than thirty (30) days after the date of delivery by a Property Sale Response Notice (or the date that the Forced Sale Recipient was deemed to have not timely delivered a Property Sale Response Notice, if the Forced Sale Recipient failed to deliver a Property Sale Response Notice);

(iii)the Property Sale Offer shall require the entire purchase price for the Company Assets to be due and payable by wire transfer of immediately available federal funds at the closing of the sale of the Company Assets; and

(iv)the Property Sale Offer must cap the Company’s liability for breaches of representations and warranties at not more than 2% of the gross sales price.

(e)The Managing Member shall accept a Property Sale Offer for and on behalf of the Company (and/or the applicable Subsidiary). Notwithstanding anything to the contrary contained in this Agreement, the Managing Member shall be authorized to execute all commercially reasonable documents on behalf of the Company (and/or the applicable Subsidiary)as shall be required in order to market, close and consummate the sale of the

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Company Assets pursuant to the terms and provisions of an accepted Property Sale Offer (including, without limitation, a commercially reasonable brokerage agreement, the contract of sale and amendments and modifications thereto); provided, however, that no such documents shall (i) provide for disproportionate (i.e., other than based upon the applicable Percentage Share) liability on the part of any Member, (ii) reduce the contract purchase price below ninety-five percent (95%) of the Stipulated Sale Priceor (iii) in the case of a brokerage agreement, provide for the payment of a commission (as opposed to reimbursement of out-of-pocket expenses) unless and until a sale is consummated and title is transferred.

(f)The Forced Sale Recipient and Forced Sale Initiator shall cooperate with the Managing Member in connection with a proposed sale of the Company Assets pursuant to the terms of this Section 8.9.

(g)If a sale of the Company Assets is not closed in accordance with the terms of this Section 8.9 within such thirty (30) day period, then either the Forced Sale Initiator or the Forced Sale Recipient, by notice to the other, may withdraw the Company Assets for sale, and, from and after the date such withdrawal notice is given, neither party may elect to sell the Company Assets without again delivering a Forced Sale Notice in accordance with the terms hereof.

(h)Notwithstanding anything to the contrary set forth herein, in the event any rights under Section 8.5 shall be exercised prior in time to the exercise of any rights under this Section 8.9 with respect to the Company Assets, the rights under Section 8.5 shall supersede any other right existing pursuant to this Section 8.9 (and the Forced Sale Initiator shall not be entitled to exercise any right under this Section 8.9 with respect to the Company Assets until such time as the procedures under Section 8.5 have been terminated).

8.10Forced Sale Recipient Purchase.

(a)A Forced Sale Recipient that elects to purchase the Forced Sale Interests shall, simultaneously therewith, deliver to a mutually-acceptable third party escrow agent (the “Forced Sale Escrow Agent”) an amount equal to five percent (5%) of the Interest Purchase Price (the “Interest Sale Deposit”).

(b)The purchase and sale of the Interest of the Forced Sale Initiator shall be on a date (the “Forced Sale Closing Date”) designated by the Forced Sale Recipient that is not earlier than the fifteenth (15^th) day after delivery of the Property Sale Response Notice and not later than the thirtieth (30th) day after delivery of Forced Sale Recipient and at a place designated by the Forced Sale Recipient in New York, New York. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Interest(s) of the Forced Sale Initiator on the scheduled Forced Sale Closing Date. On the Forced Sale Closing Date:

(i)the Forced Sale Initiator shall deliver to the Forced Sale Recipient (or a designated Affiliate) a duly executed and acknowledged instrument of assignment transferring the Interest(s) of the Forced Sale Initiator to the Forced Sale Recipient (or the

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designated Affiliate) free and clear of all encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of the Forced Sale Initiator, and the absence of encumbrances on such Interest(s) and shall contain a provision indemnifying and holding the Forced Sale Recipient (or the designated Affiliate) harmless from any loss, liability, cost or expense (including reasonable attorneys’ fees) that may be incurred by reason of any breach of such representation (which indemnification shall be given or guaranteed by a creditworthy party reasonably satisfactory to the Forced Sale Recipient (or the designated Affiliate));

(ii)the Forced Sale Recipient shall pay or cause to be paid the Interest Purchase Price (minus the Interest Sale Deposit, together with any interest accrued thereon, and as adjusted by the credits and apportionments herein set forth) to the Forced Sale Initiator in cash in immediately available funds, or, if the Forced Sale Recipient shall be Rouse, then, at Hocker’s option the Interest Purchase Price may be paid by delivery to Hocker of any combination of (y) cash and (z) common stock of Rouse Parent and/or common units of Rouse LP such common stock and/or common units having a market value determined as of the Forced Sale Closing Date equal to the portion of the Interest Purchase Price that is not paid in cash, and the Forced Sale Escrow Agent shall deliver the Interest Sale Deposit, together with any interest accrued thereon, to the Forced Sale Initiator; provided, however, that the Interest Purchase Price shall also be reduced by the aggregate outstanding balance of all Member Loans, including principal, accrued interest, costs and expenses and any unreimbursed Losses;

(iii)the Forced Sale Initiator shall discharge of record all liens and encumbrances affecting the Interest of the Forced Sale Initiator, and if the Forced Sale Initiator fail(s) to do so, the Forced Sale Recipient (or the designated Affiliate) may use any portion of the Interest Purchase Price to pay and discharge any such liens and/or encumbrances and any related expenses and adjourn the closing for such period as may be necessary for such purpose;

(iv)Distributions up to (but not including) the Forced Sale Closing Date shall be distributed in accordance with the applicable provisions of Article III;

(v)the Interest Purchase Price shall be decreased by (A) the aggregate amount of all Capital Contributions made by Rouse on account of its Interest during the period between the date of the Forced Sale Notice and the Forced Sale Closing Date that relate to either (i) amounts due to tenants under leases signed prior to the date of the Forced Sale Notice or (ii) any capital expenditures that have been budgeted prior to the date of the Forced Sale Notice (it being agreed that the Hocker Members shall have no obligation to make any such Capital Contributions after the date of the Forced Sale Notice) and (B) any Distributions distributed to the Forced Sale Initiator pursuant to the applicable provisions of Article III;

(vi)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Interest(s) of the Forced Sale Initiator for the taxable year of the sale shall be allocated between the Forced Sale Initiator and the Forced Sale Recipient by closing the books of the Company as of the day preceding the Forced Sale Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event

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items attributable to any extraordinary non-recurring items of the Company shall be allocated between the Forced Sale Initiator and the Forced Sale Recipient by closing the books of the Company with respect to such items;

(vii)all items of Company revenue and expense shall be apportioned between the Forced Sale Initiator and the Forced Sale Recipient as of 11:59 p.m. of the day preceding the Forced Sale Closing Date in accordance with the customs and practices usual in comparable transactions;

(viii)any customary transaction expenses (including transfer and recordation taxes or increases in the assessed value of the Property) in connection with the transfer of the Forced Sale Interests will be Company Expenses and the Interest Purchase Price shall be reduced by the Hocker Members aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses; and

(ix)the Members shall execute, acknowledge and deliver, or will cause to be executed, acknowledged and delivered, all such further acts, documents and instruments as may be reasonably required in order to carry out and effectuate fully the transactions herein contemplated in accordance with this Section 8.10.

8.11Corresponding Elections; Companion Agreements. In addition to the conditions and requirements set forth herein, the exercise by any Member of its rights under any of Sections 8.3, 8.4, 8.7, 8.8 or 8.9 shall not be effective unless the same election is made pursuant to the corresponding provisions of each of the Companion Agreements, pursuant to the terms thereof, to the extent such Member is a party to the Companion Agreements.

8.12Assignees. If, pursuant to a Transfer of an Interest by operation of law and without violation of Section 8.12 hereof (or pursuant to a Transfer that the Company is required to recognize notwithstanding any contrary provisions of this Agreement), a Person acquires an Interest, but is not admitted as a Substituted Member pursuant to Section 8.12 hereof, then such Person:

(a)Shall, except as provided in Section 8.11(b) below, have no right to participate in the business and affairs of the Company or to exercise any rights of a Member under this Agreement or the Act; and

(b)shall share in distributions with respect to the transferred Interest on the same basis as the transferring Member, provided that any damages to the Company a result of such Transfer shall be offset against amounts that would otherwise be distributed to such Member.

8.13Substituted Members. Except for any Transfer made in accordance with Section 8.2 above, no Person taking or acquiring, by whatever means, all of the Interest of any Member shall be admitted as a substituted Member in the Company (a “Substituted Member”) without the written consent of the Managing Member and Hocker, which consent may be

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withheld or granted in the sole and absolute discretion of Managing Member and Hocker, respectively.

8.14Distributions in Respect of Transferred Interests. If any Interest is transferred during any accounting period in compliance with the provisions of this Article VIII, then all distributions before the date of such Transfer shall be made to the transferor, and all distributions on and after the date of such Transfer shall be made to the transferee.

IX.CONFIDENTIALITY

9.1Proprietary Information. The Members agree that all information, disclosures embodying business affairs and activities, including but not limited to the identification of tenants, customer/tenant information, financial information pertaining to the Company, its Subsidiaries or their respective customers, tenants or prospects, furnished by Rouse or a Representatives (as defined below) in connection with the formation of the Company and the Subsidiary, the operation of the Property and all transactions related thereto (including, without limitation, information related to any leases of the Property and the tenants thereof), whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is referred to in this Agreement as “Proprietary Information.” Proprietary Information does not include, however, information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, and (b) was available to Hocker Member on a non-confidential basis prior to its disclosure by Rouse. As used in this Agreement, the term “Representative” means, as to any Person, such Person’s Affiliates and its and their partners, members, shareholders, directors, officers, employees, agents, advisors (including, without limitation. financial advisors, counsel and accountants) and controlling persons. The provisions of this Article IX shall survive any dissolution of the Company or the Transfer of Investor Member’s Interest in the Company or the Transfer of any ownership interests in Investor Member, as the case may be.

9.2Members’ Covenants. The Members covenant and agree:

(1) that all Proprietary Information is and remains the sole and exclusive property of the Company;

(2) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than those of its Representatives, current and prospective lenders and as otherwise permitted in this Article IX; provided, that such Representatives agree to observe the terms of this Agreement as if they were a party to it (although Investor Member will not be responsible for any breach of this covenant of confidentiality by any such Representative); and

(3) not to use the Proprietary Information for any purpose other than in connection with its membership in the Company.

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9.3Rights. Notwithstanding the above, the Members acknowledge and agree that so long as any Member is a subsidiary of a publicly-traded company, such Member shall be permitted to: (a) make an initial press release with respect to this Agreement and the transactions contemplated hereby, and (b) make any filing with any governmental entity or issue any release as required by law or the rules of the New York Stock Exchange, in each such case, provided that the disclosing Member makes commercially reasonable efforts to consult with the other Member in advance and in any event will notify the other Member as soon as practicable. In addition, notwithstanding anything to the contrary contained in this Article IX, the Members may disclose Proprietary Information (i) if compelled to do so by law or a court order of a court of competent jurisdiction; (ii) in connection with the exercise or enforcement of its rights under this Agreement and/or any other agreement executed in connection therewith; or (iii) any Transfer permitted hereunder or under the Portfolio Venture Agreement.

X.AMENDMENTS TO THE AGREEMENT

This Agreement may only be amended with the prior written consent of Rouse and Hocker.

XI.DEFINITIONS

Unless the context otherwise requires, the following terms (and singular or plural thereof) used in this Agreement shall have the meanings set forth below:

“2-Year Capital Plan” shall mean that certain Cosmetic Capital Plan attached hereto as Exhibit E.

“5-Year Capital Plan” shall mean that certain Deferred Maintenance Capital Plan attached hereto as Exhibit F.

“Acquisition Financing” means that certain loan in the amount of $67,000,000 made by Barclays Bank PLC to Property Owner and Market Place Property Owner.

“Act” shall mean the Delaware Limited Liability Company Law, chapter 18 of the consolidated laws of the State of Delaware Section 18-101, et seq., as it may be amended from time to time, and any successor to the Act.

“Additional Budget Expenditure” shall mean any additional required capital set forth in any Approved Budget.

“Additional Capital Contributions” shall have the meaning set forth in Section 2.3(a).

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with any other Person. Without limiting the generality of the foregoing, for the purposes of this definition, “control” of a Person means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise, and

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(ii) the beneficial ownership of greater than fifty percent (50%) of the outstanding equity securities of, or other ownership interests in, such Person.

“Affiliate Agreement” means the agreements referenced in Schedule IV and any other agreement between or among (x) the Company and/or any Subsidiary, on the one hand, and (y) any Member or an Affiliate thereof, on the other hand.

“Agreement” shall mean this Limited Liability Company Agreement, as may be amended from time to time by amendments duly executed and delivered pursuant to the terms hereof.

“Agreement of Merger” means that certain Joint Agreement and Plan of Merger and Inducement Agreement dated as of the date hereof by and among the Company, the Predecessor Partnership, the Members and certain other parties thereto.

“Appraiser” means an independent licensed real estate broker or appraiser that is independent and unaffiliated with the Parties who has either a national presence in the United States or a presence in the area where the Property is located, is a member of the Appraisal Institute with an MAI designation and has been actively engaged in the business of real estate brokerage of similar types of properties for a period of not less than ten (10) years immediately preceding appointment under this Agreement.

“Approved Accountant” means Ernst & Young, Deloitte, PricewaterhouseCoopers LLP, KPMG LLP, Berdon LLP and any other accounting firm approved by the Members.

“Approved Budget” shall have the meaning set forth in Section 6.10.

“Arbitrated Fair Market Value” shall have the meaning set forth in Section 8.7(b).

“Arbitration” shall have the meaning set forth in Section 12.3.

“Arbitrator” shall have the meaning set forth in Section 8.7(b).

“AT/AML Laws” shall have the meaning set forth in Section 1.8(c).

“Authorized Representative” shall mean a representative of a Member with the authority to act on behalf of such Member.

“Agreement of Merger” has the meaning set forth in the Recitals.

“Bad Acts” shall have the meaning set forth in Section 6.9.

“Bankrupt” or “Bankruptcy” shall mean, with respect to any Person, such Person’s filing or otherwise voluntarily commencing a case or proceeding or filing an answer or other pleading in any proceeding seeking relief under any federal or state bankruptcy, insolvency or moratorium law, or an involuntary subject of an order for relief by any court under any such law, or being adjudicated a “bankrupt,” “debtor” or “insolvent” under any such law, or there being

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appointed under any such law a “trustee,” “receiver” or “custodian” to manage its business or properties, or there being commenced under any such law a case or proceeding proposing such an order for relief, adjudication or appointment with respect to such Person or its business, which proceeding is consented to by such Person or which is not dismissed within one hundred twenty (120) days after being commenced.

“Binding LOI” means a validly executed and enforceable letter of intent between Hocker and the Proposed Hocker Transferee that contains binding terms and provisions addressing: (i) the description of all the rights and interests to the be transferred by Hocker to Proposed Hocker Transferee, (ii) the ROFR Offered Price, the deposit required from Proposed Hocker Transferee and whether the transaction is subject to any seller financing, (iii) any non-customary closing prorations or apportionments, (iv) liabilities to be assumed by Proposed Hocker Transferee and those to be retained by Hocker, if any, (v) indemnities to be given by each of Hocker and the Proposed Hocker Transferee, (v) all material closing conditions, (vi) any due diligence or other contingencies, (vii) the Offer Closing Date, (viii) the survival of any representations, warranties, covenants, liabilities or obligations and any deductibles and/or caps on liability and (ix) any other material terms or conditions of the proposed transaction.

“Blocked Person” shall have the meaning set forth in Section 1.8(c).

“Book Income or Loss From Capital Events” shall mean all items of Book income and gain and all items of Book loss and deduction from the sale or other disposition of the Property or a Subsidiary in which gain or loss is recognized pursuant to Section 704(b) of the Code and the regulations thereunder.     

“Book Income or Loss From Operations” shall mean Book income or loss other than Book Income or Loss From Capital Events.

“Breaching Member” shall have the meaning set forth in Section 6.9.

“Business Day” means any Monday through Friday on which commercial banks are authorized to do business and are not required by law or executive order to close in New York City.

“CPI Index” shall mean the Consumer Price Index – All Urban Consumers, Northeast Urban, Base Period 1982-1984 = 100, as published by the Bureau of Labor Statistics, United States Department of Labor.

“Call Closing Date” shall have the meaning set forth in Section 8.7(c).

“Call Notice” shall have the meaning set forth in Section 8.7(a).

“Call Members” shall have the meaning set forth in Section 8.7(b).

“Call Price” shall have the meaning set forth in Section 8.7(b).

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“Call Trigger Date” shall mean any date on which (i) the aggregate outstanding balance (including, without limitation, principal, interest, costs and expenses) of all Member Loans and (ii) the aggregate amount of any unreimbursed Losses, whether under this Agreement or the Companion Agreements, shall exceed $10,000,000.00 in the aggregate.

“Called Interest” shall have the meaning set forth in Section 8.7(a).

“Capital Account” shall have the meaning set forth in Appendix A attached hereto.

“Capital Call” shall have the meaning set forth in Section 2.3.

“Capital Call Expenditure” shall mean any Capital Plan Expenditure, Emergency Expenditure, Non-Controllable Expenditure, Additional Budget Expenditure or any other expense otherwise provided for in Article VI.

“Capital Contribution” shall mean, collectively, the Initial Capital Contributions and the Additional Capital Contributions.

“Capital Plans” shall mean, collectively, the 2-Year Capital Plan and 5-Year Capital Plan.

“Capital Plan Expenditure” shall mean any additional required capital set forth in any Capital Plan.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Any reference to the Code shall automatically include a reference to any subsequent or successor internal revenue code or law, and any reference to a particular Section of the Code shall automatically include reference to corresponding provisions of subsequent or successor code or law.

“Companion Agreements” shall mean the TUP 330 LLC Agreement and the TUP 430 LLC Agreement.

“Companion Companies” shall mean TUP 330 Company LLC and TUP 430 Parent LLC, each a Delaware limited liability company.

“Company” shall mean TUP 130 Parent, LLC, a Delaware limited liability company.

“Company Assets” means all right, title and interest in and to all or any portion of the directly or indirectly held assets of the Company and any Subsidiary (prorated where applicable to reflect the Company’s percentage interest in such Subsidiary) and any property (real, personal, tangible or intangible) or estate acquired in exchange therefor or in connection therewith, and including the Property and any ancillary or incidental assets arising out of or pertaining to the ownership, operation or development of any of the foregoing.

“Company Expenses” shall mean those operating and administrative expenses incurred by the Company or any Subsidiary in accordance with the Approved Budget.

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“Competing Property” has the meaning set forth in Section 1.9(d).

“Compliance Action” shall have the meaning set forth in Section 6.3.4.

“Consulting Agreement” means that certain Property Management Consulting Agreement dated as of the date hereof between DHA and the Management Company, pursuant to which DHA agrees to provide certain consulting services to the Management Company.

“Control” or “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise.

“Corp” shall have the meaning set forth in the introductory paragraph.

“Declared Value” shall have the meaning set forth in Section 8.5(b).

“Deemed Approval Amendments” has the meaning set forth in Section 6.11.

“Distribution” has the meaning set forth in Section 3.1

“Distribution Period” has the meaning set forth in Section 3.2.

“Distribution Reduction Limit” shall have the meaning set forth in Section 6.11.

“Drag Along Election” shall have the meaning set forth in Section 8.3(b).

“Effective Date” shall have the meaning set forth in Section 1.7.

“Emergency Action” shall mean an action that, in the Managing Member’s good faith business judgment, is reasonably necessary to (a) prevent an immediate threat to the health, safety or welfare of any person to whom the Company or any Subsidiary would be liable or responsible in the event of such person's injury or death, (b) prevent immediate physical damage or loss to any portion of any Property or any of the other property and assets of the Company or any Subsidiary, (c) avoid the suspension of any service necessary to the continued operation of any portion of any Property, or (d) avoid criminal or civil liability on the part of the Company, any Subsidiary or any Member.

“Emergency Expenditures” shall mean an expenditure necessary under circumstances that, in the good faith judgment of the Managing Member, constitutes an event or condition requiring prompt action (a) for protection of the Property from danger, damage or destruction, (b) for the protection of the Company’s right, title and interest in the Property, (c) for the protection and maintenance of the integral operation and/or the structure of the Property in order to comply with laws, lease obligations or any other contractual obligations or (d) for the avoidance of a significant risk of personal injury or property damage to occupants, tenants or other persons.

“Failed Contribution” shall have the meaning set forth in Section 2.3(b).

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“Fair Market Value” means, as of the date of determination, the fair market value of the Company’s assets free and clear of all liens and encumbrances.

“First Refusal Offer” shall have the meaning set forth in Section 8.3(a).

“Forced Sale Closing Date” shall have the meaning set forth in Section 8.10(b).

“Forced Sale Eligible Initiator” shall mean: Hocker (i) following Rouse’s default in its obligations to close the purchase of the Put Interest as contemplated by Section 8.9 hereof following delivery of a Put Notice (Rouse under this subsection (i) shall be deemed a “Put Defaulted Member”); (ii) if Rouse has not delivered a Call Notice by the two (2) year anniversary of a Hocker Estate Trigger Date; and (iii) following a Rouse De-list Date.

“Forced Sale Escrow Agent” shall have the meaning set forth in Section 8.10(a).

“Forced Sale Initiator” shall have the meaning set forth in Section 8.9(a).

“Forced Sale Interests” shall have the meaning set forth in Section 8.9(b).

“Forced Sale Notice” shall have the meaning set forth in Section 8.9(a).

“Forced Sale Recipient” shall have the meaning set forth in Section 8.9(a).

“Fiscal Year” shall have the meaning set forth in Section 4.2(b).

“Hocker” shall have the meaning set forth in the introductory paragraph.

“Hocker Affiliate” shall have the meaning set forth in Section 8.2(b).

“Hocker Distribution Share” shall have the meaning set forth in Section 3.1(b).

“Hocker Drag Along Transfer” shall have the meaning set forth in Section 8.3.

“Hocker Estate Trigger Date” shall mean the date of the death or incapacity of David Hocker.

“Hocker Members” shall have the meaning set forth in the introductory paragraph.

“Hocker Unadjusted Distributions” means the distribution of Net Cash From Operations that the Hocker Members would have received for the applicable distribution period had there been, as applicable, (y) no Member Loans outstanding and (z) no Deemed Approval Amendments to the Capital Plan.

“Hocker Termination Date” shall mean the date on which (i) Hocker ceases to be willing or able to provide the services provided for in the Consulting Agreement, or is otherwise in default thereunder, (ii) Hocker’s Percentage Share shall equal less than twenty-five percent (25%) or (iii) any of the Hocker Members are in monetary or material non-monetary default under any of the Joint Venture Documents beyond any applicable notice and cure period;

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provided, that if a termination under clause (i) above is disputed, then such dispute shall be submitted to arbitration under Section 12.3 and no Hocker Termination Date shall be deemed to have occurred unless the Arbitrator finds that such termination was valid.

“Independent Activity/Activities” shall have the meaning set forth in Section 1.9(a).

“Initial Capital Contributions” means the amounts set forth on Schedule I under the heading “Initial Capital Contributions.”

“Interest” shall mean the ownership interest of a Member in the Company at any particular time, any and all benefits to which the Member may be entitled under this Agreement and the obligations, if any, of the Member under this Agreement.

“Interest Purchase Price” shall have the meaning set forth in Section 8.9(b).

“Interest Sale Deposit” shall have the meaning set forth in Section 8.10(a).

“Joint Venture Documents” shall mean this Agreement, the Purchase and Sale Agreement, the Management Agreement, any Affiliate Agreement, the Companion Agreements, and any amendments or modifications of any of the foregoing.

“Losses” shall have the meaning set forth in the Agreement of Merger.

“Major Decisions” shall have the meaning set forth in Section 6.3.1.

“Major Decision Impasse” shall have the meaning set forth in Section 6.3.3.

“Major Decision Request” shall have the meaning set forth in Section 6.3.2.

“Management Agreement” shall mean that certain Management Agreement, by and between Property Owner, Market Place Property Owner and Outlots Property Owner and the Management Company dated as of the date hereof, as amended or modified from time to time as provided herein.

“Management Company” shall mean Rouse Management Company, LLC.

“Managing Member” shall mean (i) Rouse upon the execution and delivery of this Agreement or (ii) any permitted assignee of Rouse’s Interest pursuant to Section 8.2 (a).

“Market Place Property Owner” means TUP 430 Company LLC, a Delaware limited liability company.

“Member Loan” shall have the meaning set forth in Section 2.3(b).

“Members” shall mean Rouse, Corp, Hocker, Talmage and Pulliam, and their respective successors and assigns or other Persons admitted as members of the Company pursuant to this Agreement.

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“Net Cash Flow” means all Net Cash From Operations, Net Cash From Refinancings and Net Cash From Sales.

“Net Cash From Operations” means (x) the gross cash proceeds to the Company and the Subsidiaries from operations, less (y) the portion thereof used to pay (or establish reserves for) actual operating expenses and capital expenditures of the Company and the Subsidiaries, including but not limited to real estate taxes, insurance, management and leasing fees, landlord work, tenant inducement costs, debt payments and all required lender reserves, ground rent, capital improvements, replacements and contingencies, Non-Controllable Expenditures, Emergency Expenditures and other operating expenses set forth in the Approved Budget. Any gross cash proceeds of the Company and its Subsidiaries from operations which were used to establish reserves shall be treated as Net Cash From Operations if they are subsequently released.

“Net Cash From Refinancings” means the gross cash proceeds from all financings or refinancings of one or more of the Company Assets or the Company, less the portion thereof used to pay or establish reserves for Company Expenses, debt payments, capital improvements, replacements, mortgage procurement costs or other costs and expenses incurred in connection with the refinancing, including title, survey, engineering, environmental, appraisal, brokerage expenses, lender fees, attorneys’ and other professional fees incurred in obtaining such gross cash proceeds and contingencies, in each case in accordance with the Approved Budget or as otherwise determined by the Managing Member. Company Expenses shall be paid and reserves shall be funded first from the cash sources taken into account in computing Net Cash From Operations, and if such amounts are insufficient to pay Company Expenses and fund reserves, cash sources taken into account in computing Net Cash From Sales or Net Cash From Refinancings shall be used for such purpose. Any gross cash proceeds of the Company and its Subsidiaries from any such financing or refinancing which were used to establish reserves shall be treated as Net Cash From Refinancings if they are subsequently released.

“Net Cash From Sales” means the gross cash proceeds from all sales or other dispositions (other than leases in the ordinary course of the Company’s or any Subsidiary’s business) of the Company Assets, less the portion thereof used to pay or establish reserves for Company Expenses, debt payments, capital improvements, replacements, mortgage procurement costs or other costs and expenses incurred in connection with the sale, including title, survey, engineering, environmental, appraisal, brokerage expenses, attorneys’ and other professional fees incurred in obtaining such gross cost proceeds and contingencies, in each case in accordance with the Approved Budget or as otherwise determined by the Managing Member. Company Expenses shall be paid and reserves shall be funded first from the cash sources taken into account in computing Net Cash From Operations, and if such amounts are insufficient to pay Company Expenses and fund reserves, cash sources taken into account in computing Net Cash From Sales or Net Cash From Refinancings shall be used for such purpose. Any gross cash proceeds of the Company and its Subsidiaries from any such sales or other dispositions which were used to establish reserves shall be treated as Net Cash From Sales if they are subsequently released.

“Non-Contributing Member” shall have the meaning set forth in Section 2.3(b).

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“Non-Controllable Expenditures” shall mean expenses (i) not within the control or discretion of the Company and/or any Subsidiary, including, but not limited to, real property taxes and assessments, insurance premiums, utility charges and principal and interest due under any financing or (ii) any other expenses that are, in the reasonable judgment of the Managing Member, necessary or advisable to preserve and/or protect the value of the Interests, Company, Company Assets or Property.

“Offer Closing Date” shall mean the proposed closing date contained in the Binding LOI.

“Organizational Document” means with respect to any Person (i) in the case of a corporation, such Person’s certificate of incorporation and bylaws and any shareholder agreement, voting trust or similar arrangement applicable to any of such Person’s authorized shares of capital stock, (ii) in the case of a limited partnership, such Person’s certificate of limited partnership and limited partnership agreement, and any voting trusts or other instruments or agreements affecting the rights applicable to any of its partners, (iii) in the case of a limited liability company, such Person’s certificate of formation, limited liability company agreement and any voting trusts or other instruments or agreements affecting the rights of holders of limited liability company interests or (iv) in the case of any other legal entity, such Person’s organizational documents and any voting trusts and other instruments or agreements affecting the rights of holders of equity interests in such Person.

“Other Hocker Member” has the meaning set forth in Section 8.8(a).

“Other Put Interest” has the meaning set forth in Section 8.8(a).

“Outparcel Property Owner” means TUP 330 Company LLC, a Delaware limited liability company

“Percentage Share” shall mean the relative participation attributable to a Member’s interest in profits, losses, and distributions (which initially shall be the amounts set forth in Schedule I under the heading “Percentage Share”) as the same may be adjusted by the Company from time to time in accordance with Section 2.3.

“Permitted Activities” shall have the meaning set forth in Section 1.3.

“Person” shall mean any individual, partnership, corporation, trust, estate, association, limited liability company or other entity.

“Property” shall have the meaning set forth in Section 1.3(a).

“Property Owner” means has the meaning set forth in the Recitals.

“Property Sale Offer” shall have the meaning set forth in Section 8.9(d).

“Property Sale Response Notice” shall have the meaning set forth in Section 8.9(b).

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“Proposed Annual Budget” shall mean the proposed annual budget for all anticipated costs for owning, developing, operating, leasing, managing, financing, maintaining and repairing the Property and any other Company Assets, as well as revenue projections for rents, reimbursements for operating expenses and parking revenues, and otherwise with respect to the Company and each Subsidiary.

“Proposed Hocker Transferee” shall have the meaning set forth in Section 8.3(a).

“Proposed Hocker Transfer” shall have the meaning set forth in Section 8.3(a).

“Proposed FMV” shall mean the Fair Market Value of the Called Interests or Put Interests, as applicable, as determined by an Appraiser chosen by Rouse or Hocker, as the case may be.

“Proprietary Information” shall have the meaning set forth in Article IX.

“Pulliam” shall have the meaning set forth in the introductory paragraph.

“Purchase and Sale Agreement” shall have the meaning set forth in the Recitals.

“Put Closing Date” shall have the meaning set forth in Section 8.8(c).

“Put Defaulted Member” shall have the meaning set forth in the definition of the term Forced Sale Eligible Initiator.

“Put Interest” shall have the meaning set forth in Section 8.8(a).

“Put Notice” shall have the meaning set forth in Section 8.8(a).

“Put Price” shall have the meaning set forth in Section 8.8(b).

“Qualified Hocker Transferee” shall mean a Person (i) with at least ten (10) years experience in investing as a non-managing investor in at least five (5) shopping center properties similar to the Property, (ii) having the financial means commensurate with that of investors that typically invest in properties such as the Property as evidenced by financial statements audited by a reputable accounting firm, (iii) has not been, nor has any of its Affiliates been the subject of a Bankruptcy in the last ten (10) years and (iv) is not a Prohibited Hocker Transferee or otherwise a known competitor of Rouse Properties, Inc.

“Qualified Refinancing” shall mean a mortgage loan (or combination of a mortgage and mezzanine loan) for the purpose of refinancing the existing financing in an amount equal to the greater of (1) the principal balance of such existing financing and (2) the amount resulting in a loan-to-value ratio of 67.5%, and which (a) contains a market interest rate, (b) is assumable or prepayable on customary terms, (c) is for a term of not more than ten (10) years and (d) is non-recourse subject to customary non-recourse carveouts.

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“Qualified Rouse Transferee” and “Prohibited Hocker Transferee” shall mean any recognized shopping center asset manager organization or an organization that acquires, leases, manages or operates shopping centers.

“REIT” shall mean a real estate investment trust under Code Section 856.

“Representative” shall have the meaning set forth in Article IX.

“Response Deadline” shall have the meaning set forth in Section 6.3.2.

“ROFR Closing Date” shall have the meaning set forth in Section 8.3(b).

“ROFR Election” shall have the meaning set forth in Section 8.3(b).

“ROFR Election Period” shall have the meaning set forth in Section 8.3(b).

“ROFR Interest” shall have the meaning set forth in Section 8.3(a).

“ROFR Offered Price” shall mean the purchase price for the ROFR Interest contained in the Binding LOI.

“Rouse De-list Date” shall mean the date (if any) on which the market price of Rouse Parent’s common stock is de-listed by the New York Stock Exchange.

“Rouse” shall have the meaning set forth in the introductory paragraph.

“Rouse Members” shall have the meaning set forth in the introductory paragraph.

“Rouse Parent” shall mean Rouse Properties, Inc.

“Sale Interests” shall have the meaning set forth in Section 8.5(b).

“Securities Act” shall have the meaning set forth in Section 1.8(b).

“Sell Option” shall have the meaning set forth in Section 8.5(b).

“Stipulated Sale Price” shall have the meaning set forth in Section 8.9(a).

“Subsidiary” shall mean any entity directly or indirectly owned, in whole or in part by the Company, including, in the case of the Company, the Property Owner.

“Substituted Member” shall have the meaning set forth in Section 8.13.

“Tag-Along Member” shall have the meaning set forth in Section 8.4.

“Tag-Along Offer” shall have the meaning set forth in Section 8.4.

“Tag-Along Optionor” shall have the meaning set forth in Section 8.4.

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“Tag-Along Purchase Price” shall mean an amount equal to the product of (i) a fraction (x) the numerator of which is the proposed sale price for the Tag-Along Seller’s Interest to be paid by the Tag-Along Transferee and (y) the denominator of which is the Tag-Along Seller’s Percentage Interest, expressed as a decimal and (ii) the Tag-Along Optionor’s Percentage Interest, expressed as a decimal.

“Tag-Along Seller” shall have the meaning set forth in Section 8.4.

“Tag-Along Terms” shall have the meaning set forth in Section 8.4.

“Tag-Along Transfer” shall have the meaning set forth in Section 8.4.

“Tag-Along Transferee” shall have the meaning set forth in Section 8.4.

“Talmage” shall have the meaning set forth in the introductory paragraph.

“Tax Protection Agreement” shall mean a Tax Protection Agreement, by and between Rouse and Hocker, substantially in the form of Exhibit D attached hereto, as the same may be amended, modified, restated or extended from time to time.

“TMP” or“Tax Matters Partner” shall have the meaning set forth in Section 6.7.

“Transfer” (and corresponding grammatical variations thereof) when used as a noun, shall mean any direct or indirect sale, assignment, pledge, hypothecation, encumbrance, transfer, exchange, gift or attempt to create or grant a security interest. “Transfer” (and corresponding grammatical variations thereof) when used as a verb, shall have a correlative meaning.

“Treasury Regulation” or “Treas. Reg.” shall mean the regulation (s) promulgated pursuant to the Code by the U.S. Department of the Treasury, as amended, and any successor regulation (s).

“Trustee” shall have the meaning set forth in Section 7.1.

“TUP 330 LLC Agreement” shall mean that certain Limited Liability Company Agreement of TUP 330 Company, LLC, dated as of the date hereof, as the same may be amended, modified, restated or extended from time to time.

“TUP 430 LLC Agreement” shall mean that certain Limited Liability Company Agreement of TUP 430 Parent, LLC, dated as of the date hereof, as the same may be amended, modified, restated or extended from time to time.

XII.MISCELLANEOUS

12.1Notices. All notices to the Company shall be sent to the Company’s principal office by either (i) registered or certified mail, return receipt requested; (ii) nationally recognized

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overnight express courier; (iii) hand delivery, provided a written receipt therefor is obtained; or (iv) facsimile, with the successful fax transmission confirmed by a printed report. All notices to the Members shall be sent addressed to each Member c/o the address set forth under each Member’s signature below or as may be specified by a Member from time to time in a notice to the Company. All notices shall be deemed given or served upon the earlier of (i) receipt, (ii) one (1) Business Day following deposit with a nationally recognized overnight express courier, or (iii) two (2) Business Days following deposit in the United States certified or registered mail, postage prepaid, properly addressed and return receipt requested.

12.2Waiver. Each of the Members hereby irrevocably waives any and all rights, duties, obligations and benefits with respect to any action for partition of Company property or to compel any sale or appraisal thereof. Further, all rights, duties, benefits and obligations, including inventory and appraisal of the Company assets, provision for which is made in the laws of the State of Delaware, or an account of the operation of any other rule or law of any other jurisdiction to compel any sale or appraisal of Company assets, are hereby waived and dispensed with.

12.3Arbitration. Whenever this Agreement provides that a dispute shall be resolved by “Arbitration”, the dispute to be resolved will be adjudicated and resolved by binding arbitration in accordance with the then current expedited procedures provisions of the Construction Industry Arbitration Rules of the American Arbitration Association (“Arbitration”). No Member shall institute any arbitration proceedings unless, at least five (5) days prior thereto, such Member has furnished notice of intent to do so and a detailed statement as to the basis for such proceedings. The Arbitration will be held at the regional office of the American Arbitration Association located in New York City before a single arbitrator chosen from a panel of persons knowledgeable in the field of construction and development. If the parties fail to reach mutual agreement concerning the selection of the arbitrator within five (5) days after the proceeding is instituted, then the arbitrator shall be designated by the American Arbitration Association. The award, order or judgment pursuant to the Arbitration shall be final, nonappealable and binding upon the Members, and may be entered and enforced in any court of competent jurisdiction.

12.4Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them respecting the within subject matter. There are no agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement which are not set forth or expressly referred to herein or therein.

12.5Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

12.6Binding Nature. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Members and their successors and assigns.

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12.7Invalidity. In the event that any provision of this Agreement shall be held to be invalid, the validity of the remaining provisions of the Agreement shall not in any way be affected thereby.

12.8Counterparts. This Agreement and any amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement or amendment, as the case may be, notwithstanding that all of the parties are not signatories to the original or the same counterpart, or that signature pages from different counterparts are combined, and the signature of any party to any counterpart may be deemed to be a signature to and may be appended to any other counterpart.

12.9Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

12.10Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa. References to days shall mean calendar days, not Business Days, unless otherwise specified; provided, however, that if the last day to perform any act under this Agreement falls on a day that is not a Business Day, the time for performance shall automatically be extended to 5:00 p.m. Eastern Standard Time on the following Business Day.

{Signatures on following page}

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IN WITNESS WHEREOF, the Members have duly executed this Agreement as of the date first above written.

ROUSE RPI TUPELO MALL, LLC, a Delaware limited liability company
By:/s/ Susan Elman       Name: Susan Elman       Title: Executive Vice President	Address: 1114 Avenue of the Americas, Suite 2800 New York, New York 10036 Attention: General Counsel With a copy to: Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Attention: Alan S. Weil, Esq.

[signatures continued on next page]

HOCKER
DAVID E. HOCKER, an individual
/s/ David E. Hocker	Address:  c/o David Hocker & Associates  1901 Frederica Street  Owensboro, Kentucky 42301  Attention: Scott D. Hornaday, Esq.
	With a copy to:
	C. Christopher Trower
	3159 Rilman Road, N.W.
	Atlanta, Georgia  30327

[signatures continued on next page]

CORP
BARNES CROSSING MALL, INC.
By:/s/ Susan Elman       Name: Susan Elman       Title: Executive Vice President	Address: 1114 Avenue of the Americas, Suite 2800 New York, New York 10036 Attention: General Counsel
	With a copy to:
	Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Attention: Alan S. Weil, Esq.

[signatures continued on next page]

TALMAGE
D. TALMAGE HOCKER, an individual
/s/ Talmage Hocker	Address:  c/o The Hocker Group, LLC  4360 Brownsboro Road, Suite 212  Louisville, Kentucky 40207  Attention: D. Talmage Hocker
	With a copy to:
	Middletown Reutlinger
	4965 US Highway 42, Suite 2800
	Louisville, Kentucky 40222 Attention: Christopher M. George

[signatures continued on next page]

PULLIAM
MARK PULLIAM, an individual
/s/ Mark Pulliam	Address: Mark Pulliam 907 Colonel Anderson Parkway Louisville, Kentucky 40222

Exhibit A

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EXHIBIT A

SUBSIDIARY

TUP 130, LLC, a Delaware limited liability company

Exhibit A

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EXHIBIT B

PROPERTY

COMPANY ASSETS

1. Mall at Barnes Crossing – Tupelo, Mississippi

Exhibit B

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EXHIBIT C

Form of Proposed Annual Budget

[See attached]

Exhibit C

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EXHIBIT D

Form of Tax Protection Agreement

[See attached]

Exhibit D

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FORM OF TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of [•], by and among ROUSE PROPERTIES, INC., a Delaware corporation (the “REIT”), ROUSE PROPERTIES, LP (the “Partnership”), and each Protected Partner identified as a signatory on Schedule 2.1(a), as amended from time to time.

WHEREAS, the Partnership directly or indirectly owns certain assets that previously were owned by one or more Protected Partners and/or entities in which they owned an interest;

WHEREAS, the Protected Partners own limited partnership interests in the Partnership (“Units”) that were acquired by them as of the date hereof in exchange for interests, directly or indirectly, in assets now owned by the Partnership, including the Protected Properties (as hereinafter defined);

WHEREAS, if one or more of the Protected Properties (or interests therein) were to be sold or otherwise disposed of in a taxable transaction, the Protected Partners would be allocated gain for federal income tax purposes;

WHEREAS, the REIT, directly or indirectly controls the Partnership’s general partner;

WHEREAS, the parties desire to enter into this Agreement regarding certain tax matters related to Protected Properties and the tax positions of the Protected Partners, including their agreement regarding amounts that may be payable by the Partnership to the Protected Partners as a result of certain actions being taken by the Partnership regarding the disposition, directly or indirectly, of interests in the Protected Properties and certain debt obligations of the Partnership and its subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

•
DEFINITIONS

To the extent not otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Partnership Agreement (as defined below).

“Accounting Firm” has the meaning set forth in Section 4.2.

“Agreement” has the meaning set forth in the recitals.

“Closing Date” means the date hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Consent” means the prior written consent to do the act or thing for which the consent is required or solicited, which consent may be executed by a duly authorized officer or agent of the party granting such consent.

“Credit Agreement” has the meaning set forth in Section 9.13.

“Deficit Restoration Obligation” or “DRO” means a written obligation by the Protected Partner to restore or repay any deficit balance in its “Capital Account” pursuant to the Partnership Agreement.

“Excess Payment” has the meaning set forth in Section 4.4.

“Guarantee Agreement” has the meaning set forth in Section 3.2.

“Guaranteed Amount” means the aggregate amount of each Guaranteed Debt that is guaranteed at any time by Partner Guarantors.

“Guaranteed Debt” means any loan existing, incurred (or assumed) by the Partnership or any of its Subsidiaries that is guaranteed in whole or in part by Partner Guarantors at any time after the Closing Date pursuant to Article 3 hereof.

“IRS” has the meaning set forth in Section 4.2.

“Minimum Liability Amount” means, for each Protected Partner, the amount set forth on Schedule 3.1 hereto next to such Protected Partner’s name, as amended from time to time.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations § 1.752-1(a)(2).

“Partner Guarantor” means a Protected Partner who has guaranteed any portion of a Guaranteed Debt. The Partner Guarantors and each Partner Guarantor’s dollar amount share of the Guaranteed Amount with respect to the Guaranteed Debt as of the Closing Date are set forth on Schedule 3.2 hereto, which may be amended from time to time.

“Partnership” means Rouse Properties, LP, a Delaware limited partnership.

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP, dated as of [__], 2014, and as the same may be further amended in accordance with the terms thereof.

“Partnership Interest Consideration” has the meaning set forth in Section 2.3.

“Protected Gain” shall mean the gain that would be allocable to and recognized by a Protected Partner under Section 704(c) of the Code (including, without limitation, the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership) in the event of the sale of a Protected Property in a fully taxable transaction (after taking into account any adjustments under

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Section 743 of the Code, but excluding such Protected Partner’s corresponding share of “book gain,” if any, accruing after the Closing Date). The initial maximum amount of Protected Gain with respect to each Protected Partner shall be determined as if the Partnership sold a Protected Property in a fully taxable transaction on the Closing Date, for consideration equal to the Section 704(c) Value of such Protected Property on the Closing Date, and is set forth on Schedule 2.1(b) hereto. Gain that would be allocated to a Protected Partner upon a sale of a Protected Property that is “book gain” attributable either (i) to appreciation in the value of the Protected Properties following the Closing Date or (ii) to gain resulting from reductions in the “book value” of the Protected Property following the Closing Date would not be considered Protected Gain. (As used in this definition, “book gain” is any gain arising or accruing after the Closing Date that would not be required under Section 704(c) of the Code and the applicable regulations (including the regulations referenced upon under Section 704(b) of the Code in connection with revaluations of the assets of the Partners) to be specially allocated to the Protected Partners as a result of their indirect ownership of an interest in the Protected Property immediately prior to its (direct or indirect) acquisition by the Partnership.)

“Protected Partner” means those persons set forth on Schedule 2.1(a) hereto as “Protected Partners” and their permitted successors and assignees who acquire Units from a Protected Partner in a transaction in which gain or loss is not recognized in full and in which such transferee’s adjusted basis, as determined for federal income tax purposes, is determined in whole or in part by reference to the adjusted basis of a Protected Partner in such Units.

“Protected Property” means (i) each of the properties identified as a Protected Property on Schedule 2.1(b) hereto; (ii) a direct or indirect interest owned by the Partnership in any Subsidiary that owns an interest in a Protected Property, if the disposition of such interest would result in the recognition of Protected Gain with respect to a Protected Partner; and (iii) any other property that the Partnership directly or indirectly acquires that is in whole or in part a “substituted basis property” as defined in Section 7701(a)(42) of the Code with respect to a Protected Property or interest therein. For the avoidance of doubt, if any Protected Property is transferred to another entity in a transaction in which gain or loss is not recognized in full, and if the acquiring entity’s disposition of such Protected Property would cause the Protected Partners to recognize gain or loss as a result thereof, such Protected Property (including any interest in such entity acquired directly or indirectly by the Partnership in connection therewith) shall still be subject to this Agreement.

“Qualified Guarantee” has the meaning set forth in Section 3.2.

“Qualified Guarantee Indebtedness” has the meaning set forth in Section 3.2.

“REIT” means Rouse Properties, Inc., a Delaware corporation.

“Section 704(c) Value” means the fair market value of each Protected Property as of the Closing Date, as agreed to by the Partnership [and David E. Hocker] on behalf of the Protected Partners and as set forth next to each Protected Property on Schedule 2.1(b) hereto, as applicable. The Partnership shall initially carry each Protected Property on its books as of the Closing Date

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at a value equal to the Section 704(c) Value of such Protected Property determined as set forth above.

“Subsidiary” means any entity in which the Partnership owns a direct or indirect interest.

“Successor Partnership” has the meaning set forth in Section 2.2.

“Tax Protection Period” means the period commencing on the Closing Date (or, if later, August [__], 2017) and ending at 12:01 AM on August [__], 2024.

“Tax Claim” has the meaning set forth in Section 7.1

“Tax Proceeding” has the meaning set forth in Section 7.1.

“Units” means [___] units of limited partnership interest of the Partnership, as described in the Partnership Agreement.

•
DISPOSITIONS OF
PROTECTED PROPERTIES

Disposition of Protected Properties. The REIT and the Partnership agree for the benefit of each Protected Partner, for the term of the Tax Protection Period, that in the event that the Partnership, directly or indirectly sells, exchanges, transfers, or otherwise disposes of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain, the provisions of Article 4 shall apply and the Partnership shall make the payments to the Protected Partners provided for in Article 4.

Without limiting the foregoing, the term “sale, exchange, transfer or disposition” by the Partnership shall be deemed to include, and the rights of the Protected Partners with respect thereto under Article 4 shall extend to:

any direct or indirect disposition by a Subsidiary of any Protected Property or any interest therein;

any direct or indirect disposition by the Partnership of any Protected Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder (determined taking into account the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership);

any distribution by the Partnership to a Protected Partner that is subject to Section 737 of the Code and the Treasury Regulations thereunder; and

any merger or consolidation of the Partnership or a Subsidiary with or into another entity unless all of the conditions set forth in Section 2.3 below are met.

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Without limiting the foregoing, a disposition shall include any transfer, voluntary or involuntary, by the Partnership or a Subsidiary in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding.

Exceptions Where No Gain Recognized. Notwithstanding the restriction set forth in Section 2.1, the Partnership or a Subsidiary may dispose of any Protected Property (or any interest therein), and Article 4 shall not apply with respect thereto, if and to the extent that such disposition qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies as a “partnership” for federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, does not result (in the year of such disposition) in the recognition of any taxable income or gain to any Protected Partner with respect to any of the Units; provided, however, that:

in the case of a Section 1031 like-kind exchange, if such exchange is with a “related party” within the meaning of Section 1031(f)(3) of the Code, any direct or indirect disposition by such related party of the Protected Property or any other transaction prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(f)(1) to apply with respect to such Protected Property (including by reason of the application of Section 1031(f)(4)) shall be considered subject to Section 2.1 and Article 4; and

in the event that at the time of the exchange or other disposition the Protected Property is secured, directly or indirectly, by indebtedness that is guaranteed by a Protected Partner (or for which a Protected Partner otherwise has personal liability) and that is not then in default and the transferee is not a Subsidiary of the Partnership that both is more than 50% owned, directly or indirectly by the Partnership and is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), (a) either (I) such indebtedness shall be repaid in full or (II) the Partnership shall obtain from the lenders with respect to such indebtedness a full and complete release of liability for each of the Protected Partners that has guaranteed, or otherwise has liability for, such indebtedness, and (b) if such indebtedness is a Guaranteed Debt and the Tax Protection Period shall not have expired, the Partnership shall comply with its covenants set forth in Article 3 below with respect to such Guaranteed Debt and the Partner Guarantors that are considered to have liability for such Guaranteed Debt (determined under Section 3.4 treating such events as a repayment of the Guaranteed Debt).

Merger Transactions. Any merger or consolidation of the Partnership or any Subsidiary, whether or not the Partnership or Subsidiary is the surviving entity in such merger or consolidation, that results in a Protected Partner recognizing part or all of the Protected Gain shall be deemed to be a disposition of the Protected Properties for purposes of Section 2.1, and Article 4 shall fully apply, except as expressly provided in this Section 2.3.

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In the event of a merger or consolidation of the Partnership (or any Subsidiary) and a Successor Partnership that does not result in Protected Partners being required to recognize all of the Protected Gain, the Successor Partnership must have agreed in writing for the benefit of the Protected Partners that all of the restrictions contained in this Agreement shall continue to apply, including but not limited to, those with respect to each Protected Property, in order for such merger or consolidation not to be reconsidered to have resulted in the recognition by the Protected Partners of all of their Protected Gain as a result thereof.

This Section 2.3, Section 2.1 and Article 4 shall not apply to a voluntary, actual disposition by a Protected Partner of Units in connection with a merger or consolidation to which the Partnership or the REIT is a party and in connection with which all of the following requirements are satisfied:

the Protected Partner is offered either:

cash or property treated as “money” pursuant to Section 731 of the Code (“Cash Consideration”) or

partnership interests in a partnership that would be treated as the continuing partnership under the principles of Section 708 of the Code and the receipt of such partnership interests would not result in the recognition of gain for federal income tax purposes and which partnership interests have a fair value, per Unit, equal to the greater of (i) the value that the Protected Partner would have received on the date of such merger or consolidation had such Protected Partner chosen to exercise its redemption rights under Section 8.6 of the Partnership Agreement immediately prior to such date or (ii) the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation (“Partnership Interest Consideration”);

the Protected Partner has the ability to elect to receive solely Partnership Interest Consideration in exchange for his Units and the continuing partnership has agreed in writing to assume the obligations of the Partnership under this Agreement;

no Protected Gain is recognized by the Partnership as a result of any partner of the Partnership receiving Cash Consideration;

any Successor Partnership in such merger or consolidation shall have complied with the preceding paragraph of this Section 2.3; and

the Protected Partner elects to receive Cash Consideration.

In the event of a voluntary, actual disposition by a Protected Partner of Units in connection with a merger, consolidation or other transaction involving the Partnership that does not comply with the conditions in the prior paragraph, then Section 2.1 and Article 4 shall be considered to apply to such disposition.

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In addition, if (1) there is a merger, consolidation or other transaction involving the REIT that results in the shares of the REIT (or any successor to the REIT) not being considered to be traded on the New York Stock Exchange, and (2) there is an actual disposition by a Protected Partner of Units in connection with or immediately prior to such a merger, consolidation or other transaction (including through exercise of the “Redemption Right” provided for in the Partnership Agreement), then Section 2.1 and Article 4 shall be considered to apply to such disposition unless, immediately following such merger, consolidation or other transaction involving the REIT, the Units (or any partnership interests received in exchange therefor) held by the Protected Partner would be considered to have a fair value, per Unit (determined including rights to liquidity comparable to those provided under Section 8.6 of the Partnership Agreement), equal to the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation.

•
ALLOCATION OF LIABILITIES; GUARANTEE OPPORTUNITY AND DEFICIT RESTORATION OBLIGATIONS

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner, at the Protected Partner’s option, the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to cause the amount of partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissible, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).

Qualified Guarantee Indebtedness and Qualified Guarantee; Treatment of Qualified Guarantee Indebtedness as Guaranteed Debt. In order for an offer by the Partnership of an opportunity to guarantee indebtedness to satisfy the requirements of this Article 3, (1) the indebtedness to be guaranteed must satisfy all of the conditions set forth in this Section 3.2 (indebtedness satisfying all such conditions is referred to as “Qualified Guarantee Indebtedness”); (2) the guarantee by the Partner Guarantors must be pursuant to a guarantee agreement in form and substance agreeable to the Partnership, the REIT and David E. Hocker (the “Guarantee Agreement”) that satisfies the conditions set forth in Sections 3.2(i) and (iii) (a “Qualified Guarantee”); (3) the amount of debt required to be guaranteed by the Partner Guarantor must not exceed the portion of the Guaranteed Amount for which a replacement guarantee is being offered; and (4) the debt

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to be guaranteed must be considered indebtedness of the Partnership for purposes of determining the adjusted tax basis of the interests of partners in the Partnership in their partnership interests. If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt and shall be subject to all of this Article 3. The conditions that must be satisfied at all times with respect to any additional or replacement Guaranteed Debt offered pursuant to this Article 3 hereof and the guarantees with respect thereto are as follows:

the maximum aggregate liability of each Partner Guarantor for all Guaranteed Debt shall be limited to the amount actually guaranteed by such Partner Guarantor;

the fair market value of the collateral against which the lender has recourse pursuant to the terms and conditions of the Guaranteed Debt, determined as of the time the guarantee is entered into by the Partner Guarantor (an independent appraisal relied upon by the lender in making the loan shall be conclusive evidence of such fair market value when the guarantee is being entered into in connection with the closing of such loan), shall not be less than 150% of the sum of (x) the aggregate of the Guaranteed Debt, plus (y) the dollar amount of any other indebtedness that is senior to or pari passu with the Guaranteed Debt and as to which the lender thereunder has recourse against property that is collateral of the Guaranteed Debt;

(A) the executed guarantee must be delivered to the lender; and (B) the execution of the guarantee by the Partner Guarantors must be acknowledged by the lender; and (C) the guarantee otherwise must be enforceable under the laws of the state governing the loan and in which the property securing the loan is located or in which the lender has a significant place of business (with any bona fide branch or office of the lender through which the loan is made, negotiated, or administered being deemed a “significant place of business” for the purposes hereof);

as to each Partner Guarantor that is executing a guarantee pursuant to this Agreement, there must be no other Person that would be considered to “bear the economic risk of loss,” within the meaning of Treasury Regulation § 1.752-2, or would be considered to be “at risk” for purposes of Section 465(b) with respect to that portion of such debt for which such Partner Guarantor is being made liable for purposes of satisfying the Partnership’s obligations to such Partner Guarantor under this Article 3; and

the obligor with respect to the Guaranteed Debt is the Partnership or an entity (A) which is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly-owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), and (B) in which the equity interest of the Partnership in both capital and profits is not less than 50%.

Covenant With Respect to Guaranteed Debt Collateral. The Partnership covenants with the Partner Guarantors with respect to the Guaranteed Debt that (A) it will comply with the

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requirements set forth in Section 2.2(b) upon any disposition of any collateral for a Guaranteed Debt, whether during or following the Tax Protection Period, and (B) it will not at any time, whether during or following the Tax Protection Period, pledge the collateral with respect to a Guaranteed Debt to secure any other indebtedness (unless such other indebtedness is, by its terms, subordinate in all respects to the Guaranteed Debt for which such collateral is security) or otherwise voluntarily dispose of or reduce the amount of such collateral unless either (i) after giving effect thereto the conditions in Section 3.2 would continue to be satisfied with respect to the Guaranteed Debt and the Guaranteed Debt otherwise would continue to be Qualified Guarantee Indebtedness, or (ii) the Partnership (A) obtains from the lender with respect to the original Guaranteed Debt a full and complete release of any Partner Guarantor unless the Partner Guarantor expressly requests that it not be released, and (B) if the Tax Protection Period has not expired, offers to each Partner Guarantor with respect to such original Guaranteed Debt, not less than 30 days prior to such pledge or disposition, the opportunity, at the option of the Protected Partner, either (1) to enter into a Qualified Guarantee of other Partnership indebtedness that constitutes Qualified Guarantee Indebtedness (with such replacement indebtedness thereafter being considered a Guaranteed Debt and subject to this Article 3) in an amount equal to the amount of such original Guaranteed Debt that was guaranteed by such Partner Guarantor or (2) to enter into a DRO in the amount of the original Guaranteed Debt that was guaranteed by such Partner Guarantor.

Repayment or Refinancing of Guaranteed Debt. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each Partner Guarantor would be entitled to include in its basis for its Units an amount of Guaranteed Debt equal to its Minimum Liability Amount, or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity, at the option of the Protected Partner, either (A) to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness or (B) to enter into a DRO, in either case in an amount sufficient so that, taking into account such guarantees of such other Qualified Guarantee Indebtedness or DRO, as applicable, each Partner Guarantor who guarantees such other Qualified Guarantee Indebtedness or enters into a DRO in the amount specified by the Partnership would be entitled to include in its adjusted tax basis for its Units debt equal to the Minimum Liability Amount for such Partner Guarantor.

Limitation on Additional Guarantees With Respect to Debt Secured by Collateral for Guaranteed Debt. The Partnership shall not offer the opportunity or make available to any person or entity other than a Protected Partner a guarantee of any Guaranteed Debt or other debt that is secured, directly or indirectly, by any collateral for Guaranteed Debt unless (i) any such other debt by its terms is subordinate in all respects to the Guaranteed Debt, and (ii) such other guarantees do not have the effect of reducing the amount of the Guaranteed Debt that is includible by any Partner Guarantor in its adjusted tax basis for its Units pursuant to Treasury Regulation § 1.752-2.

Process. Whenever the Partnership is required under this Article 3 to offer to one or more of the Partner Guarantors an opportunity, at the option of the Partner Guarantor, either to guarantee Qualified Guarantee Indebtedness or enter into a DRO, the Partnership shall be considered to

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have satisfied its obligation under this Article 3 if the other conditions in this Article 3 are satisfied and, not less than thirty (30) days prior to the date that such guarantee would be required to be executed in order to satisfy this Article 3, the Partnership sends by first class mail, return receipt requested, to the last known address of each such Partner Guarantor (as reflected in the records of the Partnership) (i) the Guarantee Agreement or a consent to DRO form, as applicable, to be executed and (ii) a brief letter setting forth (v) the relevant circumstances (including, as applicable, that the offer is being made pursuant to this Article 3, the circumstances giving rise to the offer, a brief summary of the terms of the Qualified Guarantee Indebtedness to be guaranteed (or, in the case of a DRO, the terms of the Partnership recourse debt), (w) a brief description of the collateral for the Qualified Guarantee Indebtedness, (x) a statement of the amount to be guaranteed (or the amount of the DRO), (y) the address to which the executed Guarantee Agreement (or consent to DRO form) must be sent and the date by which it must be received, and (z) a statement to the effect that, if the Protected Partner fails to execute and return such Guarantee Agreement (or consent to DRO form) within the time period specified, the Partner Guarantor thereafter would lose its rights under this Article 3 with respect to the amount of debt that the Partnership is required to offer to be guaranteed (or that would be subject to the DRO), and depending upon the Partner Guarantor’s circumstances and other circumstances related to the Partnership, the Partner Guarantor could be required to recognize taxable gain as a result thereof, either currently or prior to the expiration of the Tax Protection Period, that otherwise would have been deferred. If a notice is properly sent in accordance with this Section 3.6, the Partnership shall have no responsibility as a result of the failure of a Partner Guarantor either to receive such notice or to respond thereto within the specified time period.

Presumption as to Guarantee Agreement. A Guarantee Agreement that is (A) properly executed by the Partner Guarantor and the lender and (B) delivered to the lender shall be conclusively presumed to have caused the Guaranteed Debt to be considered allocable to the Guarantor Partner who enters into such Guarantee Agreement pursuant to Treasury Regulation § 1.752-2 and Section 465 of the Code so long as all of the following conditions are met with respect such Guaranteed Debt:

there are no other guarantees in effect with respect to such Guaranteed Debt (other than the guarantees contemporaneously being entered into by the Partner Guarantors pursuant to this Article 3 or that are otherwise permitted pursuant to Section 3.2);

the collateral securing such Guaranteed Debt is not, and shall not thereafter become, collateral for any other indebtedness that is senior to or pari passu with such Guaranteed Debt;

the lender with respect to such Guaranteed Debt is not the Partnership, any Subsidiary or other entity in which the Partnership owns a direct or indirect interest, the REIT, any other partner in the Partnership, or any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 or any person that would be considered a “related party” as determined for purposes of Section 465 of the Code; and

none of the REIT, nor any other partner in the Partnership, nor any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 shall have provided, or shall thereafter provide, collateral for, or otherwise shall have entered into, or

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shall thereafter enter into, a relationship that would cause such person or entity to be considered to bear the risk of loss with respect to such Guaranteed Debt, as determined for purposes of Treasury Regulation § 1.752-2 or that would cause such entity to be considered “at risk” with respect to such Guaranteed Debt, as determined for purposes of Section 465 of the Code.

Notwithstanding the foregoing, if, due to a change in tax law or regulation (including administrative interpretations thereof) after the date hereof, either the Partnership determines or a Protected Partner is advised by counsel, that there is a material risk that such Protected Partner may no longer continue to be allocated such Protected Partner’s Guaranteed Amount of a Guaranteed Debt, such Protected Partner may request a modification of such Guarantee Agreement and the Partnership will use its commercially reasonable efforts to work with the lender with respect to such Guaranteed Debt to have the Guarantee Agreement amended in a manner that will permit such Protected Partner to be allocated such Protected Partner’s Guaranteed Amount with respect to the Guaranteed Debt, or such Protected Partner, at its option shall be offered the opportunity to enter into a DRO, in an amount equal to such Guaranteed Amount so that the amount of Partnership liabilities allocated to such Protected Partner shall not decrease as a result of the change in law. For the avoidance of doubt, each Protected Partner hereby acknowledges and agrees that the Partnership shall not be treated as violating this Article 3 to the extent that, after such a change of tax law or regulation (including administrative interpretations thereof), the allocation of Partnership indebtedness for tax purposes to the Protected Partner may not be achieved due to the unwillingness of such Protected Partner either to provide a guarantee or similar instrument that complies with the new rules or interpretations (where both such guarantee or similar instrument and the indebtedness being guaranteed is otherwise consistent to the maximum extent permitted by such new rules or interpretations with the provisions of this Article 3) or to enter into a DRO pursuant to Section 3.8; provided, however, that the Partnership’s obligations as set forth in the last sentence of Section 3.1 shall continue to apply. Any cost and expenses incurred as a result of such a change in tax law or regulation (including administrative interpretations thereof) shall be borne equally by the Partnership on the one hand and the relevant Protected Partner on the other hand.

Deficit Restoration Obligation. In the event a Protected Partner has elected to enter into a DRO, the Partnership will maintain an amount of indebtedness of the Partnership that would be considered “recourse” indebtedness (determined for purposes of Section 752 of the Code and taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the General Partner) equal to or greater than the sum of the total amount of the DRO of all Protected Partners (plus, the total amount of the DRO, if any, of other partners in the Partnership). Except as required by a change in law or regulation (or administrative interpretations thereof), the deficit restoration obligation evidenced thereby shall be presumed to cause the Protected Partner to be allocated an amount of liabilities equal to the amount of the DRO of such Protected Partner for purposes of Sections 465 and 752 of the Code, provided that (1) the Partnership maintains an amount of debt that is considered “recourse” indebtedness (determined for purposes of Section 752 of the Code and taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the General Partner) equal to the aggregate amounts of the DRO of all partners of the Partnership and (2) all other terms and conditions of the Partnership Agreement with respect to such deficit restoration obligation are

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met. For the avoidance of doubt, the purpose of this Section 3.8 is not to require the Partnership to incur or increase the amount of “recourse” indebtedness, if any, to which the Protected Properties are subject, provided, however, that the Partnership maintains at the same time sufficient other “recourse” indebtedness to cover the aggregate amounts of the DRO of all partners of the Partnership.

Additional Guarantee and DRO Opportunities. Without limiting any of the other obligations of the Partnership under this Agreement, from and after the expiration of the Tax Protection Period, the Partnership shall, upon a request from a Protected Partner, use commercially reasonable efforts to permit such Protected Partner to enter into an agreement with the Partnership to bear the economic risk of loss as to a portion of the Partnership’s recourse indebtedness by undertaking an obligation to restore a portion of its negative capital account balance upon liquidation of such Protected Partner’s interest in the Partnership and/or to bear financial liability under a Guarantee Agreement for indebtedness that would be considered Qualifying Guarantee Indebtedness under Section 3.2 hereof, if such Protected Partner shall provide information from its professional tax advisor satisfactory to the Partnership showing that, in the absence of such agreement, such Protected Partner likely would not be allocated from the Partnership sufficient indebtedness under Section 752 of the Code and the at-risk provisions under Section 465 of the Code to avoid the recognition of gain (other than gain required to be recognized by reason of actual cash distributions from the Partnership). The Partnership and its professional tax advisors shall cooperate in good faith with such Protected Partner and its professional tax advisors to provide such information regarding the allocation of the Partnership liabilities and the nature of such liabilities as is reasonably necessary in order to determine the Protected Partner’s adjusted tax basis in its Units and at-risk amount. If the Partnership permits a Protected Partner to enter into an agreement under this Section 3.9, the Partnership shall be under no further obligation with respect thereto, and the Partnership shall not be required to indemnify such Protected Partner for any damage incurred, in connection with or as a result of such agreement or the indebtedness, including without limitation a refinancing or prepayment thereof or taking any of the other actions required by Article 3 hereof with respect to Qualified Indebtedness. This Section 3.9 shall not obligate the Partnership to incur additional indebtedness.

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REMEDIES

Remedies. In the event that the Partnership engages in a transaction described in Section 2.1, 2.3 or 2.4 or the Partnership breaches its obligations set forth in Article 2 or Article 3 with respect to a Protected Partner, the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay, without duplication, to such Protected Partner as damages, an amount equal to:

in the case of a violation of Article 3, the aggregate federal, state and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) incurred by the Protected Partner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner by reason of such breach;

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in the case of a transaction described in Section 2.1, 2.3 or 2.4 or a violation of Article 2, the aggregate federal state, and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) incurred with respect the Protected Gain incurred with respect to the Protected Property that is allocable to such Protected Partner under the Partnership Agreement;

plusin the case of either (a) or (b), an additional amount equal to the aggregate federal, state, and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) payable by the Protected Partner as a result of the receipt of any payment required under this Section 4.1 (including any tax liability incurred as a result of such Protected Partner’s receipt of such indemnity payment).

For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner, (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner’s taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner to offset other income, gain or taxes of the Protected Partner, either in the current year, in earlier years, or in later years.

Process for Determining Payments Required Under this Article 4. If the Partnership or a Subsidiary engages in a transaction described in Sections 2.1, 2.3 or 2.4 or breached or violated any of the covenants set forth in Article 2 or Article 3 (or a Protected Partner asserts that the Partnership or a Subsidiary engaged in a transaction described in Sections 2.1, 2.3 or 2.4 or breached or violated any of the covenants set forth in Article 2 or Article 3), the Partnership and the Protected Partner agree to negotiate in good faith to resolve any disagreements regarding any such transaction, breach or violation and the amount of payments or damages, if any, payable to such Protected Partner under Section 4.1 (and to the extent applicable, Sections 4.4 and/or 4.5). If any such disagreement cannot be resolved by the Partnership and such Protected Partner within, as applicable, sixty (60) days after the receipt of notice from the Partnership of such transaction or breach pursuant to Section 4.3 and the amount of income to be recognized by reason thereof, (ii) 60 days after the receipt of a notice from the Protected Partner that the Partnership or a Subsidiary engaged in a transaction described in Sections 2.1, 2.3 or 2.4 or breached its obligations under this Agreement, which notice shall set forth the amount of income asserted to be recognized by the Protected Partner and the payment required to be made to such Protected Partner under Section 4.1 as a result of the transaction or breach, (iii) 10 days following the date that the Partnership notifies the Protected Partner of its intention to settle, compromise and/or concede any Tax Claim or Proceeding pursuant to Section 7.2, or (iv) 10 days following any final determination of any Tax Claim or Proceeding, the Partnership and the Protected Partner shall jointly retain a nationally recognized independent “Big Four” public accounting firm (an “Accounting Firm”) to act as an arbitrator to resolve as expeditiously

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as possible all points of any such disagreement (including, without limitation, whether a transaction described in Sections 2.1, 2.3 or 2.4 has occurred or a breach of any of the covenants set forth Article 2 or Article 3 has occurred and, if so, the amount of payment or damages to which the Protected Partner is entitled as a result thereof, determined as set forth in Section 4.1 (and to the extent applicable, Section 4.4). All determinations made by the Accounting Firm with respect to any transaction described in Sections 2.1, 2.3 or 2.4 or the resolution of any breach or violation of any of the covenants set forth in Article 2 or Article 3 and the amount of payments or damages payable to the Protected Partner under Section 4.1 (and to the extent applicable, Section 4.4) shall be final, conclusive and binding on the Partnership and the Protected Partner. The fees and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Partnership and the Protected Partner, provided that if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than five percent (5%) higher than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Partnership and if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is less than 95% of the amount than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Protected Partner.

In the case of any Tax Claim or Tax Proceeding that is resolved pursuant to a final determination or that is settled, compromised and/or conceded pursuant to Section 7.2, the amount of taxes due to the Internal Revenue Service (the “IRS”) or any other taxing authority shall, to the extent that such taxes relate to matters covered in this Agreement, be presumed to be an amount payable pursuant to this Agreement, and the amount payable pursuant to this Agreement shall be increased by any interest and penalties required to be paid by the Protected Partner with respect to such taxes (other than interest and penalties resulting from a failure of the Protected Partner to timely and properly file any tax return or to timely pay any tax, unless such failure resulted solely from the Protected Partner reporting and paying its taxes in a manner consistent with the Partnership) so that the amount of the payment under Section 4.1 shall not be less than the amount required to be paid to the IRS or any other taxing authority with respect to matters covered in this Agreement.

Required Notices; Time for Payment. In the event that there has been a transaction described in Sections 2.1, 2.3 or 2.4 or a breach of Article 2 or Article 3, the Partnership shall provide to the Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Schedule K-1’s to the Partnership’s federal income tax return as required in accordance with Section 7.4 below. All payments required under this Article 4 to any Protected Partner shall be made to such Protected Partner on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Partnership shall make a payment to the Protected Partner on or before the due date for such estimated tax payment and such payment

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from the partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner at such time. In the event of a payment required after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.

Additional Damages for Breaches of Section 2.2(b), Section 3.2 and/or Section 3.3. Notwithstanding any of the foregoing in this Article 4, in the event that the Partnership should breach any of its covenants set forth in Section 2.2(b) and Section 3.2(i), (ii) and/or (iii) and a Protected Partner is required to make a payment in respect of such indebtedness that it would not have had to make if such breach had not occurred (an “Excess Payment”), then, in addition to the damages provided for in the other Sections of this Article 4, the Partnership shall pay to such Protected Partner an amount equal to the sum of (i) the Excess Payment plus (ii) the aggregate federal, state and local income taxes, if any, computed or set forth in Section 4.1, required to be paid by such Protected Partner by reason of Section 4.4 becoming operative (for example, because the breach by the Partnership and this Section 4.4 caused all or any portion of the indebtedness in question no longer to be considered debt includible in basis by the affected Protected Partner pursuant to Treasury Regulations § 1.752-2(a)), plus (iii) an amount equal to the aggregate federal, state and local income taxes required to be paid by the Protected Partner (computed as set forth in Section 4.1) as a result of any payment required under this Section 4.4.

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SECTION 704(C) METHOD AND ALLOCATIONS

Application of “Traditional Method.” Notwithstanding any provision of the Partnership Agreement, the Partnership shall use the “traditional method” under Regulations § 1.704-3(b) for purposes of making all allocations under Section 704(c) of the Code, including, without limitation, allocations required in connection with the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership (with no “curative allocations” to offset the effects of the “ceiling rule,” including upon any sale of a Protected Property).

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ALLOCATIONS OF LIABILITIES PURSUANT TO REGULATIONS UNDER SECTION 752

Allocation Methods to be Followed. Except as provided in Section 6.2, all tax returns prepared by the Partnership with respect to the Tax Protection Period (and to the extent arrangements have been entered into pursuant to Section 3.9, for so long thereafter as such arrangements are in effect) that allocate liabilities of the Partnership for purposes of Section 752 and the Treasury Regulations thereunder shall treat each Partner Guarantor as being allocated for federal income tax purposes an amount of recourse debt (in addition to any nonrecourse debt otherwise allocable to such Partner Guarantor in accordance with the Partnership Agreement and Treasury Regulations § 1.752-3) pursuant to Treasury Regulation § 1.752-2 equal to such Partner Guarantor’s Minimum Liability Amount, as set forth on Schedule 3.1 hereto and as may be

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reduced pursuant to the terms of this Agreement, and the Partnership and the REIT shall not, during or with respect to the Tax Protection Period, take any contrary or inconsistent position in any federal or state income tax returns (including, without limitation, information returns, such as IRS Forms K-1, provided to partners in the Partnership and returns of Subsidiaries of the Partnership) or any dealings involving the IRS (including, without limitation, any audit, administrative appeal or any judicial proceeding involving the income tax returns of the Partnership or the tax treatment of any holder of partnership interests the Partnership).

Exception to Required Allocation Method. Notwithstanding the provisions of this Agreement, the Partnership shall not be required to make allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement if and to the extent that the Partnership determines in good faith, based upon the advice of counsel recognized as expert in such matters or a nationally recognized public accounting firm, that it is not at least “more likely than not” that such allocation would be sustained upon review in a court having jurisdiction over such matters or that there has been a judicial determination in a proceeding to which the Partnership is a party and as to which the Protected Partners have been allowed to participate as and to the extent contemplated in Article 7 to the effect that such allocations are not correct. In no event shall this Section 6.2 be construed to relieve the Partnership from any liability arising from a failure by the Partnership to comply with one or more of the provisions of Article 3 of this Agreement.

Cooperation in the Event of a Required Change. If a change in the Partnership’s allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners is required by reason of circumstances described in Section 6.2, the Partnership and its professional tax advisors shall cooperate in good faith with each Protected Partner (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the Protected Partners in the manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement.

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TAX PROCEEDINGS

Notice of Tax Audits. If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made with respect to taxes or tax calculations against the Protected Partners or the Partnership that could result in liability under this Agreement (“Tax Claim”) or if the REIT or the Partnership receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding (“Tax Proceeding”) the resolution of which could result in liability under this Agreement, then the REIT or the Partnership, as applicable shall promptly (but in no event later than 20 business days after receipt of such notice) notify the Protected Partners of such Tax Claim or Tax Proceeding. In the case of a notification of a Tax Claim or Tax Proceeding received by any Protected Partner, or any notice of any current or future audit, examination, investigation or other proceeding received by a Protected Partner that involves or could involve a matter covered in this Agreement, the

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Protected Partner shall promptly notify the Partnership of such Tax Claim, Tax Proceeding, or other notice, but in no event later than 20 business days after receipt of such notice.

Control of Tax Proceedings. The REIT, as the sole owner of the general partner of the Partnership shall have the right to control the defense, settlement or compromise of any Tax Proceeding or Tax Claim; provided, however, that the REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding that could result in tax liability to a Protected Partner without the prior written consent of the Protected Partner which shall not be unreasonably conditioned, delayed or denied (and shall not be denied to the extent that any taxes required to be paid by the Protected Partners as a result thereof would be required to be reimbursed by the Partnership and the REIT under Article 4 and the Partnership and the REIT agree in connection with such settlement or consent, to make such required payments); providedfurther that the Partnership shall keep the Protected Partners duly informed of the progress thereof to the extent that such Tax Proceeding or Tax Claim could, directly or indirectly, affect (adversely or otherwise) the Protected Partners and that the Protected Partners shall have the right to review and comment on any and all submissions made to the IRS, a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that the Partnership will consider such comments in good faith. The Protected Partners shall have the right to participate in any such Tax Proceeding or Tax Claim at their own expense.

Timing of Tax Returns; Periodic Tax Information. The Partnership shall cause to be delivered to each Protected Partner, as soon as practicable each year, the IRS Forms K-1 that the Partnership is required to deliver to such Protected Partners with respect to the prior taxable year. In addition, the Partnership agrees to provide to the Protected Partners, upon request, an estimate of the taxable income expected to be allocable for a specified taxable year from the Partnership to each Protected Partner and the entities that they control, provided that such estimates shall not be required to be provided more frequently than once each calendar quarter.

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AMENDMENT OF THIS AGREEMENT; WAIVER OF CERTAIN PROVISIONS; APPROVAL OF CERTAIN TRANSACTIONS

Amendment. This Agreement may not be amended, directly or indirectly (including by reason of a merger between the Partnership and another entity) except by a written instrument signed by both the REIT, as general partner of the Partnership, and each of the Protected Partners.

Waiver. Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in its sole discretion, may waive the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 4 hereof. Such a waiver shall be effective only if obtained in writing from the affected Protected Partner.

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MISCELLANEOUS

Additional Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and

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filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

Assignment. No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners and their respective successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership, and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder. The REIT and the Partnership covenant with and for the benefit of the Protected Partners not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

Modification; Waiver. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

Representations and Warranties Regarding Authority; Noncontravention.

Representations and Warranties of the REIT and the Partnership. Each of the REIT and the Partnership has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency

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laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to the REIT and/or the Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially adversely affect the performance by the Partnership and the REIT of their obligations hereunder.

Representations and Warranties of the Protected Partners. Each of the Protected Partners has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the Protected Partners and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the Protected Partners. This Agreement has been duly executed and delivered by each of the Protected Partners and constitutes a valid and binding obligation of each of the Protected Partners.

Captions. The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address):

if to the Partnership or the REIT, to:

c/o Rouse Properties, Inc.
1114 Avenue of the Americas, Suite 2800
New York, NY 10110
Attention: General Counsel

if to a Protected Partner, to the address on file with the Partnership.

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

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Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

Governing Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of [Delaware], without regard to the choice of law provisions thereof.

Consent to Jurisdiction; Enforceability.

This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of the State of []. For such purpose, each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.

Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Severability. If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

[Costs of Disputes. Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the prevailing party or parties in connection with resolving such dispute.]

Subordination to Payments Under Credit Agreement. In the event that under the [any current credit agreement of the Partnership, by and among the Partnership, [bank], and the other lenders that are or become parties thereto (the “Credit Agreement”), [the “obligations” (as defined in the Credit Agreement)] of the Partnership shall have been accelerated pursuant to Section [__] of the Credit Agreement, the rights of the Protected Partners to any further payments under this Agreement shall be subordinated to the prior payment in full of the [“obligations”] of the Partnership that have been accelerated.

[Signature page follows.]

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IN WITNESS WHEREOF, the REIT, the Partnership, and the Protected Partners have caused this Agreement to be signed by their respective officers (or general partners) thereunto duly authorized all as of the date first written above.

ROUSE PROPERTIES, INC.
a Delaware corporation

By:
Name:
Title:

ROUSE PROPERTIES, LP
a Delaware limited partnership

By: ROUSE GP, LLC,
its sole General Partner

By:    ROUSE PROPERTIES, INC, its sole owner
Name:
Title:David E. Hocker, for himself and on behalf
of all other Protected Partners:

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SCHEDULES AND EXHIBITS TO THE TAX PROTECTION AGREEMENT

Schedule 2.1(a) List of Protected Partners

Schedule 2.1(b) Protected Properties and Estimated Initial Protected Gain for Protected Partners

Schedule 3.1 Minimum Liability Amount

Schedule 3.2 Partner Guarantors and Guaranteed Debt

Exhibit D

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SCHEDULE 2.1(a)

LIST OF PROTECTED PARTNERS

[David E. Hocker]

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SCHEDULE 2.1(b)

PROTECTED PROPERTIES AND ESTIMATED INITIAL PROTECTED GAIN FOR PROTECTED PARTNERS

PROTECTED PARTNER	PROTECTED PROPERTY	SECTION 704(C) VALUE
[David E. Hocker]

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SCHEDULE 3.1

MINIMUM LIABILITY AMOUNT

PROTECTED PARTNER	MINIMUM LIABILITY AMOUNT
[David E. Hocker]

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SCHEDULE 3.2

PARTNER GUARANTORS AND GUARANTEED DEBT

PARTNER GUARANTOR	DOLLAR AMOUNT SHARE OF THE GUARANTEED AMOUNT
[David E. Hocker]

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EXHIBIT E

2-Year Capital Plan

[See attached]

Exhibit E

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EXHIBIT F

5-Year Capital Plan

[See attached]

Exhibit F

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APPENDIX A

TAX MATTERS

This Appendix is attached to and is a part of the Limited Liability Company Agreement of TUP 130 Parent, LLC (the “Company”). The provisions of this Appendix are intended to comply with the requirements of Treas. Reg. Section 1.704-1(b) (2) (iv) and Treas. Reg. Section 1.704-2 with respect to maintenance of capital accounts and allocations, and shall be interpreted and applied accordingly.

DEFINITIONS

1.01Definitions. For purposes of this Appendix, the capitalized terms listed below shall have the meanings indicated. Capitalized terms not listed below and not otherwise defined in this Appendix shall have the meanings specified in the Agreement.

“Account Reduction Item” means (i) any adjustment described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (4); (ii) any allocation described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (5), other than a Nonrecourse Deduction or a Member Nonrecourse Deduction; or (iii) any distribution described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (6), other than a Nonrecourse Distribution or a Member Nonrecourse Distribution .

“Adjusted Capital Account Balance” means a Member’s Capital Account balance increased by the sum of (i) such Member’s share of Company Minimum Gain and (ii) such Member’s share of Member Nonrecourse Debt Minimum Gain.

“Adjusted Fair Market Value” of an item of Company property means the greater of (i) the fair market value of such property as determined by the Managing Member or (ii) the amount of any non-recourse indebtedness to which such property is subject within the meaning of Section 7701(g) of the Code.

“Book” means the method of accounting prescribed for compliance with the capital account maintenance rules set forth in Treas. Reg. Section 1.704-1(b) (2) (iv) as reflected in Articles II and III of this Appendix, as distinguished from any accounting method which the Company may adopt for other purposes such as financial reporting.

“Book Value” means, with respect to any item of Company property, the book value of such property within the meaning of Treas. Reg. Section 1.704-1(b) (2) (iv) (g) (3).

“Capital Account” means the capital account of a Member maintained in accordance with Article III of this Appendix.

“Code” means the Internal Revenue Code of 1986, as amended. References to specific Sections of the Code shall be deemed to include references to corresponding provision of succeeding internal revenue law.

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“Company Minimum Gain” means partnership minimum gain determined pursuant to Treas. Reg. Section 1.704-2(d).

“Excess Deficit Balance” means the amount, if any, by which the balance in a Member’s Capital Account as of the end of the relevant taxable year is more negative than the amount, if any, of such negative balance that such Member is treated as obligated to restore to the Company pursuant to Treas. Reg. Section 1.704-1(b) (2) (ii) (c), Treas. Reg. Section 1.704-1(b) (2) (ii) (h), Treas. Reg. Section 1.704-2(g) (1), or Treas. Reg. Section 1.704-2(i) (5). Solely for purposes of computing a Member’s Excess Deficit Balance, such Member’s Capital Account shall be reduced by the amount of any Account Reduction Items that are reasonably expected as of the end of such taxable year.

“Excess Nonrecourse Liabilities” means excess non-recourse liabilities within the meaning of Treas. Reg. Section 1.752-3(a) (3).

“Exculpatory Liability” means a liability that is recourse to the Company as an entity, and for which no Member or Related Person bears the economic risk of loss under Treas. Reg. Section 1.752-2.

“Member Nonrecourse Debt” means any liability of the Company to the extent that (i) the liability is non-recourse for purposes of Treas. Reg. Section 1.1001-2 and (ii) a Member or a Related Person bears the economic risk of loss under Treas. Reg. Section 1.752-2.

“Member Nonrecourse Debt Minimum Gain” means minimum gain attributable to Member Nonrecourse Debt pursuant to Treas. Reg. Section 1.704-2(i)(2).

“Member Nonrecourse Deduction” means any item of Book loss or deduction that is attributable to a Member Nonrecourse Debt pursuant to Treas. Reg. Section 1.704-2(i).

“Member Nonrecourse Distribution” means a distribution to a Member that is allocable to a net increase in such Member’s share of Member Nonrecourse Debt Minimum Gain pursuant to Treas. Reg. Section 1.704-2(i)(6).

“Nonrecourse Deduction” means a non-recourse deduction determined pursuant to Treas. Reg. Section 1.704-2(c).

“Nonrecourse Distribution” means a distribution to a Member that is allocable to a net increase in Company Minimum Gain pursuant to Treas. Reg. Section 1.704-2(h)(2).

“Partially Adjusted Capital Account” means, as to each Member as of the end of the applicable period for which the calculation is to be made, the Capital Account of such Member as of the beginning of the applicable period, adjusted as provided for elsewhere in this Agreement for all contributions and all distributions made as to the period ending on the last day of the applicable period and for any allocations to be made for the applicable period pursuant to Sections 3.02, 3.03, 3.04(a), and 3.04(b) of Article III of Appendix A, but before making any allocations pursuant to Section 5.1.

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“Regulatory Allocation” means (i) any allocation made pursuant to Section 3.04(a) to the extent that such allocation is attributable to a prior distribution that is treated as a Nonrecourse Distribution (after taking into account Section 5.03(a); (ii) any allocation made pursuant to Section 3.04(b) to the extent that such allocation is attributable to a prior distribution that is treated as a Member Nonrecourse Distribution (after taking into account Section 5.02(b); (iii) any reallocation made pursuant to Section 3.04(d) or (e); or (iv) any allocation or reallocation made pursuant to Section 3.05.

“Related Person” means, with respect to a Member, a person that is related to such Member pursuant to Treas. Reg. Section 1.752-4(b).

“Revaluation Event” means (i) a liquidation of the Company (within the meaning of Treas. Reg. Section 1.704-1(b) (2) (ii) (g); or (ii) a contribution of more than a de minimis amount of money or other property to the Company by a new or existing Member or a distribution of more than a de minimis amount of money or other property to a retiring or continuing Member where such contribution or distribution alters the Percentage Share of any Member.

“Section 705(a) (2) (B) Expenditures” means non-deductible expenditures of the Company that are described in Section 705(a) (2) (B) of the Code, and organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as expenditures described in Section 705(a) (2) (B) of the Code pursuant to Treas. Reg. Section 1.704-1(b) (2) (iv) (i).

“Section 751 Property” means unrealized receivables and substantially appreciated inventory items within the meaning of Treas. Reg. Section 1.751-1(a) (1).

“Target Balance” means, as to each Member, as of the end of the applicable period for which the calculation is to be made, a balance in such Member‘s Capital Account equal to the amount such Member would receive in liquidation of the Company if all the assets of the Company were sold (on the last day of the applicable period) for their respective Book Values and the proceeds of such sale, including any cash on hand, were applied pursuant to Section 7.2(b) (herein referred to as a “Hypothetical Liquidation Event”), said balance then reduced by the amount of income, and gain, or items thereof, that would be allocated to such Member pursuant to Sections 3.04(a) and 3.04(b) of Article III of Appendix A upon the occurrence of a Hypothetical Liquidation Event and further reduced by the amount (if any) such Member would be required to contribute to the Company. In addition, in calculating a Hypothetical Liquidation Event the effect of satisfaction of any liabilities of the Company which are either Nonrecourse Liabilities or Partner Nonrecourse Debt, such liability satisfaction shall be limited to the Book Value of the assets securing each such liability.

“Tax Basis” means, with respect to any item of Company property, the adjusted basis of such property as determined in accordance with the Code.

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“Treasury Regulation” or “Treas. Reg.” means the temporary or final regulation(s) promulgated pursuant to the Code by the U.S. Department of the Treasury, as amended, and any successor regulation(s).

ARTICLE IICAPITAL ACCOUNTS

2.01Maintenance. (a) A Capital Account shall be maintained for each Member in accordance with this Article II.

(b)Each Member’s Capital Account shall from time to time be increased by:

(i)the amount of money contributed by such Member to the Company including the amount of any Company liabilities which the Member assumes (within the meaning of Treas. Reg. Section 1.704-1(b)(2)(iv)(c), but excluding liabilities assumed in connection with the distribution of Company property and excluding increases other changes in such Member’s share of Company liabilities pursuant to Section 752 of the Code);

(ii)the fair market value of property contributed by such Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to pursuant to Section 752 of the Code);

(iii)allocations to such Member of Company Book income and gain (or the amount of any item or items of income or gain included therein);

(iv)upon the revaluation of Company property pursuant to Section 2.02(a), the Book gain (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value as of the date of such revaluation; and

(v)upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 2.02(a), the Book gain (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution.

(c)Each Member’s Capital Account shall from time to time be reduced by:

(i)the amount of money distributed to such Member by the Company (including the amount of such Member’s individual liabilities for which the Company becomes liable but excluding liabilities assumed in connection with the contribution of property to the Company and excluding other changes in such Member’s share of Company liabilities pursuant to Section 752 of the Code);

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(ii)the fair market value of property distributed to such Member by the Company(net of any liabilities secured by such property that such Member is considered to assume or take subject to pursuant to Section 752 of the Code);

(iii)allocations to such Member of Company Book loss and deduction (or items thereof);

(iv)upon the revaluation of Company property pursuant to Section 2.02(a), the Book loss (if any) that would have been allocated to such Member is such Company property had been sold at its Adjusted Fair Market Value as of the date of such revaluation; and

(v)upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 2.02(a), the Book loss (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution.

(d)The Company shall make such other adjustments to the Capital Accounts of the Members as are necessary to comply with the provision of Treas. Reg. Section 1.704-1(b) (2) (iv).

2.02Revaluation of Company Property.

(a)Upon the occurrence of a Revaluation Event, all Company property (whether tangible or intangible) shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to the Revaluation Event, and the Capital Accounts of the Members shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(f). If the Company owns property that is an interest in an entity treated as a partnership for federal income tax purposes, such entity shall not itself be subject to a revaluation of its property by reason of a Revaluation Event at the Company level.

(b)Upon the dissolution of the Company or the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution.

2.03Transfers of Interests.

(a)Upon the transfer of a Member’s entire interest in the Company, the Capital Account of such Member shall carry over to the transferee.

(b)Upon the transfer of a portion of a Member’s interest in the Company, the portion of such Member’s Capital Account attributable to the transferred portion shall carry over to the transferee. In the event that the document effecting such transfer specifies the portion of such Member’s Capital Account to be transferred, such portion shall be deemed to be the portion attributable to the transferred portion of such Member’s for purposes of this Section 2.04(b).

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ARTICLE IIIALLOCATION OF BOOK INCOME AND LOSS

3.01Book Income and Loss.

(c)The Book income or loss of the Company for purposes of determining allocations to the Capital Accounts of the Members shall be determined in the same manner as the determination of the Company’s taxable income, except that (i) items that are required by Section 703(a) (1) of the Code to be separately stated shall be included; (ii) items of income that are exempt from inclusion in gross income for federal income tax purposes shall be treated as Book income, and related deductions that are disallowed under Section 265 of the Code shall be treated as Book deductions; (iii) Section 705(a) (2) (B) Expenditures shall be treated as deductions; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for federal income tax purposes by reference to the Tax Basis of an item of Company property shall be determined by reference to the Book Value of such item of property; and (v) the effects of upward and downward revaluations of Company property pursuant to Section 2.02 shall be treated as gain or loss respectively from the sale of such property.

(d)In the event that the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion, or amortization for a period with respect to such property shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property. If the Tax Basis of such property is zero, the Book depreciation, depletion, or amortization with respect to such property shall be computed by using a method consistent with the requirements of the Treas. Reg. Section 1.704-1(b)(2)(iv).

(e)Allocations to the Capital Accounts of the Members shall be based on the Book income or loss of the Company as determined pursuant to this Section 3.01. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.

(f)For purposes of applying Section 5.1 of the Agreement, Book income and gain and Book loss and deduction shall not include items allocated pursuant to Sections 3.02, 3.03, 3.04(a) and 3.04(b) of this Article III, Appendix A.

3.02Allocation of Nonrecourse Deductions. Notwithstanding any other provisions of the Agreement, Nonrecourse Deductions shall be allocated among the Members in accordance with the Members’ Percentage Shares.

3.03Allocation of Member Nonrecourse Deductions. Notwithstanding any other provisions of the Agreement, any item of Member Nonrecourse Deduction with respect to a Member Nonrecourse Debt shall be allocated to the Member or Members who bear the economic risk loss for such Member Nonrecourse Debt in accordance with Treas. Reg. Section 1.704-2(i).

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3.04Chargebacks of Income and Gain. Notwithstanding any other provisions of the Agreement:

(a)Company Minimum Gain. In the event that there is a net decrease in Company Minimum Gain for a taxable year of the Company, then before any other allocations are made for such taxable year, each Member shall be allocated items of Book income and gain for such year (and, if necessary, for subsequent years) to the extent required by Treas. Reg. Section 1.704-2(f).

(b)Member Nonrecourse Debt Minimum Gain. In the event that there is a net decrease in Member Nonrecourse Debt Minimum Gain for a taxable year of the Company, then after taking into account allocations pursuant to paragraph (a) immediately preceding, but before any other allocations are made for such taxable year, each Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such year shall be allocated items of Book income and gain for such year (and, if necessary, for subsequent years) to the extent required by Treas. Reg. Section 1.704-2(i) (4).

(c)Application for Waiver. In the event that the Company determines that the application of the provision of Section 3.04(a) or Section 3.04(b) would cause a distortion in the economic arrangement among the Members, the Managing Member may, on behalf of the Company, request a waiver of the application of either or both of such provisions pursuant to Treas. Reg. Section 1.704-2(f) (4) or Treas. Reg. Section 1.704-2(i) (4).

(d)Qualified Income Offset. In the event that any Member unexpectedly receives any Account Reduction Item that results in an Excess Deficit Balance at the end of any taxable year after taking into account all other allocations and adjustments under this Agreement other than allocations under Section 3.04(e), then items of Book income and gain for such year (and, if necessary, for subsequent years) will be reallocated to each such Member in the amount and in the proportions needed to eliminate such Excess Deficit Balance as quickly as possible.

(e)Gross Income Allocation. If, at the end of any taxable year, the Capital Accounts of any Members have Excess Deficit Balances after taking into account all other allocations and adjustments under this Agreement, then items of Book income and gain for such year will be reallocated to such Members in the amount and in the proportions needed to eliminate such Excess Deficit Balances as quickly as possible.

3.05Reallocation to Avoid Excess Deficit Balances. Notwithstanding any other provisions of the Agreement, no Book loss or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Excess Deficit Balance in the Capital Account of such Member. Such Book loss or deduction shall be reallocated away from such Member and to the other Members in accordance with the Agreement, but only to the extent that such reallocation would not cause or increase Excess Deficit Balances in the Capital Accounts of such other Members.

3.06Corrective Allocation. Subject to the provisions of Sections 3.02, 3.03, 3.04, and 3.05, but notwithstanding any other provision of the Agreement, in the event that any Regulatory Allocation is made pursuant to this Appendix for any taxable year, then remaining Book items for such year (and, if necessary, Book items for subsequent years) shall be allocated or reallocated in

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such amounts and proportions as are appropriate to restore the Adjusted Capital Account Balances of the Members to the position in which such Adjusted Capital Account Balances would have been if such Regulatory Allocation had not been made (taking into account expected future Regulatory Allocations in such determination).

3.07Other Allocations.

(a)If during any taxable year of the Company there is a change in any Member’s interest in the Company, allocations of Book income or loss for such taxable year shall take into account the varying interests of the Members in the Company in a manner consistent with the requirements of Section 706 of the Code.

(b)If and to the extent that any distribution of Section 751 Property to a Member in exchange for property other than Section 751 Property is treated as a sale or exchange of such Section 751 Property by the Company pursuant to Treas. Reg. Section 1.751-1(b) (2), any Book gain or loss attributable to such deemed sale or exchange shall be allocated only to Members other than the distributee Member.

ARTICLE IVALLOCATION OF TAX ITEMS

4.01In General. Except as otherwise provided in this Article IV, all items of income, gain, loss, and deduction shall be allocated among the Members for federal income tax purposes in proportion to the corresponding allocation (if any) for Book purposes pursuant to Section 5.1 or Article III of Appendix A of the Agreement.

4.02Section 704(c) Allocations. In the event that the Book Value of an item of Company property differs from its Tax Basis, allocations of depreciation, depletion, amortization, gain, and loss with respect to such property will be made for federal income tax purposes in a manner that takes account of the variation between the Tax Basis and Book Value of such property in accordance with Section 704(c) (1) (A) of the Code and Treas. Reg. Section 1.704-1(b) (4) (i). The Managing Member shall have discretion to determine the appropriate method for making such allocations

4.03Tax Credit. Tax credits shall be allocated among the Members in accordance with Treas. Reg. Section 1.704-1(b) (4) (ii).

ARTICLE VOTHER TAX MATTERS

5.01Excess Nonrecourse Liabilities. For the purpose of determining the Members’ shares of the Company’s Excess Nonrecourse Liabilities pursuant to Treas. Reg. Sections 1.752-3(a) (3) and 1.707-5(a) (2) (ii), and solely for such purpose, the Company will first allocate Excess Nonrecourse Liabilities to each Member to the extent of, and in proportion to, each Member’s respective Code Section 704(c) gain not otherwise taken into account under Treas. Reg.

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Section 1.752-3(a)(2). Any remaining Excess Nonrecourse Liabilities will be allocated among the Members in accordance with their respective Percentage Shares.

5.02Exculpatory Liabilities. The Company may (a) treat deductions attributable to Exculpatory Liabilities as deductions that are not Nonrecourse Deductions, and (b) disregard Exculpatory Liabilities in the determination of Company Minimum Gain.

5.03Treatment of Certain Distributions.

(a)In the event that (i) the Company makes a distribution that would (but for this Subsection (a)) be treated as a Nonrecourse Distribution; and (ii) such distribution does not cause or increase a deficit balance in the Capital Account of the Member receiving such distribution as of the end of the Company’s taxable year in which such distribution occurs; then the Company may treat such distribution as not constituting a Nonrecourse Distribution to the extent permitted by Treas. Reg. Section 1.704-2(h)(3).

(b)In the event that (i) the Company makes a distribution that would (but for this Subsection (b)) be treated as a Member Nonrecourse Distribution; and (ii) such distribution does not cause or increase a deficit balance in the Capital Account of the Member receiving such distribution as of the end of the Company’s taxable year in which such distribution occurs; then the Company may treat such distribution as not constituting a Member Nonrecourse Distribution to the extent permitted by Treas. Reg. Section 1.704-2(i)(6).

5.04Reduction of Basis. In the event that a Member’s interest in the Company may be treated in whole or in part as depreciable property for purposes of reducing such Member’s basis in such interest pursuant to Section 1017(b)(3)(C) of the Code, the Company shall, upon the request of such Member, make a corresponding reduction in the basis of its depreciable property with respect to such Member. Such request shall be submitted to the Company in writing, and shall include such information as may be reasonably required in order to effect such reduction in basis.

5.05Partnerships. At the request of any Member, the Company will make, to the extent not already in effect, an election under Section 754 of the Code to the extent permitted thereunder. Any Member that is a partnership (or that is treated as a partnership for federal income tax purposes) shall promptly notify the Company in writing upon any of the following occurrences:

(c)any event, such as a sale or exchange of an interest in such Member, that will result in an adjustment to the basis of the assets of such Member under Section 743(b) of the Code pursuant to an election under Section 754 of the Code;

(d)any event, such as a distribution of cash or other property by such Member, that will result in an adjustment to the basis of such Member’s assets under Section 734(b) of the Code pursuant to an election under Section 754 of the Code; or

(e)any event that will result in the termination of such Member as a partnership pursuant to Section 708(b) (1) (B) of the Code.

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* * * * * * * * * * * * * *

APPENDIX A-10

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SCHEDULE I

PERCENTAGE SHARES AND CAPITAL CONTRIBUTIONS

Member’s Name	Initial Capital Contributions	Percentage Share
RPI Tupelo Mall, LLC	$44,672,595	49.83%
Barnes Crossing Mall, Inc.	$1,048,905	1.17%
David Hocker	$41,239,000	46%
Talmage Hocker	$1,613,700	1.8%
Mark Pulliam	$1,075,800	1.2%

Schedule I

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SCHEDULE II

AFFILIATED TRANSACTIONS

• The Management Agreement

• The Consulting Agreement

Schedule II

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EX-10.32

EXECUTION VERSION

EXHIBIT 10.32

LIMITED LIABILITY COMPANY AGREEMENT

OF

TUP 330 COMPANY, LLC

a Delaware limited liability company

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TABLE OF CONTENTS

Page

I. ORGANIZATIONAL MATTERS 2

1.1 Formation of Company    2

1.2 Name    2

1.3 Purpose of the Company; Business    2

1.4 Fictitious Business Name Statements; Other Certificates    2

1.5 Principal Place of Business, Office and Agent    3

1.6 Term    3

1.7 Effective Date    3

1.8 Representations of Members    3

1.9 Independent Activities; Radius Restriction    4

II. PERCENTAGE SHARE AND CAPITAL CONTRIBUTIONS    5

2.1 Percentage Share    5

2.2 Initial Capital Contributions    5

2.3 Additional Capital Contributions    5

2.4 Limited Liability    6

2.5 Withdrawal and Return of Capital; Interest on Capital    6

2.6 No Third Party Rights    6

2.7 Withdrawal    7

III. DISTRIBUTIONS    7

3.1 Allocation of Distributions    7

3.2 Timing of Distribution    7

IV. CAPITAL ACCOUNTS AND ACCOUNTING    8

4.1 Capital Accounts    8

4.2 Accounting    8

4.3 Restoration of Negative Balances    8

V. PROFITS AND LOSSES    8

5.1 Book Income or Loss From Operations or Capital Events    8

VI. POWERS, DUTIES AND LIMITATIONS UPON THE MEMBERS    8

6.1 Management    8

6.2 Property Management    11

6.3 Managing Member.    11

6.4 Other Activities    13

6.5 Liability of the Managing Member    13

6.6 Rights of Members    14

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6.7 Tax Matters Partner    14

6.8 Compensation and Reimbursement of the Members; Transactions with Members and Affiliates    14

6.9 Limitations on Liability; Indemnity    15

6.10 Preparation of Proposed Annual Budgets    15

6.11 Capital Plans    17

VII. DISSOLUTION    18

7.1 Dissolution    18

7.2 Winding Up    18

7.3 Final Accounting    19

7.4 Certificate of Cancellation    19

VIII. TRANSFERS OF INTERESTS; NEW MEMBERS    19

8.1 General    19

8.2 Permitted Transfers    20

8.3 Right of First Refusal on Hocker Interests    21

8.4 Tag Along    23

8.5 Intentionally Omitted    24

8.6 Intentionally Omitted    24

8.7 Call Option    24

8.8 Put Option    27

8.9 Forced Sale    28

8.10 Forced Sale Recipient Purchase    30

8.11 Corresponding Elections; Companion Agreements    32

8.12 Assignees    32

8.13 Substituted Members    32

8.14 Distributions in Respect of Transferred Interests    32

IX. CONFIDENTIALITY    33

9.1 Proprietary Information    33

9.2 Members’ Covenants    33

9.3 Rights    33

X. AMENDMENTS TO THE AGREEMENT    34

XI. DEFINITIONS    34

XII. MISCELLANEOUS    45

12.1 Notices    45

12.2 Waiver    45

12.3 Arbitration    45

12.4 Entire Agreement    46

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12.5 Governing Law    46

12.6 Binding Nature    46

12.7 Invalidity    46

12.8 Counterparts    46

12.9 Headings    46

12.10 Terminology    46

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LIST OF EXHIBITS

EXHIBIT A    INTENTIONALLY OMITTED

EXHIBIT B    Description of Property

EXHIBIT C    2014 Annual Budget

EXHIBIT D    Form of Tax Protection Agreement

EXHIBIT E    INTENTIONALLY OMITTED

EXHIBIT F    Capital Plan

APPENDIX A    Tax Matters

SCHEDULE I    Initial Capital Contributions and Percentage Shares

SCHEDULE II    Affiliate Agreements

List of Exhibits

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LIMITED LIABILITY COMPANY AGREEMENT

OF

TUP 330 COMPANY, LLC

a Delaware liability company

This LIMITED LIABILITY COMPANY AGREEMENT of TUP 330 COMPANY, LLC, a Delaware limited liability company, is made and entered into effective as of August 29, 2014 by and among RPI Tupelo Vacant, LLC (“Rouse”), David E. Hocker, an individual (“Hocker”), D. Talmage Hocker, an individual (“Talmage”) and Mark Pulliam, an individual (“Pulliam”, and together with Hocker and Talmage, collectively, the “Hocker Members” and, together with Rouse, collectively, the “Members” and each, individually, a “Member”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context shall have the meanings set forth or cross-referenced in Article XI, “Definitions,” and in Appendix A, of this Agreement.

WHEREAS, the Company was formed on August 25, 2014 by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware (the “Certificate of Formation”) for the purposes of acquiring and owning, a direct and/or indirect interest in, and developing, financing, managing, operating, improving, leasing and disposing of, the Property and the buildings and improvements now or hereafter located thereon.

WHEREAS, prior to the formation of the Company, the Hocker Members, and certain other Persons controlled by Robert F. Coffin (“Coffin”) formed TUP 330 Company, Limited Partnership, a Kentucky limited partnership (“Predecessor Partnership” and Predecessor Partnership owned the Property (as defined below).

WHEREAS, pursuant to that certain Purchase and Sale Agreement by and among R.F. Coffin Ventures, Inc., an Ohio corporation, Coffin Limited Partnership, an Ohio limited partnership, Coffin Enterprises Limited Partnership, an Ohio limited partnership, Robert F. Coffin, as Trustee of RFC Trust #2 dated April 27, 2004 for the benefit of Robert F. Coffin, as amended, MCC 430, LLC, an Ohio limited liability company, David E. Hocker, RPI Tupelo Mall, LLC, a Delaware limited liability company, RPI Tupelo Vacant, LLC, a Delaware limited liability company, RPI Tupelo Vacant II LLC, a Delaware limited liability company and RPI Tupelo 430 Crossing, LLC, a Delaware limited liability company, dated as of August 29, 2014 (the “Purchase and Sale Agreement”), Coffin sold all of his direct and indirect interests in the Predecessor Partnership to Rouse and RPI Tupelo Vacant II LLC.

WHEREAS, in accordance with that certain Joint Agreement and Plan of Merger and Inducement Agreement, dated as of August 29, 2014 (“Agreement of Merger”), Predecessor Partnership was merged into and with the Company, with the Company being the surviving entity.

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WHEREAS, on the date hereof, RPI Tupelo Vacant II LLC assigned its membership interest in the Company to RPI Tupelo Vacant LLC.

WHEREAS, the Members desire to operate the Company for the purposes and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and subject to the terms and conditions of this Agreement, the Members do hereby agree as follows:

I.ORGANIZATIONAL MATTERS

1.1Formation of Company. The Company was formed and will be operated as a limited liability company pursuant to the provisions of the Act and this Agreement. Subject to Section 6.3.1(vii) the Managing Member shall have the right to cause the execution, delivery and filing of, any necessary or advisable amendments or restatements to the Certificate of Formation, and any other certificates, notices, statements or other instruments (and any amendments or statements thereof) necessary or advisable for the operation of the Company in all jurisdictions where the Company may elect to do business, provided that such instruments shall not amend the substantive rights of the parties to this Agreement.

1.2Name. The name of the Company shall be TUP 330 Company, LLC.

1.3Purpose of the Company; Business. The purpose of the Company shall be:

(a)to directly or indirectly (through a Subsidiary) acquire, hold and own the retail asset(s) and related structures and improvements described in Exhibit B attached hereto and any other real property acquired in accordance with the terms hereof (the “Property”);

(b)to own, directly or indirectly, any Subsidiary;

(c)to directly or indirectly own, ground lease, develop, operate, manage, mortgage, lease or sell the Company Assets;

(d)to directly or indirectly borrow money and in connection therewith, to mortgage, encumber, pledge, hypothecate, or subject to a deed of trust each of the Company Assets;

(e)to engage in activities necessary, incidental or convenient to any of the foregoing; and

(f)to exercise all powers enumerated in the Act.

1.4Fictitious Business Name Statements; Other Certificates. The Managing Member shall, from time to time, file such fictitious or trade name statements or certificates in such jurisdictions and offices as it considers necessary or appropriate. The Company may do business under any other fictitious business name deemed desirable by the Managing Member; provided that the Managing Member shall notify the Hocker Members of any such fictitious business

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name. The Managing Member shall also, from time to time, file such certificates of amendment, certificates of cancellation, or other certificates as may be required under the Act to establish and continue the Company as a limited liability company and to authorize the Company to conduct business as a foreign limited liability company in any jurisdiction in which the Company is doing business and to protect the limited liability of the Managing Member as contemplated by the Act.

1.5Principal Place of Business, Office and Agent.

The principal place of business of the Company and office where the records of the Company shall be kept shall be located at the offices of Rouse, c/o Rouse Properties, Inc., 1114 Avenue of the Americas, Suite 2800, New York, NY 10036-7703, or at such other location as shall be specified upon prior notice to the Hocker Members from time to time by the Managing Member. The address of the registered office of the Company in the State of Delaware and the agent for service of process on the Company in the State of Delaware shall be c/o Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808, Attn: Aurora Herrera.

1.6Term. The term of the Company began upon the filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless sooner terminated as provided in this Agreement or pursuant to the Act.

1.7Effective Date. This Agreement shall be effective from and after the date first above written (the “Effective Date”).

1.8Representations of Members.

(a)Authority. Each of the Members hereby represents and warrants for the benefit of the Company and each other Member that: (a) it has full power, authority and/or capacity, as the case may be, to enter into this Agreement and perform its obligations hereunder; (b) all transactions and other agreements, instruments and documents contemplated by this Agreement to be performed or executed by it have been duly authorized by all necessary action of its members, partners or directors and stockholders (as the case may be), if and as required; (c) the consummation of such transactions will not result in a material breach or violation of, or a material default under, any charter, bylaws, codes of regulation, articles of organization, operating agreement, partnership agreement, or any other agreement by which it is governed or by which it or any of its properties is bound or any statute, regulation, order or other law to which it is subject; and (d) this Agreement and all other agreements, instruments and documents herein provided to be executed are binding and enforceable on its part in accordance with the terms hereof and thereof.

(b)Securities Exemption. Each Member further warrants and represents to the Company and each other Member that such Member (i) understands and acknowledges that the interests in the Company have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction; (ii) is an

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“accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act); (iii) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of investing in the Company; (iv) is able to bear the economic risk of an investment in the interests in the Company for an indefinite period, including the risk of a complete loss of any such investment; and (v) holds or is acquiring the interests in the Company for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof.

(c)Additional Representations. Each Member hereby represents and warrants to the Company and each other Member and acknowledges that: (i) it is, and shall continue to be, in compliance with all laws relating to anti-money laundering, anti terrorism, trade embargoes and economic sanctions now or hereafter in effect, including, without limitation, Executive Order 13224, “Blocking Property Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism,” 66 Fed. Reg. 49079 (Sept. 23, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 or any enabling legislation or executive order relating hereto (collectively, the “AT/AML Laws”); (ii) it is not directly owned or controlled, nor to its actual knowledge, is it indirectly owned or controlled, in whole or in part, by a Blocked Person; and (iii) to its actual knowledge, it has not, does not, and will not, conduct any business with a Blocked Person or otherwise engage in any transaction relating to any property, or interests in property, blocked by any AT/AML Law. “Blocked Person” means any Person now or hereafter listed by the United States Treasury Department’s Office of Foreign Assets Control on the so-called “Specially Designated Nationals and Blocked Persons” list or any other list now or hereafter maintained by such Office pursuant to any requirements of law.

1.9Independent Activities; Radius Restriction.

(a)General Scope of Independent Activities. Subject to Section 1.9(d), the Members hereby expressly acknowledge that each of their respective Affiliates is involved in transactions, investments and business ventures and undertakings of every nature, which include, without limitation, activities which are not associated in any manner with real estate, as well as the ownership, construction, development, management, marketing, sale and operation of real property and improvements of every type and nature thereon (all such investments and activities being referred to hereinafter collectively as the “Independent Activities” and individually as an “Independent Activity”).

(b)Waiver of Rights with Respect to Independent Activities. Subject to Section 1.9(d), nothing in this Agreement shall be construed to: (i) prohibit any Affiliate of a Member from continuing, acquiring, owning or otherwise participating in any Independent Activity that is not owned or operated by the Company or any Subsidiary, even if such Independent Activity is not on or with respect to any of the Property and may be in competition with the Company or any Subsidiary; or (ii) require any Member or its Affiliates to allow the Company or any Subsidiary or the other Members to participate in the ownership or profits of any such Independent Activity. To the extent any Member would have any rights or claims arising under this Agreement or out of such Member’s status as such against the other Member as

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a result of the Independent Activities of any other Member or its Affiliates, whether arising by statute, common law or in equity, the same are hereby waived.

(c)Limitation on Company Opportunities. Each Member hereby represents and warrants to each other Member that such Member has not been offered, as an inducement to enter into this Agreement, the opportunity to participate with any other Member or any Affiliate of such other Member in the ownership or profits of any Independent Activity of any kind whatsoever of such Member or its Affiliates other than as expressly set forth herein or in the Affiliate Agreement. The Members expressly acknowledge that the opportunities of the Company shall be limited to the Company Assets and shall not extend to any other property, investment or activity, other than as expressly set forth herein.

(d)Radius Restriction; Right of First Opportunity. Each of Rouse and the Hocker Members (on behalf of themselves and their respective Affilliates and their permitted successors and assigns hereunder) agree that for so long as such Member is a member of the Company and for a period thereafter of eighteen (18) months after such Member’s withdrawal from, or the dissolution of, the Company, that such Member will not invest in or develop a shopping center within sixty (60) miles of the Property (a “Competing Property”), without providing the other Member the right of first opportunity to invest in the Competing Property on the same terms and conditions as such Member proposes to invest in the Competing Property. If the other Member exercises such right then the investment in the Competing Property shall be in proportion to the same percentage interests that the Members hold in the Company at the time of such proposed investment in the Competing Property.

(e)Acknowledgment of Reasonableness. Each Member hereby expressly acknowledges, represents and warrants that (i) it is a sophisticated investor, (ii) it understands the terms, conditions and waivers set forth in this Section 1.9 and (iii) the provisions of this Section 1.9 are reasonable, taking into account the relative sophistication and bargaining position of the Members.

II.PERCENTAGE SHARE AND CAPITAL CONTRIBUTIONS

2.1Percentage Share. Subject to adjustment as provided in Section 2.3(b) below, each Member’s (i) name, (ii) Initial Capital Contributions, and (iii) Percentage Share are set forth in Schedule I attached hereto and made a part hereof.

2.2Initial Capital Contributions. It is acknowledged and agreed that, on or prior to the date hereof, the Members have funded or been deemed to have funded the aggregate amounts set forth on Schedule I as the Initial Capital Contributions of each Member.

2.3Additional Capital Contributions. In addition to the Initial Capital Contributions described in Section 2.2 above, the Members shall make Additional Capital Contributions to the Company as follows:

(a)Capital Calls. The Managing Member shall maintain records of each Member’s Capital Account. Upon a determination by the Managing Member in accordance with

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this Agreement that additional capital is required to fund (or in the event of any Non-Controllable Expenditures or Emergency Expenditure, if applicable, reimburse the Managing Member for) any Capital Call Expenditure, the Managing Member shall promptly give a notice (“Capital Call”) to the Members of the amount needed, and each Member shall remit good funds to the Company in proportion with its Percentage Share by the later of (i) ten (10) Business Days after receiving the Capital Call, or (ii) the date specified in the Capital Call. All capital contributed by a Member in excess of its Initial Capital Contributions shall be deemed an “Additional Capital Contribution” and shall be credited to each Member’s Capital Account.

(b)Failure to Make Additional Capital Contributions. If any of the Hocker Members (a “Non-Contributing Member”) fails to timely contribute some or all of the funds requested in a Capital Call (the “Failed Contribution”), then the Managing Member may in its sole discretion, elect one of the following options by written notice to the Non‑Contributing Member (if such Non‑Contributing Member shall fail to fund its required Additional Capital Contribution within five (5) Business Days after receipt of such notice):

(i)The Managing Member may elect to rescind the Capital Call. Upon such election, any Additional Capital Contribution made by any Member in connection with the Capital Call shall be refunded to such Member (including the Managing Member). Upon such election, Managing Member shall be deemed to have elected to cancel the request for such Additional Capital Contribution. No Member shall thereafter have any continuing obligation to fund any Additional Capital Contribution covered by the cancelled Capital Call unless and until Managing Member makes a new Capital Call, which may list some or all of the items covered by the cancelled Capital Call.

(ii)Rouse may elect to fund its Percentage Share as an Additional Capital Contribution and in addition, to lend the Failed Contribution to the Non‑Contributing Member by delivering an amount equal to the Failed Contribution directly to the Company. The amount equal to the Failed Contribution shall be treated as a loan (a “Member Loan”) by Rouse to the Non‑Contributing Member and an Additional Capital Contribution from the Non‑Contributing Member to the Company. Such Member Loan shall bear interest at a rate of eight percent (8%) per annum (computed on the basis of a 360 day year and actual days elapsed), compounded monthly to the extent not paid on or before the last day of each calendar month. Any Member Loan (to the extent of unpaid principal and interest) shall be recourse only to the Non‑Contributing Member’s Interest in the Company and shall be paid by the Company on behalf of the Non‑Contributing Member to Rouse in accordance with Section 3.1 hereof. Any such payment shall be treated for purposes of Sections 5.1 and 5.2 as having been distributed to the Non‑Contributing Member. The Non‑Contributing Member does hereby irrevocably appoint Managing Member, and any of its agents, officers or employees, as its attorneys-in-fact for the limited purpose of preparing and executing any documents, instruments and agreements (including any note) evidencing the Member Loan.

2.4Limited Liability. Except upon the express written agreement of each Member adversely affected thereby, no Member (including the Managing Member) shall be personally

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liable for the debts, liabilities, contracts or other obligations of the Company, whether arising in tort, contract or otherwise, solely by reason of being such Member (or Managing Member).

2.5Withdrawal and Return of Capital; Interest on Capital. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw any of its Capital Contributions or be entitled to receive any interest on its Capital Contributions.

2.6No Third Party Rights. Nothing contained in any provision of this Agreement, shall be construed to create any rights or benefits in any Person, other than the Members, and their respective legal representatives and permitted transferees, successors and assigns, subject to the limitations on Transfer contained in Article VIII hereof.

2.7Withdrawal. Except as specifically provided in Article VIII hereof, no Member may voluntarily or involuntarily withdraw from the Company or terminate its Interest therein without the prior written consent of the Managing Member. Any Member who withdraws from the Company in breach of this Section 2.7:

(d)shall be treated as a transferee of a Member’s Interest, as provided in the Act;

(e)shall have no right to participate in the business and affairs of the Company or to exercise any rights of a Member under this Agreement or the Act; and

(f)shall not be released from any obligation to the Company or the other Members under this Agreement.

III.DISTRIBUTIONS

3.1Allocation of Distributions. Distributions of Net Cash Flow (“Distributions”) shall be made to the Members, as and when determined by the Managing Member subject to Section 3.2, as follows:

(g)51.0% (or the Percentage Share of Rouse at the time of the Distribution) of each Distribution shall be distributed to Rouse.

(h)49.0% (or the aggregate Percentage Shares of the Hocker Members at the time of the Distribution) of each Distribution (the “Hocker Distribution Share”) shall be distributed to the Hocker Members. Provided, that the amount of the Hocker Distribution Share shall be paid (i) first, to Rouse to the extent of any Losses for which Rouse has been determined by a final judgment or arbitral award to be entitled to indemnification under the Agreement of Merger; (ii) second, to Rouse to the extent of (A) accrued but unpaid interest on any Member Loan; and (B) any unpaid principal on such Member Loan; and (iii) third, the balance, if any, to the Hocker Members. Further provided, that payments to Rouse on Member Loans under clause (ii) shall be made only to the extent that such payments do not reduce the actual distributions of Net Cash from Operations to the Hocker Members under this Section 3.1(b) to less than 50% of the Hocker Unadjusted Distributions Amount. Further provided, that the preceding sentence shall not apply to Distributions of Net Cash from Refinancings or Distributions of Net Cash from

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Sales. Any amounts paid to Rouse under clause (i) or clause (ii) shall be treated for all purposes as having been distributed to the Hocker Members and then paid by the Hocker Members to Rouse.

3.2Timing of Distribution. Net Cash From Operations shall be distributed at such times as are reasonably determined by the Managing Member, but not less frequently than quarterly (each a “Distribution Period”). Net Cash From Refinancings and Net Cash From Sales shall be distributed within ten (10) Business Days after the receipt thereof.

IV.CAPITAL ACCOUNTS AND ACCOUNTING

4.1Capital Accounts. Capital Accounts shall be maintained for each Member in accordance with Article II of Appendix A which is attached hereto and made a part of this Agreement.

4.2Accounting.

(a)The Company shall keep its books on the accrual basis and in accordance with accounting principles consistent with those employed for determining the Company’s income for federal income tax purposes, or consistent with generally accepted accounting principles (GAAP), as may be selected by the Managing Member, except as otherwise provided in this Agreement.

(b)The taxable year of the Company shall be the year ending December 31^st (except as otherwise required by Section 706 of the Code). The “Fiscal Year” of the Company shall be the same as its taxable year.

4.3Restoration of Negative Balances. No Member with a deficit balance in its Capital Account shall have any obligation, under any circumstances to the Company, to any other Member or to any third party to restore or repay said deficit balance.

V.PROFITS AND LOSSES

5.1Book Income or Loss From Operations or Capital Events. Subject to the provisions of Article III of Appendix A, all items of Book income, gain, loss or deduction included in Book Income or Loss From Operations and Book Income or Loss From Capital Events shall be allocated among the Members so as to make the Partially Adjusted Capital Account of each Member equal to such Member’s Target Balance, to the extent possible.

VI.POWERS, DUTIES AND LIMITATIONS UPON THE MEMBERS

6.1Management.

(a)Subject to the limitations set forth in Sections 6.2 and 6.3, and except as otherwise expressly provided herein to the contrary, the Members hereby appoint Rouse as the initial “Managing Member” of the Company, and, except as set forth in Sections 6.2 and 6.3 and elsewhere in this Agreement, the Managing Member shall have the exclusive right, power,

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authority and duty to manage the business and affairs of the Company and its Subsidiaries in accordance with the Approved Budget and otherwise in accordance with the provisions of this Agreement, the Act and all other applicable laws, rules and regulations. Each Subsidiary will be managed by the Company (and therefore by the Managing Member, as set forth in Section 6.3). Except as to Major Decisions and as otherwise set forth in this Agreement, no Member other than the Managing Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company or of any Subsidiary. The Managing Member’s authority, duties and responsibilities hereunder shall include the following (subject in all respects to the Approved Budget and all other provisions of this Agreement, including without limitation Sections 6.2 and 6.3, and the receipt of any approvals for decisions which are Major Decisions):

(i)collecting and depositing all rents and other funds received by the Company or a Subsidiary. If the Company or Subsidiary enters into a management agreement that is an Affiliate Agreement, all funds collected on behalf of the Company or the Subsidiary by the Affiliate shall be deposited in a bank account in the name of the Affiliate maintained by the Affiliate for use as a segregated depository for the Property managed by the Affiliate, and any interest earned on such deposits shall be allocated only for the benefit of the Company;

(ii)maintaining capital accounts and other books of account in accordance with Sections 4.1 and 4.2 and, upon receiving reasonable notice, making the same available for inspection, copying and audit (such copying and auditing to be at the requesting Member’s expense) at any reasonable time during regular business hours by any Member or its Authorized Representative;

(iii)arranging for the preparation of all necessary federal, state and local income tax returns on behalf of the Company and any Subsidiary, and arranging for the preparation and filing of all other tax forms required to be filed by the Company and any Subsidiary;

(iv)causing to be filed such certificates and doing such other acts as may be required by law to qualify and maintain the Company and any Subsidiary in Delaware as a limited liability company and maintaining current fictitious or trade name registrations in such jurisdiction;

(v)obtaining and maintaining all risk, public liability, workmen’s compensation, fidelity, forgery and other insurance, if any, as may be available and as may be necessary or appropriate for the Company and/or any Subsidiary;

(vi)paying all bills and expenses incurred in operating the Company and the Company Assets in accordance with the Approved Budget, the Capital Plans or otherwise to the extent Hocker’s approval is not required under Section 6.3.1(ii);

(vii)preparing, and circulating to Hocker, the Proposed Annual Budgets for approval pursuant to Section 6.10;

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(viii)entering into, amending and terminating leases with tenants of the Property (including ground leases) on terms that are within parameters established in the approved Annual Budget or otherwise on commercially reasonable terms as may be reasonably determined by the Managing Member, provided that Hocker shall have the right to review (but not approve) letters of intent for leases and lease amendments (“LOIs”) as well as final lease drafts for conformity with the LOIs;

(ix)incurring the cost of any building pad work and/or construction of a building core and shell in connection with any lease entered into by the Company;

(x)supervising the Management Company;

(xi)engaging nationally or regionally recognized consultants, architects, engineers, attorneys, accountants and other professionals in connection with the operation, maintenance or repair of the Property;

(xii)taking any and all actions in accordance with the Approved Budget and the Capital Plans which it deems necessary or advisable in connection with the business of the Company and/or its Subsidiaries, including, without limitation, entering into any contract, agreement, undertaking or transaction;

(xiii)in accordance with the Approved Budget and the Capital Plans, contracting with or terminating contracts with such contractors, suppliers, architects, engineers, agents, managers, accountants, attorneys, consultants and other Persons as it deems necessary or appropriate to carry out the business and affairs of the Company and/or any Subsidiary, and paying such fees, expenses and other compensation to any such Person or entity as it shall deem appropriate and as is contemplated under the Approved Budget and the Capital Plans;

(xiv)paying any and all fees and operating expenses and making any and all expenditures, in each case in accordance with the Approved Budget and the Capital Plans, which it deems necessary or appropriate in connection with the organization of the Company and/or any Subsidiary, the management of the affairs of the Company and/or any Subsidiary and the carrying out of its obligations and responsibilities under this Agreement;

(xv)instituting, defending, adjusting, settling or otherwise compromising any actual or threatened claim, lawsuit, administrative proceeding, judgment, litigation, arbitration, mediation or other proceeding;

(xvi)making or revoking any reasonable tax elections, tax accounting or financial accounting elections or other decisions with respect to the Company and any Subsidiary;

(xvii)communicating with any lender, as appropriate, on behalf of the Company and/or any Subsidiary;

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(xviii)advance funds necessary for the payment of Non-Controllable Expenditures or to make Emergency Expenditures, for which such advances Managing Member shall be reimbursed in accordance with Section 2.3(a); and

(xix)executing and delivering, in the name and on behalf of the Company and/or any Subsidiary, any documents and instruments contemplated to be executed and delivered hereunder pursuant to its authority as Managing Member.

(b)Subject in all respects to Major Decisions and the other provisions of this Agreement, in addition to the functions to be performed by the Managing Member pursuant to Section 6.1(a), the Managing Member shall also perform administrative and ministerial functions, such as the selection of depositories and banking institutions, the giving of notices and similar acts and deeds.

(c)All Affiliate Agreements shall be conducted on an arm’s length basis on terms at least as favorable as those provided to an unrelated third party. The fees and agreements described on Schedule IV attached hereto are hereby approved.

(d)Rouse (and its permitted assignees) shall have the right, in its sole discretion, to assign its rights as Managing Member to any Affiliate of Rouse that is (or becomes) a Member, provided that such assignee assumes in writing Managing Member’s obligations in such capacity as the Managing Member.

6.2Property Management. The Members hereby acknowledge and agree that the Property shall be managed and leased by the Management Company as more particularly set forth in the Management Agreement. Additionally, the Management Company and Hocker shall enter into the Consulting Agreement which shall remain in effect until the earlier to occur of (a) the third (3rd) anniversary of the Effective Date and (b) a Hocker Termination Date.

6.3Managing Member.

6.3.2Major Decisions. All Major Decisions shall be made upon the recommendation of the Managing Member and shall require the approval of Hocker, which approval, except as otherwise expressly set forth with respect to such Major Decision, shall not be unreasonably withheld, conditioned or delayed. Hocker shall appoint an individual to act as its Authorized Representative for all purposes, including the granting of approval. Hocker hereby appoints David E. Hocker as its initial Authorized Representative, and may at any time, upon prior written notice to the Managing Member, appoint Scott D. Hornaday as a successor Authorized Representative. Except as provided in the preceding sentence, Hocker shall not replace its Authorized Representative without the prior written consent of the Managing Member. Major Decisions (“Major Decisions”) shall be comprised exclusively of the following:

(i) subject to the terms set forth in Article VIII hereof, entering into an agreement or option to sell, transfer, assign or otherwise dispose of all or any part of the Property, the Company Assets and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business), or entering into any

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amendment, renegotiation, modification, supplement or extension of any agreement or option to sell, transfer, assign or otherwise dispose of all or any portion of any Company Asset and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business);

(ii)approving capital expenditures in excess of $500,000 in any Fiscal Year which are not expressly reflected in the Capital Plan by a specific line item or other specific designation, other than Emergency Expenditures and/or Non-Controllable Expenditures or expenditures under Section 6.1(ix), which may be incurred without the approval of Hocker;

(iii)creating or incurring any indebtedness, encumbrance, lien, security interest or charge of any kind on any Company Assets, or any assets of any Subsidiary; provided, that the Managing Member may, without the approval of Hocker, cause the Company or any Subsidiary to enter into a Qualified Financing; and provided, further, trade payables incurred in accordance with the Approved Budget that remain outstanding for not more than one-hundred and eighty (180) days shall not require the approval of Hocker, and the Managing Member may, without the approval of Hocker, cause the Company or any Subsidiary to incur indebtedness on commercially reasonable terms in the ordinary course of business in an amount not to exceed $150,000 (increased annually based on the percentage increase in the CPI Index over the prior year) in any Fiscal Year;

(iv)causing the Company and/or any Subsidiary to file or consent to or acquiesce in any petition with respect to the Company and/or any Subsidiary under any chapter of Title 11 of the United States Bankruptcy Code or any similar law or regulation, seeking the appointment of a custodian, receiver or trustee of any of the Company Assets and/or any Subsidiary’s assets, making an assignment for the benefit of creditors, or admitting on behalf of the Company and/or any Subsidiary that the Company and/or any Subsidiary is insolvent or unable to pay its or their debts as they come due; Hocker’s approval with respect to this clause (iv)may be granted or withheld in its sole discretion;

(v)approving or disapproving a creditors’ plan, the filing of an involuntary petition of bankruptcy or the dismissal or discharge of a claim of bankruptcy in connection with bankruptcy proceedings involving any Person contracting with the Company and/or any Subsidiary; Hocker’s approval with respect to this clause (v) may be granted or withheld in its sole discretion;

(vi)except as expressly provided or permitted in this Agreement, (a) admitting any Person as a Member of the Company, or admitting any Person as partner, member, shareholder, trustee, or beneficiary of any Subsidiary, as applicable, (b) issuing or selling any interests in the Company and/or in any Subsidiary, or (c) causing or permitting a Transfer of Interest in the Company and/or the interests in any Subsidiary; and

(vii)amending this Agreement or the Certificate in any material respect.

6.3.3Whenever the consent of Hocker is required pursuant to thisSection 6.3, such consent shall be deemed to have been given by Hocker if it shall not have responded to the

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Managing Member on or before 5:00 p.m., New York time, on the date that is ten (10) Business Days following the delivery of a Major Decision Request (the “Response Deadline”), provided the Managing Member shall have delivered to Hocker a written request for approval of such Major Decision, accompanied by sufficient information with respect to the Major Decision in question to enable Hocker to make an informed judgment with respect to such Major Decision (a “Major Decision Request”).

6.3.4Disagreement on Major Decisions. Notwithstanding anything herein to the contrary, if Hocker withholds, conditions or delays its consent in good faith with respect to any Major Decision (a “Major Decision Impasse”), then, Managing Member may submit the dispute to binding arbitration under Section 12.3 and if the Managing Member is successful in such arbitration may take the action sought with respect to such Major Decision.

6.3.5Compliance Actions; Emergency Actions. Notwithstanding anything to the contrary herein, including provisions hereof limiting the authority of the Managing Member or requiring the approval of Hocker, the Managing Member shall have the right, without the consent of Hocker, to take (i) Emergency Actions and (ii) all actions ("Compliance Actions") reasonably necessary to prevent or cure a breach or violation of or a default under (x) legal requirements applicable to the Company or any Subsidiary or any of their respective assets, (y) the requirements of the financing encumbering the Property,or (z) any other material contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective assets are bound. In the event that the Managing Member concludes that a Compliance Action or Emergency Action must be taken that would otherwise be prohibited under this Agreement, the Managing Member shall, to the extent practicable, give written notice to Hocker that it proposes to take such Compliance Action or Emergency Action and, in any event, shall inform Hocker that such Compliance Action or Emergency Action has been taken.

6.3.6Quarterly Reports; Tax Information. The Managing Member shall prepare and provide to each Member on a quarterly basis, for informational purposes only, an unaudited income statement and balance sheet in the Rouse Member’s standard format, an investor package including, leasing status reports, capital expenditure summaries and rent rolls for the Property. The Managing Member shall also provide to each Member, on an annual basis, and financial statements for the Company and its Subsidiaries.

6.4Other Activities. No Member shall be required to devote its entire time or attention to the business of the Company and, except as set forth in Section 1.9(b), no Affiliate of a Member shall be restricted in any manner from participating in other businesses or activities, despite the fact that the same may be competitive with the business of the Company.

6.5Liability of the Managing Member.

(a)Except as otherwise specifically provided herein or under the Act, neither the Managing Member nor its Affiliates, nor any agent, representative, director, officer or employee of any of them, shall be liable, responsible or accountable in damages or otherwise to the Company or to any Member for any act or omission performed or omitted on behalf of the Company in good faith. In exercising its right hereunder, Managing Member shall be entitled to

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rely in good faith on information, opinions, reports or statements, including financial statements and other financial data provided by any attorney, accountant or other professional engaged in connection with the Company and/or Property.

(b)Notwithstanding anything to the contrary in this Agreement, to the extent that, at law or in equity, the Managing Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or any Subsidiary, any Member, any Affiliate of any Member or any other Person, the Managing Member, acting under this Agreement, shall not be liable to the Company, any Subsidiary, any Member, any Affiliate of any Member or any other Person, for a breach of fiduciary duty for its good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liability of the Managing Member otherwise existing at law or in equity, are agreed by each Member to replace such other duties and liabilities of the Managing Member.

(c)Except as otherwise specifically provided herein or under the Act, the Managing Member shall not be personally liable for the return or payment of all or any portion of the Capital Contributions of or distributions to any Member (or any successor, assignee or transferee thereof), it being expressly agreed that any such return of Capital Contributions or distributions pursuant to this Agreement shall be made solely from the assets of the Company (which assets shall not include any right of contribution from the Managing Member).

6.6Rights of Members.

(a)Except as specifically set forth herein, no Member shall (i) be permitted to take part in the management, control or conduct of the business or affairs of the Company or its Subsidiaries; (ii) have the right to vote on any matters; or (iii) have the authority or power in its capacity as a Member to act as agent for or on behalf of the Company, its Subsidiaries, or any other Member, to do any act which would be binding on the Company, its Subsidiaries, or any other Member, or to incur any expenditures or indebtedness on behalf of or with respect to the Company, its Subsidiaries or any other Member.

(b)Upon the written request of any Member, Managing Member shall provide to such Member (i) a current list of the full name and last known address of each Member; (ii) a copy of the Certificate of Formation; (iii) executed copies of any powers of attorney pursuant to the Certificate of Formation and/or this Agreement and/or any amendments to the Certificate of Formation or to this Agreement; (iv) copies of the Company’s or any Subsidiary’s federal, state and local income tax returns; (v) the Organizational Documents of the Company and its Subsidiaries; (vi) copies of any financial statements of the Company and any Subsidiary; and (vii) any other documents reasonably requested by such Member or otherwise required by law. Each Member shall be entitled, at all times during reasonable business hours, to inspect and copy (or to be provided with electronic versions of) the books and records of the Company and its Subsidiaries, including without limitation, any of the foregoing documents.

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6.7Tax Matters Partner.

The Managing Member shall be the Company’s Tax Matters Partner (“TMP”) pursuant to Section 6231(a)(7) of the Code and corresponding provisions of state and local law. The TMP shall not participate in any material tax controversy or take or refuse to take any material action in connection therewith without the consent of Hocker, which shall not be unreasonably withheld, conditioned or delayed. The TMP shall be the liaison between the Company and the Internal Revenue Service and shall be the coordinator of the Company’s actions pursuant to any tax audit of the Company or any Subsidiary. The TMP shall have the duties specifically delegated to a “tax matters partner” under the Code and applicable Treasury Regulations (as well as such other duties as may from time to time be delegated to it by the Members).

6.8Compensation and Reimbursement of the Members; Transactions with Members and Affiliates.

(a)No Person described in clause (y) of the definition of “Affiliate Agreement” shall receive any compensation for services rendered to the Company and/or its Subsidiaries except pursuant to an Affiliate Agreement. All Affiliate Agreements shall be in writing.

(b)Upon submitting reasonable written documentation evidencing proof of payment, the Members (including the Managing Member) shall be entitled, in addition to all other distributions and reimbursements to which they may otherwise be entitled hereunder by reason of their Percentage Shares, to reimbursement for all Company Expenses approved by the Managing Member, which approval shall not be unreasonably withheld or delayed, and paid by the Members on behalf of the Company or the Subsidiary.

(c)Amounts paid by the Company or a Subsidiary pursuant to an Affiliate Agreement shall be treated for all purposes as amounts paid to non-Members and any amounts so received by any Member or Affiliate shall belong to it and not to the Company or the Subsidiary.

6.9Limitations on Liability; Indemnity. No Member shall be liable to the Company or any other Member for actions taken in good faith by such Member and within the scope of the authority conferred on such Member herein in connection with the Company and/or any Subsidiary; provided that a Member shall in all instances remain liable for acts that a court of competent jurisdiction, upon entry of a final judgment, shall find to constitute gross negligence, willful misconduct or fraud (collectively, “Bad Acts”). The Member committing the Bad Acts (the “Breaching Member”) agrees to indemnify, defend and hold harmless the other Member from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Company, any Subsidiary or any other Member arising out of any claim based upon the Breaching Member’s Bad Acts, except with respect to any other Member, to the extent that such Member may have materially contributed to any Bad Acts committed by the Breaching Member. No Member shall be indemnified hereunder if it has benefited directly or indirectly from the Breaching Member’s Bad Acts, unless such Member relinquishes such benefit. The Company, its receiver or trustee, shall indemnify, defend and hold harmless each Member, to the extent of the Company Assets (without any obligation of any Member to make contributions to the Company

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to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by a Member arising out of any claim based upon acts performed or omitted to be performed by any Member taken in good faith by such Member and within the scope of the authority conferred on such Member in connection with the business of the Company, including, without limitation, reasonable attorney’s fees and costs incurred by the Member in the settlement or defense or such claim, provided that no Member shall be indemnified by the Company for claims based upon Bad Acts.

6.10Preparation of Proposed Annual Budgets. In connection with the management of the Company and the Subsidiary, the Managing Member shall be responsible for the following:

(a)The preparation of a detailed Proposed Annual Budget in the form attached hereto as Exhibit C for the Company, its Subsidiaries, and the Property, prepared on a line-item basis, which sets forth the estimated costs and expenses to be incurred by the Company and the Subsidiaries in connection with the management and operation of the Property and any other material Company Assets for each calendar month in the next ensuing Fiscal Year as well as a total budget for such year, which shall include all anticipated income, operating expenses, working capital and other necessary reserves and capital expenditures (including those set forth in the Capital Plan). The Proposed Annual Budget, once approved by Hocker pursuant to subclause (b)below, or modified as provided in subclause (b)below, shall be referred to herein as the “Approved Budget”. Except as otherwise provided in this Agreement, the Managing Member shall be authorized to make only those expenditures and take only those actions which are included in, or contemplated by, the Approved Budget then in effect; provided, however, that the Managing Member shall also be authorized to make those additional expenditures and take those actions excepted in Section 6.3.1(ii) and shall be authorized to make additional operating expenditures to the extent that such expenditures do not exceed the amounts set forth in the Approved Budget by more than ten percent (10%) with respect to any line item or by an aggregate amount of more than five percent (5%) of the total Approved Budget, with the exception of any Emergency Expenditures or Non-Controllable Expenditures, which shall not be subject to the foregoing limitations. With respect to Emergency Expenditures or Non-Controllable Expenditures, the Managing Member shall use commercially reasonable efforts to contact Hocker prior to making any such Emergency Expenditure or Non-Controllable Expenditures, and in all events, shall notify Hocker within five (5) Business Days after such an Emergency Expenditure or Non-Controllable Expenditures has been made.

(b)The Managing Member shall submit a Proposed Annual Budget to Hocker on or before November 1^st for the immediately following Fiscal Year. Hocker shall, within ten (10) days after receipt of an initial Proposed Annual Budget, either (a) approve the Proposed Annual Budget, which approval shall not be unreasonably withheld, delayed or conditioned; or (b) advise the Managing Member in writing of Hocker’s specific objections thereto. If Hocker has objections to the Proposed Annual Budget, the Managing Member shall then use its good faith efforts to revise the Proposed Annual Budget to address such objections and resubmit the same to Hocker in writing within seven (7) Business Days after its receipt of the objections thereto, whereupon the process set forth above shall be utilized again (except that Hocker shall respond to any revised Proposed Annual Budget in writing within five (5) Business Days and

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shall only be permitted to object with respect to items specifically objected to in such prior iteration(s) of the Proposed Annual Budget), until a Proposed Annual Budget has been approved. In addition, at any time after an Approved Budget has been approved by Hocker, the Managing Member shall have the right to submit a revised or amended Proposed Annual Budget in writing to Hocker for approval (subject to the same reasonableness standard above if applicable), and if Hocker has objections to such revisions or amendments, Hocker shall advise the Managing Member in writing of Hocker’s specific objections within ten (10) days after receipt thereof. Hocker’s failure to respond to any submission within the aforementioned time periods shall be deemed approval of the submitted Proposed Annual Budget or revisions or amendment to an Approved Budget. In the event of a dispute over the adoption of a Proposed Annual Budget or any portion thereof, any portion of the Proposed Annual Budget not disputed shall be deemed approved and shall be operative at such time. With respect to any portion of the Proposed Annual Budget subject to dispute, the Managing Member shall continue to operate the Company and its Subsidiaries in accordance with the corresponding portion of the Approved Budget for the immediately preceding Fiscal Year, except that any capital and non-recurring items shall be deleted and any applicable portion of such Approved Budget shall be adjusted to reflect the actual amount of expenses not within the control of the Company and/or any Subsidiary (including, but not limited to, real property taxes and assessments, insurance, utilities) and with aggregate increases in operating expenses based on the percentage increase in the CPI Index over the prior year, until a Proposed Annual Budget (or such portion) for such current Fiscal Year is approved in accordance with this Section 6.10 (and until a Proposed Annual Budget (or such portion) for such current Fiscal Year is approved in accordance with this Section 6.10, the applicable portions of the Approved Budget for the immediately preceding Fiscal Year (as adjusted hereunder) shall be deemed to be an Approved Budget for the then current Fiscal Year).

(c)The Managing Member shall be deemed not to have made any guarantee or warranty of the fiscal estimations set forth in the Proposed Annual Budget or Approved Annual Budget. Each Member acknowledges that the Proposed Annual Budget is intended to set forth objectives and goals based on the Managing Member’s reasonable judgment of the facts and circumstances known by the Managing Member at the time of preparation.

(d)The Approved Budget for the Fiscal Year ending on December 31, 2015 is attached hereto as Exhibit C.

6.11Capital Plans. The parties acknowledge and agree that in addition to expenditures made and actions taken pursuant to the Approved Budget, the Managing Member shall also be authorized to make expenditures and take actions set forth in the Capital Plan, and to the extent that the actual cost of any line-item exceeds the budgeted amount set forth in the Capital Plan, the Managing Member shall be authorized to take actions and cause expenditures to be made in an amount necessary to complete any line item set forth in the Capital Plan, in each instance without the approval of Hocker and without same constituting an amendment to the Capital Plan. The Capital Plan shall be updated every year subject to the approval of Hocker not to be unreasonably withheld, except to the extent Hocker’s consent is not required pursuant to the penultimate sentence of this Section 6.11, with any amounts set forth in the approved Capital Plan that are not incurred in a given year, deemed approved for any following year thereafter. If

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Hocker objects to such revisions or amendments, Hocker shall advise the Managing Member in writing of Hocker’s specific objections within ten (10) Business Days after receipt thereof. Hocker’s failure to respond to any submission within the aforementioned time periods shall be deemed approval of the revisions or amendment to the Capital Plans. If a Capital Plan is not approved (to the extent Hocker’s approval is required) the then existing Capital Plan shall remain in effect for the following year. Notwithstanding the foregoing, Hocker shall not have an approval right with respect to any revisions or amendments to the initial Capital Plan if such revisions or amendments to the initial Capital Plan are either (a) prepared in accordance with the same methodology used to develop the initial Capital Plan annexed to this Agreement or (b) otherwise consistent with the current methodology used by Rouse Properties, Inc. to prepare capital plans for the other assets in its portfolio (any such revision or amendment to the initial Capital Plan, a “Deemed Approval Amendment”). In the event of any Deemed Approval Amendment, the Managing Member may apply up to fifty percent (50%) of the available Net Cash Flow from Operations for the applicable Distribution Period towards the funding of capital expenditures set forth in a Deemed Approval Amendment (the “Distribution Reduction Limit”), and to the extent any Deemed Approval Amendment requires funds for the applicable Distribution Period in excess of the Distribution Reduction Limit, then any capital contributions required by the Hocker Members to fund such Deemed Approval Amendment in excess of the Distribution Reduction Limit shall be funded by Rouse on behalf of Hocker Members as a Member Loan.

VII.DISSOLUTION

7.1Dissolution. The Company shall dissolve upon the first to occur of any of the following events:

(a)The sale of all or substantially all of the Company Assets and the collection of the proceeds of such sale (and if after such sale the Company Assets include an installment obligation, then the Company shall not be dissolved under this Section until such installment obligation is fully paid, or, with the approval of Hocker, the Managing Member may distribute such installment obligation to the Members in accordance with the terms of this Agreement);

(b)The election by the Managing Member and Hocker to dissolve the Company;

(c)The entry of a decree of judicial dissolution by a court of competent jurisdiction, in accordance with the Act; or

(d)As otherwise provided by this Agreement or the Act.

Notwithstanding the provisions of Section 7.1 hereof, the Bankruptcy of a Member shall not cause the termination or dissolution of the Company and the business of the Company shall continue and upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Bankrupt Member (a “Trustee”) shall have all the rights of such Member for the sole purpose of settling or managing its estate or property if, but only if, such

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Trustee shall have satisfied all conditions precedent to the admission of such Trustee as a Substituted Member; provided, however, the Transfer to or by such Trustee of such Bankrupt Member’s Interest shall be subject to all of the restrictions hereunder to which such Transfer would have been subject if such Transfer had been made by such Bankrupt Member.

7.2Winding Up.

(d)Effect of Dissolution. After the dissolution of the Company in accordance with Section 7.1, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but the Company’s separate existence shall continue until a certificate of cancellation has been filed with the Secretary of State of the State of Delaware or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

(e)Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Managing Member shall take full account of the Company’s liabilities and assets, and, subject in all respects to Major Decisions, the Approved Budget and the other provisions of this Agreement, such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 6.1 hereof. The proceeds from liquidation of the Company Assets, to the extent sufficient therefor, shall be combined and distributed in the following order:

(i)first, to the expenses of liquidation and the debts of the Company, other than the debts owing to the Members, but including Member Loans;

(ii)second, to the establishment of any reserve which the Managing Member may deem necessary for any contingent or unforeseen liabilities and other obligations of the Company arising out of or in conjunction with the Company’s affairs;

(iii)third, to such debts and/or compensation as are owing by the Company to the Members;

(iv)fourth, in accordance with Section 3.1.

(f)Except as otherwise provided in Article VII of this Agreement, distributions pursuant to Section 7.2(b) shall be made not later than the later of (i) the end of the taxable year in which liquidation of the Company occurs, or (ii) a date which is ninety (90) days after the date of such liquidation.

(g)Amounts withheld as reserves pursuant to Section 7.2(b)(ii) of this Agreement shall, to the extent not needed for the purpose of which they were withheld, be distributed as soon as practicable to the Members in accordance with Sections 7.2(b)(iii) and (iv).

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7.3Final Accounting. The Managing Member shall furnish to each Member a statement prepared by the Company’s accountants setting forth the assets and liabilities of the Company as of the date of the complete liquidation.

7.4Certificate of Cancellation. When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provision has been made therefor and all of the remaining Company Assets have been distributed to the Members, then the remaining Members, if any, or a court-appointed trustee, if there is no remaining Member, shall execute and file a certificate of cancellation with the appropriate agency of the State of Delaware.

VIII.TRANSFERS OF INTERESTS; NEW MEMBERS

8.1General. No Member shall Transfer all or any portion of its Interest, or permit any Person directly or indirectly holding any interest in such Member to Transfer any part of such interest, except for Transfers (a) consented to in writing by Rouse and Hocker, each acting in their sole and absolute discretion, provided that (i) with respect to the Interests of Rouse, such Interests may be Transferred by Rouse to a Qualified Rouse Transferee without the consent of Hocker, and (ii) with respect to the Interests of Hocker Members, such Interests (subject to the following sentence) may be Transferred by Hocker to a Qualified Hocker Transferee without the consent of Rouse, subject to Hocker’s compliance with the right of first refusal provisions of Section 8.3 or (b) permitted under this Article VIII. In no event shall Hocker be permitted to effectuate a Transfer (other than in accordance with Section 8.2(b) which either (1) results in Hocker owning less than a twenty percent (20%) Interest in the Company or (2) confers onto any such transferee any rights of Hocker pursuant to Section 6.3, Section 6.10 or Section 6.11 (it being acknowledged and agreed by Hocker that any such rights are personal to Hocker); provided, that, subclause (2) shall not apply to a transfer of Hocker’s Interest to Hocker’s Estate at Hocker’s death so long as Hocker’s Authorized Representative exercises all rights of Hocker under Section 6.3, Section 6.10 and Section 6.11. A transferee of a Member’s Interest will be admitted as a Substituted Member only pursuant to Sections 8.2(c) or 8.13 hereof. Any notices permitted or required to be delivered pursuant to this Article VIII must be delivered in accordance with the notice requirements of Section 12.1. Any Transfer made by a Member hereunder shall only be permitted if such Member also Transfers its corresponding proportional interest in the Companion Companies pursuant to the Companion Agreements. Any purported Transfer which does not comply with the provisions of this Article VIII shall be void and of no force and effect.

8.2Permitted Transfers. Notwithstanding Sections 8.1 and 8.13 hereof, Transfers of an interest in a Member and/or of a Member’s Interest in the Company are permitted without the consent of any other Member only on the following terms and conditions:

(f)Transfers of Interests by Rouse. Without the consent of any other Member, but subject to any applicable provisions of Section 8.2(c) and provided that all third-party consents required in connection therewith are received, (i) direct or indirect interests in Rouse may be Transferred to any Person, provided that Rouse Parent continues to hold, directly or indirectly, greater than fifty percent (50%) of the direct or indirect interests in Rouse’s Interests and continues to possess, directly or indirectly, the power to direct or cause the direction

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of the management, business and affairs of such subject interest, (ii) Rouse’s Interest (or portions thereof, directly or indirectly) may be Transferred among Affiliates of Rouse at any time, (iii) Rouse may Transfer its Interest to any Person that is wholly-owned and controlled by Rouse Parent, and (iv) nothing in this Agreement shall prohibit the Transfers of interests in Rouse as a result of a merger, consolidation or sale of substantially all of the assets of Rouse Parent, or the sale of publicly traded shares of Rouse Parent.

(g)Transfers of Interests of the Hocker Members. Without the consent of any other Member, but subject to any applicable provisions of Section 8.2(c)and provided that all third-party consents required in connection therewith are received, Transfers of all or any portion of the Interests of the Hocker Members to (A) one or more immediate family members of the current holders of such Interests, or (B) a family trust or partnership or limited liability company (a “Hocker Affiliate”); or (C) the Estate or personal representative of a Hocker Member upon his death, provided that, in case of clauses (A) and (B), such Transfer is made in connection with such current holder’s bona fide, good faith estate planning activities, and does not result (taking into account other sales or exchanges of interests in the Company or its predecessor) in the termination of the Company as a partnership for federal income tax purposes under Section 708(b)(1)(B) of the Code, are permitted.

(h)Admission of New Member. Notwithstanding any to the contrary contained herein, following any Transfer of an Interest by a Member pursuant to Section 8.2(a) or 8.2(b), no Person shall be admitted as a Member of the Company without complying with the following:

(i)filing with the Company a duly executed and acknowledged written instrument of assignment in a form reasonably approved by the Managing Member, specifying the Interest being assigned, and setting forth the intention of the assignor that the assignee succeed to all or part of the assignor’s Interest as a Member;

(ii)execution and acknowledgment by the assignor and assignee of any instruments reasonably required by the Managing Member, including the execution of this Agreement and any supplement, in which the assignee agrees to be bound by the terms and conditions thereof, as supplemented;

(iii)payment of all real property or other transfer taxes and Company costs incurred by it in connection with the assignment;

(iv)at the reasonable request of the Managing Member, providing an opinion of counsel, acceptable to the Managing Member, that the assignment will not violate any federal or state securities law or jeopardize the status of the original sale of Member Interests with respect to any pertinent exemption of the federal or state securities law, or the characterization of the Company as a limited liability company under any federal or state law, regulation or ruling; and

(v)at least ten (10) days’ prior notice of such Transfer is given to all other Members.

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8.3Right of First Refusal on Hocker Interests. Except as set forth in Section 8.2(b), 8.5 and 8.7, Hocker may not Transfer any portion of its Interest permitted to be Transferred in accordance with Section 8.1 unless Hocker has first complied with the right of first refusal process set forth in this Section 8.3. For purposes of this Section 8.3, if Hocker desires to make a Transfer, and following the consummation of such proposed Transfer, Hocker’s Percentage Share shall be less than 25% (a “HockerDrag Along Transfer”), then the ROFR Interest (as hereinafter defined) shall include, at Rouse’s option as provided below, for all purposes of this Section 8.3, any and all Interest in the Company held by Talmage and Pulliam.

(a)     If Hocker proposes to Transfer a portion of the Hocker Interest in the Company that is permitted to be Transferred in accordance with Section 8.1 (a “Proposed Hocker Transfer”) to a bona-fide third-party purchaser (a “Proposed Hocker Transferee”), then Hocker shall give written notice to Rouse, which notice shall include (i) the name and address of the Proposed Hocker Transferee, together with a certification by Hocker as to whether such Proposed Hocker Transferee is a Qualified Hocker Transferee (and if so, such certification shall include reasonable evidence supporting such designation), (ii) a description of the Interest that is proposed to be transferred to the Proposed Transferee (the “ROFR Interest”), (iii) any information with respect to the Proposed Hocker Transferee’s capital source(s), experience and financial condition available to Hocker (the delivery of which, by Hocker to Rouse, Hocker agrees will not be restricted by the terms of any confidentiality agreement between Hocker and the Proposed Hocker Transferee) and (iv) a true, correct and complete copy of the Binding LOI (which shall expressly provide that it is subject to the right of first refusal process set forth in this Section 8.3), and Hocker shall offer to sell the ROFR Interest to Rouse upon such terms and conditions and in accordance with the provisions hereof (the “First Refusal Offer”).

(b)    Rouse shall have thirty (30) days (the “ROFR Election Period”) following the date of receipt of the First Refusal Offer within which to notify Hocker in writing of Rouse’s election to purchase the ROFR Interest(the “ROFR Election”) and if the Proposed Hocker Transfer constitutes a Hocker Drag Along Transfer, then in such ROFR Election, Rouse may, but shall not be obligated to elect to acquire the Interests of Talmage and Pulliam (the “Drag Along Election”). If the Drag Along Election is exercised, then the ROFR Offered Price shall be adjusted accordingly to reflect the purchase of the Interests of Talmage and Pulliam. If Rouse does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed Hocker Transferee is confirmed in writing by Rouse as a Hocker Qualified Transferee, then Hocker shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Hocker Transferee identified in the First Refusal Offer strictly in accordance with the terms of the Binding LOI. If Rouse does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed Hocker Transferee is not a Hocker Qualified Transferee, then Hocker shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Hocker Transferee identified in the First Refusal Offer only if approved in writing by Rouse in its sole and absolute discretion, and strictly in accordance with the terms of the Binding LOI. In no event shall Hocker Transfer such ROFR Interest to the Proposed Hocker Transferee (or any other Person) either for a price less than or on terms more favorable to the Proposed Transferee (or such other Person) than the terms stated in the First Refusal Offer without first offering Rouse the option to purchase such ROFR Interest in the manner set forth

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above, at the same price and terms agreed upon between Hocker and the Proposed Hocker Transferee. After the expiration of the ninety (90) day period, any applicable Transfer will again be subject to this Section 8.3(a).

(c)    If Rouse makes the ROFR Election prior to the expiration of the ROFR Election Period, then Rouse shall purchase from Hocker, and Hocker shall sell to Rouse at the ROFR Offered Price, the ROFR Interest on the later of (i) the Offer Closing Date or (ii) fifteen (15) days after the expiration of the ROFR Election Period (the “ROFR Closing Date”). Rouse may assign its right to acquire the ROFR Interest (or a portion thereof) to another Person designated by Rouse contemporaneously with the closing under this Section 8.3, provided that Rouse remains liable for such purchase. On the ROFR Closing Date:

(i)Hocker (and if applicable, the other Hocker Members) shall deliver to Rouse (or its designee) a duly executed and acknowledged instrument of assignment transferring the ROFR Interest (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of the Hocker (and if applicable, the other Hocker Members) and the absence of liens and encumbrances on the ROFR Interest and shall contain a provision in which Hocker (and if applicable the other Hocker Members) irrevocably agrees to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation (which indemnification shall be given or guaranteed by a creditworthy party reasonably satisfactory to Rouse);

(ii)Rouse (or its designee) shall pay or cause to be paid the ROFR Offered Price in immediately available funds (except to the extent the Binding LOI provides for any seller financing); provided, however, that the ROFR Offered Price shall be reduced by the aggregate outstanding balance of (i) all Member Loans, including principal, accrued interest, costs and expenses and (ii) any unreimbursed Losses;

(iii) Hocker (and if applicable, the other Hocker Members) shall discharge of record all liens and encumbrances affecting the ROFR Interest, and if Hocker and/or the other Hocker Members fail to do so, Rouse (or its designee) may use any portion of the ROFR Offered Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(iv)all items of Company revenue and expense shall be apportioned between the Hocker and Rouse (or, if applicable, between the Members) as of 11:59 p.m. of the day preceding the ROFR Closing Date in accordance with the customs and practices usual in comparable transactions;

(v)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the ROFR Interest for the taxable year of the sale shall be allocated between Hocker (and if applicable, the other Hocker Members) and Rouse by closing the books of the Company as of the day preceding the ROFR Closing Date, or by any other method permitted under Code Section 706 and the Regulations

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thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated between Hocker (and if applicable, the other Hocker Members) and Rouse by closing the books of the Company with respect to such items;

(vi)any customary transaction expenses (including transfer and recordation taxes) which are actually required to be paid in connection with the transfer of the ROFR Interest will be paid in accordance with the Binding LOI; provided, however, that each of the Receiving Member’s and Offering Member’s professional costs and expenses shall be Company Expenses;

(vii)Net Cash From Operations up to (but not including) the ROFR Closing Date shall be distributed in accordance with the provisions of Article III; and

(viii)in the case of a sale by Hocker (or if applicable, the other Hocker Members) of its entire Interest, the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker (and if applicable, the other Hocker Members) from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.4Tag Along. If either Rouse or Hocker (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-provided.

8.5Intentionally Omitted.

8.6Intentionally Omitted.

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8.7Call Option.

(a)At any time following (i) the third (3^rd) anniversary of the Effective Date, (ii) a Hocker Estate Trigger Date, or (iii) the Call Trigger Date, Rouse shall have the option, but not the obligation, to deliver written notice (the “Call Notice”) to the Hocker Members of Rouse’s exercise of its right to purchase the Hocker Members’ entire Interest in the Company (the “Called Interest”). The Called Interest shall be deemed to include the Interests of Talmage and Pulliam.

(b)The purchase price of the Called Interest (the “Call Price”) shall be determined by multiplying (i) the Percentage Share of the Called Interest, times (ii) the Fair Market Value of the Company as a whole determined as of the date of the Call Notice as if (A)  the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase of the Called Interest); and (C)  the net proceeds were distributed to the Members in complete liquidation of the Company; provided, that, the amount of any Member Loan owed by the holder of the Called Interest to Rouse shall be deducted from the Call Price, as shall any undisputed Losses for which Rouse has not been indemnified, provided that the amount of any claimed Losses for which Rouse has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the final judgment of a court of competent jurisdiction. In the event that Rouse and Hocker are unable to agree upon the Fair Market Value within thirty (30) days after the date of the Call Notice, then the Fair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”):

(i)Promptly following the expiration of the foregoing thirty (30) day period, Rouse and Hocker (for purposes of this Section 8.7, the “Call Members”) shall use commercially reasonable efforts to agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof.

(ii)Within ten (10) days of the appointment of the Arbitrator, the Call Members shall each separately submit to the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any Proposed FMV, no Call Member may make any additions, deletions, or changes in such Proposed FMV. If either Call Member fails to submit its Proposed FMV to the arbitrator within such time period, time being of the essence with respect thereto, such Call Member shall be deemed to have irrevocably waived its right to submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the submitting Party as the proper amount of the Fair Market Value of the Company, and such Proposed FMV shall be deemed the Arbitrated Fair Market Value.

(iii)If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or

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otherwise modify the provisions of this Agreement or Proposed FMVs submitted by the Call Members. The Arbitator’s determination of Arbitrated Fair Market Value shall be binding upon the Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of the Call Price.

(c)The closing of the purchase shall occur on a date specified in the Call Notice (the “Call Closing Date”) that is not earlier than the fifteenth (15th) day after determination of the Call Price and not later than the thirtieth (30th) day after determination of the Call Price, and at a place designated by Rouse. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Called Interest on the Call Closing Date. On the Call Closing Date:

(ii) The Hocker Members shall deliver to Rouse (or an Affiliate it designates) duly executed and acknowledged instruments of assignment transferring the Called Interest to Rouse (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and or capacity of Hocker, Talmage and Pulliam, and the absence of liens and encumbrances on the Called Interest and shall contain a provision in which Hocker, Talmage and Pulliam irrevocably agree to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation;

(iii)Rouse shall pay or cause to be paid the Call Price to the Hocker Members, at Hocker’s option, in any combination of (y) cash and (z) common stock of Rouse Parent and/or common units of Rouse LP, such common stock and/or common units having a market value determined as of the Call Closing Date equal to the portion of the Call Price that is not paid in cash; provided, however, that Rouse may, in its sole discretion, elect to pay the Call Price entirely in cash, in which instance Rouse shall be responsible for the payment of an additional amount to the Hocker Members equal to the taxes incurred by the Hocker Members as a result of the exercise of the Call Option, as reasonably determined by Rouse and Hocker (including any tax liability incurred on account of such additional payment by Rouse), with the amount of such taxes being determined by multiplying the gain realized by the Hocker Members on the sale by the maximum combined federal and Kentucky individual income tax rates (taking into account the character of the income as ordinary or capital gains and taking into account the deductibility of state and local taxes for federal income tax purposes);

(iv)the Hocker Members shall or shall cause the discharge of record of all liens and encumbrances affecting the Called Interest, and if Hocker Members fails to do so, Rouse (or its designee) may use any portion of the Call Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(v)all items of Company revenue and expense shall be apportioned between the Members as of 11:59 p.m. of the day preceding the Call Closing Date in accordance with the customs and practices usual in comparable transactions;

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(vi)the Call Purchase Price shall be decreased by (A) an amount equal to (a) the aggregate amount of all Capital Contributions made by Rouse during the period between the date of the Call Notice and the Call Closing Date that relate to amounts due to tenants under leases signed prior to the date of the Call Notice, times (b) the Percentage Share of the Called Interest; and (B) any Distributions distributed to the holders of the Called Interest pursuant to the applicable provisions of Article III on account of their respective Interest(s) during such period;

(vii)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Called Interest for the taxable year of the sale shall be allocated among the Members by closing the books of the Company as of the day preceding the Call Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated among the Members by closing the books of the Company with respect to such items;

(viii)any customary transaction expenses (including transfer and recordation taxes) in connection with the transfer of the Called Interest will be Company Expenses and the Call Price shall be reduced by the Hocker Members’ aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses;

(ix)Net Cash From Operations up to (but not including) the Call Closing Date shall be distributed in accordance with the provisions of Article III;

(x)If the consideration for the Call Price includes common units in Rouse Properties LP, Hocker and Rouse shall enter into a Tax Protection Agreement, substantially in the form attached hereto as Exhibit D; and

(xi) the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker, Talmage and Pulliam from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.8Put Option.

(e)During the thirty-day (30) period beginning on the third (3^rd) anniversary of the Effective Date, and provided the Call Option has not already been exercised in accordance with Section 8.7, Hocker shall have the one-time option to deliver written notice (the “Put Notice”) to Rouse of Hocker’s exercise of its right to cause Rouse to purchase the Hocker Members’ entire Interest in the Company (the “Put Interest”). Additionally, during the thirty-day period (30) beginning on October 1, 2015, Talmage and Pulliam (each an “Other Hocker Member”) shall each have the one-time option to deliver a Put Notice to Rouse of such Other Hocker Member’s exercise of its right to cause Rouse to purchase such Other Hocker Member’s entire Interest in the Company (the “Other Put Interest”). If the Other Put Interest is exercised,

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the Put Price of the Other Put Interest shall be equal to (i) the purchase price per 1.00% limited partnership interest paid by Purchaser to the Coffin Parties under the PSA in exchange for the Coffin Parties’ limited partnership interests in Tup 130 Kentucky, times (ii) the Percentage Share of the Other Put Interest in the Company.

(f)The purchase price of the Put Interest (the “Put Price”) shall be determined in accordance with the procedures set forth in Section 8.7(b) hereof relating to the determination of the Call Price.

(g)The closing of the purchase shall occur on a date determined by Rouse (the “Put Closing Date”) that is not earlier than the fifteenth (15th) day after delivery of the Put Notice and not later than the thirtieth (30th) day after delivery of such Put Notice, and at a place designated by Rouse. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Put Interest on the Put Closing Date. On the Put Closing Date:

(i) The Hocker Members shall deliver to Rouse (or an Affiliate it designates) a duly executed and acknowledged instrument of assignment transferring the Put Interest to Rouse (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of Hocker, Talmage and Pulliam, and the absence of liens and encumbrances on the Put Interest and shall contain a provision in which Hocker, Talmage and Pulliam irrevocably agree to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation;

(ii)Rouse shall pay or cause to be paid the Put Price to the Hocker Members, at Rouse’s option, in any combination of (y) cash and (z) common stock of Rouse Parent, such common stock having a market value determined as of the Put Closing Date equal to the portion of the Put Price that is not paid in cash;

(iii)the Hocker Members shall or shall cause the discharge of record of all liens and encumbrances affecting the Put Interest, and if Hocker Members fail to do so, Rouse (or its designee) may use any portion of the Put Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(iv)all items of Company revenue and expense shall be apportioned between the Members as of 11:59 p.m. of the day preceding the Put Closing Date in accordance with the customs and practices usual in comparable transactions;

(v)the Put Price shall be decreased by (A) an amount equal to (a) the aggregate amount of all Capital Contributions made by Rouse during the period between the date of the Put Notice and the Put Closing Date that relate to amounts due to tenants under leases signed prior to the date of the Put Notice, times (b) the Percentage Share of the Put; and (B) any Distributions distributed to the holders of the Put Interest pursuant to the applicable provisions of Article III on account of their respective Interest(s) during such period;

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(vi)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Put Interest for the taxable year of the sale shall be allocated among the Members by closing the books of the Company as of the day preceding the Put Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated among the Members by closing the books of the Company with respect to such items;

(vii)any customary transaction expenses (including transfer and recordation taxes or increases in the assessed value of the Property) in connection with the transfer of the Put Interest will be Company Expenses and the Put Price shall be reduced by the Hocker Members aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses;

(viii)Net Cash From Operations up to (but not including) the Put Closing Date shall be distributed in accordance with the provisions of Article III; and

(ix) the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker, Talmage and Pulliam from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.9Forced Sale.

(a)If Hocker is a Forced Sale Eligible Initiator, Hocker shall have the right to elect to cause the sale of the Company Assets to a bona fide third-party purchaser by delivering notice (the “Forced Sale Notice”) to Rouse (as the case may be) of such election, subject to the further provisions of this Section 8.9. Following delivery of a Forced Sale Notice, the Hocker Members shall be deemed the “Forced Sale Initiator”, and Rouse shall be deemed the “Forced Sale Recipient”. The Forced Sale Notice shall contain an estimate made by the Forced Sale Initiator in its sole discretion of the all cash gross purchase price an unaffiliated third party would pay for the Company Assets in a bona fide arm’s length sale (“Stipulated Sale Price”).

(b)Forced Sale Recipient shall have ten Business Days (10) following the receipt of a Forced Sale Notice to deliver a notice (the “Property Sale Response Notice”) to the Forced Sale Initiator in which it may elect to purchase the Interests of the Forced Sale Initiator (the “Forced Sale Interests”) in accordance with Section 8.10 for a sum equal to the amount that would be distributed to the Forced Sale Initiator had the Company Assets been sold for the Stipulated Sale Price (the “Interest Purchase Price”); provided, however, that if the Forced Sale Recipient is a Put Defaulting Member, such Forced Sale Recipient shall be deemed to have elected to not acquire the Forced Sale Interests and the terms of Section 8.9 (d) shall apply; provided, further, that if the Forced Sale Recipient is Rouse, the Forced Sale Interests shall be deemed to include the Interests of Talmage and Pulliam.

(c)If the Forced Sale Recipient elects to purchase the Forced Sale Interests then the provisions of Section 8.10 shall apply.

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(d)If the Forced Sale Recipient elects not to acquire the Forced Sale Interests, fails to timely deliver a Property Sale Response Notice, or fails to timely deliver the Interest Sale Deposit pursuant to Section 8.10, the Managing Member shall market the Company Assets for sale and accept on behalf of the Company (and/or the applicable Company Subsidiary) an offer for the purchase of the Company Assets on commercially reasonable terms meeting the following criteria (a “Property Sale Offer”):

(i)the Property Sale Offer shall be for the purchase by an unaffiliated entity of all (but not less than all) of the Company Assets for cash for a gross purchase price in an amount not less than ninety-five percent (95%) of the Stipulated Sale Price;

(ii)the Property Sale Offer shall provide for the closing for the purchase of the Company Assets not sooner than fifteen (15) days nor later than thirty (30) days after the date of delivery by a Property Sale Response Notice (or the date that the Forced Sale Recipient was deemed to have not timely delivered a Property Sale Response Notice, if the Forced Sale Recipient failed to deliver a Property Sale Response Notice);

(iii)the Property Sale Offer shall require the entire purchase price for the Company Assets to be due and payable by wire transfer of immediately available federal funds at the closing of the sale of the Company Assets; and

(iv)the Property Sale Offer must cap the Company’s liability for breaches of representations and warranties at not more than 2% of the gross sales price.

(e)The Managing Member shall accept a Property Sale Offer for and on behalf of the Company (and/or the applicable Subsidiary). Notwithstanding anything to the contrary contained in this Agreement, the Managing Member shall be authorized to execute all commercially reasonable documents on behalf of the Company (and/or the applicable Subsidiary)as shall be required in order to market, close and consummate the sale of the Company Assets pursuant to the terms and provisions of an accepted Property Sale Offer (including, without limitation, a commercially reasonable brokerage agreement, the contract of sale and amendments and modifications thereto); provided, however, that no such documents shall (i) provide for disproportionate (i.e., other than based upon the applicable Percentage Share) liability on the part of any Member, (ii) reduce the contract purchase price below ninety-five percent (95%) of the Stipulated Sale Priceor (iii) in the case of a brokerage agreement, provide for the payment of a commission (as opposed to reimbursement of out-of-pocket expenses) unless and until a sale is consummated and title is transferred.

(f)The Forced Sale Recipient and Forced Sale Initiator shall cooperate with the Managing Member in connection with a proposed sale of the Company Assets pursuant to the terms of this Section 8.9.

(g)If a sale of the Company Assets is not closed in accordance with the terms of this Section 8.9 within such thirty (30) day period, then either the Forced Sale Initiator or the Forced Sale Recipient, by notice to the other, may withdraw the Company Assets for sale, and, from and after the date such withdrawal notice is given, neither party may elect to sell the

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Company Assets without again delivering a Forced Sale Notice in accordance with the terms hereof.

(h)Notwithstanding anything to the contrary set forth herein, in the event any rights under Section 8.5 shall be exercised prior in time to the exercise of any rights under this Section 8.9 with respect to the Company Assets, the rights under Section 8.5 shall supersede any other right existing pursuant to this Section 8.9 (and the Forced Sale Initiator shall not be entitled to exercise any right under this Section 8.9 with respect to the Company Assets until such time as the procedures under Section 8.5 have been terminated).

8.10Forced Sale Recipient Purchase.

(a)A Forced Sale Recipient that elects to purchase the Forced Sale Interests shall, simultaneously therewith, deliver to a mutually-acceptable third party escrow agent (the “Forced Sale Escrow Agent”) an amount equal to five percent (5%) of the Interest Purchase Price (the “Interest Sale Deposit”).

(b)The purchase and sale of the Interest of the Forced Sale Initiator shall be on a date (the “Forced Sale Closing Date”) designated by the Forced Sale Recipient that is not earlier than the fifteenth (15^th) day after delivery of the Property Sale Response Notice and not later than the thirtieth (30th) day after delivery of Forced Sale Recipient and at a place designated by the Forced Sale Recipient in New York, New York. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Interest(s) of the Forced Sale Initiator on the scheduled Forced Sale Closing Date. On the Forced Sale Closing Date:

(i)the Forced Sale Initiator shall deliver to the Forced Sale Recipient (or a designated Affiliate) a duly executed and acknowledged instrument of assignment transferring the Interest(s) of the Forced Sale Initiator to the Forced Sale Recipient (or the designated Affiliate) free and clear of all encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of the Forced Sale Initiator, and the absence of encumbrances on such Interest(s) and shall contain a provision indemnifying and holding the Forced Sale Recipient (or the designated Affiliate) harmless from any loss, liability, cost or expense (including reasonable attorneys’ fees) that may be incurred by reason of any breach of such representation (which indemnification shall be given or guaranteed by a creditworthy party reasonably satisfactory to the Forced Sale Recipient (or the designated Affiliate));

(ii)the Forced Sale Recipient shall pay or cause to be paid the Interest Purchase Price (minus the Interest Sale Deposit, together with any interest accrued thereon, and as adjusted by the credits and apportionments herein set forth) to the Forced Sale Initiator in cash in immediately available funds, or, if the Forced Sale Recipient shall be Rouse, then, at Hocker’s option the Interest Purchase Price may be paid by delivery to Hocker of any combination of (y) cash and (z) common stock of Rouse Parent and/or common units of Rouse LP such common stock and/or common units having a market value determined as of the Forced Sale Closing Date equal to the portion of the Interest Purchase Price that is not paid in cash, and the Forced Sale

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Escrow Agent shall deliver the Interest Sale Deposit, together with any interest accrued thereon, to the Forced Sale Initiator; provided, however, that the Interest Purchase Price shall also be reduced by the aggregate outstanding balance of all Member Loans, including principal, accrued interest, costs and expenses and any unreimbursed Losses;

(iii)the Forced Sale Initiator shall discharge of record all liens and encumbrances affecting the Interest of the Forced Sale Initiator, and if the Forced Sale Initiator fail(s) to do so, the Forced Sale Recipient (or the designated Affiliate) may use any portion of the Interest Purchase Price to pay and discharge any such liens and/or encumbrances and any related expenses and adjourn the closing for such period as may be necessary for such purpose;

(iv)Distributions up to (but not including) the Forced Sale Closing Date shall be distributed in accordance with the applicable provisions of Article III;

(v)the Interest Purchase Price shall be decreased by (A) the aggregate amount of all Capital Contributions made by Rouse on account of its Interest during the period between the date of the Forced Sale Notice and the Forced Sale Closing Date that relate to either (i) amounts due to tenants under leases signed prior to the date of the Forced Sale Notice or (ii) any capital expenditures that have been budgeted prior to the date of the Forced Sale Notice (it being agreed that the Hocker Members shall have no obligation to make any such Capital Contributions after the date of the Forced Sale Notice) and (B) any Distributions distributed to the Forced Sale Initiator pursuant to the applicable provisions of Article III;

(vi)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Interest(s) of the Forced Sale Initiator for the taxable year of the sale shall be allocated between the Forced Sale Initiator and the Forced Sale Recipient by closing the books of the Company as of the day preceding the Forced Sale Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated between the Forced Sale Initiator and the Forced Sale Recipient by closing the books of the Company with respect to such items;

(vii)all items of Company revenue and expense shall be apportioned between the Forced Sale Initiator and the Forced Sale Recipient as of 11:59 p.m. of the day preceding the Forced Sale Closing Date in accordance with the customs and practices usual in comparable transactions;

(viii)any customary transaction expenses (including transfer and recordation taxes or increases in the assessed value of the Property) in connection with the transfer of the Forced Sale Interests will be Company Expenses and the Interest Purchase Price shall be reduced by the Hocker Members aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses; and

(ix)the Members shall execute, acknowledge and deliver, or will cause to be executed, acknowledged and delivered, all such further acts, documents and instruments as

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may be reasonably required in order to carry out and effectuate fully the transactions herein contemplated in accordance with this Section 8.10.

8.11Corresponding Elections; Companion Agreements. In addition to the conditions and requirements set forth herein, the exercise by any Member of its rights under any of Sections 8.3, 8.4, 8.7, 8.8 or 8.9 shall not be effective unless the same election is made pursuant to the corresponding provisions of each of the Companion Agreements, pursuant to the terms thereof, to the extent such Member is a party to the Companion Agreements.

8.12Assignees. If, pursuant to a Transfer of an Interest by operation of law and without violation of Section 8.12 hereof (or pursuant to a Transfer that the Company is required to recognize notwithstanding any contrary provisions of this Agreement), a Person acquires an Interest, but is not admitted as a Substituted Member pursuant to Section 8.12 hereof, then such Person:

(a)Shall, except as provided in Section 8.11(b) below, have no right to participate in the business and affairs of the Company or to exercise any rights of a Member under this Agreement or the Act; and

(b)shall share in distributions with respect to the transferred Interest on the same basis as the transferring Member, provided that any damages to the Company a result of such Transfer shall be offset against amounts that would otherwise be distributed to such Member.

8.13Substituted Members. Except for any Transfer made in accordance with Section 8.2 above, no Person taking or acquiring, by whatever means, all of the Interest of any Member shall be admitted as a substituted Member in the Company (a “Substituted Member”) without the written consent of the Managing Member and Hocker, which consent may be withheld or granted in the sole and absolute discretion of Managing Member and Hocker, respectively.

8.14Distributions in Respect of Transferred Interests. If any Interest is transferred during any accounting period in compliance with the provisions of this Article VIII, then all distributions before the date of such Transfer shall be made to the transferor, and all distributions on and after the date of such Transfer shall be made to the transferee.

IX.CONFIDENTIALITY

9.1Proprietary Information. The Members agree that all information, disclosures embodying business affairs and activities, including but not limited to the identification of tenants, customer/tenant information, financial information pertaining to the Company, its Subsidiaries or their respective customers, tenants or prospects, furnished by Rouse or a Representatives (as defined below) in connection with the formation of the Company and the Subsidiary, the operation of the Property and all transactions related thereto (including, without limitation, information related to any leases of the Property and the tenants thereof), whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is

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referred to in this Agreement as “Proprietary Information.” Proprietary Information does not include, however, information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, and (b) was available to Hocker Member on a non-confidential basis prior to its disclosure by Rouse. As used in this Agreement, the term “Representative” means, as to any Person, such Person’s Affiliates and its and their partners, members, shareholders, directors, officers, employees, agents, advisors (including, without limitation. financial advisors, counsel and accountants) and controlling persons. The provisions of this Article IX shall survive any dissolution of the Company or the Transfer of Investor Member’s Interest in the Company or the Transfer of any ownership interests in Investor Member, as the case may be.

9.2Members’ Covenants. The Members covenant and agree:

(1) that all Proprietary Information is and remains the sole and exclusive property of the Company;

(2) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than those of its Representatives, current and prospective lenders and as otherwise permitted in this Article IX; provided, that such Representatives agree to observe the terms of this Agreement as if they were a party to it (although Investor Member will not be responsible for any breach of this covenant of confidentiality by any such Representative); and

(3) not to use the Proprietary Information for any purpose other than in connection with its membership in the Company.

9.3Rights. Notwithstanding the above, the Members acknowledge and agree that so long as any Member is a subsidiary of a publicly-traded company, such Member shall be permitted to: (a) make an initial press release with respect to this Agreement and the transactions contemplated hereby, and (b) make any filing with any governmental entity or issue any release as required by law or the rules of the New York Stock Exchange, in each such case, provided that the disclosing Member makes commercially reasonable efforts to consult with the other Member in advance and in any event will notify the other Member as soon as practicable. In addition, notwithstanding anything to the contrary contained in this Article IX, the Members may disclose Proprietary Information (i) if compelled to do so by law or a court order of a court of competent jurisdiction; (ii) in connection with the exercise or enforcement of its rights under this Agreement and/or any other agreement executed in connection therewith; or (iii) any Transfer permitted hereunder or under the Portfolio Venture Agreement.

X.AMENDMENTS TO THE AGREEMENT

This Agreement may only be amended with the prior written consent of Rouse and Hocker.

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XI.DEFINITIONS

Unless the context otherwise requires, the following terms (and singular or plural thereof) used in this Agreement shall have the meanings set forth below:

“Act” shall mean the Delaware Limited Liability Company Law, chapter 18 of the consolidated laws of the State of Delaware Section 18-101, et seq., as it may be amended from time to time, and any successor to the Act.

“Additional Budget Expenditure” shall mean any additional required capital set forth in any Approved Budget.

“Additional Capital Contributions” shall have the meaning set forth in Section 2.3(a).

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with any other Person. Without limiting the generality of the foregoing, for the purposes of this definition, “control” of a Person means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise, and (ii) the beneficial ownership of greater than fifty percent (50%) of the outstanding equity securities of, or other ownership interests in, such Person.

“Affiliate Agreement” means the agreements referenced in Schedule IV and any other agreement between or among (x) the Company and/or any Subsidiary, on the one hand, and (y) any Member or an Affiliate thereof, on the other hand.

“Agreement” shall mean this Limited Liability Company Agreement, as may be amended from time to time by amendments duly executed and delivered pursuant to the terms hereof.

“Agreement of Merger” means that certain Joint Agreement and Plan of Merger and Inducement Agreement dated as of the date hereof by and among the Company, the Predecessor Partnership, the Members and certain other parties thereto.

“Appraiser” means an independent licensed real estate broker or appraiser that is independent and unaffiliated with the Parties who has either a national presence in the United States or a presence in the area where the Property is located, is a member of the Appraisal Institute with an MAI designation and has been actively engaged in the business of real estate brokerage of similar types of properties for a period of not less than ten (10) years immediately preceding appointment under this Agreement.

“Approved Accountant” means Ernst & Young, Deloitte, PricewaterhouseCoopers LLP, KPMG LLP, Berdon LLP and any other accounting firm approved by the Members.

“Approved Budget” shall have the meaning set forth in Section 6.10.

“Arbitrated Fair Market Value” shall have the meaning set forth in Section 8.7(b).

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“Arbitration” shall have the meaning set forth in Section 12.3.

“Arbitrator” shall have the meaning set forth in Section 8.7(b).

“AT/AML Laws” shall have the meaning set forth in Section 1.8(c).

“Authorized Representative” shall mean a representative of a Member with the authority to act on behalf of such Member.

“Agreement of Merger” has the meaning set forth in the Recitals.

“Bad Acts” shall have the meaning set forth in Section 6.9.

“Bankrupt” or “Bankruptcy” shall mean, with respect to any Person, such Person’s filing or otherwise voluntarily commencing a case or proceeding or filing an answer or other pleading in any proceeding seeking relief under any federal or state bankruptcy, insolvency or moratorium law, or an involuntary subject of an order for relief by any court under any such law, or being adjudicated a “bankrupt,” “debtor” or “insolvent” under any such law, or there being appointed under any such law a “trustee,” “receiver” or “custodian” to manage its business or properties, or there being commenced under any such law a case or proceeding proposing such an order for relief, adjudication or appointment with respect to such Person or its business, which proceeding is consented to by such Person or which is not dismissed within one hundred twenty (120) days after being commenced.

“Binding LOI” means a validly executed and enforceable letter of intent between Hocker and the Proposed Hocker Transferee that contains binding terms and provisions addressing: (i) the description of all the rights and interests to the be transferred by Hocker to Proposed Hocker Transferee, (ii) the ROFR Offered Price, the deposit required from Proposed Hocker Transferee and whether the transaction is subject to any seller financing, (iii) any non-customary closing prorations or apportionments, (iv) liabilities to be assumed by Proposed Hocker Transferee and those to be retained by Hocker, if any, (v) indemnities to be given by each of Hocker and the Proposed Hocker Transferee, (v) all material closing conditions, (vi) any due diligence or other contingencies, (vii) the Offer Closing Date, (viii) the survival of any representations, warranties, covenants, liabilities or obligations and any deductibles and/or caps on liability and (ix) any other material terms or conditions of the proposed transaction.

“Blocked Person” shall have the meaning set forth in Section 1.8(c).

“Book Income or Loss From Capital Events” shall mean all items of Book income and gain and all items of Book loss and deduction from the sale or other disposition of the Property or a Subsidiary in which gain or loss is recognized pursuant to Section 704(b) of the Code and the regulations thereunder.     

“Book Income or Loss From Operations” shall mean Book income or loss other than Book Income or Loss From Capital Events.

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“Breaching Member” shall have the meaning set forth in Section 6.9.

“Business Day” means any Monday through Friday on which commercial banks are authorized to do business and are not required by law or executive order to close in New York City.

“CPI Index” shall mean the Consumer Price Index – All Urban Consumers, Northeast Urban, Base Period 1982-1984 = 100, as published by the Bureau of Labor Statistics, United States Department of Labor.

“Call Closing Date” shall have the meaning set forth in Section 8.7(c).

“Call Notice” shall have the meaning set forth in Section 8.7(a).

“Call Members” shall have the meaning set forth in Section 8.7(b).

“Call Price” shall have the meaning set forth in Section 8.7(b).

“Call Trigger Date” shall mean any date on which (i) the aggregate outstanding balance (including, without limitation, principal, interest, costs and expenses) of all Member Loans and (ii) the aggregate amount of any unreimbursed Losses, whether under this Agreement or the Companion Agreements, shall exceed $10,000,000.00 in the aggregate.

“Called Interest” shall have the meaning set forth in Section 8.7(a).

“Capital Account” shall have the meaning set forth in Appendix A attached hereto.

“Capital Call” shall have the meaning set forth in Section 2.3.

“Capital Call Expenditure” shall mean any Capital Plan Expenditure, Emergency Expenditure, Non-Controllable Expenditure, Additional Budget Expenditure or any other expense otherwise provided for in Article VI.

“Capital Contribution” shall mean, collectively, the Initial Capital Contributions and the Additional Capital Contributions.

“Capital Plan” means the “5-Year Capital Plan” attached hereto as Exhibit F.

“Capital Plan Expenditure” shall mean any additional required capital set forth in any Capital Plan.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Any reference to the Code shall automatically include a reference to any subsequent or successor internal revenue code or law, and any reference to a particular Section of the Code shall automatically include reference to corresponding provisions of subsequent or successor code or law.

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“Companion Agreements” shall mean the TUP 130 LLC Agreement and the TUP 430 LLC Agreement.

“Companion Companies” shall mean TUP 130 Parent LLC and TUP 430 Parent LLC, each a Delaware limited liability company.

“Company” shall mean TUP 330 Company, LLC, a Delaware limited liability company.

“Company Assets” means all right, title and interest in and to all or any portion of the directly or indirectly held assets of the Company and any Subsidiary (prorated where applicable to reflect the Company’s percentage interest in such Subsidiary) and any property (real, personal, tangible or intangible) or estate acquired in exchange therefor or in connection therewith, and including the Property and any ancillary or incidental assets arising out of or pertaining to the ownership, operation or development of any of the foregoing.

“Company Expenses” shall mean those operating and administrative expenses incurred by the Company or any Subsidiary in accordance with the Approved Budget.

“Competing Property” has the meaning set forth in Section 1.9(d).

“Compliance Action” shall have the meaning set forth in Section 6.3.4.

“Consulting Agreement” means that certain Property Management Consulting Agreement dated as of the date hereof between DHA and the Management Company, pursuant to which DHA agrees to provide certain consulting services to the Management Company.

“Control” or “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise.

“Corp” shall have the meaning set forth in the introductory paragraph.

“Declared Value” shall have the meaning set forth in Section 8.5(b).

“Deemed Approval Amendments” has the meaning set forth in Section 6.11.

“Distribution” has the meaning set forth in Section 3.1

“Distribution Period” has the meaning set forth in Section 3.2.

“Distribution Reduction Limit” shall have the meaning set forth in Section 6.11.

“Drag Along Election” shall have the meaning set forth in Section 8.3(b).

“Effective Date” shall have the meaning set forth in Section 1.7.

“Emergency Action” shall mean an action that, in the Managing Member’s good faith business judgment, is reasonably necessary to (a) prevent an immediate threat to the health,

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safety or welfare of any person to whom the Company or any Subsidiary would be liable or responsible in the event of such person's injury or death, (b) prevent immediate physical damage or loss to any portion of any Property or any of the other property and assets of the Company or any Subsidiary, (c) avoid the suspension of any service necessary to the continued operation of any portion of any Property, or (d) avoid criminal or civil liability on the part of the Company, any Subsidiary or any Member.

“Emergency Expenditures” shall mean an expenditure necessary under circumstances that, in the good faith judgment of the Managing Member, constitutes an event or condition requiring prompt action (a) for protection of the Property from danger, damage or destruction, (b) for the protection of the Company’s right, title and interest in the Property, (c) for the protection and maintenance of the integral operation and/or the structure of the Property in order to comply with laws, lease obligations or any other contractual obligations or (d) for the avoidance of a significant risk of personal injury or property damage to occupants, tenants or other persons.

“Failed Contribution” shall have the meaning set forth in Section 2.3(b).

“Fair Market Value” means, as of the date of determination, the fair market value of the Company’s assets free and clear of all liens and encumbrances.

“First Refusal Offer” shall have the meaning set forth in Section 8.3(a).

“Forced Sale Closing Date” shall have the meaning set forth in Section 8.10(b).

“Forced Sale Eligible Initiator” shall mean: Hocker (i) following Rouse’s default in its obligations to close the purchase of the Put Interest as contemplated by Section 8.9 hereof following delivery of a Put Notice (Rouse under this subsection (i) shall be deemed a “Put Defaulted Member”); (ii) if Rouse has not delivered a Call Notice by the two (2) year anniversary of a Hocker Estate Trigger Date; and (iii) following a Rouse De-list Date.

“Forced Sale Escrow Agent” shall have the meaning set forth in Section 8.10(a).

“Forced Sale Initiator” shall have the meaning set forth in Section 8.9(a).

“Forced Sale Interests” shall have the meaning set forth in Section 8.9(b).

“Forced Sale Notice” shall have the meaning set forth in Section 8.9(a).

“Forced Sale Recipient” shall have the meaning set forth in Section 8.9(a).

“Fiscal Year” shall have the meaning set forth in Section 4.2(b).

“Hocker” shall have the meaning set forth in the introductory paragraph.

“Hocker Affiliate” shall have the meaning set forth in Section 8.2(b).

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“Hocker Distribution Share” shall have the meaning set forth in Section 3.1(b).

“Hocker Drag Along Transfer” shall have the meaning set forth in Section 8.3.

“Hocker Estate Trigger Date” shall mean the date of the death or incapacity of David Hocker.

“Hocker Members” shall have the meaning set forth in the introductory paragraph.

“Hocker Unadjusted Distributions” means the distribution of Net Cash From Operations that the Hocker Members would have received for the applicable distribution period had there been, as applicable, (y) no Member Loans outstanding and (z) no Deemed Approval Amendments to the Capital Plan.

“Hocker Termination Date” shall mean the date on which (i) Hocker ceases to be willing or able to provide the services provided for in the Consulting Agreement, or is otherwise in default thereunder, (ii) Hocker’s Percentage Share shall equal less than twenty-five percent (25%) or (iii) any of the Hocker Members are in monetary or material non-monetary default under any of the Joint Venture Documents beyond any applicable notice and cure period; provided, that if a termination under clause (i) above is disputed, then such dispute shall be submitted to arbitration under Section 12.3 and no Hocker Termination Date shall be deemed to have occurred unless the Arbitrator finds that such termination was valid.

“Independent Activity/Activities” shall have the meaning set forth in Section 1.9(a).

“Initial Capital Contributions” means the amounts set forth on Schedule I under the heading “Initial Capital Contributions.”

“Interest” shall mean the ownership interest of a Member in the Company at any particular time, any and all benefits to which the Member may be entitled under this Agreement and the obligations, if any, of the Member under this Agreement.

“Interest Purchase Price” shall have the meaning set forth in Section 8.9(b).

“Interest Sale Deposit” shall have the meaning set forth in Section 8.10(a).

“Joint Venture Documents” shall mean this Agreement, the Purchase and Sale Agreement, the Management Agreement, any Affiliate Agreement, the Companion Agreements, and any amendments or modifications of any of the foregoing.

“Losses” shall have the meaning set forth in the Agreement of Merger.

“Major Decisions” shall have the meaning set forth in Section 6.3.1.

“Major Decision Impasse” shall have the meaning set forth in Section 6.3.3.

“Major Decision Request” shall have the meaning set forth in Section 6.3.2.

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“Mall Property Owner” means TUP 130 LLC, a Delaware limited liability company.

“Management Agreement” shall mean that certain Management Agreement, by and between Mall Property Owner, Market Place Property Owner and the Company and the Management Company dated as of the date hereof, as amended or modified from time to time as provided herein.

“Management Company” shall mean Rouse Management Company, LLC.

“Managing Member” shall mean (i) Rouse upon the execution and delivery of this Agreement or (ii) any permitted assignee of Rouse’s Interest pursuant to Section 8.2 (a).

“Market Place Property Owner” means TUP 430 Company LLC, a Delaware limited liability company.

“Member Loan” shall have the meaning set forth in Section 2.3(b).

“Members” shall mean Rouse, Hocker, Talmage and Pulliam, and their respective successors and assigns or other Persons admitted as members of the Company pursuant to this Agreement.

“Net Cash Flow” means all Net Cash From Operations, Net Cash From Refinancings and Net Cash From Sales.

“Net Cash From Operations” means (x) the gross cash proceeds to the Company and the Subsidiaries from operations, less (y) the portion thereof used to pay (or establish reserves for) actual operating expenses and capital expenditures of the Company and the Subsidiaries, including but not limited to real estate taxes, insurance, management and leasing fees, landlord work, tenant inducement costs, debt payments and all required lender reserves, ground rent, capital improvements, replacements and contingencies, Non-Controllable Expenditures, Emergency Expenditures and other operating expenses set forth in the Approved Budget. Any gross cash proceeds of the Company and its Subsidiaries from operations which were used to establish reserves shall be treated as Net Cash From Operations if they are subsequently released.

“Net Cash From Refinancings” means the gross cash proceeds from all financings or refinancings of one or more of the Company Assets or the Company, less the portion thereof used to pay or establish reserves for Company Expenses, debt payments, capital improvements, replacements, mortgage procurement costs or other costs and expenses incurred in connection with the refinancing, including title, survey, engineering, environmental, appraisal, brokerage expenses, lender fees, attorneys’ and other professional fees incurred in obtaining such gross cash proceeds and contingencies, in each case in accordance with the Approved Budget or as otherwise determined by the Managing Member. Company Expenses shall be paid and reserves shall be funded first from the cash sources taken into account in computing Net Cash From Operations, and if such amounts are insufficient to pay Company Expenses and fund reserves, cash sources taken into account in computing Net Cash From Sales or Net Cash From Refinancings shall be used for such purpose. Any gross cash proceeds of the Company and its

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Subsidiaries from any such financing or refinancing which were used to establish reserves shall be treated as Net Cash From Refinancings if they are subsequently released.

“Net Cash From Sales” means the gross cash proceeds from all sales or other dispositions (other than leases in the ordinary course of the Company’s or any Subsidiary’s business) of the Company Assets, less the portion thereof used to pay or establish reserves for Company Expenses, debt payments, capital improvements, replacements, mortgage procurement costs or other costs and expenses incurred in connection with the sale, including title, survey, engineering, environmental, appraisal, brokerage expenses, attorneys’ and other professional fees incurred in obtaining such gross cost proceeds and contingencies, in each case in accordance with the Approved Budget or as otherwise determined by the Managing Member. Company Expenses shall be paid and reserves shall be funded first from the cash sources taken into account in computing Net Cash From Operations, and if such amounts are insufficient to pay Company Expenses and fund reserves, cash sources taken into account in computing Net Cash From Sales or Net Cash From Refinancings shall be used for such purpose. Any gross cash proceeds of the Company and its Subsidiaries from any such sales or other dispositions which were used to establish reserves shall be treated as Net Cash From Sales if they are subsequently released.

“Non-Contributing Member” shall have the meaning set forth in Section 2.3(b).

“Non-Controllable Expenditures” shall mean expenses (i) not within the control or discretion of the Company and/or any Subsidiary, including, but not limited to, real property taxes and assessments, insurance premiums, utility charges and principal and interest due under any financing or (ii) any other expenses that are, in the reasonable judgment of the Managing Member, necessary or advisable to preserve and/or protect the value of the Interests, Company, Company Assets or Property.

“Offer Closing Date” shall mean the proposed closing date contained in the Binding LOI.

“Organizational Document” means with respect to any Person (i) in the case of a corporation, such Person’s certificate of incorporation and bylaws and any shareholder agreement, voting trust or similar arrangement applicable to any of such Person’s authorized shares of capital stock, (ii) in the case of a limited partnership, such Person’s certificate of limited partnership and limited partnership agreement, and any voting trusts or other instruments or agreements affecting the rights applicable to any of its partners, (iii) in the case of a limited liability company, such Person’s certificate of formation, limited liability company agreement and any voting trusts or other instruments or agreements affecting the rights of holders of limited liability company interests or (iv) in the case of any other legal entity, such Person’s organizational documents and any voting trusts and other instruments or agreements affecting the rights of holders of equity interests in such Person.

“Other Hocker Member” has the meaning set forth in Section 8.8(a).

“Other Put Interest” has the meaning set forth in Section 8.8(a).

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“Percentage Share” shall mean the relative participation attributable to a Member’s interest in profits, losses, and distributions (which initially shall be the amounts set forth in Schedule I under the heading “Percentage Share”) as the same may be adjusted by the Company from time to time in accordance with Section 2.3.

“Permitted Activities” shall have the meaning set forth in Section 1.3.

“Person” shall mean any individual, partnership, corporation, trust, estate, association, limited liability company or other entity.

“Property” shall have the meaning set forth in Section 1.3(a).

“Property Owner” means has the meaning set forth in the Recitals.

“Property Sale Offer” shall have the meaning set forth in Section 8.9(d).

“Property Sale Response Notice” shall have the meaning set forth in Section 8.9(b).

“Proposed Annual Budget” shall mean the proposed annual budget for all anticipated costs for owning, developing, operating, leasing, managing, financing, maintaining and repairing the Property and any other Company Assets, as well as revenue projections for rents, reimbursements for operating expenses and parking revenues, and otherwise with respect to the Company and each Subsidiary.

“Proposed Hocker Transferee” shall have the meaning set forth in Section 8.3(a).

“Proposed Hocker Transfer” shall have the meaning set forth in Section 8.3(a).

“Proposed FMV” shall mean the Fair Market Value of the Called Interests or Put Interests, as applicable, as determined by an Appraiser chosen by Rouse or Hocker, as the case may be.

“Proprietary Information” shall have the meaning set forth in Article IX.

“Pulliam” shall have the meaning set forth in the introductory paragraph.

“Purchase and Sale Agreement” shall have the meaning set forth in the Recitals.

“Put Closing Date” shall have the meaning set forth in Section 8.8(c).

“Put Defaulted Member” shall have the meaning set forth in the definition of the term Forced Sale Eligible Initiator.

“Put Interest” shall have the meaning set forth in Section 8.8(a).

“Put Notice” shall have the meaning set forth in Section 8.8(a).

“Put Price” shall have the meaning set forth in Section 8.8(b).

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“Qualified Financing” shall mean a mortgage loan (or combination of a mortgage and mezzanine loan) in an amount equal a loan-to-value ratio not to exceed 67.5%, and which (a) contains a market interest rate, (b) is assumable or prepayable on customary terms, (c) is for a term of not more than ten (10) years and (d) is non-recourse subject to customary non-recourse carveouts.

“Qualified Hocker Transferee” shall mean a Person (i) with at least ten (10) years experience in investing as a non-managing investor in at least five (5) shopping center properties similar to the Property, (ii) having the financial means commensurate with that of investors that typically invest in properties such as the Property as evidenced by financial statements audited by a reputable accounting firm, (iii) has not been, nor has any of its Affiliates been the subject of a Bankruptcy in the last ten (10) years and (iv) is not a Prohibited Hocker Transferee or otherwise a known competitor of Rouse Properties, Inc.

“Qualified Rouse Transferee” and “Prohibited Hocker Transferee” shall mean any recognized shopping center asset manager organization or an organization that acquires, leases, manages or operates shopping centers.

“REIT” shall mean a real estate investment trust under Code Section 856.

“Representative” shall have the meaning set forth in Article IX.

“Response Deadline” shall have the meaning set forth in Section 6.3.2.

“ROFR Closing Date” shall have the meaning set forth in Section 8.3(b).

“ROFR Election” shall have the meaning set forth in Section 8.3(b).

“ROFR Election Period” shall have the meaning set forth in Section 8.3(b).

“ROFR Interest” shall have the meaning set forth in Section 8.3(a).

“ROFR Offered Price” shall mean the purchase price for the ROFR Interest contained in the Binding LOI.

“Rouse De-list Date” shall mean the date (if any) on which the market price of Rouse Parent’s common stock is de-listed by the New York Stock Exchange.

“Rouse” shall have the meaning set forth in the introductory paragraph.

“Rouse Parent” shall mean Rouse Properties, Inc.

“Sale Interests” shall have the meaning set forth in Section 8.5(b).

“Securities Act” shall have the meaning set forth in Section 1.8(b).

“Sell Option” shall have the meaning set forth in Section 8.5(b).

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“Stipulated Sale Price” shall have the meaning set forth in Section 8.9(a).

“Subsidiary” shall mean any entity directly or indirectly owned, in whole or in part by the Company, including, in the case of the Company, the Property Owner.

“Substituted Member” shall have the meaning set forth in Section 8.13.

“Tag-Along Member” shall have the meaning set forth in Section 8.4.

“Tag-Along Offer” shall have the meaning set forth in Section 8.4.

“Tag-Along Optionor” shall have the meaning set forth in Section 8.4.

“Tag-Along Purchase Price” shall mean an amount equal to the product of (i) a fraction (x) the numerator of which is the proposed sale price for the Tag-Along Seller’s Interest to be paid by the Tag-Along Transferee and (y) the denominator of which is the Tag-Along Seller’s Percentage Interest, expressed as a decimal and (ii) the Tag-Along Optionor’s Percentage Interest, expressed as a decimal.

“Tag-Along Seller” shall have the meaning set forth in Section 8.4.

“Tag-Along Terms” shall have the meaning set forth in Section 8.4.

“Tag-Along Transfer” shall have the meaning set forth in Section 8.4.

“Tag-Along Transferee” shall have the meaning set forth in Section 8.4.

“Talmage” shall have the meaning set forth in the introductory paragraph.

“Tax Protection Agreement” shall mean a Tax Protection Agreement, by and between Rouse and Hocker, substantially in the form of Exhibit D attached hereto, as the same may be amended, modified, restated or extended from time to time.

“TMP” or“Tax Matters Partner” shall have the meaning set forth in Section 6.7.

“Transfer” (and corresponding grammatical variations thereof) when used as a noun, shall mean any direct or indirect sale, assignment, pledge, hypothecation, encumbrance, transfer, exchange, gift or attempt to create or grant a security interest. “Transfer” (and corresponding grammatical variations thereof) when used as a verb, shall have a correlative meaning.

“Treasury Regulation” or “Treas. Reg.” shall mean the regulation (s) promulgated pursuant to the Code by the U.S. Department of the Treasury, as amended, and any successor regulation (s).

“Trustee” shall have the meaning set forth in Section 7.1.

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“TUP 130 LLC Agreement” shall mean that certain Limited Liability Company Agreement of TUP 130 Parent, LLC, dated as of the date hereof, as the same may be amended, modified, restated or extended from time to time.

“TUP 430 LLC Agreement” shall mean that certain Limited Liability Company Agreement of TUP 430 Parent, LLC, dated as of the date hereof, as the same may be amended, modified, restated or extended from time to time.

XII.MISCELLANEOUS

12.1Notices. All notices to the Company shall be sent to the Company’s principal office by either (i) registered or certified mail, return receipt requested; (ii) nationally recognized overnight express courier; (iii) hand delivery, provided a written receipt therefor is obtained; or (iv) facsimile, with the successful fax transmission confirmed by a printed report. All notices to the Members shall be sent addressed to each Member c/o the address set forth under each Member’s signature below or as may be specified by a Member from time to time in a notice to the Company. All notices shall be deemed given or served upon the earlier of (i) receipt, (ii) one (1) Business Day following deposit with a nationally recognized overnight express courier, or (iii) two (2) Business Days following deposit in the United States certified or registered mail, postage prepaid, properly addressed and return receipt requested.

12.2Waiver. Each of the Members hereby irrevocably waives any and all rights, duties, obligations and benefits with respect to any action for partition of Company property or to compel any sale or appraisal thereof. Further, all rights, duties, benefits and obligations, including inventory and appraisal of the Company assets, provision for which is made in the laws of the State of Delaware, or an account of the operation of any other rule or law of any other jurisdiction to compel any sale or appraisal of Company assets, are hereby waived and dispensed with.

12.3Arbitration. Whenever this Agreement provides that a dispute shall be resolved by “Arbitration”, the dispute to be resolved will be adjudicated and resolved by binding arbitration in accordance with the then current expedited procedures provisions of the Construction Industry Arbitration Rules of the American Arbitration Association (“Arbitration”). No Member shall institute any arbitration proceedings unless, at least five (5) days prior thereto, such Member has furnished notice of intent to do so and a detailed statement as to the basis for such proceedings. The Arbitration will be held at the regional office of the American Arbitration Association located in New York City before a single arbitrator chosen from a panel of persons knowledgeable in the field of construction and development. If the parties fail to reach mutual agreement concerning the selection of the arbitrator within five (5) days after the proceeding is instituted, then the arbitrator shall be designated by the American Arbitration Association. The award, order or judgment pursuant to the Arbitration shall be final, nonappealable and binding upon the Members, and may be entered and enforced in any court of competent jurisdiction.

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12.4Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them respecting the within subject matter. There are no agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement which are not set forth or expressly referred to herein or therein.

12.5Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

12.6Binding Nature. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Members and their successors and assigns.

12.7Invalidity. In the event that any provision of this Agreement shall be held to be invalid, the validity of the remaining provisions of the Agreement shall not in any way be affected thereby.

12.8Counterparts. This Agreement and any amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement or amendment, as the case may be, notwithstanding that all of the parties are not signatories to the original or the same counterpart, or that signature pages from different counterparts are combined, and the signature of any party to any counterpart may be deemed to be a signature to and may be appended to any other counterpart.

12.9Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

12.10Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa. References to days shall mean calendar days, not Business Days, unless otherwise specified; provided, however, that if the last day to perform any act under this Agreement falls on a day that is not a Business Day, the time for performance shall automatically be extended to 5:00 p.m. Eastern Standard Time on the following Business Day.

{Signatures on following page}

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IN WITNESS WHEREOF, the Members have duly executed this Agreement as of the date first above written.

ROUSE RPI TUPELO VACANT, LLC, a Delaware limited liability company
By/s/ Susan Elman       Name: Susan Elman       Title: Executive Vice President	Address: 1114 Avenue of the Americas, Suite 2800 New York, New York 10036 Attention: General Counsel With a copy to: Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Attention: Alan S. Weil, Esq.

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HOCKER
DAVID E. HOCKER, an individual
/s/David E. Hocker	c/o David Hocker & Associates 1901 Frederica Street Owensboro, Kentucky 42301 Attention: Scott D. Hornaday, Esq.
	With a copy to:
	C. Christopher Trower
	3159 Rilman Road, N.W.
	Atlanta, Georgia  30327

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TALMAGE
D. TALMAGE HOCKER, an individual
/s/ D. Talmage Hocker
	Address: c/o The Hocker Group, LLC 4360 Brownsboro Road, Suite 212 Louisville, Kentucky 40207 Attention: D. Talmage Hocker
	With a copy to:
	Middletown Reutlinger
	4965 US Highway 42, Suite 2800
	Louisville, Kentucky 40222 Attention: Christopher M. George

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PULLIAM
MARK PULLIAM, an individual
/s/ Mark Pulliam
	Address: Mark Pulliam 907 Colonel Anderson Parkway Louisville, Kentucky 40222

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EXHIBIT A

Intentionally Omitted

Exhibit A-1

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EXHIBIT B

PROPERTY

COMPANY ASSETS

The real property marked as “TUP 330 (Vacant outlots)” on the attached site plan.

Exhibit B-1

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EXHIBIT C

Form of Proposed Annual Budget

[See attached]

Exhibit C-1

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EXHIBIT D

Form of Tax Protection Agreement

[See attached]

Exhibit D-1

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1.FORM OF TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of [•], by and among ROUSE PROPERTIES, INC., a Delaware corporation (the “REIT”), ROUSE PROPERTIES, LP (the “Partnership”), and each Protected Partner identified as a signatory on Schedule 2.1(a), as amended from time to time.

WHEREAS, the Partnership directly or indirectly owns certain assets that previously were owned by one or more Protected Partners and/or entities in which they owned an interest;

WHEREAS, the Protected Partners own limited partnership interests in the Partnership (“Units”) that were acquired by them as of the date hereof in exchange for interests, directly or indirectly, in assets now owned by the Partnership, including the Protected Properties (as hereinafter defined);

WHEREAS, if one or more of the Protected Properties (or interests therein) were to be sold or otherwise disposed of in a taxable transaction, the Protected Partners would be allocated gain for federal income tax purposes;

WHEREAS, the REIT, directly or indirectly controls the Partnership’s general partner;

WHEREAS, the parties desire to enter into this Agreement regarding certain tax matters related to Protected Properties and the tax positions of the Protected Partners, including their agreement regarding amounts that may be payable by the Partnership to the Protected Partners as a result of certain actions being taken by the Partnership regarding the disposition, directly or indirectly, of interests in the Protected Properties and certain debt obligations of the Partnership and its subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

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DEFINITIONS

To the extent not otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Partnership Agreement (as defined below).

“Accounting Firm” has the meaning set forth in Section 4.2.

“Agreement” has the meaning set forth in the recitals.

“Closing Date” means the date hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Consent” means the prior written consent to do the act or thing for which the consent is required or solicited, which consent may be executed by a duly authorized officer or agent of the party granting such consent.

“Credit Agreement” has the meaning set forth in Section 9.13.

“Deficit Restoration Obligation” or “DRO” means a written obligation by the Protected Partner to restore or repay any deficit balance in its “Capital Account” pursuant to the Partnership Agreement.

“Excess Payment” has the meaning set forth in Section 4.4.

“Guarantee Agreement” has the meaning set forth in Section 3.2.

“Guaranteed Amount” means the aggregate amount of each Guaranteed Debt that is guaranteed at any time by Partner Guarantors.

“Guaranteed Debt” means any loan existing, incurred (or assumed) by the Partnership or any of its Subsidiaries that is guaranteed in whole or in part by Partner Guarantors at any time after the Closing Date pursuant to Article 3 hereof.

“IRS” has the meaning set forth in Section 4.2.

“Minimum Liability Amount” means, for each Protected Partner, the amount set forth on Schedule 3.1 hereto next to such Protected Partner’s name, as amended from time to time.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations § 1.752-1(a)(2).

“Partner Guarantor” means a Protected Partner who has guaranteed any portion of a Guaranteed Debt. The Partner Guarantors and each Partner Guarantor’s dollar amount share of the Guaranteed Amount with respect to the Guaranteed Debt as of the Closing Date are set forth on Schedule 3.2 hereto, which may be amended from time to time.

“Partnership” means Rouse Properties, LP, a Delaware limited partnership.

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP, dated as of [__], 2014, and as the same may be further amended in accordance with the terms thereof.

“Partnership Interest Consideration” has the meaning set forth in Section 2.3.

“Protected Gain” shall mean the gain that would be allocable to and recognized by a Protected Partner under Section 704(c) of the Code (including, without limitation, the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership) in the event of the sale of a Protected Property in a fully taxable transaction (after taking into account any adjustments under

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Section 743 of the Code, but excluding such Protected Partner’s corresponding share of “book gain,” if any, accruing after the Closing Date). The initial maximum amount of Protected Gain with respect to each Protected Partner shall be determined as if the Partnership sold a Protected Property in a fully taxable transaction on the Closing Date, for consideration equal to the Section 704(c) Value of such Protected Property on the Closing Date, and is set forth on Schedule 2.1(b) hereto. Gain that would be allocated to a Protected Partner upon a sale of a Protected Property that is “book gain” attributable either (i) to appreciation in the value of the Protected Properties following the Closing Date or (ii) to gain resulting from reductions in the “book value” of the Protected Property following the Closing Date would not be considered Protected Gain. (As used in this definition, “book gain” is any gain arising or accruing after the Closing Date that would not be required under Section 704(c) of the Code and the applicable regulations (including the regulations referenced upon under Section 704(b) of the Code in connection with revaluations of the assets of the Partners) to be specially allocated to the Protected Partners as a result of their indirect ownership of an interest in the Protected Property immediately prior to its (direct or indirect) acquisition by the Partnership.)

“Protected Partner” means those persons set forth on Schedule 2.1(a) hereto as “Protected Partners” and their permitted successors and assignees who acquire Units from a Protected Partner in a transaction in which gain or loss is not recognized in full and in which such transferee’s adjusted basis, as determined for federal income tax purposes, is determined in whole or in part by reference to the adjusted basis of a Protected Partner in such Units.

“Protected Property” means (i) each of the properties identified as a Protected Property on Schedule 2.1(b) hereto; (ii) a direct or indirect interest owned by the Partnership in any Subsidiary that owns an interest in a Protected Property, if the disposition of such interest would result in the recognition of Protected Gain with respect to a Protected Partner; and (iii) any other property that the Partnership directly or indirectly acquires that is in whole or in part a “substituted basis property” as defined in Section 7701(a)(42) of the Code with respect to a Protected Property or interest therein. For the avoidance of doubt, if any Protected Property is transferred to another entity in a transaction in which gain or loss is not recognized in full, and if the acquiring entity’s disposition of such Protected Property would cause the Protected Partners to recognize gain or loss as a result thereof, such Protected Property (including any interest in such entity acquired directly or indirectly by the Partnership in connection therewith) shall still be subject to this Agreement.

“Qualified Guarantee” has the meaning set forth in Section 3.2.

“Qualified Guarantee Indebtedness” has the meaning set forth in Section 3.2.

“REIT” means Rouse Properties, Inc., a Delaware corporation.

“Section 704(c) Value” means the fair market value of each Protected Property as of the Closing Date, as agreed to by the Partnership [and David E. Hocker] on behalf of the Protected Partners and as set forth next to each Protected Property on Schedule 2.1(b) hereto, as applicable. The Partnership shall initially carry each Protected Property on its books as of the Closing Date

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at a value equal to the Section 704(c) Value of such Protected Property determined as set forth above.

“Subsidiary” means any entity in which the Partnership owns a direct or indirect interest.

“Successor Partnership” has the meaning set forth in Section 2.2.

“Tax Protection Period” means the period commencing on the Closing Date (or, if later, August [__], 2017) and ending at 12:01 AM on August [__], 2024.

“Tax Claim” has the meaning set forth in Section 7.1

“Tax Proceeding” has the meaning set forth in Section 7.1.

“Units” means [___] units of limited partnership interest of the Partnership, as described in the Partnership Agreement.

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DISPOSITIONS OF
PROTECTED PROPERTIES

Disposition of Protected Properties. The REIT and the Partnership agree for the benefit of each Protected Partner, for the term of the Tax Protection Period, that in the event that the Partnership, directly or indirectly sells, exchanges, transfers, or otherwise disposes of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain, the provisions of Article 4 shall apply and the Partnership shall make the payments to the Protected Partners provided for in Article 4.

Without limiting the foregoing, the term “sale, exchange, transfer or disposition” by the Partnership shall be deemed to include, and the rights of the Protected Partners with respect thereto under Article 4 shall extend to:

any direct or indirect disposition by a Subsidiary of any Protected Property or any interest therein;

any direct or indirect disposition by the Partnership of any Protected Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder (determined taking into account the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership);

any distribution by the Partnership to a Protected Partner that is subject to Section 737 of the Code and the Treasury Regulations thereunder; and

any merger or consolidation of the Partnership or a Subsidiary with or into another entity unless all of the conditions set forth in Section 2.3 below are met.

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Without limiting the foregoing, a disposition shall include any transfer, voluntary or involuntary, by the Partnership or a Subsidiary in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding.

Exceptions Where No Gain Recognized. Notwithstanding the restriction set forth in Section 2.1, the Partnership or a Subsidiary may dispose of any Protected Property (or any interest therein), and Article 4 shall not apply with respect thereto, if and to the extent that such disposition qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies as a “partnership” for federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, does not result (in the year of such disposition) in the recognition of any taxable income or gain to any Protected Partner with respect to any of the Units; provided, however, that:

in the case of a Section 1031 like-kind exchange, if such exchange is with a “related party” within the meaning of Section 1031(f)(3) of the Code, any direct or indirect disposition by such related party of the Protected Property or any other transaction prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(f)(1) to apply with respect to such Protected Property (including by reason of the application of Section 1031(f)(4)) shall be considered subject to Section 2.1 and Article 4; and

in the event that at the time of the exchange or other disposition the Protected Property is secured, directly or indirectly, by indebtedness that is guaranteed by a Protected Partner (or for which a Protected Partner otherwise has personal liability) and that is not then in default and the transferee is not a Subsidiary of the Partnership that both is more than 50% owned, directly or indirectly by the Partnership and is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), (a) either (I) such indebtedness shall be repaid in full or (II) the Partnership shall obtain from the lenders with respect to such indebtedness a full and complete release of liability for each of the Protected Partners that has guaranteed, or otherwise has liability for, such indebtedness, and (b) if such indebtedness is a Guaranteed Debt and the Tax Protection Period shall not have expired, the Partnership shall comply with its covenants set forth in Article 3 below with respect to such Guaranteed Debt and the Partner Guarantors that are considered to have liability for such Guaranteed Debt (determined under Section 3.4 treating such events as a repayment of the Guaranteed Debt).

Merger Transactions. Any merger or consolidation of the Partnership or any Subsidiary, whether or not the Partnership or Subsidiary is the surviving entity in such merger or consolidation, that results in a Protected Partner recognizing part or all of the Protected Gain shall be deemed to be a disposition of the Protected Properties for purposes of Section 2.1, and Article 4 shall fully apply, except as expressly provided in this Section 2.3.

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In the event of a merger or consolidation of the Partnership (or any Subsidiary) and a Successor Partnership that does not result in Protected Partners being required to recognize all of the Protected Gain, the Successor Partnership must have agreed in writing for the benefit of the Protected Partners that all of the restrictions contained in this Agreement shall continue to apply, including but not limited to, those with respect to each Protected Property, in order for such merger or consolidation not to be reconsidered to have resulted in the recognition by the Protected Partners of all of their Protected Gain as a result thereof.

This Section 2.3, Section 2.1 and Article 4 shall not apply to a voluntary, actual disposition by a Protected Partner of Units in connection with a merger or consolidation to which the Partnership or the REIT is a party and in connection with which all of the following requirements are satisfied:

the Protected Partner is offered either:

cash or property treated as “money” pursuant to Section 731 of the Code (“Cash Consideration”) or

partnership interests in a partnership that would be treated as the continuing partnership under the principles of Section 708 of the Code and the receipt of such partnership interests would not result in the recognition of gain for federal income tax purposes and which partnership interests have a fair value, per Unit, equal to the greater of (i) the value that the Protected Partner would have received on the date of such merger or consolidation had such Protected Partner chosen to exercise its redemption rights under Section 8.6 of the Partnership Agreement immediately prior to such date or (ii) the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation (“Partnership Interest Consideration”);

the Protected Partner has the ability to elect to receive solely Partnership Interest Consideration in exchange for his Units and the continuing partnership has agreed in writing to assume the obligations of the Partnership under this Agreement;

no Protected Gain is recognized by the Partnership as a result of any partner of the Partnership receiving Cash Consideration;

any Successor Partnership in such merger or consolidation shall have complied with the preceding paragraph of this Section 2.3; and

the Protected Partner elects to receive Cash Consideration.

In the event of a voluntary, actual disposition by a Protected Partner of Units in connection with a merger, consolidation or other transaction involving the Partnership that does not comply with the conditions in the prior paragraph, then Section 2.1 and Article 4 shall be considered to apply to such disposition.

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In addition, if (1) there is a merger, consolidation or other transaction involving the REIT that results in the shares of the REIT (or any successor to the REIT) not being considered to be traded on the New York Stock Exchange, and (2) there is an actual disposition by a Protected Partner of Units in connection with or immediately prior to such a merger, consolidation or other transaction (including through exercise of the “Redemption Right” provided for in the Partnership Agreement), then Section 2.1 and Article 4 shall be considered to apply to such disposition unless, immediately following such merger, consolidation or other transaction involving the REIT, the Units (or any partnership interests received in exchange therefor) held by the Protected Partner would be considered to have a fair value, per Unit (determined including rights to liquidity comparable to those provided under Section 8.6 of the Partnership Agreement), equal to the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation.

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ALLOCATION OF LIABILITIES; GUARANTEE OPPORTUNITY AND DEFICIT RESTORATION OBLIGATIONS

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner, at the Protected Partner’s option, the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to cause the amount of partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissible, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).

Qualified Guarantee Indebtedness and Qualified Guarantee; Treatment of Qualified Guarantee Indebtedness as Guaranteed Debt. In order for an offer by the Partnership of an opportunity to guarantee indebtedness to satisfy the requirements of this Article 3, (1) the indebtedness to be guaranteed must satisfy all of the conditions set forth in this Section 3.2 (indebtedness satisfying all such conditions is referred to as “Qualified Guarantee Indebtedness”); (2) the guarantee by the Partner Guarantors must be pursuant to a guarantee agreement in form and substance agreeable to the Partnership, the REIT and David E. Hocker (the “Guarantee Agreement”) that satisfies the conditions set forth in Sections 3.2(i) and (iii) (a “Qualified Guarantee”); (3) the amount of debt required to be guaranteed by the Partner Guarantor must not exceed the portion of the Guaranteed Amount for which a replacement guarantee is being offered; and (4) the debt

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to be guaranteed must be considered indebtedness of the Partnership for purposes of determining the adjusted tax basis of the interests of partners in the Partnership in their partnership interests. If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt and shall be subject to all of this Article 3. The conditions that must be satisfied at all times with respect to any additional or replacement Guaranteed Debt offered pursuant to this Article 3 hereof and the guarantees with respect thereto are as follows:

the maximum aggregate liability of each Partner Guarantor for all Guaranteed Debt shall be limited to the amount actually guaranteed by such Partner Guarantor;

the fair market value of the collateral against which the lender has recourse pursuant to the terms and conditions of the Guaranteed Debt, determined as of the time the guarantee is entered into by the Partner Guarantor (an independent appraisal relied upon by the lender in making the loan shall be conclusive evidence of such fair market value when the guarantee is being entered into in connection with the closing of such loan), shall not be less than 150% of the sum of (x) the aggregate of the Guaranteed Debt, plus (y) the dollar amount of any other indebtedness that is senior to or pari passu with the Guaranteed Debt and as to which the lender thereunder has recourse against property that is collateral of the Guaranteed Debt;

(A) the executed guarantee must be delivered to the lender; and (B) the execution of the guarantee by the Partner Guarantors must be acknowledged by the lender; and (C) the guarantee otherwise must be enforceable under the laws of the state governing the loan and in which the property securing the loan is located or in which the lender has a significant place of business (with any bona fide branch or office of the lender through which the loan is made, negotiated, or administered being deemed a “significant place of business” for the purposes hereof);

as to each Partner Guarantor that is executing a guarantee pursuant to this Agreement, there must be no other Person that would be considered to “bear the economic risk of loss,” within the meaning of Treasury Regulation § 1.752-2, or would be considered to be “at risk” for purposes of Section 465(b) with respect to that portion of such debt for which such Partner Guarantor is being made liable for purposes of satisfying the Partnership’s obligations to such Partner Guarantor under this Article 3; and

the obligor with respect to the Guaranteed Debt is the Partnership or an entity (A) which is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly-owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), and (B) in which the equity interest of the Partnership in both capital and profits is not less than 50%.

Covenant With Respect to Guaranteed Debt Collateral. The Partnership covenants with the Partner Guarantors with respect to the Guaranteed Debt that (A) it will comply with the

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requirements set forth in Section 2.2(b) upon any disposition of any collateral for a Guaranteed Debt, whether during or following the Tax Protection Period, and (B) it will not at any time, whether during or following the Tax Protection Period, pledge the collateral with respect to a Guaranteed Debt to secure any other indebtedness (unless such other indebtedness is, by its terms, subordinate in all respects to the Guaranteed Debt for which such collateral is security) or otherwise voluntarily dispose of or reduce the amount of such collateral unless either (i) after giving effect thereto the conditions in Section 3.2 would continue to be satisfied with respect to the Guaranteed Debt and the Guaranteed Debt otherwise would continue to be Qualified Guarantee Indebtedness, or (ii) the Partnership (A) obtains from the lender with respect to the original Guaranteed Debt a full and complete release of any Partner Guarantor unless the Partner Guarantor expressly requests that it not be released, and (B) if the Tax Protection Period has not expired, offers to each Partner Guarantor with respect to such original Guaranteed Debt, not less than 30 days prior to such pledge or disposition, the opportunity, at the option of the Protected Partner, either (1) to enter into a Qualified Guarantee of other Partnership indebtedness that constitutes Qualified Guarantee Indebtedness (with such replacement indebtedness thereafter being considered a Guaranteed Debt and subject to this Article 3) in an amount equal to the amount of such original Guaranteed Debt that was guaranteed by such Partner Guarantor or (2) to enter into a DRO in the amount of the original Guaranteed Debt that was guaranteed by such Partner Guarantor.

Repayment or Refinancing of Guaranteed Debt. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each Partner Guarantor would be entitled to include in its basis for its Units an amount of Guaranteed Debt equal to its Minimum Liability Amount, or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity, at the option of the Protected Partner, either (A) to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness or (B) to enter into a DRO, in either case in an amount sufficient so that, taking into account such guarantees of such other Qualified Guarantee Indebtedness or DRO, as applicable, each Partner Guarantor who guarantees such other Qualified Guarantee Indebtedness or enters into a DRO in the amount specified by the Partnership would be entitled to include in its adjusted tax basis for its Units debt equal to the Minimum Liability Amount for such Partner Guarantor.

Limitation on Additional Guarantees With Respect to Debt Secured by Collateral for Guaranteed Debt. The Partnership shall not offer the opportunity or make available to any person or entity other than a Protected Partner a guarantee of any Guaranteed Debt or other debt that is secured, directly or indirectly, by any collateral for Guaranteed Debt unless (i) any such other debt by its terms is subordinate in all respects to the Guaranteed Debt, and (ii) such other guarantees do not have the effect of reducing the amount of the Guaranteed Debt that is includible by any Partner Guarantor in its adjusted tax basis for its Units pursuant to Treasury Regulation § 1.752-2.

Process. Whenever the Partnership is required under this Article 3 to offer to one or more of the Partner Guarantors an opportunity, at the option of the Partner Guarantor, either to guarantee Qualified Guarantee Indebtedness or enter into a DRO, the Partnership shall be considered to

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have satisfied its obligation under this Article 3 if the other conditions in this Article 3 are satisfied and, not less than thirty (30) days prior to the date that such guarantee would be required to be executed in order to satisfy this Article 3, the Partnership sends by first class mail, return receipt requested, to the last known address of each such Partner Guarantor (as reflected in the records of the Partnership) (i) the Guarantee Agreement or a consent to DRO form, as applicable, to be executed and (ii) a brief letter setting forth (v) the relevant circumstances (including, as applicable, that the offer is being made pursuant to this Article 3, the circumstances giving rise to the offer, a brief summary of the terms of the Qualified Guarantee Indebtedness to be guaranteed (or, in the case of a DRO, the terms of the Partnership recourse debt), (w) a brief description of the collateral for the Qualified Guarantee Indebtedness, (x) a statement of the amount to be guaranteed (or the amount of the DRO), (y) the address to which the executed Guarantee Agreement (or consent to DRO form) must be sent and the date by which it must be received, and (z) a statement to the effect that, if the Protected Partner fails to execute and return such Guarantee Agreement (or consent to DRO form) within the time period specified, the Partner Guarantor thereafter would lose its rights under this Article 3 with respect to the amount of debt that the Partnership is required to offer to be guaranteed (or that would be subject to the DRO), and depending upon the Partner Guarantor’s circumstances and other circumstances related to the Partnership, the Partner Guarantor could be required to recognize taxable gain as a result thereof, either currently or prior to the expiration of the Tax Protection Period, that otherwise would have been deferred. If a notice is properly sent in accordance with this Section 3.6, the Partnership shall have no responsibility as a result of the failure of a Partner Guarantor either to receive such notice or to respond thereto within the specified time period.

Presumption as to Guarantee Agreement. A Guarantee Agreement that is (A) properly executed by the Partner Guarantor and the lender and (B) delivered to the lender shall be conclusively presumed to have caused the Guaranteed Debt to be considered allocable to the Guarantor Partner who enters into such Guarantee Agreement pursuant to Treasury Regulation § 1.752-2 and Section 465 of the Code so long as all of the following conditions are met with respect such Guaranteed Debt:

there are no other guarantees in effect with respect to such Guaranteed Debt (other than the guarantees contemporaneously being entered into by the Partner Guarantors pursuant to this Article 3 or that are otherwise permitted pursuant to Section 3.2);

the collateral securing such Guaranteed Debt is not, and shall not thereafter become, collateral for any other indebtedness that is senior to or pari passu with such Guaranteed Debt;

the lender with respect to such Guaranteed Debt is not the Partnership, any Subsidiary or other entity in which the Partnership owns a direct or indirect interest, the REIT, any other partner in the Partnership, or any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 or any person that would be considered a “related party” as determined for purposes of Section 465 of the Code; and

none of the REIT, nor any other partner in the Partnership, nor any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 shall have provided, or shall thereafter provide, collateral for, or otherwise shall have entered into, or

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shall thereafter enter into, a relationship that would cause such person or entity to be considered to bear the risk of loss with respect to such Guaranteed Debt, as determined for purposes of Treasury Regulation § 1.752-2 or that would cause such entity to be considered “at risk” with respect to such Guaranteed Debt, as determined for purposes of Section 465 of the Code.

Notwithstanding the foregoing, if, due to a change in tax law or regulation (including administrative interpretations thereof) after the date hereof, either the Partnership determines or a Protected Partner is advised by counsel, that there is a material risk that such Protected Partner may no longer continue to be allocated such Protected Partner’s Guaranteed Amount of a Guaranteed Debt, such Protected Partner may request a modification of such Guarantee Agreement and the Partnership will use its commercially reasonable efforts to work with the lender with respect to such Guaranteed Debt to have the Guarantee Agreement amended in a manner that will permit such Protected Partner to be allocated such Protected Partner’s Guaranteed Amount with respect to the Guaranteed Debt, or such Protected Partner, at its option shall be offered the opportunity to enter into a DRO, in an amount equal to such Guaranteed Amount so that the amount of Partnership liabilities allocated to such Protected Partner shall not decrease as a result of the change in law. For the avoidance of doubt, each Protected Partner hereby acknowledges and agrees that the Partnership shall not be treated as violating this Article 3 to the extent that, after such a change of tax law or regulation (including administrative interpretations thereof), the allocation of Partnership indebtedness for tax purposes to the Protected Partner may not be achieved due to the unwillingness of such Protected Partner either to provide a guarantee or similar instrument that complies with the new rules or interpretations (where both such guarantee or similar instrument and the indebtedness being guaranteed is otherwise consistent to the maximum extent permitted by such new rules or interpretations with the provisions of this Article 3) or to enter into a DRO pursuant to Section 3.8; provided, however, that the Partnership’s obligations as set forth in the last sentence of Section 3.1 shall continue to apply. Any cost and expenses incurred as a result of such a change in tax law or regulation (including administrative interpretations thereof) shall be borne equally by the Partnership on the one hand and the relevant Protected Partner on the other hand.

Deficit Restoration Obligation. In the event a Protected Partner has elected to enter into a DRO, the Partnership will maintain an amount of indebtedness of the Partnership that would be considered “recourse” indebtedness (determined for purposes of Section 752 of the Code and taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the General Partner) equal to or greater than the sum of the total amount of the DRO of all Protected Partners (plus, the total amount of the DRO, if any, of other partners in the Partnership). Except as required by a change in law or regulation (or administrative interpretations thereof), the deficit restoration obligation evidenced thereby shall be presumed to cause the Protected Partner to be allocated an amount of liabilities equal to the amount of the DRO of such Protected Partner for purposes of Sections 465 and 752 of the Code, provided that (1) the Partnership maintains an amount of debt that is considered “recourse” indebtedness (determined for purposes of Section 752 of the Code and taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the General Partner) equal to the aggregate amounts of the DRO of all partners of the Partnership and (2) all other terms and conditions of the Partnership Agreement with respect to such deficit restoration obligation are

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met. For the avoidance of doubt, the purpose of this Section 3.8 is not to require the Partnership to incur or increase the amount of “recourse” indebtedness, if any, to which the Protected Properties are subject, provided, however, that the Partnership maintains at the same time sufficient other “recourse” indebtedness to cover the aggregate amounts of the DRO of all partners of the Partnership.

Additional Guarantee and DRO Opportunities. Without limiting any of the other obligations of the Partnership under this Agreement, from and after the expiration of the Tax Protection Period, the Partnership shall, upon a request from a Protected Partner, use commercially reasonable efforts to permit such Protected Partner to enter into an agreement with the Partnership to bear the economic risk of loss as to a portion of the Partnership’s recourse indebtedness by undertaking an obligation to restore a portion of its negative capital account balance upon liquidation of such Protected Partner’s interest in the Partnership and/or to bear financial liability under a Guarantee Agreement for indebtedness that would be considered Qualifying Guarantee Indebtedness under Section 3.2 hereof, if such Protected Partner shall provide information from its professional tax advisor satisfactory to the Partnership showing that, in the absence of such agreement, such Protected Partner likely would not be allocated from the Partnership sufficient indebtedness under Section 752 of the Code and the at-risk provisions under Section 465 of the Code to avoid the recognition of gain (other than gain required to be recognized by reason of actual cash distributions from the Partnership). The Partnership and its professional tax advisors shall cooperate in good faith with such Protected Partner and its professional tax advisors to provide such information regarding the allocation of the Partnership liabilities and the nature of such liabilities as is reasonably necessary in order to determine the Protected Partner’s adjusted tax basis in its Units and at-risk amount. If the Partnership permits a Protected Partner to enter into an agreement under this Section 3.9, the Partnership shall be under no further obligation with respect thereto, and the Partnership shall not be required to indemnify such Protected Partner for any damage incurred, in connection with or as a result of such agreement or the indebtedness, including without limitation a refinancing or prepayment thereof or taking any of the other actions required by Article 3 hereof with respect to Qualified Indebtedness. This Section 3.9 shall not obligate the Partnership to incur additional indebtedness.

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REMEDIES

Remedies. In the event that the Partnership engages in a transaction described in Section 2.1, 2.3 or 2.4 or the Partnership breaches its obligations set forth in Article 2 or Article 3 with respect to a Protected Partner, the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay, without duplication, to such Protected Partner as damages, an amount equal to:

in the case of a violation of Article 3, the aggregate federal, state and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) incurred by the Protected Partner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner by reason of such breach;

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in the case of a transaction described in Section 2.1, 2.3 or 2.4 or a violation of Article 2, the aggregate federal state, and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) incurred with respect the Protected Gain incurred with respect to the Protected Property that is allocable to such Protected Partner under the Partnership Agreement;

plusin the case of either (a) or (b), an additional amount equal to the aggregate federal, state, and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) payable by the Protected Partner as a result of the receipt of any payment required under this Section 4.1 (including any tax liability incurred as a result of such Protected Partner’s receipt of such indemnity payment).

For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner, (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner’s taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner to offset other income, gain or taxes of the Protected Partner, either in the current year, in earlier years, or in later years.

Process for Determining Payments Required Under this Article 4. If the Partnership or a Subsidiary engages in a transaction described in Sections 2.1, 2.3 or 2.4 or breached or violated any of the covenants set forth in Article 2 or Article 3 (or a Protected Partner asserts that the Partnership or a Subsidiary engaged in a transaction described in Sections 2.1, 2.3 or 2.4 or breached or violated any of the covenants set forth in Article 2 or Article 3), the Partnership and the Protected Partner agree to negotiate in good faith to resolve any disagreements regarding any such transaction, breach or violation and the amount of payments or damages, if any, payable to such Protected Partner under Section 4.1 (and to the extent applicable, Sections 4.4 and/or 4.5). If any such disagreement cannot be resolved by the Partnership and such Protected Partner within, as applicable, sixty (60) days after the receipt of notice from the Partnership of such transaction or breach pursuant to Section 4.3 and the amount of income to be recognized by reason thereof, (ii) 60 days after the receipt of a notice from the Protected Partner that the Partnership or a Subsidiary engaged in a transaction described in Sections 2.1, 2.3 or 2.4 or breached its obligations under this Agreement, which notice shall set forth the amount of income asserted to be recognized by the Protected Partner and the payment required to be made to such Protected Partner under Section 4.1 as a result of the transaction or breach, (iii) 10 days following the date that the Partnership notifies the Protected Partner of its intention to settle, compromise and/or concede any Tax Claim or Proceeding pursuant to Section 7.2, or (iv) 10 days following any final determination of any Tax Claim or Proceeding, the Partnership and the Protected Partner shall jointly retain a nationally recognized independent “Big Four” public accounting firm (an “Accounting Firm”) to act as an arbitrator to resolve as expeditiously

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as possible all points of any such disagreement (including, without limitation, whether a transaction described in Sections 2.1, 2.3 or 2.4 has occurred or a breach of any of the covenants set forth Article 2 or Article 3 has occurred and, if so, the amount of payment or damages to which the Protected Partner is entitled as a result thereof, determined as set forth in Section 4.1 (and to the extent applicable, Section 4.4). All determinations made by the Accounting Firm with respect to any transaction described in Sections 2.1, 2.3 or 2.4 or the resolution of any breach or violation of any of the covenants set forth in Article 2 or Article 3 and the amount of payments or damages payable to the Protected Partner under Section 4.1 (and to the extent applicable, Section 4.4) shall be final, conclusive and binding on the Partnership and the Protected Partner. The fees and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Partnership and the Protected Partner, provided that if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than five percent (5%) higher than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Partnership and if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is less than 95% of the amount than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Protected Partner.

In the case of any Tax Claim or Tax Proceeding that is resolved pursuant to a final determination or that is settled, compromised and/or conceded pursuant to Section 7.2, the amount of taxes due to the Internal Revenue Service (the “IRS”) or any other taxing authority shall, to the extent that such taxes relate to matters covered in this Agreement, be presumed to be an amount payable pursuant to this Agreement, and the amount payable pursuant to this Agreement shall be increased by any interest and penalties required to be paid by the Protected Partner with respect to such taxes (other than interest and penalties resulting from a failure of the Protected Partner to timely and properly file any tax return or to timely pay any tax, unless such failure resulted solely from the Protected Partner reporting and paying its taxes in a manner consistent with the Partnership) so that the amount of the payment under Section 4.1 shall not be less than the amount required to be paid to the IRS or any other taxing authority with respect to matters covered in this Agreement.

Required Notices; Time for Payment. In the event that there has been a transaction described in Sections 2.1, 2.3 or 2.4 or a breach of Article 2 or Article 3, the Partnership shall provide to the Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Schedule K-1’s to the Partnership’s federal income tax return as required in accordance with Section 7.4 below. All payments required under this Article 4 to any Protected Partner shall be made to such Protected Partner on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Partnership shall make a payment to the Protected Partner on or before the due date for such estimated tax payment and such payment

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from the partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner at such time. In the event of a payment required after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.

Additional Damages for Breaches of Section 2.2(b), Section 3.2 and/or Section 3.3. Notwithstanding any of the foregoing in this Article 4, in the event that the Partnership should breach any of its covenants set forth in Section 2.2(b) and Section 3.2(i), (ii) and/or (iii) and a Protected Partner is required to make a payment in respect of such indebtedness that it would not have had to make if such breach had not occurred (an “Excess Payment”), then, in addition to the damages provided for in the other Sections of this Article 4, the Partnership shall pay to such Protected Partner an amount equal to the sum of (i) the Excess Payment plus (ii) the aggregate federal, state and local income taxes, if any, computed or set forth in Section 4.1, required to be paid by such Protected Partner by reason of Section 4.4 becoming operative (for example, because the breach by the Partnership and this Section 4.4 caused all or any portion of the indebtedness in question no longer to be considered debt includible in basis by the affected Protected Partner pursuant to Treasury Regulations § 1.752-2(a)), plus (iii) an amount equal to the aggregate federal, state and local income taxes required to be paid by the Protected Partner (computed as set forth in Section 4.1) as a result of any payment required under this Section 4.4.

•
SECTION 704(C) METHOD AND ALLOCATIONS

Application of “Traditional Method.” Notwithstanding any provision of the Partnership Agreement, the Partnership shall use the “traditional method” under Regulations § 1.704-3(b) for purposes of making all allocations under Section 704(c) of the Code, including, without limitation, allocations required in connection with the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership (with no “curative allocations” to offset the effects of the “ceiling rule,” including upon any sale of a Protected Property).

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ALLOCATIONS OF LIABILITIES PURSUANT TO REGULATIONS UNDER SECTION 752

Allocation Methods to be Followed. Except as provided in Section 6.2, all tax returns prepared by the Partnership with respect to the Tax Protection Period (and to the extent arrangements have been entered into pursuant to Section 3.9, for so long thereafter as such arrangements are in effect) that allocate liabilities of the Partnership for purposes of Section 752 and the Treasury Regulations thereunder shall treat each Partner Guarantor as being allocated for federal income tax purposes an amount of recourse debt (in addition to any nonrecourse debt otherwise allocable to such Partner Guarantor in accordance with the Partnership Agreement and Treasury Regulations § 1.752-3) pursuant to Treasury Regulation § 1.752-2 equal to such Partner Guarantor’s Minimum Liability Amount, as set forth on Schedule 3.1 hereto and as may be

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reduced pursuant to the terms of this Agreement, and the Partnership and the REIT shall not, during or with respect to the Tax Protection Period, take any contrary or inconsistent position in any federal or state income tax returns (including, without limitation, information returns, such as IRS Forms K-1, provided to partners in the Partnership and returns of Subsidiaries of the Partnership) or any dealings involving the IRS (including, without limitation, any audit, administrative appeal or any judicial proceeding involving the income tax returns of the Partnership or the tax treatment of any holder of partnership interests the Partnership).

Exception to Required Allocation Method. Notwithstanding the provisions of this Agreement, the Partnership shall not be required to make allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement if and to the extent that the Partnership determines in good faith, based upon the advice of counsel recognized as expert in such matters or a nationally recognized public accounting firm, that it is not at least “more likely than not” that such allocation would be sustained upon review in a court having jurisdiction over such matters or that there has been a judicial determination in a proceeding to which the Partnership is a party and as to which the Protected Partners have been allowed to participate as and to the extent contemplated in Article 7 to the effect that such allocations are not correct. In no event shall this Section 6.2 be construed to relieve the Partnership from any liability arising from a failure by the Partnership to comply with one or more of the provisions of Article 3 of this Agreement.

Cooperation in the Event of a Required Change. If a change in the Partnership’s allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners is required by reason of circumstances described in Section 6.2, the Partnership and its professional tax advisors shall cooperate in good faith with each Protected Partner (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the Protected Partners in the manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement.

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TAX PROCEEDINGS

Notice of Tax Audits. If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made with respect to taxes or tax calculations against the Protected Partners or the Partnership that could result in liability under this Agreement (“Tax Claim”) or if the REIT or the Partnership receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding (“Tax Proceeding”) the resolution of which could result in liability under this Agreement, then the REIT or the Partnership, as applicable shall promptly (but in no event later than 20 business days after receipt of such notice) notify the Protected Partners of such Tax Claim or Tax Proceeding. In the case of a notification of a Tax Claim or Tax Proceeding received by any Protected Partner, or any notice of any current or future audit, examination, investigation or other proceeding received by a Protected Partner that involves or could involve a matter covered in this Agreement, the

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Protected Partner shall promptly notify the Partnership of such Tax Claim, Tax Proceeding, or other notice, but in no event later than 20 business days after receipt of such notice.

Control of Tax Proceedings. The REIT, as the sole owner of the general partner of the Partnership shall have the right to control the defense, settlement or compromise of any Tax Proceeding or Tax Claim; provided, however, that the REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding that could result in tax liability to a Protected Partner without the prior written consent of the Protected Partner which shall not be unreasonably conditioned, delayed or denied (and shall not be denied to the extent that any taxes required to be paid by the Protected Partners as a result thereof would be required to be reimbursed by the Partnership and the REIT under Article 4 and the Partnership and the REIT agree in connection with such settlement or consent, to make such required payments); providedfurther that the Partnership shall keep the Protected Partners duly informed of the progress thereof to the extent that such Tax Proceeding or Tax Claim could, directly or indirectly, affect (adversely or otherwise) the Protected Partners and that the Protected Partners shall have the right to review and comment on any and all submissions made to the IRS, a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that the Partnership will consider such comments in good faith. The Protected Partners shall have the right to participate in any such Tax Proceeding or Tax Claim at their own expense.

Timing of Tax Returns; Periodic Tax Information. The Partnership shall cause to be delivered to each Protected Partner, as soon as practicable each year, the IRS Forms K-1 that the Partnership is required to deliver to such Protected Partners with respect to the prior taxable year. In addition, the Partnership agrees to provide to the Protected Partners, upon request, an estimate of the taxable income expected to be allocable for a specified taxable year from the Partnership to each Protected Partner and the entities that they control, provided that such estimates shall not be required to be provided more frequently than once each calendar quarter.

•
AMENDMENT OF THIS AGREEMENT; WAIVER OF CERTAIN PROVISIONS; APPROVAL OF CERTAIN TRANSACTIONS

Amendment. This Agreement may not be amended, directly or indirectly (including by reason of a merger between the Partnership and another entity) except by a written instrument signed by both the REIT, as general partner of the Partnership, and each of the Protected Partners.

Waiver. Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in its sole discretion, may waive the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 4 hereof. Such a waiver shall be effective only if obtained in writing from the affected Protected Partner.

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MISCELLANEOUS

Additional Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and

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filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

Assignment. No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners and their respective successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership, and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder. The REIT and the Partnership covenant with and for the benefit of the Protected Partners not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

Modification; Waiver. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

Representations and Warranties Regarding Authority; Noncontravention.

Representations and Warranties of the REIT and the Partnership. Each of the REIT and the Partnership has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency

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laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to the REIT and/or the Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially adversely affect the performance by the Partnership and the REIT of their obligations hereunder.

Representations and Warranties of the Protected Partners. Each of the Protected Partners has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the Protected Partners and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the Protected Partners. This Agreement has been duly executed and delivered by each of the Protected Partners and constitutes a valid and binding obligation of each of the Protected Partners.

Captions. The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address):

if to the Partnership or the REIT, to:

c/o Rouse Properties, Inc.
1114 Avenue of the Americas, Suite 2800
New York, NY 10110
Attention: General Counsel

if to a Protected Partner, to the address on file with the Partnership.

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

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Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

Governing Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of [Delaware], without regard to the choice of law provisions thereof.

Consent to Jurisdiction; Enforceability.

This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of the State of []. For such purpose, each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.

Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Severability. If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

[Costs of Disputes. Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the prevailing party or parties in connection with resolving such dispute.]

Subordination to Payments Under Credit Agreement. In the event that under the [any current credit agreement of the Partnership, by and among the Partnership, [bank], and the other lenders that are or become parties thereto (the “Credit Agreement”), [the “obligations” (as defined in the Credit Agreement)] of the Partnership shall have been accelerated pursuant to Section [__] of the Credit Agreement, the rights of the Protected Partners to any further payments under this Agreement shall be subordinated to the prior payment in full of the [“obligations”] of the Partnership that have been accelerated.

[Signature page follows.]

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IN WITNESS WHEREOF, the REIT, the Partnership, and the Protected Partners have caused this Agreement to be signed by their respective officers (or general partners) thereunto duly authorized all as of the date first written above.

ROUSE PROPERTIES, INC.
a Delaware corporation

By: _____________

Name:

Title:

ROUSE PROPERTIES, LP
a Delaware limited partnership

By: ROUSE GP, LLC,
its sole General Partner

By:    ROUSE PROPERTIES, INC, its sole owner
Name:
Title:David E. Hocker, for himself and on behalf
of all other Protected Partners:

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SCHEDULES AND EXHIBITS TO THE TAX PROTECTION AGREEMENT

Schedule 2.1(a) List of Protected Partners

Schedule 2.1(b) Protected Properties and Estimated Initial Protected Gain for Protected Partners

Schedule 3.1 Minimum Liability Amount

Schedule 3.2 Partner Guarantors and Guaranteed Debt

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SCHEDULE 2.1(a)

LIST OF PROTECTED PARTNERS

[David E. Hocker]

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SCHEDULE 2.1(b)

PROTECTED PROPERTIES AND ESTIMATED INITIAL PROTECTED GAIN FOR PROTECTED PARTNERS

PROTECTED PARTNER	PROTECTED PROPERTY	SECTION 704(C) VALUE
[David E. Hocker]

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SCHEDULE 3.1

MINIMUM LIABILITY AMOUNT

PROTECTED PARTNER	MINIMUM LIABILITY AMOUNT
[David E. Hocker]

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SCHEDULE 3.2

PARTNER GUARANTORS AND GUARANTEED DEBT

PARTNER GUARANTOR	DOLLAR AMOUNT SHARE OF THE GUARANTEED AMOUNT
[David E. Hocker]

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EXHIBIT E

Intentionally Omitted

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EXHIBIT F

Capital Plan

[See attached]

Exhibit F-1

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APPENDIX A

TAX MATTERS

This Appendix is attached to and is a part of the Limited Liability Company Agreement of TUP 130 Parent, LLC (the “Company”). The provisions of this Appendix are intended to comply with the requirements of Treas. Reg. Section 1.704-1(b) (2) (iv) and Treas. Reg. Section 1.704-2 with respect to maintenance of capital accounts and allocations, and shall be interpreted and applied accordingly.

DEFINITIONS

1.01Definitions. For purposes of this Appendix, the capitalized terms listed below shall have the meanings indicated. Capitalized terms not listed below and not otherwise defined in this Appendix shall have the meanings specified in the Agreement.

“Account Reduction Item” means (i) any adjustment described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (4); (ii) any allocation described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (5), other than a Nonrecourse Deduction or a Member Nonrecourse Deduction; or (iii) any distribution described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (6), other than a Nonrecourse Distribution or a Member Nonrecourse Distribution .

“Adjusted Capital Account Balance” means a Member’s Capital Account balance increased by the sum of (i) such Member’s share of Company Minimum Gain and (ii) such Member’s share of Member Nonrecourse Debt Minimum Gain.

“Adjusted Fair Market Value” of an item of Company property means the greater of (i) the fair market value of such property as determined by the Managing Member or (ii) the amount of any non-recourse indebtedness to which such property is subject within the meaning of Section 7701(g) of the Code.

“Book” means the method of accounting prescribed for compliance with the capital account maintenance rules set forth in Treas. Reg. Section 1.704-1(b) (2) (iv) as reflected in Articles II and III of this Appendix, as distinguished from any accounting method which the Company may adopt for other purposes such as financial reporting.

“Book Value” means, with respect to any item of Company property, the book value of such property within the meaning of Treas. Reg. Section 1.704-1(b) (2) (iv) (g) (3).

“Capital Account” means the capital account of a Member maintained in accordance with Article III of this Appendix.

“Code” means the Internal Revenue Code of 1986, as amended. References to specific Sections of the Code shall be deemed to include references to corresponding provision of succeeding internal revenue law.

APPENDIX A-1

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“Company Minimum Gain” means partnership minimum gain determined pursuant to Treas. Reg. Section 1.704-2(d).

“Excess Deficit Balance” means the amount, if any, by which the balance in a Member’s Capital Account as of the end of the relevant taxable year is more negative than the amount, if any, of such negative balance that such Member is treated as obligated to restore to the Company pursuant to Treas. Reg. Section 1.704-1(b) (2) (ii) (c), Treas. Reg. Section 1.704-1(b) (2) (ii) (h), Treas. Reg. Section 1.704-2(g) (1), or Treas. Reg. Section 1.704-2(i) (5). Solely for purposes of computing a Member’s Excess Deficit Balance, such Member’s Capital Account shall be reduced by the amount of any Account Reduction Items that are reasonably expected as of the end of such taxable year.

“Excess Nonrecourse Liabilities” means excess non-recourse liabilities within the meaning of Treas. Reg. Section 1.752-3(a) (3).

“Exculpatory Liability” means a liability that is recourse to the Company as an entity, and for which no Member or Related Person bears the economic risk of loss under Treas. Reg. Section 1.752-2.

“Member Nonrecourse Debt” means any liability of the Company to the extent that (i) the liability is non-recourse for purposes of Treas. Reg. Section 1.1001-2 and (ii) a Member or a Related Person bears the economic risk of loss under Treas. Reg. Section 1.752-2.

“Member Nonrecourse Debt Minimum Gain” means minimum gain attributable to Member Nonrecourse Debt pursuant to Treas. Reg. Section 1.704-2(i)(2).

“Member Nonrecourse Deduction” means any item of Book loss or deduction that is attributable to a Member Nonrecourse Debt pursuant to Treas. Reg. Section 1.704-2(i).

“Member Nonrecourse Distribution” means a distribution to a Member that is allocable to a net increase in such Member’s share of Member Nonrecourse Debt Minimum Gain pursuant to Treas. Reg. Section 1.704-2(i)(6).

“Nonrecourse Deduction” means a non-recourse deduction determined pursuant to Treas. Reg. Section 1.704-2(c).

“Nonrecourse Distribution” means a distribution to a Member that is allocable to a net increase in Company Minimum Gain pursuant to Treas. Reg. Section 1.704-2(h)(2).

“Partially Adjusted Capital Account” means, as to each Member as of the end of the applicable period for which the calculation is to be made, the Capital Account of such Member as of the beginning of the applicable period, adjusted as provided for elsewhere in this Agreement for all contributions and all distributions made as to the period ending on the last day of the applicable period and for any allocations to be made for the applicable period pursuant to Sections 3.02, 3.03, 3.04(a), and 3.04(b) of Article III of Appendix A, but before making any allocations pursuant to Section 5.1.

APPENDIX A-2

ACTIVE 203377524v.3

“Regulatory Allocation” means (i) any allocation made pursuant to Section 3.04(a) to the extent that such allocation is attributable to a prior distribution that is treated as a Nonrecourse Distribution (after taking into account Section 5.03(a); (ii) any allocation made pursuant to Section 3.04(b) to the extent that such allocation is attributable to a prior distribution that is treated as a Member Nonrecourse Distribution (after taking into account Section 5.02(b); (iii) any reallocation made pursuant to Section 3.04(d) or (e); or (iv) any allocation or reallocation made pursuant to Section 3.05.

“Related Person” means, with respect to a Member, a person that is related to such Member pursuant to Treas. Reg. Section 1.752-4(b).

“Revaluation Event” means (i) a liquidation of the Company (within the meaning of Treas. Reg. Section 1.704-1(b) (2) (ii) (g); or (ii) a contribution of more than a de minimis amount of money or other property to the Company by a new or existing Member or a distribution of more than a de minimis amount of money or other property to a retiring or continuing Member where such contribution or distribution alters the Percentage Share of any Member.

“Section 705(a) (2) (B) Expenditures” means non-deductible expenditures of the Company that are described in Section 705(a) (2) (B) of the Code, and organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as expenditures described in Section 705(a) (2) (B) of the Code pursuant to Treas. Reg. Section 1.704-1(b) (2) (iv) (i).

“Section 751 Property” means unrealized receivables and substantially appreciated inventory items within the meaning of Treas. Reg. Section 1.751-1(a) (1).

“Target Balance” means, as to each Member, as of the end of the applicable period for which the calculation is to be made, a balance in such Member‘s Capital Account equal to the amount such Member would receive in liquidation of the Company if all the assets of the Company were sold (on the last day of the applicable period) for their respective Book Values and the proceeds of such sale, including any cash on hand, were applied pursuant to Section 7.2(b) (herein referred to as a “Hypothetical Liquidation Event”), said balance then reduced by the amount of income, and gain, or items thereof, that would be allocated to such Member pursuant to Sections 3.04(a) and 3.04(b) of Article III of Appendix A upon the occurrence of a Hypothetical Liquidation Event and further reduced by the amount (if any) such Member would be required to contribute to the Company. In addition, in calculating a Hypothetical Liquidation Event the effect of satisfaction of any liabilities of the Company which are either Nonrecourse Liabilities or Partner Nonrecourse Debt, such liability satisfaction shall be limited to the Book Value of the assets securing each such liability.

“Tax Basis” means, with respect to any item of Company property, the adjusted basis of such property as determined in accordance with the Code.

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ACTIVE 203377524v.3

“Treasury Regulation” or “Treas. Reg.” means the temporary or final regulation(s) promulgated pursuant to the Code by the U.S. Department of the Treasury, as amended, and any successor regulation(s).

APPENDIX A-4

ACTIVE 203377524v.3

ARTICLE IICAPITAL ACCOUNTS

2.01Maintenance. (a) A Capital Account shall be maintained for each Member in accordance with this Article II.

(b)Each Member’s Capital Account shall from time to time be increased by:

(i)the amount of money contributed by such Member to the Company including the amount of any Company liabilities which the Member assumes (within the meaning of Treas. Reg. Section 1.704-1(b)(2)(iv)(c), but excluding liabilities assumed in connection with the distribution of Company property and excluding increases other changes in such Member’s share of Company liabilities pursuant to Section 752 of the Code);

(ii)the fair market value of property contributed by such Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to pursuant to Section 752 of the Code);

(iii)allocations to such Member of Company Book income and gain (or the amount of any item or items of income or gain included therein);

(iv)upon the revaluation of Company property pursuant to Section 2.02(a), the Book gain (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value as of the date of such revaluation; and

(v)upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 2.02(a), the Book gain (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution.

(c)Each Member’s Capital Account shall from time to time be reduced by:

(i)the amount of money distributed to such Member by the Company (including the amount of such Member’s individual liabilities for which the Company becomes liable but excluding liabilities assumed in connection with the contribution of property to the Company and excluding other changes in such Member’s share of Company liabilities pursuant to Section 752 of the Code);

(ii)the fair market value of property distributed to such Member by the Company(net of any liabilities secured by such property that such Member is considered to assume or take subject to pursuant to Section 752 of the Code);

(iii)allocations to such Member of Company Book loss and deduction (or items thereof);

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ACTIVE 203377524v.3

(iv)upon the revaluation of Company property pursuant to Section 2.02(a), the Book loss (if any) that would have been allocated to such Member is such Company property had been sold at its Adjusted Fair Market Value as of the date of such revaluation; and

(v)upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 2.02(a), the Book loss (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution.

(d)The Company shall make such other adjustments to the Capital Accounts of the Members as are necessary to comply with the provision of Treas. Reg. Section 1.704-1(b) (2) (iv).

2.02Revaluation of Company Property.

(a)Upon the occurrence of a Revaluation Event, all Company property (whether tangible or intangible) shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to the Revaluation Event, and the Capital Accounts of the Members shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(f). If the Company owns property that is an interest in an entity treated as a partnership for federal income tax purposes, such entity shall not itself be subject to a revaluation of its property by reason of a Revaluation Event at the Company level.

(b)Upon the dissolution of the Company or the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution.

2.03Transfers of Interests.

(a)Upon the transfer of a Member’s entire interest in the Company, the Capital Account of such Member shall carry over to the transferee.

(b)Upon the transfer of a portion of a Member’s interest in the Company, the portion of such Member’s Capital Account attributable to the transferred portion shall carry over to the transferee. In the event that the document effecting such transfer specifies the portion of such Member’s Capital Account to be transferred, such portion shall be deemed to be the portion attributable to the transferred portion of such Member’s for purposes of this Section 2.04(b).

ARTICLE IIIALLOCATION OF BOOK INCOME AND LOSS

3.01Book Income and Loss.

(c)The Book income or loss of the Company for purposes of determining allocations to the Capital Accounts of the Members shall be determined in the same manner as the

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ACTIVE 203377524v.3

determination of the Company’s taxable income, except that (i) items that are required by Section 703(a) (1) of the Code to be separately stated shall be included; (ii) items of income that are exempt from inclusion in gross income for federal income tax purposes shall be treated as Book income, and related deductions that are disallowed under Section 265 of the Code shall be treated as Book deductions; (iii) Section 705(a) (2) (B) Expenditures shall be treated as deductions; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for federal income tax purposes by reference to the Tax Basis of an item of Company property shall be determined by reference to the Book Value of such item of property; and (v) the effects of upward and downward revaluations of Company property pursuant to Section 2.02 shall be treated as gain or loss respectively from the sale of such property.

(d)In the event that the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion, or amortization for a period with respect to such property shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property. If the Tax Basis of such property is zero, the Book depreciation, depletion, or amortization with respect to such property shall be computed by using a method consistent with the requirements of the Treas. Reg. Section 1.704-1(b)(2)(iv).

(e)Allocations to the Capital Accounts of the Members shall be based on the Book income or loss of the Company as determined pursuant to this Section 3.01. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.

(f)For purposes of applying Section 5.1 of the Agreement, Book income and gain and Book loss and deduction shall not include items allocated pursuant to Sections 3.02, 3.03, 3.04(a) and 3.04(b) of this Article III, Appendix A.

3.02Allocation of Nonrecourse Deductions. Notwithstanding any other provisions of the Agreement, Nonrecourse Deductions shall be allocated among the Members in accordance with the Members’ Percentage Shares.

3.03Allocation of Member Nonrecourse Deductions. Notwithstanding any other provisions of the Agreement, any item of Member Nonrecourse Deduction with respect to a Member Nonrecourse Debt shall be allocated to the Member or Members who bear the economic risk loss for such Member Nonrecourse Debt in accordance with Treas. Reg. Section 1.704-2(i).

3.04Chargebacks of Income and Gain. Notwithstanding any other provisions of the Agreement:

(a)Company Minimum Gain. In the event that there is a net decrease in Company Minimum Gain for a taxable year of the Company, then before any other allocations are made for such taxable year, each Member shall be allocated items of Book income and gain for such year (and, if necessary, for subsequent years) to the extent required by Treas. Reg. Section 1.704-2(f).

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ACTIVE 203377524v.3

(b)Member Nonrecourse Debt Minimum Gain. In the event that there is a net decrease in Member Nonrecourse Debt Minimum Gain for a taxable year of the Company, then after taking into account allocations pursuant to paragraph (a) immediately preceding, but before any other allocations are made for such taxable year, each Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such year shall be allocated items of Book income and gain for such year (and, if necessary, for subsequent years) to the extent required by Treas. Reg. Section 1.704-2(i) (4).

(c)Application for Waiver. In the event that the Company determines that the application of the provision of Section 3.04(a) or Section 3.04(b) would cause a distortion in the economic arrangement among the Members, the Managing Member may, on behalf of the Company, request a waiver of the application of either or both of such provisions pursuant to Treas. Reg. Section 1.704-2(f) (4) or Treas. Reg. Section 1.704-2(i) (4).

(d)Qualified Income Offset. In the event that any Member unexpectedly receives any Account Reduction Item that results in an Excess Deficit Balance at the end of any taxable year after taking into account all other allocations and adjustments under this Agreement other than allocations under Section 3.04(e), then items of Book income and gain for such year (and, if necessary, for subsequent years) will be reallocated to each such Member in the amount and in the proportions needed to eliminate such Excess Deficit Balance as quickly as possible.

(e)Gross Income Allocation. If, at the end of any taxable year, the Capital Accounts of any Members have Excess Deficit Balances after taking into account all other allocations and adjustments under this Agreement, then items of Book income and gain for such year will be reallocated to such Members in the amount and in the proportions needed to eliminate such Excess Deficit Balances as quickly as possible.

3.05Reallocation to Avoid Excess Deficit Balances. Notwithstanding any other provisions of the Agreement, no Book loss or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Excess Deficit Balance in the Capital Account of such Member. Such Book loss or deduction shall be reallocated away from such Member and to the other Members in accordance with the Agreement, but only to the extent that such reallocation would not cause or increase Excess Deficit Balances in the Capital Accounts of such other Members.

3.06Corrective Allocation. Subject to the provisions of Sections 3.02, 3.03, 3.04, and 3.05, but notwithstanding any other provision of the Agreement, in the event that any Regulatory Allocation is made pursuant to this Appendix for any taxable year, then remaining Book items for such year (and, if necessary, Book items for subsequent years) shall be allocated or reallocated in such amounts and proportions as are appropriate to restore the Adjusted Capital Account Balances of the Members to the position in which such Adjusted Capital Account Balances would have been if such Regulatory Allocation had not been made (taking into account expected future Regulatory Allocations in such determination).

3.07Other Allocations.

APPENDIX A-8

ACTIVE 203377524v.3

(a)If during any taxable year of the Company there is a change in any Member’s interest in the Company, allocations of Book income or loss for such taxable year shall take into account the varying interests of the Members in the Company in a manner consistent with the requirements of Section 706 of the Code.

(b)If and to the extent that any distribution of Section 751 Property to a Member in exchange for property other than Section 751 Property is treated as a sale or exchange of such Section 751 Property by the Company pursuant to Treas. Reg. Section 1.751-1(b) (2), any Book gain or loss attributable to such deemed sale or exchange shall be allocated only to Members other than the distributee Member.

ARTICLE IVALLOCATION OF TAX ITEMS

4.01In General. Except as otherwise provided in this Article IV, all items of income, gain, loss, and deduction shall be allocated among the Members for federal income tax purposes in proportion to the corresponding allocation (if any) for Book purposes pursuant to Section 5.1 or Article III of Appendix A of the Agreement.

4.02Section 704(c) Allocations. In the event that the Book Value of an item of Company property differs from its Tax Basis, allocations of depreciation, depletion, amortization, gain, and loss with respect to such property will be made for federal income tax purposes in a manner that takes account of the variation between the Tax Basis and Book Value of such property in accordance with Section 704(c) (1) (A) of the Code and Treas. Reg. Section 1.704-1(b) (4) (i). The Managing Member shall have discretion to determine the appropriate method for making such allocations

4.03Tax Credit. Tax credits shall be allocated among the Members in accordance with Treas. Reg. Section 1.704-1(b) (4) (ii).

ARTICLE VOTHER TAX MATTERS

5.01Excess Nonrecourse Liabilities. For the purpose of determining the Members’ shares of the Company’s Excess Nonrecourse Liabilities pursuant to Treas. Reg. Sections 1.752-3(a) (3) and 1.707-5(a) (2) (ii), and solely for such purpose, the Company will first allocate Excess Nonrecourse Liabilities to each Member to the extent of, and in proportion to, each Member’s respective Code Section 704(c) gain not otherwise taken into account under Treas. Reg. Section 1.752-3(a)(2). Any remaining Excess Nonrecourse Liabilities will be allocated among the Members in accordance with their respective Percentage Shares.

5.02Exculpatory Liabilities. The Company may (a) treat deductions attributable to Exculpatory Liabilities as deductions that are not Nonrecourse Deductions, and (b) disregard Exculpatory Liabilities in the determination of Company Minimum Gain.

5.03Treatment of Certain Distributions.

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ACTIVE 203377524v.3

(a)In the event that (i) the Company makes a distribution that would (but for this Subsection (a)) be treated as a Nonrecourse Distribution; and (ii) such distribution does not cause or increase a deficit balance in the Capital Account of the Member receiving such distribution as of the end of the Company’s taxable year in which such distribution occurs; then the Company may treat such distribution as not constituting a Nonrecourse Distribution to the extent permitted by Treas. Reg. Section 1.704-2(h)(3).

(b)In the event that (i) the Company makes a distribution that would (but for this Subsection (b)) be treated as a Member Nonrecourse Distribution; and (ii) such distribution does not cause or increase a deficit balance in the Capital Account of the Member receiving such distribution as of the end of the Company’s taxable year in which such distribution occurs; then the Company may treat such distribution as not constituting a Member Nonrecourse Distribution to the extent permitted by Treas. Reg. Section 1.704-2(i)(6).

5.04Reduction of Basis. In the event that a Member’s interest in the Company may be treated in whole or in part as depreciable property for purposes of reducing such Member’s basis in such interest pursuant to Section 1017(b)(3)(C) of the Code, the Company shall, upon the request of such Member, make a corresponding reduction in the basis of its depreciable property with respect to such Member. Such request shall be submitted to the Company in writing, and shall include such information as may be reasonably required in order to effect such reduction in basis.

5.05Partnerships. At the request of any Member, the Company will make, to the extent not already in effect, an election under Section 754 of the Code to the extent permitted thereunder. Any Member that is a partnership (or that is treated as a partnership for federal income tax purposes) shall promptly notify the Company in writing upon any of the following occurrences:

(c)any event, such as a sale or exchange of an interest in such Member, that will result in an adjustment to the basis of the assets of such Member under Section 743(b) of the Code pursuant to an election under Section 754 of the Code;

(d)any event, such as a distribution of cash or other property by such Member, that will result in an adjustment to the basis of such Member’s assets under Section 734(b) of the Code pursuant to an election under Section 754 of the Code; or

(e)any event that will result in the termination of such Member as a partnership pursuant to Section 708(b) (1) (B) of the Code.

* * * * * * * * * * * * * *

APPENDIX A-10

ACTIVE 203377524v.3

SCHEDULE I

PERCENTAGE SHARES AND CAPITAL CONTRIBUTIONS

Member’s Name	Initial Capital Contributions	Percentage Share
RPI Tupelo Vacant, LLC	$357,000.00	51%
David Hocker	$322,000.00	46%
Talmage Hocker	$12,600.00	1.8%
Mark Pulliam	$8,400.00	1.2%

Schedule I

ACTIVE 203377524v.3

SCHEDULE II

AFFILIATED TRANSACTIONS

• The Management Agreement

• The Consulting Agreement

Schedule II

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EX-10.33

EXECUTION VERSION

EXHIBIT 10.33

LIMITED LIABILITY COMPANY AGREEMENT

OF

TUP 430 PARENT, LLC

a Delaware limited liability company

ACTIVE 203377426v.6

TABLE OF CONTENTS

Page

I. ORGANIZATIONAL MATTERS 2

1.1 Formation of Company    2

1.2 Name    2

1.3 Purpose of the Company; Business    2

1.4 Fictitious Business Name Statements; Other Certificates    2

1.5 Principal Place of Business, Office and Agent    3

1.6 Term    3

1.7 Effective Date    3

1.8 Representations of Members    3

1.9 Independent Activities; Radius Restriction    4

II. PERCENTAGE SHARE AND CAPITAL CONTRIBUTIONS 5

2.1 Percentage Share    5

2.2 Initial Capital Contributions    5

2.3 Additional Capital Contributions    5

2.4 Limited Liability    7

2.5 Withdrawal and Return of Capital; Interest on Capital    7

2.6 No Third Party Rights    7

2.7 Withdrawal    7

III. DISTRIBUTIONS 7

3.1 Allocation of Distributions    7

3.2 Timing of Distribution    8

IV. CAPITAL ACCOUNTS AND ACCOUNTING 8

4.1 Capital Accounts    8

4.2 Accounting    8

4.3 Restoration of Negative Balances    8

V. PROFITS AND LOSSES 8

5.1 Book Income or Loss From Operations or Capital Events    8

VI.POWERS, DUTIES AND LIMITATIONS UPON THE MEMBERS 9

6.1 Management    9

6.2 Property Management    11

6.3 Managing Member.    11

6.4 Other Activities    13

6.5 Liability of the Managing Member    13

6.6 Rights of Members    14

i

ACTIVE 203377426v.6

6.7 Tax Matters Partner    14

6.8 Compensation and Reimbursement of the Members; Transactions with Members and Affiliates    15

6.9 Limitations on Liability; Indemnity    15

6.10 Preparation of Proposed Annual Budgets    16

6.11 Capital Plans    17

VII. DISSOLUTION 18

7.1 Dissolution    18

7.2 Winding Up    18

7.3 Final Accounting    19

7.4 Certificate of Cancellation    19

VIII. TRANSFERS OF INTERESTS; NEW MEMBERS 20

8.1 General    20

8.2 Permitted Transfers    20

8.3 Right of First Refusal on Hocker Interests    21

8.4 Tag Along    23

8.5 Intentionally Omitted    24

8.6 Intentionally Omitted    24

8.7 Call Option    24

8.8 Put Option    27

8.9 Forced Sale    28

8.10 Forced Sale Recipient Purchase    30

8.11 Corresponding Elections; Companion Agreements    31

8.12 Assignees    32

8.13 Substituted Members    32

8.14 Distributions in Respect of Transferred Interests    32

IX. CONFIDENTIALITY 32

9.1 Proprietary Information    32

9.2 Members’ Covenants    33

9.3 Rights    33

X. AMENDMENTS TO THE AGREEMENT 33

XI. DEFINITIONS 33

XII. MISCELLANEOUS 44

12.1 Notices    44

12.2 Waiver    45

12.3 Arbitration    45

12.4 Entire Agreement    45

12.5 Governing Law    45

12.6 Binding Nature    45

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12.7 Invalidity    45

12.8 Counterparts    45

12.9 Headings    46

12.10 Terminology    46

iii

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LIST OF EXHIBITS

EXHIBIT A    Description of Subsidiary

EXHIBIT B    Description of Property

EXHIBIT C    2014 Annual Budget

EXHIBIT D    Form of Tax Protection Agreement

EXHIBIT E    2-Year Capital Plan

EXHIBIT F    5-Year Capital Plan

APPENDIX A    Tax Matters

SCHEDULE I    Initial Capital Contributions and Percentage Shares

SCHEDULE II    Affiliate Agreements

List of Exhibits

ACTIVE 203377426v.6

LIMITED LIABILITY COMPANY AGREEMENT

OF

TUP 430 PARENT, LLC

a Delaware liability company

This LIMITED LIABILITY COMPANY AGREEMENT of TUP 430 PARENT, LLC, a Delaware limited liability company, is made and entered into effective as of August 29, 2014 by and among RPI Tupelo 430 Crossing, LLC (“Rouse”), TUP 430 Partners, Inc. (the “Corp”, and together with Rouse, the “Rouse Members”) and David E. Hocker, an individual (“Hocker;” and together with the Rouse Members, collectively, the “Members” and each, individually, a “Member”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context shall have the meanings set forth or cross-referenced in Article XI, “Definitions,” and in Appendix A, of this Agreement.

WHEREAS, the Company was formed on August 25, 2014 by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware (the “Certificate of Formation”) for the purposes of acquiring and owning, a direct and/or indirect interest in, and developing, financing, managing, operating, improving, leasing and disposing of, the Property and the buildings and improvements now or hereafter located thereon.

WHEREAS, prior to the formation of the Company, Hocker, the Corp and certain other Persons controlled by Robert F. Coffin (“Coffin”) formed TUP 430 Company, LLC, a Kentucky limited liability company (“Predecessor LLC” or the “Sole Member”) and Predecessor LLC owned the Property (as defined below).

WHEREAS, pursuant to that certain Purchase and Sale Agreement by and among R.F. Coffin Ventures, Inc., an Ohio corporation, Coffin Limited Partnership, an Ohio limited partnership, Coffin Enterprises Limited Partnership, an Ohio limited partnership, Robert F. Coffin, as Trustee of RFC Trust #2 dated April 27, 2004 for the benefit of Robert F. Coffin, as amended, MCC 430, LLC, an Ohio limited liability company, David E. Hocker, RPI Tupelo Mall, LLC, a Delaware limited liability company, RPI Tupelo Vacant, LLC, a Delaware limited liability company, RPI Tupelo Vacant II LLC, a Delaware limited liability company and RPI Tupelo 430 Crossing, LLC, a Delaware limited liability company, dated as of August 29, 2014 (the “Purchase and Sale Agreement”), Coffin sold all of his direct and indirect interests in the Predecessor Partnership, including 50% of the shares of Corp, to Rouse and Hocker sold a portion of his direct and indirect interests in the Predecessor Partnership, including 50% of the shares of Corp, to Rouse.

WHEREAS, in accordance with that certain Joint Agreement and Plan of Merger and Inducement Agreement, dated as of August 29, 2014 (“Agreement of Merger”), Predecessor Partnership was merged into and with TUP 430 Company, LLC, a Delaware limited liability company (“Property Owner”) with the Property Owner being the surviving entity.

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WHEREAS, in accordance with that certain Contribution and Exchange Agreement dated as of August 29, 2014 (the “Contribution Agreement”), the Members contributed to the Company all of their respective membership interests in Property Owner, and in exchange therefor, the Company issued to each of the Members, a corresponding membership interest in the Company.

WHEREAS, the Members desire to operate the Company for the purposes and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and subject to the terms and conditions of this Agreement, the Members do hereby agree as follows:

I.ORGANIZATIONAL MATTERS

1.1Formation of Company. The Company was formed and will be operated as a limited liability company pursuant to the provisions of the Act and this Agreement. Subject to Section 6.3.1(vii) the Managing Member shall have the right to cause the execution, delivery and filing of, any necessary or advisable amendments or restatements to the Certificate of Formation, and any other certificates, notices, statements or other instruments (and any amendments or statements thereof) necessary or advisable for the operation of the Company in all jurisdictions where the Company may elect to do business, provided that such instruments shall not amend the substantive rights of the parties to this Agreement.

1.2Name. The name of the Company shall be TUP 430 Parent, LLC.

1.3Purpose of the Company; Business. The purpose of the Company shall be:

(a)to directly or indirectly (through the Subsidiary described in Exhibit A attached hereto) acquire, hold and own the retail asset(s) and related structures and improvements described in Exhibit B attached hereto and any other real property acquired in accordance with the terms hereof (the “Property”);

(b)to own, directly or indirectly, the Subsidiary described in Exhibit A;

(c)to directly or indirectly own, ground lease, develop, operate, manage, mortgage, lease or sell the Company Assets;

(d)to directly or indirectly borrow money and in connection therewith, to mortgage, encumber, pledge, hypothecate, or subject to a deed of trust each of the Company Assets;

(e)to engage in activities necessary, incidental or convenient to any of the foregoing; and

(f)to exercise all powers enumerated in the Act.

2

ACTIVE 203377426v.6

1.4Fictitious Business Name Statements; Other Certificates. The Managing Member shall, from time to time, file such fictitious or trade name statements or certificates in such jurisdictions and offices as it considers necessary or appropriate. The Company may do business under any other fictitious business name deemed desirable by the Managing Member; provided that the Managing Member shall notify Hocker of any such fictitious business name. The Managing Member shall also, from time to time, file such certificates of amendment, certificates of cancellation, or other certificates as may be required under the Act to establish and continue the Company as a limited liability company and to authorize the Company to conduct business as a foreign limited liability company in any jurisdiction in which the Company is doing business and to protect the limited liability of the Managing Member as contemplated by the Act.

1.5Principal Place of Business, Office and Agent.

The principal place of business of the Company and office where the records of the Company shall be kept shall be located at the offices of the Rouse Members, c/o Rouse Properties, Inc., 1114 Avenue of the Americas, Suite 2800, New York, NY 10036-7703, or at such other location as shall be specified upon prior notice to Hocker from time to time by the Managing Member. The address of the registered office of the Company in the State of Delaware and the agent for service of process on the Company in the State of Delaware shall be c/o Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808, Attn: Aurora Herrera.

1.6Term. The term of the Company began upon the filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless sooner terminated as provided in this Agreement or pursuant to the Act.

1.7Effective Date. This Agreement shall be effective from and after the date first above written (the “Effective Date”).

1.8Representations of Members.

(a)Authority. Each of the Members hereby represents and warrants for the benefit of the Company and each other Member that: (a) it has full power, authority and/or capacity, as the case may be, to enter into this Agreement and perform its obligations hereunder; (b) all transactions and other agreements, instruments and documents contemplated by this Agreement to be performed or executed by it have been duly authorized by all necessary action of its members, partners or directors and stockholders (as the case may be), if and as required; (c) the consummation of such transactions will not result in a material breach or violation of, or a material default under, any charter, bylaws, codes of regulation, articles of organization, operating agreement, partnership agreement, or any other agreement by which it is governed or by which it or any of its properties is bound or any statute, regulation, order or other law to which it is subject; and (d) this Agreement and all other agreements, instruments and documents herein provided to be executed are binding and enforceable on its part in accordance with the terms hereof and thereof.

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(b)Securities Exemption. Each Member further warrants and represents to the Company and each other Member that such Member (i) understands and acknowledges that the interests in the Company have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction; (ii) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act); (iii) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of investing in the Company; (iv) is able to bear the economic risk of an investment in the interests in the Company for an indefinite period, including the risk of a complete loss of any such investment; and (v) holds or is acquiring the interests in the Company for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof.

(c)Additional Representations. Each Member hereby represents and warrants to the Company and each other Member and acknowledges that: (i) it is, and shall continue to be, in compliance with all laws relating to anti-money laundering, anti terrorism, trade embargoes and economic sanctions now or hereafter in effect, including, without limitation, Executive Order 13224, “Blocking Property Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism,” 66 Fed. Reg. 49079 (Sept. 23, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 or any enabling legislation or executive order relating hereto (collectively, the “AT/AML Laws”); (ii) it is not directly owned or controlled, nor to its actual knowledge, is it indirectly owned or controlled, in whole or in part, by a Blocked Person; and (iii) to its actual knowledge, it has not, does not, and will not, conduct any business with a Blocked Person or otherwise engage in any transaction relating to any property, or interests in property, blocked by any AT/AML Law. “Blocked Person” means any Person now or hereafter listed by the United States Treasury Department’s Office of Foreign Assets Control on the so-called “Specially Designated Nationals and Blocked Persons” list or any other list now or hereafter maintained by such Office pursuant to any requirements of law.

1.9Independent Activities; Radius Restriction.

(a)General Scope of Independent Activities. Subject to Section 1.9(d), the Members hereby expressly acknowledge that each of their respective Affiliates is involved in transactions, investments and business ventures and undertakings of every nature, which include, without limitation, activities which are not associated in any manner with real estate, as well as the ownership, construction, development, management, marketing, sale and operation of real property and improvements of every type and nature thereon (all such investments and activities being referred to hereinafter collectively as the “Independent Activities” and individually as an “Independent Activity”).

(b)Waiver of Rights with Respect to Independent Activities. Subject to Section 1.9(d), nothing in this Agreement shall be construed to: (i) prohibit any Affiliate of a

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Member from continuing, acquiring, owning or otherwise participating in any Independent Activity that is not owned or operated by the Company or any Subsidiary, even if such Independent Activity is not on or with respect to any of the Property and may be in competition with the Company or any Subsidiary; or (ii) require any Member or its Affiliates to allow the Company or any Subsidiary or the other Members to participate in the ownership or profits of any such Independent Activity. To the extent any Member would have any rights or claims arising under this Agreement or out of such Member’s status as such against the other Member as a result of the Independent Activities of any other Member or its Affiliates, whether arising by statute, common law or in equity, the same are hereby waived.

(c)Limitation on Company Opportunities. Each Member hereby represents and warrants to each other Member that such Member has not been offered, as an inducement to enter into this Agreement, the opportunity to participate with any other Member or any Affiliate of such other Member in the ownership or profits of any Independent Activity of any kind whatsoever of such Member or its Affiliates other than as expressly set forth herein or in the Affiliate Agreement. The Members expressly acknowledge that the opportunities of the Company shall be limited to the Company Assets and shall not extend to any other property, investment or activity, other than as expressly set forth herein.

(d)Radius Restriction; Right of First Opportunity. Each of the Rouse Members and Hocker (on behalf of themselves and their respective Affilliates and their permitted successors and assigns hereunder) agree that for so long as such Member is a member of the Company and for a period thereafter of eighteen (18) months after such Member’s withdrawal from, or the dissolution of, the Company, that such Member will not invest in or develop a shopping center within sixty (60) miles of the Property (a “Competing Property”), without providing the other Member the right of first opportunity to invest in the Competing Property on the same terms and conditions as such Member proposes to invest in the Competing Property. If the other Member exercises such right then the investment in the Competing Property shall be in proportion to the same percentage interests that the Members hold in the Company at the time of such proposed investment in the Competing Property.

(e)Acknowledgment of Reasonableness. Each Member hereby expressly acknowledges, represents and warrants that (i) it is a sophisticated investor, (ii) it understands the terms, conditions and waivers set forth in this Section 1.9 and (iii) the provisions of this Section 1.9 are reasonable, taking into account the relative sophistication and bargaining position of the Members.

II.PERCENTAGE SHARE AND CAPITAL CONTRIBUTIONS

2.1Percentage Share. Subject to adjustment as provided in Section 2.3(b) below, each Member’s (i) name, (ii) Initial Capital Contributions, and (iii) Percentage Share are set forth in Schedule I attached hereto and made a part hereof.

2.2Initial Capital Contributions. It is acknowledged and agreed that, on or prior to the date hereof, the Members have funded or been deemed to have funded the aggregate amounts set forth on Schedule I as the Initial Capital Contributions of each Member, it being

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acknowledged and agreed that such Initial Capital Contributions include such Member’s pro rata share of the costs and expenses incurred by the Property Owner in connection with the Acquisition Financing.

2.3Additional Capital Contributions. In addition to the Initial Capital Contributions described in Section 2.2 above, the Members shall make Additional Capital Contributions to the Company as follows:

(a)Capital Calls. The Managing Member shall maintain records of each Member’s Capital Account. Upon a determination by the Managing Member in accordance with this Agreement that additional capital is required to fund (or in the event of any Non-Controllable Expenditures or Emergency Expenditure, if applicable, reimburse the Managing Member for) any Capital Call Expenditure, the Managing Member shall promptly give a notice (“Capital Call”) to the Members of the amount needed, and each Member shall remit good funds to the Company in proportion with its Percentage Share by the later of (i) ten (10) Business Days after receiving the Capital Call, or (ii) the date specified in the Capital Call. All capital contributed by a Member in excess of its Initial Capital Contributions shall be deemed an “Additional Capital Contribution” and shall be credited to each Member’s Capital Account.

(b)Failure to Make Additional Capital Contributions. If Hocker (a “Non-Contributing Member”) fails to timely contribute some or all of the funds requested in a Capital Call (the “Failed Contribution”), then the Managing Member may in its sole discretion, elect one of the following options by written notice to the Non‑Contributing Member (if such Non‑Contributing Member shall fail to fund its required Additional Capital Contribution within five (5) Business Days after receipt of such notice):

(i)The Managing Member may elect to rescind the Capital Call. Upon such election, any Additional Capital Contribution made by any Member in connection with the Capital Call shall be refunded to such Member (including the Managing Member). Upon such election, Managing Member shall be deemed to have elected to cancel the request for such Additional Capital Contribution. No Member shall thereafter have any continuing obligation to fund any Additional Capital Contribution covered by the cancelled Capital Call unless and until Managing Member makes a new Capital Call, which may list some or all of the items covered by the cancelled Capital Call.

(ii)The Managing Member may elect to cause the Rouse Members to fund their Percentage Share as an Additional Capital Contribution and in addition, to lend the Failed Contribution to the Non‑Contributing Member by delivering an amount equal to the Failed Contribution directly to the Company. The amount equal to the Failed Contribution shall be treated as a loan (a “Member Loan”) by the Rouse Members to the Non‑Contributing Member and an Additional Capital Contribution from the Non‑Contributing Member to the Company. Such Member Loan shall bear interest at a rate of eight percent (8%) per annum (computed on the basis of a 360 day year and actual days elapsed), compounded monthly to the extent not paid on or before the last day of each calendar month. Any Member Loan (to the extent of unpaid principal and interest) shall be recourse only to the Non‑Contributing Member’s Interest in the Company and shall be paid by the Company on behalf of the Non‑Contributing

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Member to the Rouse Members in accordance with Section 3.1 hereof. Any such payment shall be treated for purposes of Sections 5.1 and 5.2 as having been distributed to the Non‑Contributing Member. The Non‑Contributing Member does hereby irrevocably appoint Managing Member, and any of its agents, officers or employees, as its attorneys-in-fact for the limited purpose of preparing and executing any documents, instruments and agreements (including any note) evidencing the Member Loan.

(c)Guarantees. Rouse Properties, LP (“Rouse LP”) has entered into certain guarantees in connection with the Acquisition Financing. In consideration therefor, on the date hereof, David Hocker and Rouse LP shall enter into that certain Indemnity and Contribution Agreement.

2.4Limited Liability. Except upon the express written agreement of each Member adversely affected thereby, no Member (including the Managing Member) shall be personally liable for the debts, liabilities, contracts or other obligations of the Company, whether arising in tort, contract or otherwise, solely by reason of being such Member (or Managing Member).

2.5Withdrawal and Return of Capital; Interest on Capital. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw any of its Capital Contributions or be entitled to receive any interest on its Capital Contributions.

2.6No Third Party Rights. Nothing contained in any provision of this Agreement, shall be construed to create any rights or benefits in any Person, other than the Members, and their respective legal representatives and permitted transferees, successors and assigns, subject to the limitations on Transfer contained in Article VIII hereof.

2.7Withdrawal. Except as specifically provided in Article VIII hereof, no Member may voluntarily or involuntarily withdraw from the Company or terminate its Interest therein without the prior written consent of the Managing Member. Any Member who withdraws from the Company in breach of this Section 2.7:

(d)shall be treated as a transferee of a Member’s Interest, as provided in the Act;

(e)shall have no right to participate in the business and affairs of the Company or to exercise any rights of a Member under this Agreement or the Act; and

(f)shall not be released from any obligation to the Company or the other Members under this Agreement.

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III.DISTRIBUTIONS

3.1Allocation of Distributions. Distributions of Net Cash Flow (“Distributions”) shall be made to the Members, as and when determined by the Managing Member subject to Section 3.2, as follows:

(g)50.99% (or the aggregate Percentage Shares of the Rouse Members at the time of the Distribution) of each Distribution shall be distributed to the Rouse Members in proportion to their Percentage Shares.

(h)49.01% (or the Percentage Share of Hocker at the time of the Distribution) of each Distribution (the “Hocker Distribution Share”) shall be distributed to Hocker. Provided, that the amount of the Hocker Distribution Share shall be paid (i) first, to the Rouse Members to the extent of any Losses for which the Rouse Members have been determined by a final judgment or arbitral award to be entitled to indemnification under the Agreement of Merger; (ii) second, to the Rouse Members to the extent of (A) accrued but unpaid interest on any Member Loan; and (B) any unpaid principal on such Member Loan; and (iii) third, the balance, if any, to Hocker. Further provided, that payments to the Rouse Members on Member Loans under clause (ii) shall be made only to the extent that such payments do not reduce the actual distributions of Net Cash from Operations to Hocker under this Section 3.1(b) to less than 50% of the Hocker Unadjusted Distributions Amount. Further provided, that the preceding sentence shall not apply to Distributions of Net Cash from Refinancings or Distributions of Net Cash from Sales. Any amounts paid to the Rouse Members under clause (i) or clause (ii) shall be treated for all purposes as having been distributed to Hocker and then paid by Hocker to the Rouse Members.

3.2Timing of Distribution. Net Cash From Operations shall be distributed at such times as are reasonably determined by the Managing Member, but not less frequently than quarterly (each a “Distribution Period”). Net Cash From Refinancings and Net Cash From Sales shall be distributed within ten (10) Business Days after the receipt thereof.

IV.CAPITAL ACCOUNTS AND ACCOUNTING

4.1Capital Accounts. Capital Accounts shall be maintained for each Member in accordance with Article II of Appendix A which is attached hereto and made a part of this Agreement.

4.2Accounting.

(a)The Company shall keep its books on the accrual basis and in accordance with accounting principles consistent with those employed for determining the Company’s income for federal income tax purposes, or consistent with generally accepted accounting principles (GAAP), as may be selected by the Managing Member, except as otherwise provided in this Agreement.

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(b)The taxable year of the Company shall be the year ending December 31^st (except as otherwise required by Section 706 of the Code). The “Fiscal Year” of the Company shall be the same as its taxable year.

4.3Restoration of Negative Balances. No Member with a deficit balance in its Capital Account shall have any obligation, under any circumstances to the Company, to any other Member or to any third party to restore or repay said deficit balance.

V.PROFITS AND LOSSES

5.1Book Income or Loss From Operations or Capital Events. Subject to the provisions of Article III of Appendix A, all items of Book income, gain, loss or deduction included in Book Income or Loss From Operations and Book Income or Loss From Capital Events shall be allocated among the Members so as to make the Partially Adjusted Capital Account of each Member equal to such Member’s Target Balance, to the extent possible.

VI.POWERS, DUTIES AND LIMITATIONS UPON THE MEMBERS

6.1Management.

(a)Subject to the limitations set forth in Sections 6.2 and 6.3, and except as otherwise expressly provided herein to the contrary, the Members hereby appoint Rouse as the initial “Managing Member” of the Company, and, except as set forth in Sections 6.2 and 6.3 and elsewhere in this Agreement, the Managing Member shall have the exclusive right, power, authority and duty to manage the business and affairs of the Company and its Subsidiaries in accordance with the Approved Budget and otherwise in accordance with the provisions of this Agreement, the Act and all other applicable laws, rules and regulations. Each Subsidiary will be managed by the Company (and therefore by the Managing Member, as set forth in Section 6.3). Except as to Major Decisions and as otherwise set forth in this Agreement, no Member other than the Managing Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company or of any Subsidiary. The Managing Member’s authority, duties and responsibilities hereunder shall include the following (subject in all respects to the Approved Budget and all other provisions of this Agreement, including without limitation Sections 6.2 and 6.3, and the receipt of any approvals for decisions which are Major Decisions):

(i)collecting and depositing all rents and other funds received by the Company or a Subsidiary. If the Company or Subsidiary enters into a management agreement that is an Affiliate Agreement, all funds collected on behalf of the Company or the Subsidiary by the Affiliate shall be deposited in a bank account in the name of the Affiliate maintained by the Affiliate for use as a segregated depository for the Property managed by the Affiliate, and any interest earned on such deposits shall be allocated only for the benefit of the Company;

(ii)maintaining capital accounts and other books of account in accordance with Sections 4.1 and 4.2 and, upon receiving reasonable notice, making the same available for inspection, copying and audit (such copying and auditing to be at the requesting

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Member’s expense) at any reasonable time during regular business hours by any Member or its Authorized Representative;

(iii)arranging for the preparation of all necessary federal, state and local income tax returns on behalf of the Company and any Subsidiary, and arranging for the preparation and filing of all other tax forms required to be filed by the Company and any Subsidiary;

(iv)causing to be filed such certificates and doing such other acts as may be required by law to qualify and maintain the Company and any Subsidiary in Delaware as a limited liability company and maintaining current fictitious or trade name registrations in such jurisdiction;

(v)obtaining and maintaining all risk, public liability, workmen’s compensation, fidelity, forgery and other insurance, if any, as may be available and as may be necessary or appropriate for the Company and/or any Subsidiary;

(vi)paying all bills and expenses incurred in operating the Company and the Company Assets in accordance with the Approved Budget, the Capital Plans or otherwise to the extent Hocker’s approval is not required under Section 6.3.1(ii);

(vii)preparing, and circulating to Hocker, the Proposed Annual Budgets for approval pursuant to Section 6.10;

(viii)entering into, amending and terminating leases with tenants of the Property on terms that are within parameters established in the approved Annual Budget or otherwise on commercially reasonable terms as may be reasonably determined by the Managing Member, provided that Hocker shall have the right to review (but not approve) letters of intent for leases and lease amendments (“LOIs”) as well as final lease drafts for conformity with the LOIs;

(ix)supervising the Management Company;

(x)engaging nationally or regionally recognized consultants, architects, engineers, attorneys, accountants and other professionals in connection with the operation, maintenance or repair of the Property;

(xi)taking any and all actions in accordance with the Approved Budget and the Capital Plans which it deems necessary or advisable in connection with the business of the Company and/or its Subsidiaries, including, without limitation, entering into any contract, agreement, undertaking or transaction;

(xii)in accordance with the Approved Budget and the Capital Plans, contracting with or terminating contracts with such contractors, suppliers, architects, engineers, agents, managers, accountants, attorneys, consultants and other Persons as it deems necessary or appropriate to carry out the business and affairs of the Company and/or any Subsidiary, and

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paying such fees, expenses and other compensation to any such Person or entity as it shall deem appropriate and as is contemplated under the Approved Budget and the Capital Plans;

(xiii)paying any and all fees and operating expenses and making any and all expenditures, in each case in accordance with the Approved Budget and the Capital Plans, which it deems necessary or appropriate in connection with the organization of the Company and/or any Subsidiary, the management of the affairs of the Company and/or any Subsidiary and the carrying out of its obligations and responsibilities under this Agreement;

(xiv)instituting, defending, adjusting, settling or otherwise compromising any actual or threatened claim, lawsuit, administrative proceeding, judgment, litigation, arbitration, mediation or other proceeding;

(xv)making or revoking any reasonable tax elections, tax accounting or financial accounting elections or other decisions with respect to the Company and any Subsidiary;

(xvi)communicating with any lender, as appropriate, on behalf of the Company and/or any Subsidiary;

(xvii)advance funds necessary for the payment of Non-Controllable Expenditures or to make Emergency Expenditures, for which such advances Managing Member shall be reimbursed in accordance with Section 2.3(a); and

(xviii)executing and delivering, in the name and on behalf of the Company and/or any Subsidiary, any documents and instruments contemplated to be executed and delivered hereunder pursuant to its authority as Managing Member.

(b)Subject in all respects to Major Decisions and the other provisions of this Agreement, in addition to the functions to be performed by the Managing Member pursuant to Section 6.1(a), the Managing Member shall also perform administrative and ministerial functions, such as the selection of depositories and banking institutions, the giving of notices and similar acts and deeds.

(c)All Affiliate Agreements shall be conducted on an arm’s length basis on terms at least as favorable as those provided to an unrelated third party. The fees and agreements described on Schedule IV attached hereto are hereby approved.

(d)Rouse (and its permitted assignees) shall have the right, in its sole discretion, to assign its rights as Managing Member to any Affiliate of Rouse that is (or becomes) a Member, provided that such assignee assumes in writing Managing Member’s obligations in such capacity as the Managing Member.

6.2Property Management. The Members hereby acknowledge and agree that the Property shall be managed and leased by the Management Company as more particularly set forth in the Management Agreement. Additionally, the Management Company and Hocker shall

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enter into the Consulting Agreement which shall remain in effect until the earlier to occur of (a) the third (3rd) anniversary of the Effective Date and (b) a Hocker Termination Date.

6.3Managing Member.

6.3.2Major Decisions. All Major Decisions shall be made upon the recommendation of the Managing Member and shall require the approval of Hocker, which approval, except as otherwise expressly set forth with respect to such Major Decision, shall not be unreasonably withheld, conditioned or delayed. Hocker shall appoint an individual to act as its Authorized Representative for all purposes, including the granting of approval. Hocker hereby appoints David E. Hocker as its initial Authorized Representative, and may at any time, upon prior written notice to the Managing Member, appoint Scott D. Hornaday as a successor Authorized Representative. Except as provided in the preceding sentence, Hocker shall not replace its Authorized Representative without the prior written consent of the Managing Member. Major Decisions (“Major Decisions”) shall be comprised exclusively of the following:

(i) subject to the terms set forth in Article VIII hereof, entering into an agreement or option to sell, transfer, assign or otherwise dispose of all or any part of the Property, the Company Assets and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business), or entering into any amendment, renegotiation, modification, supplement or extension of any agreement or option to sell, transfer, assign or otherwise dispose of all or any portion of any Company Asset and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business);

(ii)approving capital expenditures in excess of $500,000 in any Fiscal Year which are not expressly reflected in the Capital Plan by a specific line item or other specific designation, other than Emergency Expenditures and/or Non-Controllable Expenditures which may be incurred without the approval of Hocker;

(iii)refinancing any existing mortgage or creating or incurring any indebtedness, encumbrance, lien, security interest or charge of any kind on any Company Assets, or any assets of any Subsidiary; provided, that the Managing Member may, without the approval of Hocker, cause the Company or any Subsidiary to enter into a Qualified Refinancing; and provided, further, trade payables incurred in accordance with the Approved Budget that remain outstanding for not more than one-hundred and eighty (180) days shall not require the approval of Hocker, and the Managing Member may, without the approval of Hocker, cause the Company or any Subsidiary to incur indebtedness on commercially reasonable terms in the ordinary course of business in an amount not to exceed $150,000 (increased annually based on the percentage increase in the CPI Index over the prior year) in any Fiscal Year;

(iv)causing the Company and/or any Subsidiary to file or consent to or acquiesce in any petition with respect to the Company and/or any Subsidiary under any chapter of Title 11 of the United States Bankruptcy Code or any similar law or regulation, seeking the appointment of a custodian, receiver or trustee of any of the Company Assets and/or any Subsidiary’s assets, making an assignment for the benefit of creditors, or admitting on behalf of

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the Company and/or any Subsidiary that the Company and/or any Subsidiary is insolvent or unable to pay its or their debts as they come due; Hocker’s approval with respect to this clause (iv)may be granted or withheld in its sole discretion;

(v)approving or disapproving a creditors’ plan, the filing of an involuntary petition of bankruptcy or the dismissal or discharge of a claim of bankruptcy in connection with bankruptcy proceedings involving any Person contracting with the Company and/or any Subsidiary; Hocker’s approval with respect to this clause (v) may be granted or withheld in its sole discretion;

(vi)except as expressly provided or permitted in this Agreement, (a) admitting any Person as a Member of the Company, or admitting any Person as partner, member, shareholder, trustee, or beneficiary of any Subsidiary, as applicable, (b) issuing or selling any interests in the Company and/or in any Subsidiary, or (c) causing or permitting a Transfer of Interest in the Company and/or the interests in any Subsidiary; and

(vii)amending this Agreement or the Certificate in any material respect.

6.3.3Whenever the consent of Hocker is required pursuant to thisSection 6.3, such consent shall be deemed to have been given by Hocker if it shall not have responded to the Managing Member on or before 5:00 p.m., New York time, on the date that is ten (10) Business Days following the delivery of a Major Decision Request (the “Response Deadline”), provided the Managing Member shall have delivered to Hocker a written request for approval of such Major Decision, accompanied by sufficient information with respect to the Major Decision in question to enable Hocker to make an informed judgment with respect to such Major Decision (a “Major Decision Request”).

6.3.4Disagreement on Major Decisions. Notwithstanding anything herein to the contrary, if Hocker withholds, conditions or delays its consent in good faith with respect to any Major Decision (a “Major Decision Impasse”), then, Managing Member may submit the dispute to binding arbitration under Section 12.3 and if the Managing Member is successful in such arbitration may take the action sought with respect to such Major Decision.

6.3.5Compliance Actions; Emergency Actions. Notwithstanding anything to the contrary herein, including provisions hereof limiting the authority of the Managing Member or requiring the approval of Hocker, the Managing Member shall have the right, without the consent of Hocker, to take (i) Emergency Actions and (ii) all actions ("Compliance Actions") reasonably necessary to prevent or cure a breach or violation of or a default under (x) legal requirements applicable to the Company or any Subsidiary or any of their respective assets, (y) the requirements of the Acquisition Financing or any refinancing thereof,or (z) any other material contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective assets are bound. In the event that the Managing Member concludes that a Compliance Action or Emergency Action must be taken that would otherwise be prohibited under this Agreement, the Managing Member shall, to the extent practicable, give written notice to Hocker that it proposes to take such Compliance Action or

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Emergency Action and, in any event, shall inform Hocker that such Compliance Action or Emergency Action has been taken.

6.3.6Quarterly Reports; Tax Information. The Managing Member shall prepare and provide to each Member on a quarterly basis, for informational purposes only, an unaudited income statement and balance sheet in the Rouse Member’s standard format, an investor package including, leasing status reports, capital expenditure summaries and rent rolls for the Property. The Managing Member shall also provide to each Member, on an annual basis, and financial statements for the Company and its Subsidiaries.

6.4Other Activities. No Member shall be required to devote its entire time or attention to the business of the Company and, except as set forth in Section 1.9(b), no Affiliate of a Member shall be restricted in any manner from participating in other businesses or activities, despite the fact that the same may be competitive with the business of the Company.

6.5Liability of the Managing Member.

(a)Except as otherwise specifically provided herein or under the Act, neither the Managing Member nor its Affiliates, nor any agent, representative, director, officer or employee of any of them, shall be liable, responsible or accountable in damages or otherwise to the Company or to any Member for any act or omission performed or omitted on behalf of the Company in good faith. In exercising its right hereunder, Managing Member shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data provided by any attorney, accountant or other professional engaged in connection with the Company and/or Property.

(b)Notwithstanding anything to the contrary in this Agreement, to the extent that, at law or in equity, the Managing Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or any Subsidiary, any Member, any Affiliate of any Member or any other Person, the Managing Member, acting under this Agreement, shall not be liable to the Company, any Subsidiary, any Member, any Affiliate of any Member or any other Person, for a breach of fiduciary duty for its good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liability of the Managing Member otherwise existing at law or in equity, are agreed by each Member to replace such other duties and liabilities of the Managing Member.

(c)Except as otherwise specifically provided herein or under the Act, the Managing Member shall not be personally liable for the return or payment of all or any portion of the Capital Contributions of or distributions to any Member (or any successor, assignee or transferee thereof), it being expressly agreed that any such return of Capital Contributions or distributions pursuant to this Agreement shall be made solely from the assets of the Company (which assets shall not include any right of contribution from the Managing Member).

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6.6Rights of Members.

(a)Except as specifically set forth herein, no Member shall (i) be permitted to take part in the management, control or conduct of the business or affairs of the Company or its Subsidiaries; (ii) have the right to vote on any matters; or (iii) have the authority or power in its capacity as a Member to act as agent for or on behalf of the Company, its Subsidiaries, or any other Member, to do any act which would be binding on the Company, its Subsidiaries, or any other Member, or to incur any expenditures or indebtedness on behalf of or with respect to the Company, its Subsidiaries or any other Member.

(b)Upon the written request of any Member, Managing Member shall provide to such Member (i) a current list of the full name and last known address of each Member; (ii) a copy of the Certificate of Formation; (iii) executed copies of any powers of attorney pursuant to the Certificate of Formation and/or this Agreement and/or any amendments to the Certificate of Formation or to this Agreement; (iv) copies of the Company’s or any Subsidiary’s federal, state and local income tax returns; (v) the Organizational Documents of the Company and its Subsidiaries; (vi) copies of any financial statements of the Company and any Subsidiary; and (vii) any other documents reasonably requested by such Member or otherwise required by law. Each Member shall be entitled, at all times during reasonable business hours, to inspect and copy (or to be provided with electronic versions of) the books and records of the Company and its Subsidiaries, including without limitation, any of the foregoing documents.

6.7Tax Matters Partner.

The Managing Member shall be the Company’s Tax Matters Partner (“TMP”) pursuant to Section 6231(a)(7) of the Code and corresponding provisions of state and local law. The TMP shall not participate in any material tax controversy or take or refuse to take any material action in connection therewith without the consent of Hocker, which shall not be unreasonably withheld, conditioned or delayed. The TMP shall be the liaison between the Company and the Internal Revenue Service and shall be the coordinator of the Company’s actions pursuant to any tax audit of the Company or any Subsidiary. The TMP shall have the duties specifically delegated to a “tax matters partner” under the Code and applicable Treasury Regulations (as well as such other duties as may from time to time be delegated to it by the Members).

6.8Compensation and Reimbursement of the Members; Transactions with Members and Affiliates.

(a)No Person described in clause (y) of the definition of “Affiliate Agreement” shall receive any compensation for services rendered to the Company and/or its Subsidiaries except pursuant to an Affiliate Agreement. All Affiliate Agreements shall be in writing.

(b)Upon submitting reasonable written documentation evidencing proof of payment, the Members (including the Managing Member) shall be entitled, in addition to all other distributions and reimbursements to which they may otherwise be entitled hereunder by reason of their Percentage Shares, to reimbursement for all Company Expenses approved by the

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Managing Member, which approval shall not be unreasonably withheld or delayed, and paid by the Members on behalf of the Company or the Subsidiary.

(c)Amounts paid by the Company or a Subsidiary pursuant to an Affiliate Agreement shall be treated for all purposes as amounts paid to non-Members and any amounts so received by any Member or Affiliate shall belong to it and not to the Company or the Subsidiary.

6.9Limitations on Liability; Indemnity. No Member shall be liable to the Company or any other Member for actions taken in good faith by such Member and within the scope of the authority conferred on such Member herein in connection with the Company and/or any Subsidiary; provided that a Member shall in all instances remain liable for acts that a court of competent jurisdiction, upon entry of a final judgment, shall find to constitute gross negligence, willful misconduct or fraud (collectively, “Bad Acts”). The Member committing the Bad Acts (the “Breaching Member”) agrees to indemnify, defend and hold harmless the other Member from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Company, any Subsidiary or any other Member arising out of any claim based upon the Breaching Member’s Bad Acts, except with respect to any other Member, to the extent that such Member may have materially contributed to any Bad Acts committed by the Breaching Member. No Member shall be indemnified hereunder if it has benefited directly or indirectly from the Breaching Member’s Bad Acts, unless such Member relinquishes such benefit. The Company, its receiver or trustee, shall indemnify, defend and hold harmless each Member, to the extent of the Company Assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by a Member arising out of any claim based upon acts performed or omitted to be performed by any Member taken in good faith by such Member and within the scope of the authority conferred on such Member in connection with the business of the Company, including, without limitation, reasonable attorney’s fees and costs incurred by the Member in the settlement or defense or such claim, provided that no Member shall be indemnified by the Company for claims based upon Bad Acts.

6.10Preparation of Proposed Annual Budgets. In connection with the management of the Company and the Subsidiary, the Managing Member shall be responsible for the following:

(a)The preparation of a detailed Proposed Annual Budget in the form attached hereto as Exhibit C for the Company, its Subsidiaries, and the Property, prepared on a line-item basis, which sets forth the estimated costs and expenses to be incurred by the Company and the Subsidiaries in connection with the management and operation of the Property and any other material Company Assets for each calendar month in the next ensuing Fiscal Year as well as a total budget for such year, which shall include all anticipated income, operating expenses, working capital and other necessary reserves and capital expenditures (including those set forth in the Capital Plan). The Proposed Annual Budget, once approved by Hocker pursuant to subclause (b)below, or modified as provided in subclause (b)below, shall be referred to herein as the “Approved Budget”. Except as otherwise provided in this Agreement, the Managing Member shall be authorized to make only those expenditures and take only those actions which are included in, or contemplated by, the Approved Budget then in effect; provided, however, that

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the Managing Member shall also be authorized to make those additional expenditures and take those actions excepted in Section 6.3.1(ii) and shall be authorized to make additional operating expenditures to the extent that such expenditures do not exceed the amounts set forth in the Approved Budget by more than ten percent (10%) with respect to any line item or by an aggregate amount of more than five percent (5%) of the total Approved Budget, with the exception of any Emergency Expenditures or Non-Controllable Expenditures, which shall not be subject to the foregoing limitations. With respect to Emergency Expenditures or Non-Controllable Expenditures, the Managing Member shall use commercially reasonable efforts to contact Hocker prior to making any such Emergency Expenditure or Non-Controllable Expenditures, and in all events, shall notify Hocker within five (5) Business Days after such an Emergency Expenditure or Non-Controllable Expenditures has been made.

(b)The Managing Member shall submit a Proposed Annual Budget to Hocker on or before November 1^st for the immediately following Fiscal Year. Hocker shall, within ten (10) days after receipt of an initial Proposed Annual Budget, either (a) approve the Proposed Annual Budget, which approval shall not be unreasonably withheld, delayed or conditioned; or (b) advise the Managing Member in writing of Hocker’s specific objections thereto. If Hocker has objections to the Proposed Annual Budget, the Managing Member shall then use its good faith efforts to revise the Proposed Annual Budget to address such objections and resubmit the same to Hocker in writing within seven (7) Business Days after its receipt of the objections thereto, whereupon the process set forth above shall be utilized again (except that Hocker shall respond to any revised Proposed Annual Budget in writing within five (5) Business Days and shall only be permitted to object with respect to items specifically objected to in such prior iteration(s) of the Proposed Annual Budget), until a Proposed Annual Budget has been approved. In addition, at any time after an Approved Budget has been approved by Hocker, the Managing Member shall have the right to submit a revised or amended Proposed Annual Budget in writing to Hocker for approval (subject to the same reasonableness standard above if applicable), and if Hocker has objections to such revisions or amendments, Hocker shall advise the Managing Member in writing of Hocker’s specific objections within ten (10) days after receipt thereof. Hocker’s failure to respond to any submission within the aforementioned time periods shall be deemed approval of the submitted Proposed Annual Budget or revisions or amendment to an Approved Budget. In the event of a dispute over the adoption of a Proposed Annual Budget or any portion thereof, any portion of the Proposed Annual Budget not disputed shall be deemed approved and shall be operative at such time. With respect to any portion of the Proposed Annual Budget subject to dispute, the Managing Member shall continue to operate the Company and its Subsidiaries in accordance with the corresponding portion of the Approved Budget for the immediately preceding Fiscal Year, except that any capital and non-recurring items shall be deleted and any applicable portion of such Approved Budget shall be adjusted to reflect the actual amount of expenses not within the control of the Company and/or any Subsidiary (including, but not limited to, real property taxes and assessments, insurance, utilities) and with aggregate increases in operating expenses based on the percentage increase in the CPI Index over the prior year, until a Proposed Annual Budget (or such portion) for such current Fiscal Year is approved in accordance with this Section 6.10 (and until a Proposed Annual Budget (or such portion) for such current Fiscal Year is approved in accordance with this Section 6.10, the

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applicable portions of the Approved Budget for the immediately preceding Fiscal Year (as adjusted hereunder) shall be deemed to be an Approved Budget for the then current Fiscal Year).

(c)The Managing Member shall be deemed not to have made any guarantee or warranty of the fiscal estimations set forth in the Proposed Annual Budget or Approved Annual Budget. Each Member acknowledges that the Proposed Annual Budget is intended to set forth objectives and goals based on the Managing Member’s reasonable judgment of the facts and circumstances known by the Managing Member at the time of preparation.

(d)The Approved Budget for the Fiscal Year ending on December 31, 2014 is attached hereto as Exhibit C.

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6.11Capital Plans. The parties acknowledge and agree that in addition to expenditures made and actions taken pursuant to the Approved Budget, the Managing Member shall also be authorized to make expenditures and take actions set forth in the Capital Plan, and to the extent that the actual cost of any line-item exceeds the budgeted amount set forth in the Capital Plan, the Managing Member shall be authorized to take actions and cause expenditures to be made in an amount necessary to complete any line item set forth in the Capital Plan, in each instance without the approval of Hocker and without same constituting an amendment to the Capital Plan. The Members acknowledge that on the date hereof, a reserve was established by the Managing Member in the amount of $58,152 to fund certain capital expenditures in accordance with the Capital Plan. The Capital Plan shall be updated every year subject to the approval of Hocker not to be unreasonably withheld, except to the extent Hocker’s consent is not required pursuant to the penultimate sentence of this Section 6.11, with any amounts set forth in the approved Capital Plan that are not incurred in a given year, deemed approved for any following year thereafter. If Hocker objects to such revisions or amendments, Hocker shall advise the Managing Member in writing of Hocker’s specific objections within ten (10) Business Days after receipt thereof. Hocker’s failure to respond to any submission within the aforementioned time periods shall be deemed approval of the revisions or amendment to the Capital Plans. If a Capital Plan is not approved (to the extent Hocker’s approval is required) the then existing Capital Plan shall remain in effect for the following year. Notwithstanding the foregoing, Hocker shall not have an approval right with respect to any revisions or amendments to the initial Capital Plan if such revisions or amendments to the initial Capital Plan are either (a) prepared in accordance with the same methodology used to develop the initial Capital Plan annexed to this Agreement or (b) otherwise consistent with the current methodology used by Rouse Properties, Inc. to prepare capital plans for the other assets in its portfolio (any such revision or amendment to the initial Capital Plan (a “Deemed Approval Amendment”). In the event of any Deemed Approval Amendment, the Managing Member may apply up to fifty percent (50%) of the available Net Cash Flow from Operations for the applicable Distribution Period towards the funding of capital expenditures set forth in a Deemed Approval Amendment (the “Distribution Reduction Limit”), and to the extent any Deemed Approval Amendment requires funds for the applicable Distribution Period in excess of the Distribution Reduction Limit, then any capital contributions required by Hocker to fund such Deemed Approval Amendment in excess of the Distribution Reduction Limit shall be funded by Rouse on behalf of Hocker as a Member Loan.

VII.DISSOLUTION

7.1Dissolution. The Company shall dissolve upon the first to occur of any of the following events:

(a)The sale of all or substantially all of the Company Assets and the collection of the proceeds of such sale (and if after such sale the Company Assets include an installment obligation, then the Company shall not be dissolved under this Section until such installment obligation is fully paid, or, with the approval of Hocker, the Managing Member may distribute such installment obligation to the Members in accordance with the terms of this Agreement);

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(b)The election by the Managing Member and Hocker to dissolve the Company;

(c)The entry of a decree of judicial dissolution by a court of competent jurisdiction, in accordance with the Act; or

(d)As otherwise provided by this Agreement or the Act.

Notwithstanding the provisions of Section 7.1 hereof, the Bankruptcy of a Member shall not cause the termination or dissolution of the Company and the business of the Company shall continue and upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Bankrupt Member (a “Trustee”) shall have all the rights of such Member for the sole purpose of settling or managing its estate or property if, but only if, such Trustee shall have satisfied all conditions precedent to the admission of such Trustee as a Substituted Member; provided, however, the Transfer to or by such Trustee of such Bankrupt Member’s Interest shall be subject to all of the restrictions hereunder to which such Transfer would have been subject if such Transfer had been made by such Bankrupt Member.

7.2Winding Up.

(d)Effect of Dissolution. After the dissolution of the Company in accordance with Section 7.1, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but the Company’s separate existence shall continue until a certificate of cancellation has been filed with the Secretary of State of the State of Delaware or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

(e)Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Managing Member shall take full account of the Company’s liabilities and assets, and, subject in all respects to Major Decisions, the Approved Budget and the other provisions of this Agreement, such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 6.1 hereof. The proceeds from liquidation of the Company Assets, to the extent sufficient therefor, shall be combined and distributed in the following order:

(i)first, to the expenses of liquidation and the debts of the Company, other than the debts owing to the Members, but including Member Loans;

(ii)second, to the establishment of any reserve which the Managing Member may deem necessary for any contingent or unforeseen liabilities and other obligations of the Company arising out of or in conjunction with the Company’s affairs;

(iii)third, to such debts and/or compensation as are owing by the Company to the Members;

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(iv)fourth, in accordance with Section 3.1.

(f)Except as otherwise provided in Article VII of this Agreement, distributions pursuant to Section 7.2(b) shall be made not later than the later of (i) the end of the taxable year in which liquidation of the Company occurs, or (ii) a date which is ninety (90) days after the date of such liquidation.

(g)Amounts withheld as reserves pursuant to Section 7.2(b)(ii) of this Agreement shall, to the extent not needed for the purpose of which they were withheld, be distributed as soon as practicable to the Members in accordance with Sections 7.2(b)(iii) and (iv).

7.3Final Accounting. The Managing Member shall furnish to each Member a statement prepared by the Company’s accountants setting forth the assets and liabilities of the Company as of the date of the complete liquidation.

7.4Certificate of Cancellation. When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provision has been made therefor and all of the remaining Company Assets have been distributed to the Members, then the remaining Members, if any, or a court-appointed trustee, if there is no remaining Member, shall execute and file a certificate of cancellation with the appropriate agency of the State of Delaware.

VIII.TRANSFERS OF INTERESTS; NEW MEMBERS

8.1General. No Member shall Transfer all or any portion of its Interest, or permit any Person directly or indirectly holding any interest in such Member to Transfer any part of such interest, except for Transfers (a) consented to in writing by Rouse and Hocker, each acting in their sole and absolute discretion, provided that (i) with respect to the Interests of Rouse Members, such Interests may be Transferred by the Rouse Members to a Qualified Rouse Transferee without the consent of Hocker, and (ii) with respect to the Interests of Hocker, such Interests (subject to the following sentence) may be Transferred by Hocker to a Qualified Hocker Transferee without the consent of Rouse, subject to Hocker’s compliance with the right of first refusal provisions of Section 8.3 or (b) permitted under this Article VIII. In no event shall Hocker be permitted to effectuate a Transfer (other than in accordance with Section 8.2(b) which either (1) results in Hocker owning less than a twenty percent (20%) Interest in the Company or (2) confers onto any such transferee any rights of Hocker pursuant to Section 6.3, Section 6.10 or Section 6.11 (it being acknowledged and agreed by Hocker that any such rights are personal to Hocker); provided, that, subclause (2) shall not apply to a transfer of Hocker’s Interest to Hocker’s Estate at Hocker’s death so long as Hocker’s Authorized Representative exercises all rights of Hocker under Section 6.3, Section 6.10 and Section 6.11. A transferee of a Member’s Interest will be admitted as a Substituted Member only pursuant to Sections 8.2(c) or 8.13 hereof. Any notices permitted or required to be delivered pursuant to this Article VIII must be delivered in accordance with the notice requirements of Section 12.1. Any Transfer made by a Member hereunder shall only be permitted if such Member also Transfers its corresponding proportional interest in the Companion Companies pursuant to the Companion Agreements. Any purported Transfer which does not comply with the provisions of this Article VIII shall be void and of no force and effect.

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8.2Permitted Transfers. Notwithstanding Sections 8.1 and 8.13 hereof, Transfers of an interest in a Member and/or of a Member’s Interest in the Company are permitted without the consent of any other Member only on the following terms and conditions:

(f)Transfers of Interests of the Rouse Members. Without the consent of any other Member, but subject to any applicable provisions of Section 8.2(c) and provided that all third-party consents required in connection therewith are received, (i) direct or indirect interests in the Rouse Members may be Transferred to any Person, provided that Rouse Parent continues to hold, directly or indirectly, greater than fifty percent (50%) of the direct or indirect interests in the applicable Rouse Members’ Interests and continues to possess, directly or indirectly, the power to direct or cause the direction of the management, business and affairs of such subject interest, (ii) Rouse Members’ Interest (or portions thereof, directly or indirectly) may be Transferred among Affiliates of the Rouse Members at any time, (iii) Rouse Members may Transfer its Interest to any Person that is wholly-owned and controlled by Rouse Parent, and (iv) nothing in this Agreement shall prohibit the Transfers of interests in the Rouse Members as a result of a merger, consolidation or sale of substantially all of the assets of Rouse Parent, or the sale of publicly traded shares of Rouse Parent.

(g)Transfers of Interests by Hocker. Without the consent of any other Member, but subject to any applicable provisions of Section 8.2(c)and provided that all third-party consents required in connection therewith are received, Transfers of all or any portion of the Interests of Hocker to (A) one or more immediate family members of the current holders of such Interests, or (B) a family trust or partnership or limited liability company (a “Hocker Affiliate”); or (C) the Estate or personal representative of Hocker upon his death, provided that, in case of clauses (A) and (B), such Transfer is made in connection with such current holder’s bona fide, good faith estate planning activities, and does not result (taking into account other sales or exchanges of interests in the Company or its predecessor) in the termination of the Company as a partnership for federal income tax purposes under Section 708(b)(1)(B) of the Code, are permitted.

(h)Admission of New Member. Notwithstanding any to the contrary contained herein, following any Transfer of an Interest by a Member pursuant to Section 8.2(a) or 8.2(b), no Person shall be admitted as a Member of the Company without complying with the following:

(i)filing with the Company a duly executed and acknowledged written instrument of assignment in a form reasonably approved by the Managing Member, specifying the Interest being assigned, and setting forth the intention of the assignor that the assignee succeed to all or part of the assignor’s Interest as a Member;

(ii)execution and acknowledgment by the assignor and assignee of any instruments reasonably required by the Managing Member, including the execution of this Agreement and any supplement, in which the assignee agrees to be bound by the terms and conditions thereof, as supplemented;

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(iii)payment of all real property or other transfer taxes and Company costs incurred by it in connection with the assignment;

(iv)at the reasonable request of the Managing Member, providing an opinion of counsel, acceptable to the Managing Member, that the assignment will not violate any federal or state securities law or jeopardize the status of the original sale of Member Interests with respect to any pertinent exemption of the federal or state securities law, or the characterization of the Company as a limited liability company under any federal or state law, regulation or ruling; and

(v)at least ten (10) days’ prior notice of such Transfer is given to all other Members.

8.3Right of First Refusal on Hocker Interests. Except as set forth in Section 8.2(b), 8.5 and 8.7, Hocker may not Transfer any portion of its Interest permitted to be Transferred in accordance with Section 8.1 unless Hocker has first complied with the right of first refusal process set forth in this Section 8.3.

(a)     If Hocker proposes to Transfer a portion of the Hocker Interest in the Company that is permitted to be Transferred in accordance with Section 8.1 (a “Proposed Hocker Transfer”) to a bona-fide third-party purchaser (a “Proposed Hocker Transferee”), then Hocker shall give written notice to Rouse, which notice shall include (i) the name and address of the Proposed Hocker Transferee, together with a certification by Hocker as to whether such Proposed Hocker Transferee is a Qualified Hocker Transferee (and if so, such certification shall include reasonable evidence supporting such designation), (ii) a description of the Interest that is proposed to be transferred to the Proposed Transferee (the “ROFR Interest”), (iii) any information with respect to the Proposed Hocker Transferee’s capital source(s), experience and financial condition available to Hocker (the delivery of which, by Hocker to Rouse, Hocker agrees will not be restricted by the terms of any confidentiality agreement between Hocker and the Proposed Hocker Transferee) and (iv) a true, correct and complete copy of the Binding LOI (which shall expressly provide that it is subject to the right of first refusal process set forth in this Section 8.3), and Hocker shall offer to sell the ROFR Interest to Rouse upon such terms and conditions and in accordance with the provisions hereof (the “First Refusal Offer”).

(b)    Rouse shall have thirty (30) days (the “ROFR Election Period”) following the date of receipt of the First Refusal Offer within which to notify Hocker in writing of Rouse’s election to purchase the ROFR Interest(the “ROFR Election”). If Rouse does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed Hocker Transferee is confirmed in writing by Rouse as a Hocker Qualified Transferee, then Hocker shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Hocker Transferee identified in the First Refusal Offer strictly in accordance with the terms of the Binding LOI. If Rouse does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed Hocker Transferee is not a Hocker Qualified Transferee, then Hocker shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Hocker Transferee identified in the First Refusal Offer only if approved in writing by Rouse in its sole and absolute discretion, and strictly in accordance with the terms of the Binding LOI.

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In no event shall Hocker Transfer such ROFR Interest to the Proposed Hocker Transferee (or any other Person) either for a price less than or on terms more favorable to the Proposed Transferee (or such other Person) than the terms stated in the First Refusal Offer without first offering Rouse the option to purchase such ROFR Interest in the manner set forth above, at the same price and terms agreed upon between Hocker and the Proposed Hocker Transferee. After the expiration of the ninety (90) day period, any applicable Transfer will again be subject to this Section 8.3(a).

(c)    If Rouse makes the ROFR Election prior to the expiration of the ROFR Election Period, then Rouse shall purchase from Hocker, and Hocker shall sell to Rouse at the ROFR Offered Price, the ROFR Interest on the later of (i) the Offer Closing Date or (ii) fifteen (15) days after the expiration of the ROFR Election Period (the “ROFR Closing Date”). Rouse may assign its right to acquire the ROFR Interest (or a portion thereof) to another Person designated by Rouse contemporaneously with the closing under this Section 8.3, provided that Rouse remains liable for such purchase. On the ROFR Closing Date:

(i)Hocker shall deliver to Rouse (or its designee) a duly executed and acknowledged instrument of assignment transferring the ROFR Interest (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of the Hocker and the absence of liens and encumbrances on the ROFR Interest and shall contain a provision in which Hocker irrevocably agrees to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation (which indemnification shall be given or guaranteed by a creditworthy party reasonably satisfactory to Rouse);

(ii)Rouse (or its designee) shall pay or cause to be paid the ROFR Offered Price in immediately available funds (except to the extent the Binding LOI provides for any seller financing); provided, however, that the ROFR Offered Price shall be reduced by the aggregate outstanding balance of (i) all Member Loans, including principal, accrued interest, costs and expenses and (ii) any unreimbursed Losses;

(iii) Hocker shall discharge of record all liens and encumbrances affecting the ROFR Interest, and if Hocker fails to do so, Rouse (or its designee) may use any portion of the ROFR Offered Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(iv)all items of Company revenue and expense shall be apportioned between the Hocker and Rouse (or, if applicable, between the Members) as of 11:59 p.m. of the day preceding the ROFR Closing Date in accordance with the customs and practices usual in comparable transactions;

(v)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the ROFR Interest for the taxable year of the sale shall be allocated between Hocker and Rouse by closing the books of the

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Company as of the day preceding the ROFR Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated between Hocker and Rouse by closing the books of the Company with respect to such items;

(vi)any customary transaction expenses (including transfer and recordation taxes) which are actually required to be paid in connection with the transfer of the ROFR Interest will be paid in accordance with the Binding LOI; provided, however, that each of the Receiving Member’s and Offering Member’s professional costs and expenses shall be Company Expenses;

(vii)Net Cash From Operations up to (but not including) the ROFR Closing Date shall be distributed in accordance with the provisions of Article III; and

(viii)in the case of a sale by Hocker of its entire Interest, the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.4Tag Along. If either Rouse or Hocker (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-provided.

8.5Intentionally Omitted.

8.6Intentionally Omitted.

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8.7Call Option.

(a)At any time following (i) the third (3^rd) anniversary of the Effective Date, (ii) a Hocker Estate Trigger Date, or (iii) the Call Trigger Date, Rouse shall have the option, but not the obligation, to deliver written notice (the “Call Notice”) to Hocker of Rouse’s exercise of its right to purchase the Hocker’s entire Interest in the Company (the “Called Interest”).

(b)The purchase price of the Called Interest (the “Call Price”) shall be determined by multiplying (i) the Percentage Share of the Called Interest, times (ii) the Fair Market Value of the Company as a whole determined as of the date of the Call Notice as if (A)  the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase of the Called Interest); and (C)  the net proceeds were distributed to the Members in complete liquidation of the Company; provided, that, the amount of any Member Loan owed by the holder of the Called Interest to Rouse shall be deducted from the Call Price, as shall any undisputed Losses for which Rouse has not been indemnified, provided that the amount of any claimed Losses for which Rouse has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the final judgment of a court of competent jurisdiction. In the event that Rouse and Hocker are unable to agree upon the Fair Market Value within thirty (30) days after the date of the Call Notice, then the Fair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”):

(i)Promptly following the expiration of the foregoing thirty (30) day period, Rouse and Hocker (for purposes of this Section 8.7, the “Call Members”) shall use commercially reasonable efforts to agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof.

(ii)Within ten (10) days of the appointment of the Arbitrator, the Call Members shall each separately submit to the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any Proposed FMV, no Call Member may make any additions, deletions, or changes in such Proposed FMV. If either Call Member fails to submit its Proposed FMV to the arbitrator within such time period, time being of the essence with respect thereto, such Call Member shall be deemed to have irrevocably waived its right to submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the submitting Party as the proper amount of the Fair Market Value of the Company, and such Proposed FMV shall be deemed the Arbitrated Fair Market Value.

(iii)If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement or Proposed FMVs submitted by the Call Members. The Arbitator’s determination of Arbitrated Fair Market Value shall be binding upon

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the Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of the Call Price.

(c)The closing of the purchase shall occur on a date specified in the Call Notice (the “Call Closing Date”) that is not earlier than the fifteenth (15th) day after determination of the Call Price and not later than the thirtieth (30th) day after determination of the Call Price, and at a place designated by Rouse. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Called Interest on the Call Closing Date. On the Call Closing Date:

(ii) Hocker shall deliver to Rouse (or an Affiliate it designates) duly executed and acknowledged instruments of assignment transferring the Called Interest to Rouse (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and or capacity of Hocker, and the absence of liens and encumbrances on the Called Interest and shall contain a provision in which Hocker, irrevocably agrees to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation;

(iii)Rouse shall pay or cause to be paid the Call Price to Hocker, at Hocker’s option, in any combination of (y) cash and (z) common stock of Rouse Parent and/or common units of Rouse LP, such common stock and/or common units having a market value determined as of the Call Closing Date equal to the portion of the Call Price that is not paid in cash; provided, however, that Rouse may, in its sole discretion, elect to pay the Call Price entirely in cash, in which instance Rouse shall be responsible for the payment of an additional amount to Hocker equal to the taxes incurred by Hocker as a result of the exercise of the Call Option, as reasonably determined by Rouse and Hocker (including any tax liability incurred on account of such additional payment by Rouse), with the amount of such taxes being determined by multiplying the gain realized by Hocker on the sale by the maximum combined federal and Kentucky individual income tax rates (taking into account the character of the income as ordinary or capital gains and taking into account the deductibility of state and local taxes for federal income tax purposes);

(iv)Hocker shall or shall cause the discharge of record of all liens and encumbrances affecting the Called Interest, and if Hocker fails to do so, Rouse (or its designee) may use any portion of the Call Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(v)all items of Company revenue and expense shall be apportioned between the Members as of 11:59 p.m. of the day preceding the Call Closing Date in accordance with the customs and practices usual in comparable transactions;

(vi)the Call Purchase Price shall be decreased by (A) an amount equal to (a) the aggregate amount of all Capital Contributions made by Rouse during the period between the date of the Call Notice and the Call Closing Date that relate to amounts due to

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tenants under leases signed prior to the date of the Call Notice, times (b) the Percentage Share of the Called Interest; and (B) any Distributions distributed to the holders of the Called Interest pursuant to the applicable provisions of Article III on account of their respective Interest(s) during such period;

(vii)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Called Interest for the taxable year of the sale shall be allocated among the Members by closing the books of the Company as of the day preceding the Call Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated among the Members by closing the books of the Company with respect to such items;

(viii)any customary transaction expenses (including transfer and recordation taxes) in connection with the transfer of the Called Interest will be Company Expenses and the Call Price shall be reduced by Hocker’s aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses;

(ix)Net Cash From Operations up to (but not including) the Call Closing Date shall be distributed in accordance with the provisions of Article III;

(x)If the consideration for the Call Price includes common units in Rouse Properties LP, Hocker and Rouse shall enter into a Tax Protection Agreement, substantially in the form attached hereto as Exhibit D; and

(xi) the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.8Put Option.

(e)During the thirty-day (30) period beginning on the third (3^rd) anniversary of the Effective Date, and provided the Call Option has not already been exercised in accordance with Section 8.7, Hocker shall have the one-time option to deliver written notice (the “Put Notice”) to Rouse of Hocker’s exercise of its right to cause Rouse to purchase Hocker’s entire Interest in the Company (the “Put Interest”).

(f)The purchase price of the Put Interest (the “Put Price”) shall be determined in accordance with the procedures set forth in Section 8.7(b) hereof relating to the determination of the Call Price.

(g)The closing of the purchase shall occur on a date determined by Rouse (the “Put Closing Date”) that is not earlier than the fifteenth (15th) day after delivery of the Put

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Notice and not later than the thirtieth (30th) day after delivery of such Put Notice, and at a place designated by Rouse. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Put Interest on the Put Closing Date. On the Put Closing Date:

(i) Hocker shall deliver to Rouse (or an Affiliate it designates) a duly executed and acknowledged instrument of assignment transferring the Put Interest to Rouse (or its designee) free and clear of all liens and encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of Hocker, and the absence of liens and encumbrances on the Put Interest and shall contain a provision in which Hocker irrevocably agrees to indemnify and hold harmless Rouse (or its designee) from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation;

(ii)Rouse shall pay or cause to be paid the Put Price to Hocker, at Rouse’s option, in any combination of (y) cash and (z) common stock of Rouse Parent, such common stock having a market value determined as of the Put Closing Date equal to the portion of the Put Price that is not paid in cash;

(iii)Hocker shall or shall cause the discharge of record of all liens and encumbrances affecting the Put Interest, and if Hocker fails to do so, Rouse (or its designee) may use any portion of the Put Price to pay and discharge any such liens and/or encumbrances and any related expenses, and may adjourn the closing for such period as may be necessary for such purpose;

(iv)all items of Company revenue and expense shall be apportioned between the Members as of 11:59 p.m. of the day preceding the Put Closing Date in accordance with the customs and practices usual in comparable transactions;

(v)the Put Price shall be decreased by (A) an amount equal to (a) the aggregate amount of all Capital Contributions made by Rouse during the period between the date of the Put Notice and the Put Closing Date that relate to amounts due to tenants under leases signed prior to the date of the Put Notice, times (b) the Percentage Share of the Put; and (B) any Distributions distributed to the holders of the Put Interest pursuant to the applicable provisions of Article III on account of their respective Interest(s) during such period;

(vi)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Put Interest for the taxable year of the sale shall be allocated among the Members by closing the books of the Company as of the day preceding the Put Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated among the Members by closing the books of the Company with respect to such items;

(vii)any customary transaction expenses (including transfer and recordation taxes or increases in the assessed value of the Property) in connection with the transfer of the Put Interest will be Company Expenses and the Put Price shall be reduced by

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Hocker’s aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses;

(viii)Net Cash From Operations up to (but not including) the Put Closing Date shall be distributed in accordance with the provisions of Article III; and

(ix) the Members shall execute all amendments to fictitious name, partnership or similar certificates necessary to effect the withdrawal of Hocker from the Company and, if applicable, the termination of the Company, or as otherwise may be required by law.

8.9Forced Sale.

(a)If Hocker is a Forced Sale Eligible Initiator, Hocker shall have the right to elect to cause the sale of the Company Assets to a bona fide third-party purchaser by delivering notice (the “Forced Sale Notice”) to Rouse (as the case may be) of such election, subject to the further provisions of this Section 8.9. Following delivery of a Forced Sale Notice, Hocker shall be deemed the “Forced Sale Initiator”, and Rouse shall be deemed the “Forced Sale Recipient”. The Forced Sale Notice shall contain an estimate made by the Forced Sale Initiator in its sole discretion of the all cash gross purchase price an unaffiliated third party would pay for the Company Assets in a bona fide arm’s length sale (“Stipulated Sale Price”).

(b)Forced Sale Recipient shall have ten Business Days (10) following the receipt of a Forced Sale Notice to deliver a notice (the “Property Sale Response Notice”) to the Forced Sale Initiator in which it may elect to purchase the Interests of the Forced Sale Initiator (the “Forced Sale Interests”) in accordance with Section 8.10 for a sum equal to the amount that would be distributed to the Forced Sale Initiator had the Company Assets been sold for the Stipulated Sale Price (the “Interest Purchase Price”); provided, however, that if the Forced Sale Recipient is a Put Defaulting Member, such Forced Sale Recipient shall be deemed to have elected to not acquire the Forced Sale Interests and the terms of Section 8.9 (d) shall apply;

(c)If the Forced Sale Recipient elects to purchase the Forced Sale Interests then the provisions of Section 8.10 shall apply.

(d)If the Forced Sale Recipient elects not to acquire the Forced Sale Interests, fails to timely deliver a Property Sale Response Notice, or fails to timely deliver the Interest Sale Deposit pursuant to Section 8.10, the Managing Member shall market the Company Assets for sale and accept on behalf of the Company (and/or the applicable Company Subsidiary) an offer for the purchase of the Company Assets on commercially reasonable terms meeting the following criteria (a “Property Sale Offer”):

(i)the Property Sale Offer shall be for the purchase by an unaffiliated entity of all (but not less than all) of the Company Assets for cash for a gross purchase price in an amount not less than ninety-five percent (95%) of the Stipulated Sale Price;

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(ii)the Property Sale Offer shall provide for the closing for the purchase of the Company Assets not sooner than fifteen (15) days nor later than thirty (30) days after the date of delivery by a Property Sale Response Notice (or the date that the Forced Sale Recipient was deemed to have not timely delivered a Property Sale Response Notice, if the Forced Sale Recipient failed to deliver a Property Sale Response Notice);

(iii)the Property Sale Offer shall require the entire purchase price for the Company Assets to be due and payable by wire transfer of immediately available federal funds at the closing of the sale of the Company Assets; and

(iv)the Property Sale Offer must cap the Company’s liability for breaches of representations and warranties at not more than 2% of the gross sales price.

(e)The Managing Member shall accept a Property Sale Offer for and on behalf of the Company (and/or the applicable Subsidiary). Notwithstanding anything to the contrary contained in this Agreement, the Managing Member shall be authorized to execute all commercially reasonable documents on behalf of the Company (and/or the applicable Subsidiary)as shall be required in order to market, close and consummate the sale of the Company Assets pursuant to the terms and provisions of an accepted Property Sale Offer (including, without limitation, a commercially reasonable brokerage agreement, the contract of sale and amendments and modifications thereto); provided, however, that no such documents shall (i) provide for disproportionate (i.e., other than based upon the applicable Percentage Share) liability on the part of any Member, (ii) reduce the contract purchase price below ninety-five percent (95%) of the Stipulated Sale Priceor (iii) in the case of a brokerage agreement, provide for the payment of a commission (as opposed to reimbursement of out-of-pocket expenses) unless and until a sale is consummated and title is transferred.

(f)The Forced Sale Recipient and Forced Sale Initiator shall cooperate with the Managing Member in connection with a proposed sale of the Company Assets pursuant to the terms of this Section 8.9.

(g)If a sale of the Company Assets is not closed in accordance with the terms of this Section 8.9 within such thirty (30) day period, then either the Forced Sale Initiator or the Forced Sale Recipient, by notice to the other, may withdraw the Company Assets for sale, and, from and after the date such withdrawal notice is given, neither party may elect to sell the Company Assets without again delivering a Forced Sale Notice in accordance with the terms hereof.

(h)Notwithstanding anything to the contrary set forth herein, in the event any rights under Section 8.5 shall be exercised prior in time to the exercise of any rights under this Section 8.9 with respect to the Company Assets, the rights under Section 8.5 shall supersede any other right existing pursuant to this Section 8.9 (and the Forced Sale Initiator shall not be entitled to exercise any right under this Section 8.9 with respect to the Company Assets until such time as the procedures under Section 8.5 have been terminated).

8.10Forced Sale Recipient Purchase.

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(a)A Forced Sale Recipient that elects to purchase the Forced Sale Interests shall, simultaneously therewith, deliver to a mutually-acceptable third party escrow agent (the “Forced Sale Escrow Agent”) an amount equal to five percent (5%) of the Interest Purchase Price (the “Interest Sale Deposit”).

(b)The purchase and sale of the Interest of the Forced Sale Initiator shall be on a date (the “Forced Sale Closing Date”) designated by the Forced Sale Recipient that is not earlier than the fifteenth (15^th) day after delivery of the Property Sale Response Notice and not later than the thirtieth (30th) day after delivery of Forced Sale Recipient and at a place designated by the Forced Sale Recipient in New York, New York. Time shall be of the essence with respect to the parties’ obligation to close the purchase and sale of the Interest(s) of the Forced Sale Initiator on the scheduled Forced Sale Closing Date. On the Forced Sale Closing Date:

(i)the Forced Sale Initiator shall deliver to the Forced Sale Recipient (or a designated Affiliate) a duly executed and acknowledged instrument of assignment transferring the Interest(s) of the Forced Sale Initiator to the Forced Sale Recipient (or the designated Affiliate) free and clear of all encumbrances, which instrument shall contain surviving representations concerning due organization, authority and/or capacity of the Forced Sale Initiator, and the absence of encumbrances on such Interest(s) and shall contain a provision indemnifying and holding the Forced Sale Recipient (or the designated Affiliate) harmless from any loss, liability, cost or expense (including reasonable attorneys’ fees) that may be incurred by reason of any breach of such representation (which indemnification shall be given or guaranteed by a creditworthy party reasonably satisfactory to the Forced Sale Recipient (or the designated Affiliate));

(ii)the Forced Sale Recipient shall pay or cause to be paid the Interest Purchase Price (minus the Interest Sale Deposit, together with any interest accrued thereon, and as adjusted by the credits and apportionments herein set forth) to the Forced Sale Initiator in cash in immediately available funds, or, if the Forced Sale Recipient shall be Rouse, then, at Hocker’s option the Interest Purchase Price may be paid by delivery to Hocker of any combination of (y) cash and (z) common stock of Rouse Parent and/or common units of Rouse LP such common stock and/or common units having a market value determined as of the Forced Sale Closing Date equal to the portion of the Interest Purchase Price that is not paid in cash, and the Forced Sale Escrow Agent shall deliver the Interest Sale Deposit, together with any interest accrued thereon, to the Forced Sale Initiator; provided, however, that the Interest Purchase Price shall also be reduced by the aggregate outstanding balance of all Member Loans, including principal, accrued interest, costs and expenses and any unreimbursed Losses;

(iii)the Forced Sale Initiator shall discharge of record all liens and encumbrances affecting the Interest of the Forced Sale Initiator, and if the Forced Sale Initiator fail(s) to do so, the Forced Sale Recipient (or the designated Affiliate) may use any portion of the Interest Purchase Price to pay and discharge any such liens and/or encumbrances and any related expenses and adjourn the closing for such period as may be necessary for such purpose;

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(iv)Distributions up to (but not including) the Forced Sale Closing Date shall be distributed in accordance with the applicable provisions of Article III;

(v)the Interest Purchase Price shall be decreased by (A) the aggregate amount of all Capital Contributions made by Rouse on account of its Interest during the period between the date of the Forced Sale Notice and the Forced Sale Closing Date that relate to either (i) amounts due to tenants under leases signed prior to the date of the Forced Sale Notice or (ii) any capital expenditures that have been budgeted prior to the date of the Forced Sale Notice (it being agreed that Hocker shall have no obligation to make any such Capital Contributions after the date of the Forced Sale Notice) and (B) any Distributions distributed to the Forced Sale Initiator pursuant to the applicable provisions of Article III;

(vi)all items included in Book Income or Loss From Operations (and other items referred to in Article III of Appendix A) attributable to the Interest(s) of the Forced Sale Initiator for the taxable year of the sale shall be allocated between the Forced Sale Initiator and the Forced Sale Recipient by closing the books of the Company as of the day preceding the Forced Sale Closing Date, or by any other method permitted under Code Section 706 and the Regulations thereunder that is selected by the Managing Member, provided that in any event items attributable to any extraordinary non-recurring items of the Company shall be allocated between the Forced Sale Initiator and the Forced Sale Recipient by closing the books of the Company with respect to such items;

(vii)all items of Company revenue and expense shall be apportioned between the Forced Sale Initiator and the Forced Sale Recipient as of 11:59 p.m. of the day preceding the Forced Sale Closing Date in accordance with the customs and practices usual in comparable transactions;

(viii)any customary transaction expenses (including transfer and recordation taxes or increases in the assessed value of the Property) in connection with the transfer of the Forced Sale Interests will be Company Expenses and the Interest Purchase Price shall be reduced by Hocker’s aggregate pro rata share of such expenses; provided, however, that each of the Members shall bear its own professional costs and expenses; and

(ix)the Members shall execute, acknowledge and deliver, or will cause to be executed, acknowledged and delivered, all such further acts, documents and instruments as may be reasonably required in order to carry out and effectuate fully the transactions herein contemplated in accordance with this Section 8.10.

8.11Corresponding Elections; Companion Agreements. In addition to the conditions and requirements set forth herein, the exercise by any Member of its rights under any of Sections 8.3, 8.4, 8.7, 8.8 or 8.9 shall not be effective unless the same election is made pursuant to the corresponding provisions of each of the Companion Agreements, pursuant to the terms thereof, to the extent such Member is a party to the Companion Agreements.

8.12Assignees. If, pursuant to a Transfer of an Interest by operation of law and without violation of Section 8.12 hereof (or pursuant to a Transfer that the Company is required

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to recognize notwithstanding any contrary provisions of this Agreement), a Person acquires an Interest, but is not admitted as a Substituted Member pursuant to Section 8.12 hereof, then such Person:

(a)Shall, except as provided in Section 8.11(b) below, have no right to participate in the business and affairs of the Company or to exercise any rights of a Member under this Agreement or the Act; and

(b)shall share in distributions with respect to the transferred Interest on the same basis as the transferring Member, provided that any damages to the Company a result of such Transfer shall be offset against amounts that would otherwise be distributed to such Member.

8.13Substituted Members. Except for any Transfer made in accordance with Section 8.2 above, no Person taking or acquiring, by whatever means, all of the Interest of any Member shall be admitted as a substituted Member in the Company (a “Substituted Member”) without the written consent of the Managing Member and Hocker, which consent may be withheld or granted in the sole and absolute discretion of Managing Member and Hocker, respectively.

8.14Distributions in Respect of Transferred Interests. If any Interest is transferred during any accounting period in compliance with the provisions of this Article VIII, then all distributions before the date of such Transfer shall be made to the transferor, and all distributions on and after the date of such Transfer shall be made to the transferee.

IX.CONFIDENTIALITY

9.1Proprietary Information. The Members agree that all information, disclosures embodying business affairs and activities, including but not limited to the identification of tenants, customer/tenant information, financial information pertaining to the Company, its Subsidiaries or their respective customers, tenants or prospects, furnished by Rouse or a Representatives (as defined below) in connection with the formation of the Company and the Subsidiary, the operation of the Property and all transactions related thereto (including, without limitation, information related to any leases of the Property and the tenants thereof), whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is referred to in this Agreement as “Proprietary Information.” Proprietary Information does not include, however, information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, and (b) was available to Hocker on a non-confidential basis prior to its disclosure by Rouse. As used in this Agreement, the term “Representative” means, as to any Person, such Person’s Affiliates and its and their partners, members, shareholders, directors, officers, employees, agents, advisors (including, without limitation. financial advisors, counsel and accountants) and controlling persons. The provisions of this Article IX shall survive any dissolution of the Company or the Transfer of Investor Member’s Interest in the Company or the Transfer of any ownership interests in Investor Member, as the case may be.

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9.2Members’ Covenants. The Members covenant and agree:

(1) that all Proprietary Information is and remains the sole and exclusive property of the Company;

(2) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than those of its Representatives, current and prospective lenders and as otherwise permitted in this Article IX; provided, that such Representatives agree to observe the terms of this Agreement as if they were a party to it (although Investor Member will not be responsible for any breach of this covenant of confidentiality by any such Representative); and

(3) not to use the Proprietary Information for any purpose other than in connection with its membership in the Company.

9.3Rights. Notwithstanding the above, the Members acknowledge and agree that so long as any Member is a subsidiary of a publicly-traded company, such Member shall be permitted to: (a) make an initial press release with respect to this Agreement and the transactions contemplated hereby, and (b) make any filing with any governmental entity or issue any release as required by law or the rules of the New York Stock Exchange, in each such case, provided that the disclosing Member makes commercially reasonable efforts to consult with the other Member in advance and in any event will notify the other Member as soon as practicable. In addition, notwithstanding anything to the contrary contained in this Article IX, the Members may disclose Proprietary Information (i) if compelled to do so by law or a court order of a court of competent jurisdiction; (ii) in connection with the exercise or enforcement of its rights under this Agreement and/or any other agreement executed in connection therewith; or (iii) any Transfer permitted hereunder or under the Portfolio Venture Agreement.

X.AMENDMENTS TO THE AGREEMENT

This Agreement may only be amended with the prior written consent of Rouse and Hocker.

XI.DEFINITIONS

Unless the context otherwise requires, the following terms (and singular or plural thereof) used in this Agreement shall have the meanings set forth below:

“2-Year Capital Plan” shall mean that certain Cosmetic Capital Plan attached hereto as Exhibit E.

“5-Year Capital Plan” shall mean that certain Deferred Maintenance Capital Plan attached hereto as Exhibit F.

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“Acquisition Financing” means that certain loan in the amount of $67,000,000 made by Barclays Bank PLC to Property Owner and Mall Property Owner.

“Act” shall mean the Delaware Limited Liability Company Law, chapter 18 of the consolidated laws of the State of Delaware Section 18-101, et seq., as it may be amended from time to time, and any successor to the Act.

“Additional Budget Expenditure” shall mean any additional required capital set forth in any Approved Budget.

“Additional Capital Contributions” shall have the meaning set forth in Section 2.3(a).

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with any other Person. Without limiting the generality of the foregoing, for the purposes of this definition, “control” of a Person means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise, and (ii) the beneficial ownership of greater than fifty percent (50%) of the outstanding equity securities of, or other ownership interests in, such Person.

“Affiliate Agreement” means the agreements referenced in Schedule IV and any other agreement between or among (x) the Company and/or any Subsidiary, on the one hand, and (y) any Member or an Affiliate thereof, on the other hand.

“Agreement” shall mean this Limited Liability Company Agreement, as may be amended from time to time by amendments duly executed and delivered pursuant to the terms hereof.

“Agreement of Merger” means that certain Joint Agreement and Plan of Merger and Inducement Agreement dated as of the date hereof by and among the Company, the Predecessor Partnership, the Members and certain other parties thereto.

“Appraiser” means an independent licensed real estate broker or appraiser that is independent and unaffiliated with the Parties who has either a national presence in the United States or a presence in the area where the Property is located, is a member of the Appraisal Institute with an MAI designation and has been actively engaged in the business of real estate brokerage of similar types of properties for a period of not less than ten (10) years immediately preceding appointment under this Agreement.

“Approved Accountant” means Ernst & Young, Deloitte, PricewaterhouseCoopers LLP, KPMG LLP, Berdon LLP and any other accounting firm approved by the Members.

“Approved Budget” shall have the meaning set forth in Section 6.10.

“Arbitrated Fair Market Value” shall have the meaning set forth in Section 8.7(b).

“Arbitration” shall have the meaning set forth in Section 12.3.

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“Arbitrator” shall have the meaning set forth in Section 8.7(b).

“AT/AML Laws” shall have the meaning set forth in Section 1.8(c).

“Authorized Representative” shall mean a representative of a Member with the authority to act on behalf of such Member.

“Agreement of Merger” has the meaning set forth in the Recitals.

“Bad Acts” shall have the meaning set forth in Section 6.9.

“Bankrupt” or “Bankruptcy” shall mean, with respect to any Person, such Person’s filing or otherwise voluntarily commencing a case or proceeding or filing an answer or other pleading in any proceeding seeking relief under any federal or state bankruptcy, insolvency or moratorium law, or an involuntary subject of an order for relief by any court under any such law, or being adjudicated a “bankrupt,” “debtor” or “insolvent” under any such law, or there being appointed under any such law a “trustee,” “receiver” or “custodian” to manage its business or properties, or there being commenced under any such law a case or proceeding proposing such an order for relief, adjudication or appointment with respect to such Person or its business, which proceeding is consented to by such Person or which is not dismissed within one hundred twenty (120) days after being commenced.

“Binding LOI” means a validly executed and enforceable letter of intent between Hocker and the Proposed Hocker Transferee that contains binding terms and provisions addressing: (i) the description of all the rights and interests to the be transferred by Hocker to Proposed Hocker Transferee, (ii) the ROFR Offered Price, the deposit required from Proposed Hocker Transferee and whether the transaction is subject to any seller financing, (iii) any non-customary closing prorations or apportionments, (iv) liabilities to be assumed by Proposed Hocker Transferee and those to be retained by Hocker, if any, (v) indemnities to be given by each of Hocker and the Proposed Hocker Transferee, (v) all material closing conditions, (vi) any due diligence or other contingencies, (vii) the Offer Closing Date, (viii) the survival of any representations, warranties, covenants, liabilities or obligations and any deductibles and/or caps on liability and (ix) any other material terms or conditions of the proposed transaction.

“Blocked Person” shall have the meaning set forth in Section 1.8(c).

“Book Income or Loss From Capital Events” shall mean all items of Book income and gain and all items of Book loss and deduction from the sale or other disposition of the Property or a Subsidiary in which gain or loss is recognized pursuant to Section 704(b) of the Code and the regulations thereunder.     

“Book Income or Loss From Operations” shall mean Book income or loss other than Book Income or Loss From Capital Events.

“Breaching Member” shall have the meaning set forth in Section 6.9.

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“Business Day” means any Monday through Friday on which commercial banks are authorized to do business and are not required by law or executive order to close in New York City.

“CPI Index” shall mean the Consumer Price Index – All Urban Consumers, Northeast Urban, Base Period 1982-1984 = 100, as published by the Bureau of Labor Statistics, United States Department of Labor.

“Call Closing Date” shall have the meaning set forth in Section 8.7(c).

“Call Notice” shall have the meaning set forth in Section 8.7(a).

“Call Members” shall have the meaning set forth in Section 8.7(b).

“Call Price” shall have the meaning set forth in Section 8.7(b).

“Call Trigger Date” shall mean any date on which (i) the aggregate outstanding balance (including, without limitation, principal, interest, costs and expenses) of all Member Loans and (ii) the aggregate amount of any unreimbursed Losses, whether under this Agreement or the Companion Agreements, shall exceed $10,000,000.00 in the aggregate.

“Called Interest” shall have the meaning set forth in Section 8.7(a).

“Capital Account” shall have the meaning set forth in Appendix A attached hereto.

“Capital Call” shall have the meaning set forth in Section 2.3.

“Capital Call Expenditure” shall mean any Capital Plan Expenditure, Emergency Expenditure, Non-Controllable Expenditure, Additional Budget Expenditure or any other expense otherwise provided for in Article VI.

“Capital Contribution” shall mean, collectively, the Initial Capital Contributions and the Additional Capital Contributions.

“Capital Plans” shall mean, collectively, the 2-Year Capital Plan and 5-Year Capital Plan.

“Capital Plan Expenditure” shall mean any additional required capital set forth in any Capital Plan.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Any reference to the Code shall automatically include a reference to any subsequent or successor internal revenue code or law, and any reference to a particular Section of the Code shall automatically include reference to corresponding provisions of subsequent or successor code or law.

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“Companion Agreements” shall mean the TUP 130 LLC Agreement and the TUP 330 LLC Agreement.

“Companion Companies” shall mean TUP 330 Company LLC and TUP 130 Parent LLC, each a Delaware limited liability company.

“Company” shall mean TUP 430 Parent, LLC, a Delaware limited liability company.

“Company Assets” means all right, title and interest in and to all or any portion of the directly or indirectly held assets of the Company and any Subsidiary (prorated where applicable to reflect the Company’s percentage interest in such Subsidiary) and any property (real, personal, tangible or intangible) or estate acquired in exchange therefor or in connection therewith, and including the Property and any ancillary or incidental assets arising out of or pertaining to the ownership, operation or development of any of the foregoing.

“Company Expenses” shall mean those operating and administrative expenses incurred by the Company or any Subsidiary in accordance with the Approved Budget.

“Competing Property” has the meaning set forth in Section 1.9(d).

“Compliance Action” shall have the meaning set forth in Section 6.3.4.

“Consulting Agreement” means that certain Property Management Consulting Agreement dated as of the date hereof between DHA and the Management Company, pursuant to which DHA agrees to provide certain consulting services to the Management Company.

“Control” or “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise.

“Corp” shall have the meaning set forth in the introductory paragraph.

“Declared Value” shall have the meaning set forth in Section 8.5(b).

“Deemed Approval Amendments” has the meaning set forth in Section 6.11.

“Distribution” has the meaning set forth in Section 3.1

“Distribution Period” has the meaning set forth in Section 3.2.

“Distribution Reduction Limit” shall have the meaning set forth in Section 6.11.

“Effective Date” shall have the meaning set forth in Section 1.7.

“Emergency Action” shall mean an action that, in the Managing Member’s good faith business judgment, is reasonably necessary to (a) prevent an immediate threat to the health, safety or welfare of any person to whom the Company or any Subsidiary would be liable or

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responsible in the event of such person's injury or death, (b) prevent immediate physical damage or loss to any portion of any Property or any of the other property and assets of the Company or any Subsidiary, (c) avoid the suspension of any service necessary to the continued operation of any portion of any Property, or (d) avoid criminal or civil liability on the part of the Company, any Subsidiary or any Member.

“Emergency Expenditures” shall mean an expenditure necessary under circumstances that, in the good faith judgment of the Managing Member, constitutes an event or condition requiring prompt action (a) for protection of the Property from danger, damage or destruction, (b) for the protection of the Company’s right, title and interest in the Property, (c) for the protection and maintenance of the integral operation and/or the structure of the Property in order to comply with laws, lease obligations or any other contractual obligations or (d) for the avoidance of a significant risk of personal injury or property damage to occupants, tenants or other persons.

“Failed Contribution” shall have the meaning set forth in Section 2.3(b).

“Fair Market Value” means, as of the date of determination, the fair market value of the Company’s assets free and clear of all liens and encumbrances.

“First Refusal Offer” shall have the meaning set forth in Section 8.3(a).

“Forced Sale Closing Date” shall have the meaning set forth in Section 8.10(b).

“Forced Sale Eligible Initiator” shall mean: Hocker (i) following Rouse’s default in its obligations to close the purchase of the Put Interest as contemplated by Section 8.9 hereof following delivery of a Put Notice (Rouse under this subsection (i) shall be deemed a “Put Defaulted Member”); (ii) if Rouse has not delivered a Call Notice by the two (2) year anniversary of a Hocker Estate Trigger Date; and (iii) following a Rouse De-list Date.

“Forced Sale Escrow Agent” shall have the meaning set forth in Section 8.10(a).

“Forced Sale Initiator” shall have the meaning set forth in Section 8.9(a).

“Forced Sale Interests” shall have the meaning set forth in Section 8.9(b).

“Forced Sale Notice” shall have the meaning set forth in Section 8.9(a).

“Forced Sale Recipient” shall have the meaning set forth in Section 8.9(a).

“Fiscal Year” shall have the meaning set forth in Section 4.2(b).

“Hocker” shall have the meaning set forth in the introductory paragraph.

“Hocker Affiliate” shall have the meaning set forth in Section 8.2(b).

“Hocker Distribution Share” shall have the meaning set forth in Section 3.1(b).

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“Hocker Estate Trigger Date” shall mean the date of the death or incapacity of David Hocker.

“Hocker Unadjusted Distributions” means the distribution of Net Cash From Operations that Hocker would have received for the applicable distribution period had there been, as applicable, (y) no Member Loans outstanding and (z) no Deemed Approval Amendments to the Capital Plan.

“Hocker Termination Date” shall mean the date on which (i) Hocker ceases to be willing or able to provide the services provided for in the Consulting Agreement, or is otherwise in default thereunder, (ii) Hocker’s Percentage Share shall equal less than twenty-five percent (25%) or (iii) Hocker (or any other Hocker Member as defined in the TUP 130 LLC Agreement and TUP 330 LLC Agreement) is in monetary or material non-monetary default under any of the Joint Venture Documents beyond any applicable notice and cure period; provided, that if a termination under clause (i) above is disputed, then such dispute shall be submitted to arbitration under Section 12.3 and no Hocker Termination Date shall be deemed to have occurred unless the Arbitrator finds that such termination was valid.

“Independent Activity/Activities” shall have the meaning set forth in Section 1.9(a).

“Initial Capital Contributions” means the amounts set forth on Schedule I under the heading “Initial Capital Contributions.”

“Interest” shall mean the ownership interest of a Member in the Company at any particular time, any and all benefits to which the Member may be entitled under this Agreement and the obligations, if any, of the Member under this Agreement.

“Interest Purchase Price” shall have the meaning set forth in Section 8.9(b).

“Interest Sale Deposit” shall have the meaning set forth in Section 8.10(a).

“Joint Venture Documents” shall mean this Agreement, the Purchase and Sale Agreement, the Management Agreement, any Affiliate Agreement, the Companion Agreements, and any amendments or modifications of any of the foregoing.

“Losses” shall have the meaning set forth in the Agreement of Merger.

“Major Decisions” shall have the meaning set forth in Section 6.3.1.

“Major Decision Impasse” shall have the meaning set forth in Section 6.3.3.

“Major Decision Request” shall have the meaning set forth in Section 6.3.2.

“Mall Property Owner” means TUP 130 LLC, a Delaware limited liability company.

“Management Agreement” shall mean that certain Management Agreement, by and between Property Owner, Mall Property Owner and Outlots Property Owner and the

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Management Company dated as of the date hereof, as amended or modified from time to time as provided herein.

“Management Company” shall mean Rouse Management Company, LLC.

“Managing Member” shall mean (i) Rouse upon the execution and delivery of this Agreement or (ii) any permitted assignee of Rouse’s Interest pursuant to Section 8.2 (a).

“Member Loan” shall have the meaning set forth in Section 2.3(b).

“Members” shall mean Rouse, Corp and Hocker, and their respective successors and assigns or other Persons admitted as members of the Company pursuant to this Agreement.

“Net Cash Flow” means all Net Cash From Operations, Net Cash From Refinancings and Net Cash From Sales.

“Net Cash From Operations” means (x) the gross cash proceeds to the Company and the Subsidiaries from operations, less (y) the portion thereof used to pay (or establish reserves for) actual operating expenses and capital expenditures of the Company and the Subsidiaries, including but not limited to real estate taxes, insurance, management and leasing fees, landlord work, tenant inducement costs, debt payments and all required lender reserves, ground rent, capital improvements, replacements and contingencies, Non-Controllable Expenditures, Emergency Expenditures and other operating expenses set forth in the Approved Budget. Any gross cash proceeds of the Company and its Subsidiaries from operations which were used to establish reserves shall be treated as Net Cash From Operations if they are subsequently released.

“Net Cash From Refinancings” means the gross cash proceeds from all financings or refinancings of one or more of the Company Assets or the Company, less the portion thereof used to pay or establish reserves for Company Expenses, debt payments, capital improvements, replacements, mortgage procurement costs or other costs and expenses incurred in connection with the refinancing, including title, survey, engineering, environmental, appraisal, brokerage expenses, lender fees, attorneys’ and other professional fees incurred in obtaining such gross cash proceeds and contingencies, in each case in accordance with the Approved Budget or as otherwise determined by the Managing Member. Company Expenses shall be paid and reserves shall be funded first from the cash sources taken into account in computing Net Cash From Operations, and if such amounts are insufficient to pay Company Expenses and fund reserves, cash sources taken into account in computing Net Cash From Sales or Net Cash From Refinancings shall be used for such purpose. Any gross cash proceeds of the Company and its Subsidiaries from any such financing or refinancing which were used to establish reserves shall be treated as Net Cash From Refinancings if they are subsequently released.

“Net Cash From Sales” means the gross cash proceeds from all sales or other dispositions (other than leases in the ordinary course of the Company’s or any Subsidiary’s business) of the Company Assets, less the portion thereof used to pay or establish reserves for Company Expenses, debt payments, capital improvements, replacements, mortgage procurement costs or other costs and expenses incurred in connection with the sale, including title, survey,

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engineering, environmental, appraisal, brokerage expenses, attorneys’ and other professional fees incurred in obtaining such gross cost proceeds and contingencies, in each case in accordance with the Approved Budget or as otherwise determined by the Managing Member. Company Expenses shall be paid and reserves shall be funded first from the cash sources taken into account in computing Net Cash From Operations, and if such amounts are insufficient to pay Company Expenses and fund reserves, cash sources taken into account in computing Net Cash From Sales or Net Cash From Refinancings shall be used for such purpose. Any gross cash proceeds of the Company and its Subsidiaries from any such sales or other dispositions which were used to establish reserves shall be treated as Net Cash From Sales if they are subsequently released.

“Non-Contributing Member” shall have the meaning set forth in Section 2.3(b).

“Non-Controllable Expenditures” shall mean expenses (i) not within the control or discretion of the Company and/or any Subsidiary, including, but not limited to, real property taxes and assessments, insurance premiums, utility charges and principal and interest due under any financing or (ii) any other expenses that are, in the reasonable judgment of the Managing Member, necessary or advisable to preserve and/or protect the value of the Interests, Company, Company Assets or Property.

“Offer Closing Date” shall mean the proposed closing date contained in the Binding LOI.

“Organizational Document” means with respect to any Person (i) in the case of a corporation, such Person’s certificate of incorporation and bylaws and any shareholder agreement, voting trust or similar arrangement applicable to any of such Person’s authorized shares of capital stock, (ii) in the case of a limited partnership, such Person’s certificate of limited partnership and limited partnership agreement, and any voting trusts or other instruments or agreements affecting the rights applicable to any of its partners, (iii) in the case of a limited liability company, such Person’s certificate of formation, limited liability company agreement and any voting trusts or other instruments or agreements affecting the rights of holders of limited liability company interests or (iv) in the case of any other legal entity, such Person’s organizational documents and any voting trusts and other instruments or agreements affecting the rights of holders of equity interests in such Person.

“Outparcel Property Owner” means TUP 330 Company LLC, a Delaware limited liability company

“Percentage Share” shall mean the relative participation attributable to a Member’s interest in profits, losses, and distributions (which initially shall be the amounts set forth in Schedule I under the heading “Percentage Share”) as the same may be adjusted by the Company from time to time in accordance with Section 2.3.

“Permitted Activities” shall have the meaning set forth in Section 1.3.

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“Person” shall mean any individual, partnership, corporation, trust, estate, association, limited liability company or other entity.

“Property” shall have the meaning set forth in Section 1.3(a).

“Property Owner” means has the meaning set forth in the Recitals.

“Property Sale Offer” shall have the meaning set forth in Section 8.9(d).

“Property Sale Response Notice” shall have the meaning set forth in Section 8.9(b).

“Proposed Annual Budget” shall mean the proposed annual budget for all anticipated costs for owning, developing, operating, leasing, managing, financing, maintaining and repairing the Property and any other Company Assets, as well as revenue projections for rents, reimbursements for operating expenses and parking revenues, and otherwise with respect to the Company and each Subsidiary.

“Proposed Hocker Transferee” shall have the meaning set forth in Section 8.3(a).

“Proposed Hocker Transfer” shall have the meaning set forth in Section 8.3(a).

“Proposed FMV” shall mean the Fair Market Value of the Called Interests or Put Interests, as applicable, as determined by an Appraiser chosen by Rouse or Hocker, as the case may be.

“Proprietary Information” shall have the meaning set forth in Article IX.

“Purchase and Sale Agreement” shall have the meaning set forth in the Recitals.

“Put Closing Date” shall have the meaning set forth in Section 8.8(c).

“Put Defaulted Member” shall have the meaning set forth in the definition of the term Forced Sale Eligible Initiator.

“Put Interest” shall have the meaning set forth in Section 8.8(a).

“Put Notice” shall have the meaning set forth in Section 8.8(a).

“Put Price” shall have the meaning set forth in Section 8.8(b).

“Qualified Hocker Transferee” shall mean a Person (i) with at least ten (10) years experience in investing as a non-managing investor in at least five (5) shopping center properties similar to the Property, (ii) having the financial means commensurate with that of investors that typically invest in properties such as the Property as evidenced by financial statements audited by a reputable accounting firm, (iii) has not been, nor has any of its Affiliates been the subject of a Bankruptcy in the last ten (10) years and (iv) is not a Prohibited Hocker Transferee or otherwise a known competitor of Rouse Properties, Inc.

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“Qualified Refinancing” shall mean a mortgage loan (or combination of a mortgage and mezzanine loan) for the purpose of refinancing the existing financing in an amount equal to the greater of (1) the principal balance of such existing financing and (2) the amount resulting in a loan-to-value ratio of 67.5%, and which (a) contains a market interest rate, (b) is assumable or prepayable on customary terms, (c) is for a term of not more than ten (10) years and (d) is non-recourse subject to customary non-recourse carveouts.

“Qualified Rouse Transferee” and “Prohibited Hocker Transferee” shall mean any recognized shopping center asset manager organization or an organization that acquires, leases, manages or operates shopping centers.

“REIT” shall mean a real estate investment trust under Code Section 856.

“Representative” shall have the meaning set forth in Article IX.

“Response Deadline” shall have the meaning set forth in Section 6.3.2.

“ROFR Closing Date” shall have the meaning set forth in Section 8.3(b).

“ROFR Election” shall have the meaning set forth in Section 8.3(b).

“ROFR Election Period” shall have the meaning set forth in Section 8.3(b).

“ROFR Interest” shall have the meaning set forth in Section 8.3(a).

“ROFR Offered Price” shall mean the purchase price for the ROFR Interest contained in the Binding LOI.

“Rouse De-list Date” shall mean the date (if any) on which the market price of Rouse Parent’s common stock is de-listed by the New York Stock Exchange.

“Rouse” shall have the meaning set forth in the introductory paragraph.

“Rouse Members” shall have the meaning set forth in the introductory paragraph.

“Rouse Parent” shall mean Rouse Properties, Inc.

“Sale Interests” shall have the meaning set forth in Section 8.5(b).

“Securities Act” shall have the meaning set forth in Section 1.8(b).

“Sell Option” shall have the meaning set forth in Section 8.5(b).

“Stipulated Sale Price” shall have the meaning set forth in Section 8.9(a).

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“Subsidiary” shall mean any entity directly or indirectly owned, in whole or in part by the Company, including, in the case of the Company, the Property Owner.

“Substituted Member” shall have the meaning set forth in Section 8.13.

“Tag-Along Member” shall have the meaning set forth in Section 8.4.

“Tag-Along Offer” shall have the meaning set forth in Section 8.4.

“Tag-Along Optionor” shall have the meaning set forth in Section 8.4.

“Tag-Along Purchase Price” shall mean an amount equal to the product of (i) a fraction (x) the numerator of which is the proposed sale price for the Tag-Along Seller’s Interest to be paid by the Tag-Along Transferee and (y) the denominator of which is the Tag-Along Seller’s Percentage Interest, expressed as a decimal and (ii) the Tag-Along Optionor’s Percentage Interest, expressed as a decimal.

“Tag-Along Seller” shall have the meaning set forth in Section 8.4.

“Tag-Along Terms” shall have the meaning set forth in Section 8.4.

“Tag-Along Transfer” shall have the meaning set forth in Section 8.4.

“Tag-Along Transferee” shall have the meaning set forth in Section 8.4.

“Tax Protection Agreement” shall mean a Tax Protection Agreement, by and between Rouse and Hocker, substantially in the form of Exhibit D attached hereto, as the same may be amended, modified, restated or extended from time to time.

“TMP” or“Tax Matters Partner” shall have the meaning set forth in Section 6.7.

“Transfer” (and corresponding grammatical variations thereof) when used as a noun, shall mean any direct or indirect sale, assignment, pledge, hypothecation, encumbrance, transfer, exchange, gift or attempt to create or grant a security interest. “Transfer” (and corresponding grammatical variations thereof) when used as a verb, shall have a correlative meaning.

“Treasury Regulation” or “Treas. Reg.” shall mean the regulation (s) promulgated pursuant to the Code by the U.S. Department of the Treasury, as amended, and any successor regulation (s).

“Trustee” shall have the meaning set forth in Section 7.1.

“TUP 130 LLC Agreement” shall mean that certain Limited Liability Company Agreement of TUP 130 Parent, LLC, dated as of the date hereof, as the same may be amended, modified, restated or extended from time to time.

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“TUP 330 LLC Agreement” shall mean that certain Limited Liability Company Agreement of TUP 330 Company, LLC, dated as of the date hereof, as the same may be amended, modified, restated or extended from time to time.

XII.MISCELLANEOUS

12.1Notices. All notices to the Company shall be sent to the Company’s principal office by either (i) registered or certified mail, return receipt requested; (ii) nationally recognized overnight express courier; (iii) hand delivery, provided a written receipt therefor is obtained; or (iv) facsimile, with the successful fax transmission confirmed by a printed report. All notices to the Members shall be sent addressed to each Member c/o the address set forth under each Member’s signature below or as may be specified by a Member from time to time in a notice to the Company. All notices shall be deemed given or served upon the earlier of (i) receipt, (ii) one (1) Business Day following deposit with a nationally recognized overnight express courier, or (iii) two (2) Business Days following deposit in the United States certified or registered mail, postage prepaid, properly addressed and return receipt requested.

12.2Waiver. Each of the Members hereby irrevocably waives any and all rights, duties, obligations and benefits with respect to any action for partition of Company property or to compel any sale or appraisal thereof. Further, all rights, duties, benefits and obligations, including inventory and appraisal of the Company assets, provision for which is made in the laws of the State of Delaware, or an account of the operation of any other rule or law of any other jurisdiction to compel any sale or appraisal of Company assets, are hereby waived and dispensed with.

12.3Arbitration. Whenever this Agreement provides that a dispute shall be resolved by “Arbitration”, the dispute to be resolved will be adjudicated and resolved by binding arbitration in accordance with the then current expedited procedures provisions of the Construction Industry Arbitration Rules of the American Arbitration Association (“Arbitration”). No Member shall institute any arbitration proceedings unless, at least five (5) days prior thereto, such Member has furnished notice of intent to do so and a detailed statement as to the basis for such proceedings. The Arbitration will be held at the regional office of the American Arbitration Association located in New York City before a single arbitrator chosen from a panel of persons knowledgeable in the field of construction and development. If the parties fail to reach mutual agreement concerning the selection of the arbitrator within five (5) days after the proceeding is instituted, then the arbitrator shall be designated by the American Arbitration Association. The award, order or judgment pursuant to the Arbitration shall be final, nonappealable and binding upon the Members, and may be entered and enforced in any court of competent jurisdiction.

12.4Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them respecting the within subject matter. There are no agreements, arrangements or understandings, oral or written,

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between and among the parties hereto relating to the subject matter of this Agreement which are not set forth or expressly referred to herein or therein.

12.5Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

12.6Binding Nature. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Members and their successors and assigns.

12.7Invalidity. In the event that any provision of this Agreement shall be held to be invalid, the validity of the remaining provisions of the Agreement shall not in any way be affected thereby.

12.8Counterparts. This Agreement and any amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement or amendment, as the case may be, notwithstanding that all of the parties are not signatories to the original or the same counterpart, or that signature pages from different counterparts are combined, and the signature of any party to any counterpart may be deemed to be a signature to and may be appended to any other counterpart.

12.9Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

12.10Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa. References to days shall mean calendar days, not Business Days, unless otherwise specified; provided, however, that if the last day to perform any act under this Agreement falls on a day that is not a Business Day, the time for performance shall automatically be extended to 5:00 p.m. Eastern Standard Time on the following Business Day.

{Signatures on following page}

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IN WITNESS WHEREOF, the Members have duly executed this Agreement as of the date first above written.

ROUSE RPI TUPELO MALL, LLC, a Delaware limited liability company
By:/s/ Susan Elman       Name: Susan Elman       Title: Executive Vice President	Address: 1114 Avenue of the Americas, Suite 2800 New York, New York 10036 Attention: General Counsel With a copy to: Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Attention: Alan S. Weil, Esq.

[signatures continued on next page]

HOCKER
DAVID E. HOCKER, an individual
/s/ David E. Hocker
	Address:  c/o David Hocker & Associates  1901 Frederica Street  Owensboro, Kentucky 42301  Attention: Scott D. Hornaday, Esq.
	With a copy to:
	C. Christopher Trower
	3159 Rilman Road, N.W.
	Atlanta, Georgia  30327

ACTIVE 203377426v.6

[signatures continued on next page]

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CORP
TUP 430 PARTNERS, INC.
By:/s/ Susan Elman       Name: Susan Elman       Title: Executive Vice President	Address: 1114 Avenue of the Americas, Suite 2800 New York, New York 10036 Attention: General Counsel
	With a copy to:
	Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Attention: Alan S. Weil, Esq.

[signatures continued on next page]

ACTIVE 203377426v.6

EXHIBIT A

SUBSIDIARY

TUP 430 Company, LLC, a Delaware limited liability company

Exhibit A

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EXHIBIT B

PROPERTY

COMPANY ASSETS

1. Market Center at Barnes Crossing – Tupelo, Mississippi

Exhibit B

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EXHIBIT C

Form of Proposed Annual Budget

[See attached]

Exhibit C

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EXHIBIT D

Form of Tax Protection Agreement

[See attached]

Exhibit D

ACTIVE 203377426v.6

1.FORM OF TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of [•], by and among ROUSE PROPERTIES, INC., a Delaware corporation (the “REIT”), ROUSE PROPERTIES, LP (the “Partnership”), and each Protected Partner identified as a signatory on Schedule 2.1(a), as amended from time to time.

WHEREAS, the Partnership directly or indirectly owns certain assets that previously were owned by one or more Protected Partners and/or entities in which they owned an interest;

WHEREAS, the Protected Partners own limited partnership interests in the Partnership (“Units”) that were acquired by them as of the date hereof in exchange for interests, directly or indirectly, in assets now owned by the Partnership, including the Protected Properties (as hereinafter defined);

WHEREAS, if one or more of the Protected Properties (or interests therein) were to be sold or otherwise disposed of in a taxable transaction, the Protected Partners would be allocated gain for federal income tax purposes;

WHEREAS, the REIT, directly or indirectly controls the Partnership’s general partner;

WHEREAS, the parties desire to enter into this Agreement regarding certain tax matters related to Protected Properties and the tax positions of the Protected Partners, including their agreement regarding amounts that may be payable by the Partnership to the Protected Partners as a result of certain actions being taken by the Partnership regarding the disposition, directly or indirectly, of interests in the Protected Properties and certain debt obligations of the Partnership and its subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

•
DEFINITIONS

To the extent not otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Partnership Agreement (as defined below).

“Accounting Firm” has the meaning set forth in Section 4.2.

“Agreement” has the meaning set forth in the recitals.

“Closing Date” means the date hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

Exhibit E

ACTIVE 203377426v.6

“Consent” means the prior written consent to do the act or thing for which the consent is required or solicited, which consent may be executed by a duly authorized officer or agent of the party granting such consent.

“Credit Agreement” has the meaning set forth in Section 9.13.

“Deficit Restoration Obligation” or “DRO” means a written obligation by the Protected Partner to restore or repay any deficit balance in its “Capital Account” pursuant to the Partnership Agreement.

“Excess Payment” has the meaning set forth in Section 4.4.

“Guarantee Agreement” has the meaning set forth in Section 3.2.

“Guaranteed Amount” means the aggregate amount of each Guaranteed Debt that is guaranteed at any time by Partner Guarantors.

“Guaranteed Debt” means any loan existing, incurred (or assumed) by the Partnership or any of its Subsidiaries that is guaranteed in whole or in part by Partner Guarantors at any time after the Closing Date pursuant to Article 3 hereof.

“IRS” has the meaning set forth in Section 4.2.

“Minimum Liability Amount” means, for each Protected Partner, the amount set forth on Schedule 3.1 hereto next to such Protected Partner’s name, as amended from time to time.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations § 1.752-1(a)(2).

“Partner Guarantor” means a Protected Partner who has guaranteed any portion of a Guaranteed Debt. The Partner Guarantors and each Partner Guarantor’s dollar amount share of the Guaranteed Amount with respect to the Guaranteed Debt as of the Closing Date are set forth on Schedule 3.2 hereto, which may be amended from time to time.

“Partnership” means Rouse Properties, LP, a Delaware limited partnership.

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP, dated as of [__], 2014, and as the same may be further amended in accordance with the terms thereof.

“Partnership Interest Consideration” has the meaning set forth in Section 2.3.

“Protected Gain” shall mean the gain that would be allocable to and recognized by a Protected Partner under Section 704(c) of the Code (including, without limitation, the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership) in the event of the sale of a Protected Property in a fully taxable transaction (after taking into account any adjustments under

ACTIVE 203305734v.1

Section 743 of the Code, but excluding such Protected Partner’s corresponding share of “book gain,” if any, accruing after the Closing Date). The initial maximum amount of Protected Gain with respect to each Protected Partner shall be determined as if the Partnership sold a Protected Property in a fully taxable transaction on the Closing Date, for consideration equal to the Section 704(c) Value of such Protected Property on the Closing Date, and is set forth on Schedule 2.1(b) hereto. Gain that would be allocated to a Protected Partner upon a sale of a Protected Property that is “book gain” attributable either (i) to appreciation in the value of the Protected Properties following the Closing Date or (ii) to gain resulting from reductions in the “book value” of the Protected Property following the Closing Date would not be considered Protected Gain. (As used in this definition, “book gain” is any gain arising or accruing after the Closing Date that would not be required under Section 704(c) of the Code and the applicable regulations (including the regulations referenced upon under Section 704(b) of the Code in connection with revaluations of the assets of the Partners) to be specially allocated to the Protected Partners as a result of their indirect ownership of an interest in the Protected Property immediately prior to its (direct or indirect) acquisition by the Partnership.)

“Protected Partner” means those persons set forth on Schedule 2.1(a) hereto as “Protected Partners” and their permitted successors and assignees who acquire Units from a Protected Partner in a transaction in which gain or loss is not recognized in full and in which such transferee’s adjusted basis, as determined for federal income tax purposes, is determined in whole or in part by reference to the adjusted basis of a Protected Partner in such Units.

“Protected Property” means (i) each of the properties identified as a Protected Property on Schedule 2.1(b) hereto; (ii) a direct or indirect interest owned by the Partnership in any Subsidiary that owns an interest in a Protected Property, if the disposition of such interest would result in the recognition of Protected Gain with respect to a Protected Partner; and (iii) any other property that the Partnership directly or indirectly acquires that is in whole or in part a “substituted basis property” as defined in Section 7701(a)(42) of the Code with respect to a Protected Property or interest therein. For the avoidance of doubt, if any Protected Property is transferred to another entity in a transaction in which gain or loss is not recognized in full, and if the acquiring entity’s disposition of such Protected Property would cause the Protected Partners to recognize gain or loss as a result thereof, such Protected Property (including any interest in such entity acquired directly or indirectly by the Partnership in connection therewith) shall still be subject to this Agreement.

“Qualified Guarantee” has the meaning set forth in Section 3.2.

“Qualified Guarantee Indebtedness” has the meaning set forth in Section 3.2.

“REIT” means Rouse Properties, Inc., a Delaware corporation.

“Section 704(c) Value” means the fair market value of each Protected Property as of the Closing Date, as agreed to by the Partnership [and David E. Hocker] on behalf of the Protected Partners and as set forth next to each Protected Property on Schedule 2.1(b) hereto, as applicable. The Partnership shall initially carry each Protected Property on its books as of the Closing Date

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at a value equal to the Section 704(c) Value of such Protected Property determined as set forth above.

“Subsidiary” means any entity in which the Partnership owns a direct or indirect interest.

“Successor Partnership” has the meaning set forth in Section 2.2.

“Tax Protection Period” means the period commencing on the Closing Date (or, if later, August [__], 2017) and ending at 12:01 AM on August [__], 2024.

“Tax Claim” has the meaning set forth in Section 7.1

“Tax Proceeding” has the meaning set forth in Section 7.1.

“Units” means [___] units of limited partnership interest of the Partnership, as described in the Partnership Agreement.

•
DISPOSITIONS OF
PROTECTED PROPERTIES

Disposition of Protected Properties. The REIT and the Partnership agree for the benefit of each Protected Partner, for the term of the Tax Protection Period, that in the event that the Partnership, directly or indirectly sells, exchanges, transfers, or otherwise disposes of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain, the provisions of Article 4 shall apply and the Partnership shall make the payments to the Protected Partners provided for in Article 4.

Without limiting the foregoing, the term “sale, exchange, transfer or disposition” by the Partnership shall be deemed to include, and the rights of the Protected Partners with respect thereto under Article 4 shall extend to:

any direct or indirect disposition by a Subsidiary of any Protected Property or any interest therein;

any direct or indirect disposition by the Partnership of any Protected Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder (determined taking into account the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership);

any distribution by the Partnership to a Protected Partner that is subject to Section 737 of the Code and the Treasury Regulations thereunder; and

any merger or consolidation of the Partnership or a Subsidiary with or into another entity unless all of the conditions set forth in Section 2.3 below are met.

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Without limiting the foregoing, a disposition shall include any transfer, voluntary or involuntary, by the Partnership or a Subsidiary in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding.

Exceptions Where No Gain Recognized. Notwithstanding the restriction set forth in Section 2.1, the Partnership or a Subsidiary may dispose of any Protected Property (or any interest therein), and Article 4 shall not apply with respect thereto, if and to the extent that such disposition qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies as a “partnership” for federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, does not result (in the year of such disposition) in the recognition of any taxable income or gain to any Protected Partner with respect to any of the Units; provided, however, that:

in the case of a Section 1031 like-kind exchange, if such exchange is with a “related party” within the meaning of Section 1031(f)(3) of the Code, any direct or indirect disposition by such related party of the Protected Property or any other transaction prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(f)(1) to apply with respect to such Protected Property (including by reason of the application of Section 1031(f)(4)) shall be considered subject to Section 2.1 and Article 4; and

in the event that at the time of the exchange or other disposition the Protected Property is secured, directly or indirectly, by indebtedness that is guaranteed by a Protected Partner (or for which a Protected Partner otherwise has personal liability) and that is not then in default and the transferee is not a Subsidiary of the Partnership that both is more than 50% owned, directly or indirectly by the Partnership and is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), (a) either (I) such indebtedness shall be repaid in full or (II) the Partnership shall obtain from the lenders with respect to such indebtedness a full and complete release of liability for each of the Protected Partners that has guaranteed, or otherwise has liability for, such indebtedness, and (b) if such indebtedness is a Guaranteed Debt and the Tax Protection Period shall not have expired, the Partnership shall comply with its covenants set forth in Article 3 below with respect to such Guaranteed Debt and the Partner Guarantors that are considered to have liability for such Guaranteed Debt (determined under Section 3.4 treating such events as a repayment of the Guaranteed Debt).

Merger Transactions. Any merger or consolidation of the Partnership or any Subsidiary, whether or not the Partnership or Subsidiary is the surviving entity in such merger or consolidation, that results in a Protected Partner recognizing part or all of the Protected Gain shall be deemed to be a disposition of the Protected Properties for purposes of Section 2.1, and Article 4 shall fully apply, except as expressly provided in this Section 2.3.

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In the event of a merger or consolidation of the Partnership (or any Subsidiary) and a Successor Partnership that does not result in Protected Partners being required to recognize all of the Protected Gain, the Successor Partnership must have agreed in writing for the benefit of the Protected Partners that all of the restrictions contained in this Agreement shall continue to apply, including but not limited to, those with respect to each Protected Property, in order for such merger or consolidation not to be reconsidered to have resulted in the recognition by the Protected Partners of all of their Protected Gain as a result thereof.

This Section 2.3, Section 2.1 and Article 4 shall not apply to a voluntary, actual disposition by a Protected Partner of Units in connection with a merger or consolidation to which the Partnership or the REIT is a party and in connection with which all of the following requirements are satisfied:

the Protected Partner is offered either:

cash or property treated as “money” pursuant to Section 731 of the Code (“Cash Consideration”) or

partnership interests in a partnership that would be treated as the continuing partnership under the principles of Section 708 of the Code and the receipt of such partnership interests would not result in the recognition of gain for federal income tax purposes and which partnership interests have a fair value, per Unit, equal to the greater of (i) the value that the Protected Partner would have received on the date of such merger or consolidation had such Protected Partner chosen to exercise its redemption rights under Section 8.6 of the Partnership Agreement immediately prior to such date or (ii) the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation (“Partnership Interest Consideration”);

the Protected Partner has the ability to elect to receive solely Partnership Interest Consideration in exchange for his Units and the continuing partnership has agreed in writing to assume the obligations of the Partnership under this Agreement;

no Protected Gain is recognized by the Partnership as a result of any partner of the Partnership receiving Cash Consideration;

any Successor Partnership in such merger or consolidation shall have complied with the preceding paragraph of this Section 2.3; and

the Protected Partner elects to receive Cash Consideration.

In the event of a voluntary, actual disposition by a Protected Partner of Units in connection with a merger, consolidation or other transaction involving the Partnership that does not comply with the conditions in the prior paragraph, then Section 2.1 and Article 4 shall be considered to apply to such disposition.

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In addition, if (1) there is a merger, consolidation or other transaction involving the REIT that results in the shares of the REIT (or any successor to the REIT) not being considered to be traded on the New York Stock Exchange, and (2) there is an actual disposition by a Protected Partner of Units in connection with or immediately prior to such a merger, consolidation or other transaction (including through exercise of the “Redemption Right” provided for in the Partnership Agreement), then Section 2.1 and Article 4 shall be considered to apply to such disposition unless, immediately following such merger, consolidation or other transaction involving the REIT, the Units (or any partnership interests received in exchange therefor) held by the Protected Partner would be considered to have a fair value, per Unit (determined including rights to liquidity comparable to those provided under Section 8.6 of the Partnership Agreement), equal to the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation.

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ALLOCATION OF LIABILITIES; GUARANTEE OPPORTUNITY AND DEFICIT RESTORATION OBLIGATIONS

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner, at the Protected Partner’s option, the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to cause the amount of partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissible, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).

Qualified Guarantee Indebtedness and Qualified Guarantee; Treatment of Qualified Guarantee Indebtedness as Guaranteed Debt. In order for an offer by the Partnership of an opportunity to guarantee indebtedness to satisfy the requirements of this Article 3, (1) the indebtedness to be guaranteed must satisfy all of the conditions set forth in this Section 3.2 (indebtedness satisfying all such conditions is referred to as “Qualified Guarantee Indebtedness”); (2) the guarantee by the Partner Guarantors must be pursuant to a guarantee agreement in form and substance agreeable to the Partnership, the REIT and David E. Hocker (the “Guarantee Agreement”) that satisfies the conditions set forth in Sections 3.2(i) and (iii) (a “Qualified Guarantee”); (3) the amount of debt required to be guaranteed by the Partner Guarantor must not exceed the portion of the Guaranteed Amount for which a replacement guarantee is being offered; and (4) the debt

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to be guaranteed must be considered indebtedness of the Partnership for purposes of determining the adjusted tax basis of the interests of partners in the Partnership in their partnership interests. If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt and shall be subject to all of this Article 3. The conditions that must be satisfied at all times with respect to any additional or replacement Guaranteed Debt offered pursuant to this Article 3 hereof and the guarantees with respect thereto are as follows:

the maximum aggregate liability of each Partner Guarantor for all Guaranteed Debt shall be limited to the amount actually guaranteed by such Partner Guarantor;

the fair market value of the collateral against which the lender has recourse pursuant to the terms and conditions of the Guaranteed Debt, determined as of the time the guarantee is entered into by the Partner Guarantor (an independent appraisal relied upon by the lender in making the loan shall be conclusive evidence of such fair market value when the guarantee is being entered into in connection with the closing of such loan), shall not be less than 150% of the sum of (x) the aggregate of the Guaranteed Debt, plus (y) the dollar amount of any other indebtedness that is senior to or pari passu with the Guaranteed Debt and as to which the lender thereunder has recourse against property that is collateral of the Guaranteed Debt;

(A) the executed guarantee must be delivered to the lender; and (B) the execution of the guarantee by the Partner Guarantors must be acknowledged by the lender; and (C) the guarantee otherwise must be enforceable under the laws of the state governing the loan and in which the property securing the loan is located or in which the lender has a significant place of business (with any bona fide branch or office of the lender through which the loan is made, negotiated, or administered being deemed a “significant place of business” for the purposes hereof);

as to each Partner Guarantor that is executing a guarantee pursuant to this Agreement, there must be no other Person that would be considered to “bear the economic risk of loss,” within the meaning of Treasury Regulation § 1.752-2, or would be considered to be “at risk” for purposes of Section 465(b) with respect to that portion of such debt for which such Partner Guarantor is being made liable for purposes of satisfying the Partnership’s obligations to such Partner Guarantor under this Article 3; and

the obligor with respect to the Guaranteed Debt is the Partnership or an entity (A) which is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly-owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), and (B) in which the equity interest of the Partnership in both capital and profits is not less than 50%.

Covenant With Respect to Guaranteed Debt Collateral. The Partnership covenants with the Partner Guarantors with respect to the Guaranteed Debt that (A) it will comply with the

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requirements set forth in Section 2.2(b) upon any disposition of any collateral for a Guaranteed Debt, whether during or following the Tax Protection Period, and (B) it will not at any time, whether during or following the Tax Protection Period, pledge the collateral with respect to a Guaranteed Debt to secure any other indebtedness (unless such other indebtedness is, by its terms, subordinate in all respects to the Guaranteed Debt for which such collateral is security) or otherwise voluntarily dispose of or reduce the amount of such collateral unless either (i) after giving effect thereto the conditions in Section 3.2 would continue to be satisfied with respect to the Guaranteed Debt and the Guaranteed Debt otherwise would continue to be Qualified Guarantee Indebtedness, or (ii) the Partnership (A) obtains from the lender with respect to the original Guaranteed Debt a full and complete release of any Partner Guarantor unless the Partner Guarantor expressly requests that it not be released, and (B) if the Tax Protection Period has not expired, offers to each Partner Guarantor with respect to such original Guaranteed Debt, not less than 30 days prior to such pledge or disposition, the opportunity, at the option of the Protected Partner, either (1) to enter into a Qualified Guarantee of other Partnership indebtedness that constitutes Qualified Guarantee Indebtedness (with such replacement indebtedness thereafter being considered a Guaranteed Debt and subject to this Article 3) in an amount equal to the amount of such original Guaranteed Debt that was guaranteed by such Partner Guarantor or (2) to enter into a DRO in the amount of the original Guaranteed Debt that was guaranteed by such Partner Guarantor.

Repayment or Refinancing of Guaranteed Debt. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each Partner Guarantor would be entitled to include in its basis for its Units an amount of Guaranteed Debt equal to its Minimum Liability Amount, or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity, at the option of the Protected Partner, either (A) to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness or (B) to enter into a DRO, in either case in an amount sufficient so that, taking into account such guarantees of such other Qualified Guarantee Indebtedness or DRO, as applicable, each Partner Guarantor who guarantees such other Qualified Guarantee Indebtedness or enters into a DRO in the amount specified by the Partnership would be entitled to include in its adjusted tax basis for its Units debt equal to the Minimum Liability Amount for such Partner Guarantor.

Limitation on Additional Guarantees With Respect to Debt Secured by Collateral for Guaranteed Debt. The Partnership shall not offer the opportunity or make available to any person or entity other than a Protected Partner a guarantee of any Guaranteed Debt or other debt that is secured, directly or indirectly, by any collateral for Guaranteed Debt unless (i) any such other debt by its terms is subordinate in all respects to the Guaranteed Debt, and (ii) such other guarantees do not have the effect of reducing the amount of the Guaranteed Debt that is includible by any Partner Guarantor in its adjusted tax basis for its Units pursuant to Treasury Regulation § 1.752-2.

Process. Whenever the Partnership is required under this Article 3 to offer to one or more of the Partner Guarantors an opportunity, at the option of the Partner Guarantor, either to guarantee Qualified Guarantee Indebtedness or enter into a DRO, the Partnership shall be considered to

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have satisfied its obligation under this Article 3 if the other conditions in this Article 3 are satisfied and, not less than thirty (30) days prior to the date that such guarantee would be required to be executed in order to satisfy this Article 3, the Partnership sends by first class mail, return receipt requested, to the last known address of each such Partner Guarantor (as reflected in the records of the Partnership) (i) the Guarantee Agreement or a consent to DRO form, as applicable, to be executed and (ii) a brief letter setting forth (v) the relevant circumstances (including, as applicable, that the offer is being made pursuant to this Article 3, the circumstances giving rise to the offer, a brief summary of the terms of the Qualified Guarantee Indebtedness to be guaranteed (or, in the case of a DRO, the terms of the Partnership recourse debt), (w) a brief description of the collateral for the Qualified Guarantee Indebtedness, (x) a statement of the amount to be guaranteed (or the amount of the DRO), (y) the address to which the executed Guarantee Agreement (or consent to DRO form) must be sent and the date by which it must be received, and (z) a statement to the effect that, if the Protected Partner fails to execute and return such Guarantee Agreement (or consent to DRO form) within the time period specified, the Partner Guarantor thereafter would lose its rights under this Article 3 with respect to the amount of debt that the Partnership is required to offer to be guaranteed (or that would be subject to the DRO), and depending upon the Partner Guarantor’s circumstances and other circumstances related to the Partnership, the Partner Guarantor could be required to recognize taxable gain as a result thereof, either currently or prior to the expiration of the Tax Protection Period, that otherwise would have been deferred. If a notice is properly sent in accordance with this Section 3.6, the Partnership shall have no responsibility as a result of the failure of a Partner Guarantor either to receive such notice or to respond thereto within the specified time period.

Presumption as to Guarantee Agreement. A Guarantee Agreement that is (A) properly executed by the Partner Guarantor and the lender and (B) delivered to the lender shall be conclusively presumed to have caused the Guaranteed Debt to be considered allocable to the Guarantor Partner who enters into such Guarantee Agreement pursuant to Treasury Regulation § 1.752-2 and Section 465 of the Code so long as all of the following conditions are met with respect such Guaranteed Debt:

there are no other guarantees in effect with respect to such Guaranteed Debt (other than the guarantees contemporaneously being entered into by the Partner Guarantors pursuant to this Article 3 or that are otherwise permitted pursuant to Section 3.2);

the collateral securing such Guaranteed Debt is not, and shall not thereafter become, collateral for any other indebtedness that is senior to or pari passu with such Guaranteed Debt;

the lender with respect to such Guaranteed Debt is not the Partnership, any Subsidiary or other entity in which the Partnership owns a direct or indirect interest, the REIT, any other partner in the Partnership, or any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 or any person that would be considered a “related party” as determined for purposes of Section 465 of the Code; and

none of the REIT, nor any other partner in the Partnership, nor any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 shall have provided, or shall thereafter provide, collateral for, or otherwise shall have entered into, or

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shall thereafter enter into, a relationship that would cause such person or entity to be considered to bear the risk of loss with respect to such Guaranteed Debt, as determined for purposes of Treasury Regulation § 1.752-2 or that would cause such entity to be considered “at risk” with respect to such Guaranteed Debt, as determined for purposes of Section 465 of the Code.

Notwithstanding the foregoing, if, due to a change in tax law or regulation (including administrative interpretations thereof) after the date hereof, either the Partnership determines or a Protected Partner is advised by counsel, that there is a material risk that such Protected Partner may no longer continue to be allocated such Protected Partner’s Guaranteed Amount of a Guaranteed Debt, such Protected Partner may request a modification of such Guarantee Agreement and the Partnership will use its commercially reasonable efforts to work with the lender with respect to such Guaranteed Debt to have the Guarantee Agreement amended in a manner that will permit such Protected Partner to be allocated such Protected Partner’s Guaranteed Amount with respect to the Guaranteed Debt, or such Protected Partner, at its option shall be offered the opportunity to enter into a DRO, in an amount equal to such Guaranteed Amount so that the amount of Partnership liabilities allocated to such Protected Partner shall not decrease as a result of the change in law. For the avoidance of doubt, each Protected Partner hereby acknowledges and agrees that the Partnership shall not be treated as violating this Article 3 to the extent that, after such a change of tax law or regulation (including administrative interpretations thereof), the allocation of Partnership indebtedness for tax purposes to the Protected Partner may not be achieved due to the unwillingness of such Protected Partner either to provide a guarantee or similar instrument that complies with the new rules or interpretations (where both such guarantee or similar instrument and the indebtedness being guaranteed is otherwise consistent to the maximum extent permitted by such new rules or interpretations with the provisions of this Article 3) or to enter into a DRO pursuant to Section 3.8; provided, however, that the Partnership’s obligations as set forth in the last sentence of Section 3.1 shall continue to apply. Any cost and expenses incurred as a result of such a change in tax law or regulation (including administrative interpretations thereof) shall be borne equally by the Partnership on the one hand and the relevant Protected Partner on the other hand.

Deficit Restoration Obligation. In the event a Protected Partner has elected to enter into a DRO, the Partnership will maintain an amount of indebtedness of the Partnership that would be considered “recourse” indebtedness (determined for purposes of Section 752 of the Code and taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the General Partner) equal to or greater than the sum of the total amount of the DRO of all Protected Partners (plus, the total amount of the DRO, if any, of other partners in the Partnership). Except as required by a change in law or regulation (or administrative interpretations thereof), the deficit restoration obligation evidenced thereby shall be presumed to cause the Protected Partner to be allocated an amount of liabilities equal to the amount of the DRO of such Protected Partner for purposes of Sections 465 and 752 of the Code, provided that (1) the Partnership maintains an amount of debt that is considered “recourse” indebtedness (determined for purposes of Section 752 of the Code and taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the General Partner) equal to the aggregate amounts of the DRO of all partners of the Partnership and (2) all other terms and conditions of the Partnership Agreement with respect to such deficit restoration obligation are

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met. For the avoidance of doubt, the purpose of this Section 3.8 is not to require the Partnership to incur or increase the amount of “recourse” indebtedness, if any, to which the Protected Properties are subject, provided, however, that the Partnership maintains at the same time sufficient other “recourse” indebtedness to cover the aggregate amounts of the DRO of all partners of the Partnership.

Additional Guarantee and DRO Opportunities. Without limiting any of the other obligations of the Partnership under this Agreement, from and after the expiration of the Tax Protection Period, the Partnership shall, upon a request from a Protected Partner, use commercially reasonable efforts to permit such Protected Partner to enter into an agreement with the Partnership to bear the economic risk of loss as to a portion of the Partnership’s recourse indebtedness by undertaking an obligation to restore a portion of its negative capital account balance upon liquidation of such Protected Partner’s interest in the Partnership and/or to bear financial liability under a Guarantee Agreement for indebtedness that would be considered Qualifying Guarantee Indebtedness under Section 3.2 hereof, if such Protected Partner shall provide information from its professional tax advisor satisfactory to the Partnership showing that, in the absence of such agreement, such Protected Partner likely would not be allocated from the Partnership sufficient indebtedness under Section 752 of the Code and the at-risk provisions under Section 465 of the Code to avoid the recognition of gain (other than gain required to be recognized by reason of actual cash distributions from the Partnership). The Partnership and its professional tax advisors shall cooperate in good faith with such Protected Partner and its professional tax advisors to provide such information regarding the allocation of the Partnership liabilities and the nature of such liabilities as is reasonably necessary in order to determine the Protected Partner’s adjusted tax basis in its Units and at-risk amount. If the Partnership permits a Protected Partner to enter into an agreement under this Section 3.9, the Partnership shall be under no further obligation with respect thereto, and the Partnership shall not be required to indemnify such Protected Partner for any damage incurred, in connection with or as a result of such agreement or the indebtedness, including without limitation a refinancing or prepayment thereof or taking any of the other actions required by Article 3 hereof with respect to Qualified Indebtedness. This Section 3.9 shall not obligate the Partnership to incur additional indebtedness.

•
REMEDIES

Remedies. In the event that the Partnership engages in a transaction described in Section 2.1, 2.3 or 2.4 or the Partnership breaches its obligations set forth in Article 2 or Article 3 with respect to a Protected Partner, the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay, without duplication, to such Protected Partner as damages, an amount equal to:

in the case of a violation of Article 3, the aggregate federal, state and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) incurred by the Protected Partner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner by reason of such breach;

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in the case of a transaction described in Section 2.1, 2.3 or 2.4 or a violation of Article 2, the aggregate federal state, and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) incurred with respect the Protected Gain incurred with respect to the Protected Property that is allocable to such Protected Partner under the Partnership Agreement;

plusin the case of either (a) or (b), an additional amount equal to the aggregate federal, state, and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) payable by the Protected Partner as a result of the receipt of any payment required under this Section 4.1 (including any tax liability incurred as a result of such Protected Partner’s receipt of such indemnity payment).

For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner, (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner’s taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner to offset other income, gain or taxes of the Protected Partner, either in the current year, in earlier years, or in later years.

Process for Determining Payments Required Under this Article 4. If the Partnership or a Subsidiary engages in a transaction described in Sections 2.1, 2.3 or 2.4 or breached or violated any of the covenants set forth in Article 2 or Article 3 (or a Protected Partner asserts that the Partnership or a Subsidiary engaged in a transaction described in Sections 2.1, 2.3 or 2.4 or breached or violated any of the covenants set forth in Article 2 or Article 3), the Partnership and the Protected Partner agree to negotiate in good faith to resolve any disagreements regarding any such transaction, breach or violation and the amount of payments or damages, if any, payable to such Protected Partner under Section 4.1 (and to the extent applicable, Sections 4.4 and/or 4.5). If any such disagreement cannot be resolved by the Partnership and such Protected Partner within, as applicable, sixty (60) days after the receipt of notice from the Partnership of such transaction or breach pursuant to Section 4.3 and the amount of income to be recognized by reason thereof, (ii) 60 days after the receipt of a notice from the Protected Partner that the Partnership or a Subsidiary engaged in a transaction described in Sections 2.1, 2.3 or 2.4 or breached its obligations under this Agreement, which notice shall set forth the amount of income asserted to be recognized by the Protected Partner and the payment required to be made to such Protected Partner under Section 4.1 as a result of the transaction or breach, (iii) 10 days following the date that the Partnership notifies the Protected Partner of its intention to settle, compromise and/or concede any Tax Claim or Proceeding pursuant to Section 7.2, or (iv) 10 days following any final determination of any Tax Claim or Proceeding, the Partnership and the Protected Partner shall jointly retain a nationally recognized independent “Big Four” public accounting firm (an “Accounting Firm”) to act as an arbitrator to resolve as expeditiously

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as possible all points of any such disagreement (including, without limitation, whether a transaction described in Sections 2.1, 2.3 or 2.4 has occurred or a breach of any of the covenants set forth Article 2 or Article 3 has occurred and, if so, the amount of payment or damages to which the Protected Partner is entitled as a result thereof, determined as set forth in Section 4.1 (and to the extent applicable, Section 4.4). All determinations made by the Accounting Firm with respect to any transaction described in Sections 2.1, 2.3 or 2.4 or the resolution of any breach or violation of any of the covenants set forth in Article 2 or Article 3 and the amount of payments or damages payable to the Protected Partner under Section 4.1 (and to the extent applicable, Section 4.4) shall be final, conclusive and binding on the Partnership and the Protected Partner. The fees and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Partnership and the Protected Partner, provided that if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than five percent (5%) higher than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Partnership and if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is less than 95% of the amount than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Protected Partner.

In the case of any Tax Claim or Tax Proceeding that is resolved pursuant to a final determination or that is settled, compromised and/or conceded pursuant to Section 7.2, the amount of taxes due to the Internal Revenue Service (the “IRS”) or any other taxing authority shall, to the extent that such taxes relate to matters covered in this Agreement, be presumed to be an amount payable pursuant to this Agreement, and the amount payable pursuant to this Agreement shall be increased by any interest and penalties required to be paid by the Protected Partner with respect to such taxes (other than interest and penalties resulting from a failure of the Protected Partner to timely and properly file any tax return or to timely pay any tax, unless such failure resulted solely from the Protected Partner reporting and paying its taxes in a manner consistent with the Partnership) so that the amount of the payment under Section 4.1 shall not be less than the amount required to be paid to the IRS or any other taxing authority with respect to matters covered in this Agreement.

Required Notices; Time for Payment. In the event that there has been a transaction described in Sections 2.1, 2.3 or 2.4 or a breach of Article 2 or Article 3, the Partnership shall provide to the Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Schedule K-1’s to the Partnership’s federal income tax return as required in accordance with Section 7.4 below. All payments required under this Article 4 to any Protected Partner shall be made to such Protected Partner on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Partnership shall make a payment to the Protected Partner on or before the due date for such estimated tax payment and such payment

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from the partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner at such time. In the event of a payment required after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.

Additional Damages for Breaches of Section 2.2(b), Section 3.2 and/or Section 3.3. Notwithstanding any of the foregoing in this Article 4, in the event that the Partnership should breach any of its covenants set forth in Section 2.2(b) and Section 3.2(i), (ii) and/or (iii) and a Protected Partner is required to make a payment in respect of such indebtedness that it would not have had to make if such breach had not occurred (an “Excess Payment”), then, in addition to the damages provided for in the other Sections of this Article 4, the Partnership shall pay to such Protected Partner an amount equal to the sum of (i) the Excess Payment plus (ii) the aggregate federal, state and local income taxes, if any, computed or set forth in Section 4.1, required to be paid by such Protected Partner by reason of Section 4.4 becoming operative (for example, because the breach by the Partnership and this Section 4.4 caused all or any portion of the indebtedness in question no longer to be considered debt includible in basis by the affected Protected Partner pursuant to Treasury Regulations § 1.752-2(a)), plus (iii) an amount equal to the aggregate federal, state and local income taxes required to be paid by the Protected Partner (computed as set forth in Section 4.1) as a result of any payment required under this Section 4.4.

•
SECTION 704(C) METHOD AND ALLOCATIONS

Application of “Traditional Method.” Notwithstanding any provision of the Partnership Agreement, the Partnership shall use the “traditional method” under Regulations § 1.704-3(b) for purposes of making all allocations under Section 704(c) of the Code, including, without limitation, allocations required in connection with the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and -(b)(4)(i) as a result of revaluations of assets of the Partnership (with no “curative allocations” to offset the effects of the “ceiling rule,” including upon any sale of a Protected Property).

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ALLOCATIONS OF LIABILITIES PURSUANT TO REGULATIONS UNDER SECTION 752

Allocation Methods to be Followed. Except as provided in Section 6.2, all tax returns prepared by the Partnership with respect to the Tax Protection Period (and to the extent arrangements have been entered into pursuant to Section 3.9, for so long thereafter as such arrangements are in effect) that allocate liabilities of the Partnership for purposes of Section 752 and the Treasury Regulations thereunder shall treat each Partner Guarantor as being allocated for federal income tax purposes an amount of recourse debt (in addition to any nonrecourse debt otherwise allocable to such Partner Guarantor in accordance with the Partnership Agreement and Treasury Regulations § 1.752-3) pursuant to Treasury Regulation § 1.752-2 equal to such Partner Guarantor’s Minimum Liability Amount, as set forth on Schedule 3.1 hereto and as may be

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reduced pursuant to the terms of this Agreement, and the Partnership and the REIT shall not, during or with respect to the Tax Protection Period, take any contrary or inconsistent position in any federal or state income tax returns (including, without limitation, information returns, such as IRS Forms K-1, provided to partners in the Partnership and returns of Subsidiaries of the Partnership) or any dealings involving the IRS (including, without limitation, any audit, administrative appeal or any judicial proceeding involving the income tax returns of the Partnership or the tax treatment of any holder of partnership interests the Partnership).

Exception to Required Allocation Method. Notwithstanding the provisions of this Agreement, the Partnership shall not be required to make allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement if and to the extent that the Partnership determines in good faith, based upon the advice of counsel recognized as expert in such matters or a nationally recognized public accounting firm, that it is not at least “more likely than not” that such allocation would be sustained upon review in a court having jurisdiction over such matters or that there has been a judicial determination in a proceeding to which the Partnership is a party and as to which the Protected Partners have been allowed to participate as and to the extent contemplated in Article 7 to the effect that such allocations are not correct. In no event shall this Section 6.2 be construed to relieve the Partnership from any liability arising from a failure by the Partnership to comply with one or more of the provisions of Article 3 of this Agreement.

Cooperation in the Event of a Required Change. If a change in the Partnership’s allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners is required by reason of circumstances described in Section 6.2, the Partnership and its professional tax advisors shall cooperate in good faith with each Protected Partner (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the Protected Partners in the manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement.

•
TAX PROCEEDINGS

Notice of Tax Audits. If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made with respect to taxes or tax calculations against the Protected Partners or the Partnership that could result in liability under this Agreement (“Tax Claim”) or if the REIT or the Partnership receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding (“Tax Proceeding”) the resolution of which could result in liability under this Agreement, then the REIT or the Partnership, as applicable shall promptly (but in no event later than 20 business days after receipt of such notice) notify the Protected Partners of such Tax Claim or Tax Proceeding. In the case of a notification of a Tax Claim or Tax Proceeding received by any Protected Partner, or any notice of any current or future audit, examination, investigation or other proceeding received by a Protected Partner that involves or could involve a matter covered in this Agreement, the

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Protected Partner shall promptly notify the Partnership of such Tax Claim, Tax Proceeding, or other notice, but in no event later than 20 business days after receipt of such notice.

Control of Tax Proceedings. The REIT, as the sole owner of the general partner of the Partnership shall have the right to control the defense, settlement or compromise of any Tax Proceeding or Tax Claim; provided, however, that the REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding that could result in tax liability to a Protected Partner without the prior written consent of the Protected Partner which shall not be unreasonably conditioned, delayed or denied (and shall not be denied to the extent that any taxes required to be paid by the Protected Partners as a result thereof would be required to be reimbursed by the Partnership and the REIT under Article 4 and the Partnership and the REIT agree in connection with such settlement or consent, to make such required payments); providedfurther that the Partnership shall keep the Protected Partners duly informed of the progress thereof to the extent that such Tax Proceeding or Tax Claim could, directly or indirectly, affect (adversely or otherwise) the Protected Partners and that the Protected Partners shall have the right to review and comment on any and all submissions made to the IRS, a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that the Partnership will consider such comments in good faith. The Protected Partners shall have the right to participate in any such Tax Proceeding or Tax Claim at their own expense.

Timing of Tax Returns; Periodic Tax Information. The Partnership shall cause to be delivered to each Protected Partner, as soon as practicable each year, the IRS Forms K-1 that the Partnership is required to deliver to such Protected Partners with respect to the prior taxable year. In addition, the Partnership agrees to provide to the Protected Partners, upon request, an estimate of the taxable income expected to be allocable for a specified taxable year from the Partnership to each Protected Partner and the entities that they control, provided that such estimates shall not be required to be provided more frequently than once each calendar quarter.

•
AMENDMENT OF THIS AGREEMENT; WAIVER OF CERTAIN PROVISIONS; APPROVAL OF CERTAIN TRANSACTIONS

Amendment. This Agreement may not be amended, directly or indirectly (including by reason of a merger between the Partnership and another entity) except by a written instrument signed by both the REIT, as general partner of the Partnership, and each of the Protected Partners.

Waiver. Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in its sole discretion, may waive the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 4 hereof. Such a waiver shall be effective only if obtained in writing from the affected Protected Partner.

•
MISCELLANEOUS

Additional Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and

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filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

Assignment. No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners and their respective successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership, and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder. The REIT and the Partnership covenant with and for the benefit of the Protected Partners not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

Modification; Waiver. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

Representations and Warranties Regarding Authority; Noncontravention.

Representations and Warranties of the REIT and the Partnership. Each of the REIT and the Partnership has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency

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laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to the REIT and/or the Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially adversely affect the performance by the Partnership and the REIT of their obligations hereunder.

Representations and Warranties of the Protected Partners. Each of the Protected Partners has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the Protected Partners and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the Protected Partners. This Agreement has been duly executed and delivered by each of the Protected Partners and constitutes a valid and binding obligation of each of the Protected Partners.

Captions. The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address):

if to the Partnership or the REIT, to:

c/o Rouse Properties, Inc.
1114 Avenue of the Americas, Suite 2800
New York, NY 10110
Attention: General Counsel

if to a Protected Partner, to the address on file with the Partnership.

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

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Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

Governing Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of [Delaware], without regard to the choice of law provisions thereof.

Consent to Jurisdiction; Enforceability.

This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of the State of []. For such purpose, each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.

Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Severability. If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

[Costs of Disputes. Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the prevailing party or parties in connection with resolving such dispute.]

Subordination to Payments Under Credit Agreement. In the event that under the [any current credit agreement of the Partnership, by and among the Partnership, [bank], and the other lenders that are or become parties thereto (the “Credit Agreement”), [the “obligations” (as defined in the Credit Agreement)] of the Partnership shall have been accelerated pursuant to Section [__] of the Credit Agreement, the rights of the Protected Partners to any further payments under this Agreement shall be subordinated to the prior payment in full of the [“obligations”] of the Partnership that have been accelerated.

[Signature page follows.]

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IN WITNESS WHEREOF, the REIT, the Partnership, and the Protected Partners have caused this Agreement to be signed by their respective officers (or general partners) thereunto duly authorized all as of the date first written above.

ROUSE PROPERTIES, INC.
a Delaware corporation

By:

Name:
Title:

ROUSE PROPERTIES, LP
a Delaware limited partnership

By: ROUSE GP, LLC,
its sole General Partner

By:    ROUSE PROPERTIES, INC, its sole owner
Name:
Title:David E. Hocker, for himself and on behalf
of all other Protected Partners:

SCHEDULES AND EXHIBITS TO THE TAX PROTECTION AGREEMENT

Schedule 2.1(a) List of Protected Partners

Schedule 2.1(b) Protected Properties and Estimated Initial Protected Gain for Protected Partners

Schedule 3.1 Minimum Liability Amount

Schedule 3.2 Partner Guarantors and Guaranteed Debt

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SCHEDULE 2.1(a)

LIST OF PROTECTED PARTNERS

[David E. Hocker]

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SCHEDULE 2.1(b)

PROTECTED PROPERTIES AND ESTIMATED INITIAL PROTECTED GAIN FOR PROTECTED PARTNERS

PROTECTED PARTNER	PROTECTED PROPERTY	SECTION 704(C) VALUE
[David E. Hocker]

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SCHEDULE 3.1

MINIMUM LIABILITY AMOUNT

PROTECTED PARTNER	MINIMUM LIABILITY AMOUNT
[David E. Hocker]

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SCHEDULE 3.2

PARTNER GUARANTORS AND GUARANTEED DEBT

PARTNER GUARANTOR	DOLLAR AMOUNT SHARE OF THE GUARANTEED AMOUNT
[David E. Hocker]

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EXHIBIT E

2-Year Capital Plan

[See attached]

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EXHIBIT F

5-Year Capital Plan

[See attached]

Exhibit F

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APPENDIX A

TAX MATTERS

This Appendix is attached to and is a part of the Limited Liability Company Agreement of TUP 130 Parent, LLC (the “Company”). The provisions of this Appendix are intended to comply with the requirements of Treas. Reg. Section 1.704-1(b) (2) (iv) and Treas. Reg. Section 1.704-2 with respect to maintenance of capital accounts and allocations, and shall be interpreted and applied accordingly.

DEFINITIONS

1.01Definitions. For purposes of this Appendix, the capitalized terms listed below shall have the meanings indicated. Capitalized terms not listed below and not otherwise defined in this Appendix shall have the meanings specified in the Agreement.

“Account Reduction Item” means (i) any adjustment described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (4); (ii) any allocation described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (5), other than a Nonrecourse Deduction or a Member Nonrecourse Deduction; or (iii) any distribution described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (6), other than a Nonrecourse Distribution or a Member Nonrecourse Distribution .

“Adjusted Capital Account Balance” means a Member’s Capital Account balance increased by the sum of (i) such Member’s share of Company Minimum Gain and (ii) such Member’s share of Member Nonrecourse Debt Minimum Gain.

“Adjusted Fair Market Value” of an item of Company property means the greater of (i) the fair market value of such property as determined by the Managing Member or (ii) the amount of any non-recourse indebtedness to which such property is subject within the meaning of Section 7701(g) of the Code.

“Book” means the method of accounting prescribed for compliance with the capital account maintenance rules set forth in Treas. Reg. Section 1.704-1(b) (2) (iv) as reflected in Articles II and III of this Appendix, as distinguished from any accounting method which the Company may adopt for other purposes such as financial reporting.

“Book Value” means, with respect to any item of Company property, the book value of such property within the meaning of Treas. Reg. Section 1.704-1(b) (2) (iv) (g) (3).

“Capital Account” means the capital account of a Member maintained in accordance with Article III of this Appendix.

“Code” means the Internal Revenue Code of 1986, as amended. References to specific Sections of the Code shall be deemed to include references to corresponding provision of succeeding internal revenue law.

APPENDIX A-1

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“Company Minimum Gain” means partnership minimum gain determined pursuant to Treas. Reg. Section 1.704-2(d).

“Excess Deficit Balance” means the amount, if any, by which the balance in a Member’s Capital Account as of the end of the relevant taxable year is more negative than the amount, if any, of such negative balance that such Member is treated as obligated to restore to the Company pursuant to Treas. Reg. Section 1.704-1(b) (2) (ii) (c), Treas. Reg. Section 1.704-1(b) (2) (ii) (h), Treas. Reg. Section 1.704-2(g) (1), or Treas. Reg. Section 1.704-2(i) (5). Solely for purposes of computing a Member’s Excess Deficit Balance, such Member’s Capital Account shall be reduced by the amount of any Account Reduction Items that are reasonably expected as of the end of such taxable year.

“Excess Nonrecourse Liabilities” means excess non-recourse liabilities within the meaning of Treas. Reg. Section 1.752-3(a) (3).

“Exculpatory Liability” means a liability that is recourse to the Company as an entity, and for which no Member or Related Person bears the economic risk of loss under Treas. Reg. Section 1.752-2.

“Member Nonrecourse Debt” means any liability of the Company to the extent that (i) the liability is non-recourse for purposes of Treas. Reg. Section 1.1001-2 and (ii) a Member or a Related Person bears the economic risk of loss under Treas. Reg. Section 1.752-2.

“Member Nonrecourse Debt Minimum Gain” means minimum gain attributable to Member Nonrecourse Debt pursuant to Treas. Reg. Section 1.704-2(i)(2).

“Member Nonrecourse Deduction” means any item of Book loss or deduction that is attributable to a Member Nonrecourse Debt pursuant to Treas. Reg. Section 1.704-2(i).

“Member Nonrecourse Distribution” means a distribution to a Member that is allocable to a net increase in such Member’s share of Member Nonrecourse Debt Minimum Gain pursuant to Treas. Reg. Section 1.704-2(i)(6).

“Nonrecourse Deduction” means a non-recourse deduction determined pursuant to Treas. Reg. Section 1.704-2(c).

“Nonrecourse Distribution” means a distribution to a Member that is allocable to a net increase in Company Minimum Gain pursuant to Treas. Reg. Section 1.704-2(h)(2).

“Partially Adjusted Capital Account” means, as to each Member as of the end of the applicable period for which the calculation is to be made, the Capital Account of such Member as of the beginning of the applicable period, adjusted as provided for elsewhere in this Agreement for all contributions and all distributions made as to the period ending on the last day of the applicable period and for any allocations to be made for the applicable period pursuant to Sections 3.02, 3.03, 3.04(a), and 3.04(b) of Article III of Appendix A, but before making any allocations pursuant to Section 5.1.

APPENDIX A-2

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“Regulatory Allocation” means (i) any allocation made pursuant to Section 3.04(a) to the extent that such allocation is attributable to a prior distribution that is treated as a Nonrecourse Distribution (after taking into account Section 5.03(a); (ii) any allocation made pursuant to Section 3.04(b) to the extent that such allocation is attributable to a prior distribution that is treated as a Member Nonrecourse Distribution (after taking into account Section 5.02(b); (iii) any reallocation made pursuant to Section 3.04(d) or (e); or (iv) any allocation or reallocation made pursuant to Section 3.05.

“Related Person” means, with respect to a Member, a person that is related to such Member pursuant to Treas. Reg. Section 1.752-4(b).

“Revaluation Event” means (i) a liquidation of the Company (within the meaning of Treas. Reg. Section 1.704-1(b) (2) (ii) (g); or (ii) a contribution of more than a de minimis amount of money or other property to the Company by a new or existing Member or a distribution of more than a de minimis amount of money or other property to a retiring or continuing Member where such contribution or distribution alters the Percentage Share of any Member.

“Section 705(a) (2) (B) Expenditures” means non-deductible expenditures of the Company that are described in Section 705(a) (2) (B) of the Code, and organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as expenditures described in Section 705(a) (2) (B) of the Code pursuant to Treas. Reg. Section 1.704-1(b) (2) (iv) (i).

“Section 751 Property” means unrealized receivables and substantially appreciated inventory items within the meaning of Treas. Reg. Section 1.751-1(a) (1).

“Target Balance” means, as to each Member, as of the end of the applicable period for which the calculation is to be made, a balance in such Member‘s Capital Account equal to the amount such Member would receive in liquidation of the Company if all the assets of the Company were sold (on the last day of the applicable period) for their respective Book Values and the proceeds of such sale, including any cash on hand, were applied pursuant to Section 7.2(b) (herein referred to as a “Hypothetical Liquidation Event”), said balance then reduced by the amount of income, and gain, or items thereof, that would be allocated to such Member pursuant to Sections 3.04(a) and 3.04(b) of Article III of Appendix A upon the occurrence of a Hypothetical Liquidation Event and further reduced by the amount (if any) such Member would be required to contribute to the Company. In addition, in calculating a Hypothetical Liquidation Event the effect of satisfaction of any liabilities of the Company which are either Nonrecourse Liabilities or Partner Nonrecourse Debt, such liability satisfaction shall be limited to the Book Value of the assets securing each such liability.

“Tax Basis” means, with respect to any item of Company property, the adjusted basis of such property as determined in accordance with the Code.

APPENDIX A-3

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“Treasury Regulation” or “Treas. Reg.” means the temporary or final regulation(s) promulgated pursuant to the Code by the U.S. Department of the Treasury, as amended, and any successor regulation(s).

ARTICLE IICAPITAL ACCOUNTS

2.01Maintenance. (a) A Capital Account shall be maintained for each Member in accordance with this Article II.

(b)Each Member’s Capital Account shall from time to time be increased by:

(i)the amount of money contributed by such Member to the Company including the amount of any Company liabilities which the Member assumes (within the meaning of Treas. Reg. Section 1.704-1(b)(2)(iv)(c), but excluding liabilities assumed in connection with the distribution of Company property and excluding increases other changes in such Member’s share of Company liabilities pursuant to Section 752 of the Code);

(ii)the fair market value of property contributed by such Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to pursuant to Section 752 of the Code);

(iii)allocations to such Member of Company Book income and gain (or the amount of any item or items of income or gain included therein);

(iv)upon the revaluation of Company property pursuant to Section 2.02(a), the Book gain (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value as of the date of such revaluation; and

(v)upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 2.02(a), the Book gain (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution.

(c)Each Member’s Capital Account shall from time to time be reduced by:

(i)the amount of money distributed to such Member by the Company (including the amount of such Member’s individual liabilities for which the Company becomes liable but excluding liabilities assumed in connection with the contribution of property to the Company and excluding other changes in such Member’s share of Company liabilities pursuant to Section 752 of the Code);

APPENDIX A-4

ACTIVE 203377426v.6

(ii)the fair market value of property distributed to such Member by the Company(net of any liabilities secured by such property that such Member is considered to assume or take subject to pursuant to Section 752 of the Code);

(iii)allocations to such Member of Company Book loss and deduction (or items thereof);

(iv)upon the revaluation of Company property pursuant to Section 2.02(a), the Book loss (if any) that would have been allocated to such Member is such Company property had been sold at its Adjusted Fair Market Value as of the date of such revaluation; and

(v)upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 2.02(a), the Book loss (if any) that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution.

(d)The Company shall make such other adjustments to the Capital Accounts of the Members as are necessary to comply with the provision of Treas. Reg. Section 1.704-1(b) (2) (iv).

2.02Revaluation of Company Property.

(a)Upon the occurrence of a Revaluation Event, all Company property (whether tangible or intangible) shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to the Revaluation Event, and the Capital Accounts of the Members shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(f). If the Company owns property that is an interest in an entity treated as a partnership for federal income tax purposes, such entity shall not itself be subject to a revaluation of its property by reason of a Revaluation Event at the Company level.

(b)Upon the dissolution of the Company or the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution.

2.03Transfers of Interests.

(a)Upon the transfer of a Member’s entire interest in the Company, the Capital Account of such Member shall carry over to the transferee.

(b)Upon the transfer of a portion of a Member’s interest in the Company, the portion of such Member’s Capital Account attributable to the transferred portion shall carry over to the transferee. In the event that the document effecting such transfer specifies the portion of such Member’s Capital Account to be transferred, such portion shall be deemed to be the portion attributable to the transferred portion of such Member’s for purposes of this Section 2.04(b).

APPENDIX A-5

ACTIVE 203377426v.6

ARTICLE IIIALLOCATION OF BOOK INCOME AND LOSS

3.01Book Income and Loss.

(c)The Book income or loss of the Company for purposes of determining allocations to the Capital Accounts of the Members shall be determined in the same manner as the determination of the Company’s taxable income, except that (i) items that are required by Section 703(a) (1) of the Code to be separately stated shall be included; (ii) items of income that are exempt from inclusion in gross income for federal income tax purposes shall be treated as Book income, and related deductions that are disallowed under Section 265 of the Code shall be treated as Book deductions; (iii) Section 705(a) (2) (B) Expenditures shall be treated as deductions; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for federal income tax purposes by reference to the Tax Basis of an item of Company property shall be determined by reference to the Book Value of such item of property; and (v) the effects of upward and downward revaluations of Company property pursuant to Section 2.02 shall be treated as gain or loss respectively from the sale of such property.

(d)In the event that the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion, or amortization for a period with respect to such property shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property. If the Tax Basis of such property is zero, the Book depreciation, depletion, or amortization with respect to such property shall be computed by using a method consistent with the requirements of the Treas. Reg. Section 1.704-1(b)(2)(iv).

(e)Allocations to the Capital Accounts of the Members shall be based on the Book income or loss of the Company as determined pursuant to this Section 3.01. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.

(f)For purposes of applying Section 5.1 of the Agreement, Book income and gain and Book loss and deduction shall not include items allocated pursuant to Sections 3.02, 3.03, 3.04(a) and 3.04(b) of this Article III, Appendix A.

3.02Allocation of Nonrecourse Deductions. Notwithstanding any other provisions of the Agreement, Nonrecourse Deductions shall be allocated among the Members in accordance with the Members’ Percentage Shares.

3.03Allocation of Member Nonrecourse Deductions. Notwithstanding any other provisions of the Agreement, any item of Member Nonrecourse Deduction with respect to a Member Nonrecourse Debt shall be allocated to the Member or Members who bear the economic risk loss for such Member Nonrecourse Debt in accordance with Treas. Reg. Section 1.704-2(i).

APPENDIX A-6

ACTIVE 203377426v.6

3.04Chargebacks of Income and Gain. Notwithstanding any other provisions of the Agreement:

(a)Company Minimum Gain. In the event that there is a net decrease in Company Minimum Gain for a taxable year of the Company, then before any other allocations are made for such taxable year, each Member shall be allocated items of Book income and gain for such year (and, if necessary, for subsequent years) to the extent required by Treas. Reg. Section 1.704-2(f).

(b)Member Nonrecourse Debt Minimum Gain. In the event that there is a net decrease in Member Nonrecourse Debt Minimum Gain for a taxable year of the Company, then after taking into account allocations pursuant to paragraph (a) immediately preceding, but before any other allocations are made for such taxable year, each Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such year shall be allocated items of Book income and gain for such year (and, if necessary, for subsequent years) to the extent required by Treas. Reg. Section 1.704-2(i) (4).

(c)Application for Waiver. In the event that the Company determines that the application of the provision of Section 3.04(a) or Section 3.04(b) would cause a distortion in the economic arrangement among the Members, the Managing Member may, on behalf of the Company, request a waiver of the application of either or both of such provisions pursuant to Treas. Reg. Section 1.704-2(f) (4) or Treas. Reg. Section 1.704-2(i) (4).

(d)Qualified Income Offset. In the event that any Member unexpectedly receives any Account Reduction Item that results in an Excess Deficit Balance at the end of any taxable year after taking into account all other allocations and adjustments under this Agreement other than allocations under Section 3.04(e), then items of Book income and gain for such year (and, if necessary, for subsequent years) will be reallocated to each such Member in the amount and in the proportions needed to eliminate such Excess Deficit Balance as quickly as possible.

(e)Gross Income Allocation. If, at the end of any taxable year, the Capital Accounts of any Members have Excess Deficit Balances after taking into account all other allocations and adjustments under this Agreement, then items of Book income and gain for such year will be reallocated to such Members in the amount and in the proportions needed to eliminate such Excess Deficit Balances as quickly as possible.

3.05Reallocation to Avoid Excess Deficit Balances. Notwithstanding any other provisions of the Agreement, no Book loss or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Excess Deficit Balance in the Capital Account of such Member. Such Book loss or deduction shall be reallocated away from such Member and to the other Members in accordance with the Agreement, but only to the extent that such reallocation would not cause or increase Excess Deficit Balances in the Capital Accounts of such other Members.

3.06Corrective Allocation. Subject to the provisions of Sections 3.02, 3.03, 3.04, and 3.05, but notwithstanding any other provision of the Agreement, in the event that any Regulatory Allocation is made pursuant to this Appendix for any taxable year, then remaining Book items for such year (and, if necessary, Book items for subsequent years) shall be allocated or reallocated in

APPENDIX A-7

ACTIVE 203377426v.6

such amounts and proportions as are appropriate to restore the Adjusted Capital Account Balances of the Members to the position in which such Adjusted Capital Account Balances would have been if such Regulatory Allocation had not been made (taking into account expected future Regulatory Allocations in such determination).

3.07Other Allocations.

(a)If during any taxable year of the Company there is a change in any Member’s interest in the Company, allocations of Book income or loss for such taxable year shall take into account the varying interests of the Members in the Company in a manner consistent with the requirements of Section 706 of the Code.

(b)If and to the extent that any distribution of Section 751 Property to a Member in exchange for property other than Section 751 Property is treated as a sale or exchange of such Section 751 Property by the Company pursuant to Treas. Reg. Section 1.751-1(b) (2), any Book gain or loss attributable to such deemed sale or exchange shall be allocated only to Members other than the distributee Member.

ARTICLE IVALLOCATION OF TAX ITEMS

4.01In General. Except as otherwise provided in this Article IV, all items of income, gain, loss, and deduction shall be allocated among the Members for federal income tax purposes in proportion to the corresponding allocation (if any) for Book purposes pursuant to Section 5.1 or Article III of Appendix A of the Agreement.

4.02Section 704(c) Allocations. In the event that the Book Value of an item of Company property differs from its Tax Basis, allocations of depreciation, depletion, amortization, gain, and loss with respect to such property will be made for federal income tax purposes in a manner that takes account of the variation between the Tax Basis and Book Value of such property in accordance with Section 704(c) (1) (A) of the Code and Treas. Reg. Section 1.704-1(b) (4) (i). The Managing Member shall have discretion to determine the appropriate method for making such allocations

4.03Tax Credit. Tax credits shall be allocated among the Members in accordance with Treas. Reg. Section 1.704-1(b) (4) (ii).

ARTICLE VOTHER TAX MATTERS

5.01Excess Nonrecourse Liabilities. For the purpose of determining the Members’ shares of the Company’s Excess Nonrecourse Liabilities pursuant to Treas. Reg. Sections 1.752-3(a) (3) and 1.707-5(a) (2) (ii), and solely for such purpose, the Company will first allocate Excess Nonrecourse Liabilities to each Member to the extent of, and in proportion to, each Member’s respective Code Section 704(c) gain not otherwise taken into account under Treas. Reg.

APPENDIX A-8

ACTIVE 203377426v.6

Section 1.752-3(a)(2). Any remaining Excess Nonrecourse Liabilities will be allocated among the Members in accordance with their respective Percentage Shares.

5.02Exculpatory Liabilities. The Company may (a) treat deductions attributable to Exculpatory Liabilities as deductions that are not Nonrecourse Deductions, and (b) disregard Exculpatory Liabilities in the determination of Company Minimum Gain.

5.03Treatment of Certain Distributions.

(a)In the event that (i) the Company makes a distribution that would (but for this Subsection (a)) be treated as a Nonrecourse Distribution; and (ii) such distribution does not cause or increase a deficit balance in the Capital Account of the Member receiving such distribution as of the end of the Company’s taxable year in which such distribution occurs; then the Company may treat such distribution as not constituting a Nonrecourse Distribution to the extent permitted by Treas. Reg. Section 1.704-2(h)(3).

(b)In the event that (i) the Company makes a distribution that would (but for this Subsection (b)) be treated as a Member Nonrecourse Distribution; and (ii) such distribution does not cause or increase a deficit balance in the Capital Account of the Member receiving such distribution as of the end of the Company’s taxable year in which such distribution occurs; then the Company may treat such distribution as not constituting a Member Nonrecourse Distribution to the extent permitted by Treas. Reg. Section 1.704-2(i)(6).

5.04Reduction of Basis. In the event that a Member’s interest in the Company may be treated in whole or in part as depreciable property for purposes of reducing such Member’s basis in such interest pursuant to Section 1017(b)(3)(C) of the Code, the Company shall, upon the request of such Member, make a corresponding reduction in the basis of its depreciable property with respect to such Member. Such request shall be submitted to the Company in writing, and shall include such information as may be reasonably required in order to effect such reduction in basis.

5.05Partnerships. At the request of any Member, the Company will make, to the extent not already in effect, an election under Section 754 of the Code to the extent permitted thereunder. Any Member that is a partnership (or that is treated as a partnership for federal income tax purposes) shall promptly notify the Company in writing upon any of the following occurrences:

(c)any event, such as a sale or exchange of an interest in such Member, that will result in an adjustment to the basis of the assets of such Member under Section 743(b) of the Code pursuant to an election under Section 754 of the Code;

(d)any event, such as a distribution of cash or other property by such Member, that will result in an adjustment to the basis of such Member’s assets under Section 734(b) of the Code pursuant to an election under Section 754 of the Code; or

(e)any event that will result in the termination of such Member as a partnership pursuant to Section 708(b) (1) (B) of the Code.

APPENDIX A-9

ACTIVE 203377426v.6

* * * * * * * * * * * * * *

APPENDIX A-10

ACTIVE 203377426v.6

SCHEDULE I

PERCENTAGE SHARES AND CAPITAL CONTRIBUTIONS

Member’s Name	Initial Capital Contributions	Percentage Share
RPI Tupelo 430 Crossing, LLC	$4,249,150	49.99%
TUP 430 Partners, Inc.	$850,000	1.00%
David Hocker	$4,165,850	49.01%

Schedule I

ACTIVE 203377426v.6

SCHEDULE II

AFFILIATED TRANSACTIONS

• The Management Agreement

• The Consulting Agreement

Schedule II

ACTIVE 203377426v.6

EX-21.1

	Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
Subsidiary Name	State or Other Jurisdiction of Incorporation or Organization
Animas Valley Mall, LLC	Delaware
Bay Shore GP, LLC	Delaware
Bay Shore Mall, LP	Delaware
Birchwood Mall, LLC	Delaware
Boulevard Mall, LLC	Delaware
Cache Valley, LLC	Delaware
Chula Vista Center, LP	Delaware
Chula Vista GP, LLC	Delaware
Collin Creek Anchor Acquisition, LLC	Delaware
Collin Creek Mall, LLC	Delaware
Colony Square Mall L.L.C.	Delaware
GGP Loan Acquisition, LLC	Delaware
GGP-Gateway Mall L.L.C.	Delaware
Grand Traverse Mall, LLC	Delaware
Knollwood Mall, LLC	Delaware
Lakeland Square Anchor Acquisition, LLC	Delaware
Lakeland Square Mall, LLC	Delaware
Lansing Anchor Acquisition, LLC	Delaware
Lansing Mall, LLC	Delaware
Mall St. Vincent, LLC	Delaware
NewPark GP, LLC	Delaware
NewPark Mall, LP	Delaware
North Plains Mall, LLC	Delaware
Pierre Bossier Anchor Acquisition, LLC	Delaware
Pierre Bossier Mall, LLC	Delaware
Rouse Development Company, LLC	Delaware
Rouse GP, LLC	Delaware
Rouse Holding, Inc	Delaware
Rouse Holding TRS, Inc	Delaware
Rouse Holding, Inc. Protective Trust	Delaware
Rouse Management Company, LLC	Delaware
Rouse Pledged, LLC	Delaware
Rouse Pledgor, LLC	Delaware
Rouse Properties Acquisition, LLC	Delaware
Rouse Properties, Inc	Delaware
Rouse Properties TRS, Inc	Delaware
Rouse Properties, LP	Delaware
RPI Ashland Center, LLC	Delaware
RPI Bel Air Mall, LLC	Delaware
RPI Chesterfield Town Center, LLC	Delaware

RPI Chesterfield LLC	Delaware
RPI Grand Traverse Mall, LLC	Delaware
RPI Greenville Mall, LP	Delaware
RPI Greenville Mall, LLC	Delaware
RPI Salisbury Borrower, LLC	Delaware
RPI Salisbury GL, LLC	Delaware
RPI Salisbury Mall, LLC	Delaware
RPI Shasta Mall, LP	Delaware
RPI Shasta Mall GP, LLC	Delaware
RPI Tupelo Mall, LLC	Delaware
RPI Tupelo Vacant, LLC	Delaware
RPI Tupelo Vacant II, LLC	Delaware
RPI Turtle Creek Crossing, LLC	Delaware
RPI Turtle Creek Mall, LLC	Delaware
RPI Turtle EAT, LLC	Delaware
Sierra Vista Mall, LLC	Delaware
Sikes Senter, LLC	Delaware
Silver Lake Mall, LLC	Delaware
Southland Center, LLC	Delaware
Southland GP, LLC	Delaware
Southland Mall Anchor Acquisition, LP	Delaware
Southland Mall Anchor GP, LLC	Delaware
Southland Mall, L.P.	Delaware
Spring Hill Anchor Acquisition, LLC	Delaware
Spring Hill Mall L.L.C.	Delaware
Steeplegate Mall, LLC	Delaware
Three Rivers Mall L.L.C.	Delaware
Tracy Mall Partners I L.L.C.	Delaware
Tracy Mall Partners, LP	Delaware
TUP 130, LLC	Delaware
TUP 130 Parent, LLC	Delaware
TUP 330 Company, LLC	Delaware
TUP 430 Parent, LLC	Delaware
TUP 430 Company, LLC	Delaware
RPI Tupelo 430 Crossing, LLC	Delaware
Valley Hills Mall L.L.C.	Delaware
Vista Ridge Mall, LLC	Delaware
Washington Park Mall, LLC	Delaware
Westwood Mall, LLC	Delaware
White Mountain Mall, LLC	Delaware

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-197121 on Form S-8, Registration Statement No. 333-195882 of Form S-3 and Registration Statement No. 333-189238 on Form S-3 of our reports dated March 6, 2015, relating to the consolidated and combined financial statements and financial statement schedule of Rouse Properties, Inc. and subsidiaries and the effectiveness of Rouse Properties, Inc.’s and subsidiaries internal control over financial reporting, appearing in this Annual Report on Form 10-K of Rouse Properties, Inc. for the year ended December 31, 2014.

/s/ DELOITTE & TOUCHE LLP

New York, New York

March 6, 2015

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Silberfein, certify that:

1. I have reviewed this report on Form 10-K of Rouse Properties, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 6, 2015	/s/ Andrew Silberfein
		Andrew Silberfein
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, John Wain, certify that:

1. I have reviewed this report on Form 10-K of Rouse Properties, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 6, 2015	/s/ John Wain
		John Wain
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Rouse Properties, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Silberfein, in my capacity as Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Andrew Silberfein

Andrew Silberfein

Chief Executive Officer

March 6, 2015

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Rouse Properties, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Wain, in my capacity as Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John Wain

John Wain

Chief Financial Officer

March 6, 2015

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Plant and Equipment) (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Building and improvements [Member]
Properties
Estimated useful lives	40 years
Equipment and Fixtures [Member] | Maximum [Member]
Properties
Estimated useful lives	10 years
Equipment and Fixtures [Member] | Minimum [Member]
Properties
Estimated useful lives	5 years
Significant Unobservable Inputs (Level 3)
Properties
Fair Value Inputs, Terminal Capitalization Rate		9.00%
Significant Unobservable Inputs (Level 3) | Maximum [Member]
Properties
Fair Value Inputs, Terminal Capitalization Rate	10.00%
Significant Unobservable Inputs (Level 3) | Minimum [Member]
Properties
Fair Value Inputs, Terminal Capitalization Rate	9.50%

XML

MORTAGES, NOTES AND LOANS PAYABLE - Property Level Debt Narrative (Details) (USD $)	12 Months Ended			1 Months Ended
	Dec. 31, 2014 property	Dec. 31, 2013	Dec. 31, 2012	Feb. 28, 2014	Jul. 31, 2014	May 31, 2014	May 31, 2013	Apr. 30, 2013	Mar. 06, 2014	Sep. 30, 2013	Aug. 31, 2013	Oct. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 21, 2014
Debt Instrument [Line Items]
Number of real estate properties	36
Long-term debt	$ 1,584,499,000	$ 1,454,546,000
Repayments of debt	103,233,000	594,389,000	558,262,000
Fixed rate debt, interest rate	3.24%
Funding Including Subsequent Funding						71,500,000
NewPark Mall [Member]
Debt Instrument [Line Items]
Long-term debt							66,500,000	62,900,000
Subsequent Funding						5,000,000
Property Level Debt [Member]
Debt Instrument [Line Items]
Long-term debt	1,310,000,000
Market rate adjustments	800,000
Long-term Debt, Weighted Average Interest Rate	5.00%	5.20%
Property Level Debt [Member] | Weighted Average [Member]
Debt Instrument [Line Items]
Term	4 years 10 months 10 days	5 years
LakelandMall [Member]
Debt Instrument [Line Items]
Long-term debt									65,000,000
West Valley Mall [Member]
Debt Instrument [Line Items]
Long-term debt										59,000,000	47,100,000
Fixed rate debt, interest rate	3.24%
Bay Shore Mall [Member]
Debt Instrument [Line Items]
Long-term debt												46,500,000	0
Repayments of debt				27,600,000
Fixed rate debt, interest rate	3.96%			7.13%
Sikes Center [Member]
Debt Instrument [Line Items]
Long-term debt					0									54,618,000
Repayments of debt					54,600,000
Fixed rate debt, interest rate	0.00%
LakelandMall [Member] | Minimum [Member]
Debt Instrument [Line Items]
Long-term debt															5,000,000
LakelandMall [Member] | Maximum [Member]
Debt Instrument [Line Items]
Long-term debt															$ 70,000,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Fair Value of Financial Instruments
Fixed-rate debt	$ 1,248,426	$ 1,031,016
Variable-rate debt	335,304	433,113
Total Mortgages, notes and loans payable	1,584,499	1,454,546
Carrying Amount
Fair Value of Financial Instruments
Fixed-rate debt	1,249,195	1,021,432
Variable-rate debt	335,304	433,114
Total Mortgages, notes and loans payable	1,584,499	1,454,546
Total Fair Value Measurement
Fair Value of Financial Instruments
Fixed-rate debt	1,248,928	1,013,726
Variable-rate debt	336,791	434,508
Total Mortgages, notes and loans payable	$ 1,585,719	$ 1,448,234

XML

RELATED PARTY TRANSACTIONS - Future Minimum Lease Payments Due (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Related Party Transactions [Abstract]
2015	$ 1,076
2016	1,086
2017	1,147
2018	1,147
2019	1,147
Subsequent	2,230
Total future minimum lease payments due	$ 7,833

XML

MORTGAGES, NOTES AND LOANS PAYABLE - Schedule of Property Refinancing (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			1 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Oct. 31, 2014	Aug. 31, 2014	Jul. 31, 2014	May 31, 2014	Mar. 31, 2013	May 31, 2013	Jun. 30, 2013	Jul. 31, 2013	Sep. 30, 2013	Dec. 31, 2013	Sep. 30, 2014	Aug. 29, 2014	Jun. 30, 2014	Apr. 30, 2014	Feb. 28, 2013	Apr. 30, 2013	Jun. 30, 2012	Jul. 30, 2013	Aug. 31, 2013	Nov. 30, 2013	Mar. 21, 2014
Debt Instrument [Line Items]
Long-term debt	$ 1,584,499	$ 1,454,546											$ 1,454,546
Net proceeds	183,500	523,500	616,360
Bay Shore Mall [Member]
Debt Instrument [Line Items]
Long-term debt				46,500										0
Interest rate, effective percentage				3.96%										0.00%
Net proceeds				43,400
The Mall at Barnes Crossing [Member]
Debt Instrument [Line Items]
Long-term debt						0									67,000
Interest rate, effective percentage						0.00%									4.29%
Net proceeds					0
Chula Vista Center [Member]
Debt Instrument [Line Items]
Long-term debt						70,000										0
Interest rate, effective percentage						4.18%										0.00%
Net proceeds						15,000
Sikes Center [Member]
Debt Instrument [Line Items]
Long-term debt						0										54,618
Interest rate, effective percentage						0.00%										5.20%
Net proceeds						0
Bel Air Mall [Member]
Debt Instrument [Line Items]
Long-term debt							111,276										0
Interest rate, effective percentage							5.30%										0.00%
Net proceeds							0
Lakeland Square Mall [Member]
Debt Instrument [Line Items]
Long-term debt								70,000										50,300
Interest rate, effective percentage								4.17%										5.12%
Net proceeds								13,400
NewPark Mall [Member]
Debt Instrument [Line Items]
Long-term debt									66,500										62,900
Interest rate, effective percentage																			7.45%
Net proceeds									1,100
Valley Hills [Member]
Debt Instrument [Line Items]
Long-term debt									51,400											68,000
Interest rate, effective percentage									4.73%											4.47%
Net proceeds										15,000
GreenvilleMall [Member]
Debt Instrument [Line Items]
Long-term debt										0											41,700
Interest rate, effective percentage										0.00%											5.29%
Net proceeds											0
West Valley Mall [Member]
Debt Instrument [Line Items]
Long-term debt												59,000										47,100
Interest rate, effective percentage	3.24%																					3.43%
Net proceeds												11,400
ChesterfieldTowneCenter [Member]
Debt Instrument [Line Items]
Long-term debt		109,737											109,737										0
Interest rate, effective percentage		4.75%											4.75%										0.00%
Net proceeds													0
The Centre at Salisbury [Member]
Debt Instrument [Line Items]
Long-term debt	3,500	115,000											115,000										0
Interest rate, effective percentage		5.79%											5.79%										0.00%
Net proceeds													0
Minimum [Member] | LakelandMall [Member]
Debt Instrument [Line Items]
Long-term debt																								5,000
Maximum [Member] | LakelandMall [Member]
Debt Instrument [Line Items]
Long-term debt																								$ 70,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Fair Value Measurements) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013
Total Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in Real Estate	$ 74,237	[1]	$ 33,475	[1]
Quoted Price in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in Real Estate	0	[1]	0	[1]
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in Real Estate	0	[1]	0	[1]
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in Real Estate	74,237	[1]	33,475	[1]
Discount Rate	0.00%		0.00%
Fair Value Inputs, Terminal Capitalization Rate			9.00%
Fair Value, Measurements, Recurring [Member] | Interest Rate Cap [Member] | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	1		45
Fair Value, Measurements, Recurring [Member] | Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	1		45
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	(482)
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ (482)

[1] {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjFkYmI0ZDNkYmU0NTQ2NmNhOTI4YjY3ZDNjZjRmNWUzfFRleHRTZWxlY3Rpb246MkIzRkUwOUFDN0JDNjAxRTRDRUEzQjZFOUExNTJBQjIM}

XML

DISPOSITIONS, DISCONTINUED OPERATIONS AND GAIN (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES (Tables)

12 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures

	Years ended December 31,
		2013			2012
	(In thousands, except per share amounts)
Total revenues		$	4,812		$	9,675
Operating expenses including depreciation and amortization		3,082			8,780
Provision for impairment		21,661			—
Total expenses		24,743			8,780
Operating income (loss)		(19,931		)	895
Interest expense		(3,227		)	(6,786		)
Net loss from discontinued operations		(23,158		)	(5,891		)
Gain on extinguishment of debt		13,995			—
Net loss from discontinued operations		$	(9,163	)	$	(5,891	)
Net loss from discontinued operations per share- Basic and Diluted		$	(0.19	)	$	(0.13	)

XML

SUBSEQUENT EVENTS (Details) (USD $)	12 Months Ended			3 Months Ended	1 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2015	Jan. 31, 2015	Feb. 28, 2015
Subsequent Event [Line Items]
Fixed-rate debt	$ 1,248,426,000	$ 1,031,016,000
Fixed rate debt, interest rate	3.24%
Repayments of debt	103,233,000	594,389,000	558,262,000
Dividends declared, not yet paid	9,885,000	6,454,000	3,479,000
Mt. Shasta Mall [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Purchase price				49,000,000
Knollwood Mall [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Gross proceeds					106,700,000
Mortgage debt balance					35,100,000
Net proceeds					54,700,000
Mt. Shasta Mall [Member] | Mortgages [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Fixed-rate debt					31,900,000
Fixed rate debt, interest rate					4.19%
Washington Park Mall [Member] | Mortgages [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Repayments of debt						10,400,000
Dividend Declared [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Dividends declared, not yet paid						$ 0.18

XML

MORTGAGES, NOTES AND LOANS PAYABLE - Maturities, Repayments of Principal (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
2015	$ 213,119
2016	332,762
2017	140,759
2018	328,892
2019	11,752
Thereafter	556,446
Long-term Debt, Gross	1,583,730
Unamortized market rate adjustment	769
Total Mortgages, notes and loans payable	$ 1,584,499	$ 1,454,546

XML

COMMITMENTS AND CONTINGENCIES - Narrative (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Guarantee	$ 3.5

XML

Schedule III Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2014

SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III Real Estate and Accumulated Depreciation

				Initial Cost				Cost Capitalized Subsequent to Acquisition						Gross Amounts at Which Carried at Close of Period (2)
Name of Center	Location	Encumbrance (1)		Land		Building & Improvements		Land			Building & Improvements			Land		Building & Improvements		Total		Accumulated Depreciation		Date Acquired	Life Which Latest Income Statement is Computed
Animas Valley Mall	Farmington, NM	$	50,053	$	6,509	$	32,270	—			$	(421	)	$	6,509	$	31,849	$	38,358	$	4,627	2010	(3)
Barnes Crossing, The Mall at	Tupelo, MS	67,000		18,300		82,583		—			—			18,300		82,583		100,883		1,503		2014	(3)
Bayshore Mall	Eureka, CA	46,500		4,770		33,306		780			12,780			5,550		46,086		51,636		4,837		2010	(3)
Bel Air Mall	Mobile, AL	111,276		8,969		122,537		—			205			8,969		122,742		131,711		5,496		2014	(3)
Birchwood Mall	Port Huron, MI	—		8,316		44,884		—			1,100			8,316		45,984		54,300		6,260		2010	(3)
Cache Valley Mall	Logan, UT	—		3,963		26,842		(70		)	6,268			3,893		33,110		37,003		4,595		2010	(3)
Chesterfield Towne Center	Richmond, VA	106,867		19,546		146,148		(159		)	(2,086		)	19,387		144,062		163,449		5,643		2013	(3)
Chula Vista Center	Chula Vista, CA	70,000		13,214		71,598		1,149			14,485			14,363		86,083		100,446		9,530		2010	(3)
Collin Creek Mall	Plano, TX	58,148		14,747		48,103		(1,067		)	(10,016		)	13,680		38,087		51,767		—		2010	(3)
Colony Square Mall	Zanesville, OH	—		4,253		29,577		—			441			4,253		30,018		34,271		4,010		2010	(3)
Gateway Mall	Springfield, OR	—		7,097		36,573		—			6,211			7,097		42,784		49,881		5,222		2010	(3)
Grand Traverse Mall	Traverse City, MI	59,479		11,420		46,409		—			180			11,420		46,589		58,009		5,892		2012	(3)
Greenville Mall	Greenville, NC	40,696		9,088		42,087		—			(101		)	9,088		41,986		51,074		3,674		2013	(3)
Lakeland Square	Lakeland, FL	68,053		10,938		56,867		1,308			17,168			12,246		74,035		86,281		9,470		2010	(3)
Lansing Mall	Lansing, MI	—		9,615		49,220		350			17,497			9,965		66,717		76,682		7,524		2010	(3)
Mall St. Vincent	Shreveport, LA	—		4,604		21,927		—			12,136			4,604		34,063		38,667		3,347		2010	(3)
NewPark Mall	Newpark, CA	65,305		17,847		58,384		2,867			8,858			20,714		67,242		87,956		7,788		2010	(3)
North Plains Mall	Clovis, NM	—		2,217		11,768		—			1,126			2,217		12,894		15,111		1,810		2010	(3)
Pierre Bossier Mall	Bossier City, LA	50,291		7,522		38,247		817			11,977			8,339		50,224		58,563		5,707		2010	(3)
Salisbury, The Centre at	Salisbury, MD	115,728		22,580		105,376		—			(436		)	22,580		104,940		127,520		5,522		2013	(3)
Sierra Vista, The Mall at	Sierra Vista, AZ	—		7,078		36,441		—			(67		)	7,078		36,374		43,452		4,656		2010	(3)
Sikes Senter	Wichita Falls, TX	—		5,915		34,075		—			3,559			5,915		37,634		43,549		4,730		2010	(3)
Silver Lake Mall	Coeur d'Alene, ID	—		3,237		12,914		—			3,228			3,237		16,142		19,379		2,067		2010	(3)
Southland Center	Taylor, MI	76,037		13,697		51,860		1			6,358			13,698		58,218		71,916		7,316		2010	(3)
Southland Mall	Hayward, CA	—		23,407		81,474		—			9,511			23,407		90,985		114,392		18,602		2010	(3)
Spring Hill Mall	West Dundee, IL	—		8,219		23,679		1,206			2,224			9,425		25,903		35,328		3,641		2010	(3)
Steeplegate Mall	Concord, NH	45,858		11,438		42,030		(6,118		)	(24,880		)	5,320		17,150		22,470		—		2010	(3)
Three Rivers Mall	Kelso, WA	—		2,079		11,142		—			17,823			2,079		28,965		31,044		1,620		2010	(3)
Turtle Creek, The Mall at	Jonesboro, AR	79,630		22,254		79,579		—			314			22,254		79,893		102,147		8,143		2012	(3)
Valley Hills Mall	Hickory, NC	66,492		10,047		61,817		—			(568		)	10,047		61,249		71,296		8,684		2010	(3)
Vista Ridge Mall	Lewisville, TX	67,934		15,965		46,560		—			(181		)	15,965		46,379		62,344		6,023		2010	(3)
Washington Park Mall	Bartlesville, OK	10,152		1,389		8,213		—			151			1,389		8,364		9,753		1,274		2010	(3)
West Valley Mall	Tracy, CA	59,000		31,341		38,316		—			5,298			31,341		43,614		74,955		7,437		2010	(3)
Westwood Mall	Jackson, MI	—		5,708		28,006		—			229			5,708		28,235		33,943		3,348		2010	(3)
White Mountain Mall	Rock Springs, WY	—		3,010		11,419		—			4,190			3,010		15,609		18,619		1,920		2010	(3)
Total Held For Use Properties		$	1,314,499	$	370,299	$	1,672,231	$	1,064		$	124,561		$	371,363	$	1,796,792	$	2,168,155	$	181,918
Other		270,000		—		—		—			23,280			—		23,280		23,280		7,920
Total Held For Use Portfolio		$	1,584,499	$	370,299	$	1,672,231	$	1,064		$	147,841		$	371,363	$	1,820,072	$	2,191,435	$	189,838
The Shoppes at Knollwood Mall	St. Louis Park, MN	$	33,481	$	6,127	$	32,905	$	—		$	21,489		$	6,127	$	54,394	$	60,521	$	4,874	2010	(3)
Held For Sale Property		$	33,481	$	6,127	$	32,905	$	—		$	21,489		$	6,127	$	54,394	$	60,521	$	4,874
Total Portfolio		$	1,617,980	$	376,426	$	1,705,136	$	1,064		$	169,330		$	377,490	$	1,874,466	$	2,251,956	$	194,712

Explanatory Notes:

⁽¹⁾ See description of mortgages, notes, and loans payable in Note 5 to the consolidated and combined financial statements.

⁽²⁾ The aggregate cost of land, buildings, and improvements for federal income tax purposes was approximately $2.0 billion as of December 31, 2014.

⁽³⁾ Depreciation is computed based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5-10
Tenant improvements	Shorter of useful life or applicable lease term

1. Reconciliation of Real Estate:

The changes in real estate for the years ended December 31, 2014, 2013 and 2012 are as follows:

	2014			2013			2012
	(In thousands)
Balance at January 1,	$	1,948,131		$	1,652,755		$	1,462,482
Improvements and additions	120,031			68,236			34,865
Acquisitions	238,510			349,269			176,242
Dispositions and write-offs	(31,752		)	(85,308		)	(20,834		)
Impairments	(22,964		)	(36,821		)	—
Balance at December 31,	$	2,251,956		$	1,948,131		$	1,652,755

2. Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation for the years ended December 31, 2014, 2013 and 2012 are as follows:

	2014			2013			2012
	(In thousands)
Balance at January 1,	$	142,432		$	116,336		$	72,620
Depreciation expense	91,248			66,497			64,550
Dispositions and write-offs	(31,752		)	(32,015		)	(20,834		)
Impairments	(7,216		)	(8,386		)	—
Balance at December 31,	$	194,712		$	142,432		$	116,336

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Asset Retirement Obligations) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Asset Retirement Obligations
Preliminary estimate of the cost of the environmental remediation liability	$ 4,545	$ 4,745

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Interest Hedging Instruments) (Details) (Accounts Payable and Accrued Liabilities [Member], Cash Flow Hedging [Member], Designated as Hedging Instrument [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Accounts Payable and Accrued Liabilities [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liability	$ 500

XML

Schedule III Real Estate and Accumulated Depreciation (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2010
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at January 1,	$ 1,948,131		$ 1,652,755		$ 1,462,482
Improvements and additions	120,031		68,236	34,865
Acquisitions	238,510		349,269	176,242
Dispositions and write-offs	(31,752)		(85,308)	(20,834)
SEC Schedule III, Real Estate Accumulated Depreciation, Real Estate Sold			(32,015)
Real Estate Accumulated Depreciation, Write-down or Reserve Amount	7,216		8,386	0
Impairments	(22,964)		(36,821)	0
Balance at December 31,	2,251,956		1,948,131	1,652,755	1,462,482
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at January 1,	142,432		116,336		72,620
Depreciation expense	91,248		66,497	64,550
Balance at December 31,	194,712		142,432	116,336	72,620
Building and improvements [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
SEC Schedule III, Real Estate and Accumulated Depreciation, Life Used for Depreciation	40 years
Other Properties [Member]
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at December 31,	23,280
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at December 31,	7,920
Animas Valley Mall [Member]
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
Balance at December 31,	38,358	[1]
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
Balance at December 31,	$ 4,627	[1]
Minimum [Member] | Equipment and Fixtures [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
SEC Schedule III, Real Estate and Accumulated Depreciation, Life Used for Depreciation	5 years
Maximum [Member] | Equipment and Fixtures [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
SEC Schedule III, Real Estate and Accumulated Depreciation, Life Used for Depreciation	10 years

[1] YearsBuildings and improvements 40Equipment and fixtures 5-10Tenant improvements Shorter of useful life or applicable lease term

XML

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

	For the Quarters Ended
	March 31,			June 30,			September 30,			December 31,
2014
Total revenues	$	67,839		$	67,790		$	74,783		$	81,715
Operating income	13,340			10,677			322			7,100
Net loss	(4,425		)	(8,175		)	(26,372		)	(12,711		)
Net loss per share - Basic and diluted	(0.08		)	(0.14		)	(0.46		)	(0.22		)
Dividends declared per share	0.17			0.17			0.17			0.17
Weighted average shares outstanding	56,129,522			57,519,079			57,519,412			57,531,859
2013
Total revenues	$	57,496		$	58,381		$	60,315		$	67,350
Operating income	12,640			12,387			13,133			(912		)
Net loss	(29,486		)	4,116			(4,683		)	(24,692		)
Net loss per share - Basic and diluted	(0.60		)	0.08			(0.09		)	(0.50		)
Dividends declared per share	0.13			0.13			0.13			0.13
Weighted average shares outstanding	49,332,151			49,342,013			49,346,798			49,358,281

XML

PREPAID EXPENSES AND OTHER ASSETS, NET (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Prepaid expenses and other assets
Prepaid expenses	$ 4,755	$ 4,776
Deposits	1,447	682
Other	2,347	330
Total prepaid expenses and other assets, net	62,690	76,252
Ground leases
Prepaid expenses and other assets
Finite-lived intangible assets, net	3,145	1,781
Above-market tenant leases, net [Member] | Tenant leases
Prepaid expenses and other assets
Finite-lived intangible assets, net	$ 50,996	$ 68,683

XML

NON-CONTROLLING INTEREST (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Aug. 29, 2014	Jun. 29, 2012
Non-controlling interest
Noncontrolling Interest, ownership percentage by parent		51.00%
Holdings | Preferred Shares
Non-controlling interest
Number of preferred shares issued (in shares)			111
Par value of shares (in dollars per share)			$ 1,000
Cumulative preferential annual cash dividend (as a percent)	12.50%
Redemption price (in dollars per share)	$ 1,000
Liquidation preference (in dollars per share)	$ 1,000

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DISPOSITIONS, DISCONTINUED OPERATIONS AND GAIN (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES (Details) (USD $)	12 Months Ended			1 Months Ended	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2013	Mar. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Real Estate Assets Held for Development and Sale	$ 55,647,000	$ 0
Net loss from discontinued operations	0	(23,158,000)	(5,891,000)
Gain on extinguishment of debt	0	13,995,000	0
Net loss from discontinued operations	0	(9,163,000)	(5,891,000)
Disposal Group, Including Discontinued Operation, Liabilities, Current	38,590,000	0
Fixed rate debt, interest rate	3.24%
Knollwood Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Mortgage Loans	33,481,000
Disposal Group, Including Discontinued Operation, Other Liabilities	5,109,000
The Boulevard Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenues		4,812,000	9,675,000
Operating expenses including depreciation and amortization		3,082,000	8,780,000
Provision for impairment		21,661,000	0
Total expenses		24,743,000	8,780,000
Operating income (loss)		(19,931,000)	895,000
Interest expense		(3,227,000)	(6,786,000)
Net loss from discontinued operations		(23,158,000)	(5,891,000)
Gain on extinguishment of debt				14,000,000
Net loss from discontinued operations		(9,163,000)	(5,891,000)
Net loss from discontinued operations per share- Basic and Diluted (in usd per share)		$ (0.19)	$ (0.13)
Subsequent Event [Member] | Knollwood Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Productive Assets					106,700,000
Repayments of Debt					35,100,000
Proceeds from Sale of Other Productive Assets					$ 54,700,000
Fixed rate debt, interest rate					5.35%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Plant and Equipment Roll-forward) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Movement in Property, Plant and Equipment [Roll Forward 2014]
Depreciation and amortization expense	$ (100,302,000)		$ (66,497,000)		$ (67,709,000)
The Boulevard Mall [Member]
Movement in Property, Plant and Equipment [Roll Forward 2014]
Beginning carrying value			84,175,000	[1]
Capital expenditures			0
Depreciation and amortization expense			(928,000)
Loss on impairment of real estate			(21,661,000)
Gain (Loss) on Disposition of Assets			(61,586,000)	[1]
Ending carrying value			0	[1]
Collin Creek Mall [Member]
Movement in Property, Plant and Equipment [Roll Forward 2014]
Beginning carrying value	60,120,000	[1]
Capital expenditures	1,449,000
Depreciation and amortization expense	(4,723,000)
Loss on impairment of real estate	(5,079,000)
Ending carrying value	51,767,000	[1]
Steeplegate Mall [Member]
Movement in Property, Plant and Equipment [Roll Forward 2014]
Beginning carrying value	34,789,000	[1]	51,687,000	[1]
Capital expenditures	456,000		885,000
Depreciation and amortization expense	(1,700,000)		(2,624,000)
Loss on impairment of real estate	(10,886,000)		(15,159,000)
Gain (Loss) on Disposition of Assets			0	[1]
Ending carrying value	$ 22,659,000	[1]	$ 34,789,000	[1]

[1] The carrying value includes each mall's respective land, building, in-place lease value, and above and below market lease values.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Properties

Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. After acquisition accounting is applied, the real estate assets are carried at the cost basis less accumulated depreciation. Real estate taxes and interest costs incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes, interest and interest related costs are amortized over lives which are consistent with the developed assets.

Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development project is no longer deemed to be probable, the costs previously capitalized are expensed.

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, it capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that the Company is not considered the owner of the improvements for accounting purposes, the allowance is capitalized as a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

The Company reviews depreciable lives of its properties periodically and makes adjustments when necessary to reflect a shorter economic life.

Impairment

Operating properties and intangible assets

Accounting for the impairment or disposal of long-lived assets require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, a provision for impairment should be recorded to write down the carrying amount of such asset to its fair value. The Company reviews all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income and occupancy percentages, high loan to value ratios, and carrying values in excess of the fair values. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to the Company’s plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may exceed the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent a provision for impairment is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

During the year ended December 31, 2013, the Company was unable to advance prospective leases at Steeplegate Mall, which changed management's intended holding period of this asset. Furthermore, the mortgage debt on this asset was due in August 2014 and without having advanced the prospective leasing, the Company did not anticipate funding additional capital for this asset. Management determined that the carrying value of the property was not recoverable and therefore required an impairment charge. This impairment charge is included in the Provision for impairment on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. For the year ended December 31, 2013, the Company recorded an impairment charge of $15.2 million as the aggregate carrying value was higher than the fair value of the property.

In August 2014, upon a maturity default on the Steeplegate Mall mortgage loan, the loan servicer appointed a receiver to take over operations of the property until the property could be conveyed to the lender or a third party purchaser. As a result, the Company revised its intended hold period of this property to less than one year. The change in the hold period resulted in an adjustment to the undiscounted cash flows utilized in the impairment analysis and the Company concluded the carrying value of the property was not recoverable. The Company recorded an impairment charge on the property of $10.9 million during the year ended December 31, 2014, as the aggregate carrying value was higher than the fair value of the property. This impairment charge is included in "Provision for impairment" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

The Company determined there were events and circumstances which changed management's estimated holding period for Collin Creek Mall during the year ended December 31, 2014. The Company is in discussions with the lender on the property's non-recourse mortgage debt, which matures in July 2016, to identify options regarding the property's disposition prior to the loan maturing. The lender has placed the loan into special servicing status. As a result of these discussions, the Company has changed the estimated hold period for Collin Creek Mall causing a change to the undiscounted cash flows utilized in the impairment analysis on the property. The adjusted undiscounted cash flows indicated the carrying value of the property was not recoverable. The Company recorded an impairment charge on the property of $5.1 million during the year ended December 31, 2014, as the aggregate carrying value was higher than the fair value of the property. This impairment charge is included in "Provision for impairment" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

During 2013, the servicer of the loan for Boulevard Mall placed the loan into special servicing status and communicated to the Company that they would be unwilling to extend the term and discount the loan. As a result of this and the continued decline in operating results of the property, management concluded that it was in the best interest of the Company to convey the property to the lender. As the Company intended on conveying the property to the lender during 2013, the Company revised its intended hold period of this property to less than one year. The change in the hold period adjusted the undiscounted cash flows utilized in the impairment analysis and the Company concluded that the property was not recoverable. The Company recorded an impairment charge on the property of $21.7 million during the first quarter of 2013, as the aggregate carrying value was higher than the fair value of the property. This impairment charge is included in "Loss from discontinued operations" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. During the year ended December 31, 2013, the Company conveyed its interest in the property to the lender, which resulted in a gain on extinguishment of debt of $14.0 million, which is recorded in "Discontinued operations, net", on the Company's Consolidated Statements of Operations and Comprehensive Loss.

No impairment charges were recorded for the year ended December 31, 2012.

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisitions. Estimates of future cash flows and other valuation techniques have been used to allocate the purchase price of the acquired property between land, buildings and improvements, equipment, debt, liabilities assumed and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. No significant value had been ascribed to tenant relationships (see Note 3).

Intangible Assets and Liabilities

The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting:

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
	(In thousands)
December 31, 2014
Tenant leases:
In-place value	$	97,745		$	(43,481	)	$	54,264
Above-market	109,862			(58,866		)	50,996
Below-market	(65,476		)	22,184			(43,292		)
Ground leases:
Below-market	3,682			(537		)	3,145
December 31, 2013
Tenant leases:
In-place value	$	100,125		$	(37,888	)	$	62,237
Above-market	132,986			(64,303		)	68,683
Below-market	(59,641		)	19,394			(40,247		)
Ground leases:
Below-market	2,173			(392		)	1,781

The gross asset balances of the in-place value of tenant leases are included in "Buildings and Equipment" on the Company's Consolidated Balance Sheets. Acquired in-place tenant leases are amortized over periods that approximate the related lease terms. The above-market tenant leases and below-market ground leases are included in "Prepaid expenses and other assets, net", and below-market tenant leases are included in "Accounts payable and accrued expenses, net" as detailed in Notes 4 and 6, respectively.

Amortization of in-place intangible assets decreased the Company's net income by $26.6 million, $17.2 million ,and $22.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. Amortization of in-place intangibles is included in "Depreciation and amortization" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

Amortization of above-market and below-market lease intangibles decreased the Company's revenue by $13.1 million, $15.7 million, and $21.7 million for the years ended December 31, 2014, 2013, and 2012, respectively. Amortization of above-market and below-market leasing intangibles are included in "Minimum rents" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

The intangibles above are related to specific tenant leases. Should a termination occur earlier than the date indicated in the lease, the related intangible assets or liabilities, if any, related to the lease are written off to expense or income, as applicable. The net impact of intangible write-offs for the year ended December 31, 2014 was $38.1 million, which is included on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

Future amortization/accretion of these intangibles is estimated to decrease the Company's net income as follows:

Year	In-place lease intangibles		Above/(below) market leases, net
	(In thousands)
2015	$	16,920	$	7,619
2016	$	11,331	$	5,161
2017	$	6,916	$	3,068
2018	$	4,542	$	644
2019	$	3,289	$	(649	)

Cash and Cash Equivalents

The Company considers all demand deposits with a maturity of three months or less, at the date of purchase, to be cash equivalents.

Restricted Cash

Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, capital renovations and capital improvements. 

Interest Rate Hedging Instruments

The Company recognizes its derivative financial instruments in either "Prepaid expenses and other assets, net" or "Accounts payable and accrued expenses, net", as applicable, in the Consolidated Balance Sheets and measures those instruments at fair value. The accounting for changes in fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both quantitative and qualitative methods. The Company entered into a derivative agreement during 2014 that qualifies as a hedging instrument and was designated, based upon the exposure of being hedged, as a cash flow hedge. The fair value of this cash flow hedge as of December 31, 2014 was $0.5 million and is included in "Accounts payable and accrued expenses, net" in the Company's Consolidated Balance Sheets. The fair value of the Company's interest rate hedge is classified as Level 2 in the fair value measurement table. To the extent they are effective, changes in fair value of cash flow hedges are reported in "Accumulated other comprehensive income (loss)" ("AOCI/L") and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in AOCI/L and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract.

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow for the termination of their leases prior to their scheduled termination dates as well as the amortization related to above and below-market tenant leases on acquired properties and tenant inducements. Minimum rent revenues also includes percentage rents in lieu of minimum rent from those leases where the Company receives a percentage of tenant revenues.

The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the years ended December 31, 2014, 2013 and 2012:

	Years ended December 31,
	2014			2013			2012
	(In thousands)
Straight-line rent amortization	$	1,785		$	3,488		$	3,440
Lease termination income	2,204			413			433
Net amortization of above and below-market tenant leases	(13,073		)	(15,672		)	(21,700		)
Amortization of tenant inducement	(28		)	(1,000		)	—
Percentage rents in lieu of minimum rent	6,731			7,071			8,631

Straight-line rent receivables represent the current net cumulative rents recognized prior to when billed and collectible, as provided by the terms of the leases. The following is a summary of straight-line rent receivables, which are included in "Accounts receivable, net," in the Company's Consolidated Balance Sheets and are reduced for allowances for doubtful accounts:

	December 31, 2014		December 31, 2013
	(In thousands)
Straight-line rent receivables, net	$	14,431	$	12,645

The Company provides an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The Company also evaluates the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long term nature of the Company's leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. The Company's experience relative to unbilled straight-line rent receivable is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations. For that portion of the recognized deferred rent that is not deemed to be probable of collection, an allowance for doubtful accounts has been provided. Accounts receivable are shown net of an allowance for doubtful accounts of $3.4 million and $2.8 million as of December 31, 2014 and 2013, respectively. The following table summarizes the changes in allowance for doubtful accounts for all receivables:

	2014			2013			2012
	(In thousands)
Balance at beginning of period	$	2,798		$	2,545		$	2,943
Provision for doubtful accounts	1,228			887			1,919
Write-offs	(673		)	(634		)	(2,317		)
Balance at end of period	$	3,353		$	2,798		$	2,545

Tenant recoveries are recoveries that are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement.

Overage rent is paid by a tenant when its sales exceed an agreed-upon minimum amount. Overage rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds.

Other revenues generally consist of amounts earned by the Company for vending, advertising, and marketing revenues earned at the Company's malls and is recognized on an accrual basis over the related service period.

Loss Per Share

Basic net loss per share is computed by dividing the net loss applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is calculated similarly; however, it reflects potential dilution of securities by adding other potential shares of common stock, including stock options and non-vested restricted stock, to the weighted-average number of shares of common stock outstanding for the period. For the years ended December 31, 2014 and 2013, there were 3,313,869 and 2,579,171 stock options outstanding, respectively, that potentially could be converted into shares of common stock and 205,731 and 278,617 shares of non-vested restricted stock outstanding, respectively. These stock options and shares of restricted stock have been excluded from this computation, as their effect is anti-dilutive.

In connection with the spin-off, on January 12, 2012, GGP distributed to its stockholders 35,547,049 shares of our common stock and retained 359,056 shares of our Class B common stock. This share amount is being utilized for the calculation of basic and diluted earnings per share ("EPS") for all periods presented prior to the spin-off as our common stock was not traded prior to January 12, 2012 and there were no dilutive securities in the prior periods. On February 6, 2013, the 359,056 shares of the Company's Class B common stock were converted into 359,056 shares of our common stock, at the request of the holders of the Company's Class B common stock.

The Company had the following weighted-average shares outstanding:

	Years ended December 31,
	2014	2013	2012
Weighted average shares - basic and diluted	57,203,196	49,344,927	46,149,893

Fair Value

The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value:

• Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;

• Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and

• Level 3 — unobservable inputs that are used when little or no market data is available.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value.  Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities.  Accordingly, the Company's fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon the sale or disposition of these assets.

The following table sets forth information regarding the Company's financial and non-financial instruments that are measured at fair value on a recurring and non-recurring basis by the above categories:

	Total Fair Value Measurement			Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In thousands)
December 31, 2014
Recurring basis:
Assets:
Interest rate cap	$	1		$	—	$	1		$	—
Liabilities:
Interest rate swap	$	(482	)	$	—	$	(482	)	$	—
Non-recurring basis:
Investment in Real Estate (1)	$	74,237		$	—	$	—		$	74,237
December 31, 2013
Recurring basis:
Assets:
Interest rate cap	$	45		$	—	$	45		$	—
Non-recurring basis:
Investment in Real Estate (1)	$	33,475		$	—	$	—		$	33,475

Explanatory Note:

⁽¹⁾ The carrying value includes each mall's respective land, building, and in-place lease value.

The following is a reconciliation of the carrying value of properties that were impaired during the years ended December 31, 2014 and 2013:

	Collin Creek Mall (1)(2)			Steeplegate Mall (1)(3)
Beginning carrying value, January 1, 2014	$	60,120		$	34,789
Capital expenditures	1,449			456
Depreciation and amortization expense	(4,723		)	(1,700		)
Loss on impairment of real estate	(5,079		)	(10,886		)
Ending carrying value, December 31, 2014	$	51,767		$	22,659

	Boulevard Mall(1)(3)			Steeplegate Mall (1)(3)
Beginning carrying value, January 1, 2013	$	84,175		$	51,687
Capital expenditures	—			885
Depreciation and amortization expense	(928		)	(2,624		)
Loss on impairment of real estate	(21,661		)	(15,159		)
Disposition of real estate asset	(61,586		)	—
Ending carrying value, December 31, 2013	$	—		$	34,789

Explanatory Note:

⁽¹⁾ The carrying value includes each mall's respective land, building, in-place lease value, and above and below market lease values.

⁽²⁾ Valued using a Terminal Capitalization Rate as of December 31, 2014.

⁽³⁾ Valued using a Discounted Cash Flow Analysis with Discount Rate and Terminal Capitalization Rates as of December 31, 2014 and 2013 as reflected in the table below.

The Company estimates fair value relating to impairment assessments utilizing a direct capitalization rate on forecasted net operating income or discounted cash flows that include all projected cash inflows and outflows over a specific holding period. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. The determination on which method to use is based on expected market conditions specific to the property being assessed. Based upon these inputs, the Company determined that its valuation of a property using a discounted cash flow model was classified within Level 3 of the fair value hierarchy.

The following table sets forth quantitative information about the unobservable inputs of the Company's Level 3 Real Estate, which are recorded at fair values as of December 31, 2014 and December 31, 2013:

	As of December 31,
Unobservable Quantitative Inputs	2014		2013
Discount Rate	11.0	%	10.0	%
Terminal Capitalization Rate	9.5% - 10.0%		9.0	%

The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt. The Company has one interest rate swap and one interest rate cap as of December 31, 2014 and the interest rate swap qualified for hedge accounting. The interest rate swap has met the effectiveness test criteria since inception and changes in its fair value are reported in "Other comprehensive income/(loss)" ("OCI/L") and are reclassified into earnings in the same period or periods during which the hedged item affects earnings. The interest rate cap did not qualify for hedge accounting and changes in its fair value are reported in earnings during the period incurred. The fair value of the Company's interest rate hedges, classified under level 2, are determined based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of the Company's credit standing, credit risk of the counterparty, and reasonable estimates about relevant future market conditions. See Note 7 for additional information regarding the Company's interest rate hedging instruments.

The Company's financial instruments are short term in nature and as such their fair values approximate their carrying amount in our Consolidated Balance Sheets except for debt. As of December 31, 2014 and 2013, management’s estimates of fair value are presented below. The Company estimated the fair value of the debt using a future discounted cash flow analysis based on the use and weighting of multiple market inputs. Based on the frequency and availability of market data, the inputs used to measure the estimated fair value of debt are Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. 

	December 31, 2014				December 31, 2013
	Carrying Amount(1)		Estimated Fair Value		Carrying Amount(1)		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	1,249,195	$	1,248,928	$	1,021,432	$	1,013,726
Variable-rate debt	335,304		336,791		433,114		434,508
Total mortgages, notes and loans payable	$	1,584,499	$	1,585,719	$	1,454,546	$	1,448,234

Offering Costs

Costs associated with the issuance of common stock and rights offering to the Company's stockholders were deferred and charged against the gross proceeds of the offering upon the sale of shares during the years ended December 31, 2014 and 2013 (see Note 10).

Leases

Leases which transfer substantially all the risks and benefits of ownership to tenants are considered finance leases and the present values of the minimum lease payments and the estimated residual values of the leased properties, if any, are accounted for as receivables. Leases which transfer substantially all the risks and benefits of ownership to the Company are considered capital leases and the present values of the minimum lease payments are accounted for as assets and liabilities. All other leases are treated as operating leases. As of December 31, 2014 and 2013, all of the Company's leases are treated as operating leases.

Deferred Expenses

Deferred expenses are comprised of deferred lease costs incurred in connection with obtaining new tenants or renewals of lease agreements with current tenants, which are amortized on a straight-line basis over the terms of the related leases and included in "Depreciation and amortization" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. Deferred financing costs are amortized on a straight-line basis (which approximates the effective interest method) over the lives of the related mortgages, notes, and loans payable and included in "Interest expense" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.  The following table summarizes our deferred lease and financing costs:

	Gross Asset		Accumulated Amortization			Net Carrying Amount
	(In thousands)
December 31, 2014
Deferred lease costs	$	55,647	$	(14,683	)	$	40,964
Deferred financing costs	19,151		(7,504		)	11,647
Total	$	74,798	$	(22,187	)	$	52,611
December 31, 2013
Deferred lease costs	$	43,570	$	(12,039	)	$	31,531
Deferred financing costs	18,979		(4,455		)	14,524
Total	$	62,549	$	(16,494	)	$	46,055

Stock-Based Compensation

The Company recognizes all stock-based compensation to employees, including grants of employee stock options and restricted stock awards, in the financial statements as compensation cost. The compensation cost is amortized over the respective vesting period based on its fair value on the date of grant.

Asset Retirement Obligations

The Company evaluates any potential asset retirement obligations, including those related to disposal of asbestos containing materials and environmental remediation liabilities. The Company recognizes the fair value of such obligations in the period incurred if a reasonable estimate of fair value can be determined. As of December 31, 2014 and 2013, a preliminary estimate of the cost of the environmental remediation liability is approximately $4.5 million and $4.7 million, respectively, which is included in "Accounts payable and accrued expenses, net" on the Company's Consolidated Balance Sheets. The Company does not believe that actual remediation costs will be materially different than the estimates as of December 31, 2014.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, impairment of long-lived assets, valuation of hedging instruments and fair value of debt. Actual results could differ from these and other estimates.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which requires entities to disclose only disposals representing a strategic shift in operations as discontinued operations. The new guidance requires expanded disclosures about discontinued operations that will provide financial statements users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in the financial statements previously issued or available for issuance. The Company adopted this guidance during the year ended December 31, 2014.

In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)." This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with two transition methods of adoption allowed. Early adoption for reporting periods prior to December 15, 2016 is not permitted. The Company is evaluating the financial statement impact of the guidance in this ASU and determining which transition method it will utilize.

In August 2014, the FASB issued ASU 2014-15 "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." This topic provides guidance on management's responsibility to evaluate whether there is substantial doubt about a company's ability to continue as a going concern and requires related footnote disclosures. The amendments in this ASU are effective for the annual period after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the guidance in this ASU.

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INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT	90.00%
Period of disqualification of REIT status	4 years
Amount incurred in taxes with the TRS subsidiary	$ 0.07	$ 0.08	$ 0.10

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Revenue Recognition and Related Matters) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2010
Accounting Policies [Abstract]
Straight-line rent amortization	$ 1,785,000	$ 3,488,000	$ 3,440,000
Lease termination income	2,204,000	413,000	433,000
Net amortization of above and below-market tenant leases	(13,073,000)	(15,672,000)	(21,700,000)
Amortization of lease inducement	(28,000)	(1,000,000)	0
Percentage rents in lieu of minimum rent	6,731,000	7,071,000	8,631,000
Straight-line rent receivables, net	14,431,000	12,645,000
Allowance for Doubtful Accounts Receivable [Roll Forward]
Balance at beginning of period	2,798,000	2,545,000		2,943,000
Provision for doubtful accounts	1,228,000	887,000	1,919,000
Write-offs	(673,000)	(634,000)	(2,317,000)
Balance at end of period	$ 3,353,000	$ 2,798,000	$ 2,545,000	$ 2,943,000

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PREPAID EXPENSES AND OTHER ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2014

Prepaid Expense and Other Assets [Abstract]

Summary of the significant components of prepaid expenses and other assets, net

The following table summarizes the significant components of prepaid expenses and other assets, net:

	December 31,
	2014		2013
	(In thousands)
Above-market tenant leases, net (Note 2)	$	50,996	$	68,683
Prepaid expenses	4,755		4,776
Below-market ground leases, net (Note 2)	3,145		1,781
Deposits	1,447		682
Other	2,347		330
Total prepaid expenses and other assets, net	$	62,690	$	76,252

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ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table presents certain additional information regarding the Company's acquisitions during the years ended

December 31, 2014 and 2013:

	Property Name	Land		Building and Improvements		Acquired Lease Intangibles		Acquired Above Market Lease Intangibles		Acquired Below Market Lease Intangibles			Other
2014 Acquisitions		(In thousands)
	Bel Air Mall	$	8,969	$	111,206	$	11,329	$	3,952	$	(6,889	)	$	3,350
	The Mall at Barnes Crossing	17,969		75,949		6,973		4,700		(8,100		)	1,359
	Total	$	26,938	$	187,155	$	18,302	$	8,652	$	(14,989	)	$	4,709
2013 Acquisitions
	Greenville Mall (1)	$	9,088	$	36,961	$	5,076	$	1,098	$	(4,521	)	$	1,430
	Chesterfield Towne Center (2)	19,387		135,825		8,755		4,843		(6,741		)	2,181
	The Centre at Salisbury (3)	22,580		96,050		9,326		4,043		(4,729		)	972
	Total	$	51,055	$	268,836	$	23,157	$	9,984	$	(15,991	)	$	4,583

Explanatory Notes:

⁽¹⁾ Excludes fair value adjustment on mortgage assumption of $0.2 million.

⁽²⁾ Excludes fair value adjustment on mortgage assumption of $1.3 million.

⁽³⁾ Excludes fair value adjustment on mortgage assumption of $1.2 million

The following table presents the Company's acquisitions during the years ended December 31, 2014 and 2013:

	Date Acquired	Property Name	Location	Square Footage Acquired	Purchase Price
2014 Acquisitions					(In thousands)
	05/22/2014	Bel Air Mall (1)(2)	Mobile, AL	1,004,439	$	131,917
	8/29/2014	The Mall at Barnes Crossing (3)	Tupelo, MS	736,607	98,850
			2014 Acquisitions Total	1,741,046	$	230,767
2013 Acquisitions
	7/24/2013	Greenville Mall (1) (4)	Greenville, NC	413,759	$	48,900
	12/11/2013	Chesterfield Towne Center (1) (5)	Richmond, VA	1,016,258	165,500
	12/11/2013	The Centre at Salisbury (1) (6)	Salisbury, MD	721,396	127,000
			2013 Acquisitions Total	2,151,413	$	341,400

Explanatory Notes:

⁽¹⁾ Rouse acquired a 100% interest in the mall.

⁽²⁾ The Company assumed an existing $112.5 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.30%, matures in December 2015, and amortizes on a 30 year schedule thereafter.     

⁽³⁾ Rouse acquired a 51% controlling interest in the mall and related properties. In conjunction with the closing of this transaction, the Company closed on a new $67.0 million non-recourse mortgage loan that bears interest at a fixed rate of 4.29%, matures in September 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter. See Note 12 for further details.     

⁽⁴⁾ The Company assumed an existing $41.7 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.29%, matures in December 2015, and amortizes on a 30 year schedule thereafter. A fair value adjustment of $0.2 million was recorded as a result of the mortgage assumption.

⁽⁵⁾ The Company assumed an existing$109.7 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 4.75%, matures in October 2022, and amortizes over 30 years. A fair value adjustment of $1.3 million was recorded as a result of the mortgage assumption.

⁽⁶⁾ The Company assumed an existing $115.0 million partial recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.79%, matures in May 2016, and is interest only. A fair value adjustment of$1.2 million was recorded as a result of the mortgage assumption.

Business Acquisition, Pro Forma Information

Pro forma adjustments include above and below-market amortization, straight-line rent, interest expense, and depreciation and amortization.

	For the Year Ended December 31,
	2014			2013			2012
(In thousands, except per share amounts)	As Adjusted (Unaudited)
Total revenues	$	307,027		$	307,790		$	273,306
Net loss	(51,561		)	(56,836		)	(72,965		)
Net loss per share - basic and diluted	$	(0.90	)	$	(1.15	)	$	(1.58	)
Weighted average shares - basic and dilutive	57,203,196			49,344,927			46,149,893

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MORTGAGES, NOTES AND LOANS PAYABLE - Corporate Facilities (Details) (USD $)	0 Months Ended	12 Months Ended
	Nov. 22, 2013	Dec. 31, 2014	Dec. 31, 2013	Jan. 12, 2012	Dec. 30, 2012
Debt Instrument [Line Items]
Current borrowing capacity	$ 510,000,000
Maximum increase in borrowing capacity		250,000,000
Line of credit, maximum credit		760,000,000
Extinguishment of debt	70,900,000
Guarantee		5,200,000
Fees, Letter of Credit		0.1
Line of Credit [Member]
Debt Instrument [Line Items]
Line of credit, maximum credit				50,000,000.0
Secured Debt [Member]
Debt Instrument [Line Items]
Pledged Assets Not Separately Reported Real Estate before Accumulated Depreciation		2,120,000,000
Long-term Debt, Weighted Average Interest Rate		4.60%	4.60%
Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis			LIBOR
Debt Instrument, Basis Spread on Variable Rate			5.00%
Debt Instrument Variable Rate Basis Floor			1.00%
Repayments of Debt			100,000,000
Renegotiated Senior Secured Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis			LIBOR
Debt Instrument, Basis Spread on Variable Rate			4.50%
Debt Instrument Variable Rate Basis Floor			0.00%
2012 Revolver [Member]
Debt Instrument [Line Items]
Line of credit, maximum credit			150,000,000		50,000,000.0
Commitment Fee Amount		400,000
Line of Credit Facility Unused Capacity Commitment Fee Percentage for Unused Credit Facility Greater than or Equal to Fifty Percent		0.30%
Line of Credit Facility Unused Capacity Commitment Fee Percentage for Unused Credit Facility Less than Fifty Percent		0.25%
Revolving Credit Facility [Member] | 2013 Revolver [Member]
Debt Instrument [Line Items]
Current borrowing capacity	250,000,000	285,000,000
Term		4 years
Extension period		1 year
Amount Outstanding		10,000,000	48,000,000
Commitment Fee Percentage, If Greater Than 50 Percent		0.20%
Commitment Fee Percentage, If Less Than 50 Percent		0.30%
Commitment Fee Amount		800,000	100,000
Secured Debt [Member] | 2013 Term Loan [Member]
Debt Instrument [Line Items]
Current borrowing capacity	260,000,000
Term		5 years
Weighted Average [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Term		4 years 8 months	4 years 11 months
Brookfield Asset Management Inc [Member] | Subordinated Unsecured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit, maximum credit		100,000,000.0
Debt Instrument, Description of Variable Rate Basis		LIBOR
Debt Instrument Default Interest Rate		2.00%
Commitment Fee Amount		$ 300,000
Debt Instrument, Basis Spread on Variable Rate		8.50%
Debt Instrument Variable Rate Basis Floor		1.00%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument Default Interest Rate	3.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Loss Per Share) (Details)	12 Months Ended		0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Jan. 12, 2012	Feb. 06, 2013
Employee Stock Option [Member]
Loss per share
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,313,869	2,579,171
Restricted Stock [Member]
Loss per share
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	205,731	278,617
Common Stock [Member]
Loss per share
Issuance of common stock related to the spin-off date, shares			35,547,049
Common Class B [Member]
Loss per share
Issuance of common stock related to the spin-off date, shares			359,056
Shares converted (shares)				359,056
Conversion of Class B share to common shares (shares)				359,056

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MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Summary of Mortgages, notes and loans payable

The following is a summary of significant property loan refinancings and acquisitions that occurred during the years ended December 31, 2014 and 2013 ($ in thousands):

Property	Date	Balance at Date of Refinancing		Interest Rate		Balance of New Loan		New Interest Rate		Net Proceeds (1)		Maturity
December 31, 2014
Bayshore Mall (2)	October 2014	$	—	—	%	$	46,500	3.96	%	$	43,400	October 2024
The Mall at Barnes Crossing (2)	August 2014	—		—	%	67,000		4.29	%	—		September 2024
Chula Vista Center (3)	July 2014	—		—	%	70,000		4.18	%	15,000		July 2024
Sikes Senter (3)	July 2014	54,618		5.20	%	—		—	%	—		—
Bel Air Mall	May 2014	—		—	%	111,276		5.30	%	—		December 2015
December 31, 2013
Lakeland Square (4)	March 2013	$	50,300	5.12	%	$	70,000	4.17	%	$	13,400	March 2023
NewPark Mall (5)	May 2013	62,900		7.45	%	66,500		LIBOR + 4.05%		1,100		May 2017
Valley Hills Mall	June 2013	51,400		4.73	%	68,000		4.47	%	15,000		July 2023
Greenville Mall	July 2013	—		—	%	41,700		5.29	%	—		December 2015
West Valley Mall (2)(6)	September 2013	47,100		3.43	%	59,000		LIBOR + 1.75%		11,400		September 2018
Chesterfield Towne Center	December 2013	—		—	%	109,737		4.75	%	—		October 2022
The Centre at Salisbury (7)	December 2013	—		—	%	115,000		5.79	%	—		May 2016

Explanatory Notes:

⁽¹⁾ Net proceeds are net of closing costs.

⁽²⁾ The loan is interest-only for the first three years.

⁽³⁾ On July 1, 2014, the Company removed Chula Vista Center, located in Chula Vista, CA, from the 2013 Senior Facility collateral pool and placed a new non-recourse mortgage loan on the property. Sikes Senter, located in Wichita Falls, TX, had an outstanding mortgage loan which was repaid on July 1, 2014 from proceeds from the Chula Vista Center refinancing. Upon repayment, Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility balance.

⁽⁴⁾ On March 6, 2013, the loan associated with Lakeland Square was refinanced for $65.0 million. Subsequently, on March 21, 2013, the loan was increased by $5.0 million to $70.0 million in order to partially fund the acquisition of an anchor building previously owned by a third party.

⁽⁵⁾ The loan provides for an additional subsequent funding of $5.0 million upon achieving certain conditions for a total funding of $71.5 million. During July 2014, the Company reduced the spread from LIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

⁽⁶⁾ The loan has a five year extension option subject to the fulfillment of certain conditions. During January 2014, the Company entered into a swap transaction and the loan now has a fixed interest rate of 3.24%.

⁽⁷⁾ The loan is interest-only. In conjunction with the acquisition of The Centre at Salisbury, the Company guaranteed a maximum amount of $3.5 million until certain financial covenants are met for two consecutive years.

Mortgages, notes and loans payable are summarized as follows:

	December 31,
	2014		2013			Interest Rate at December 31, 2014		Schedule Maturity Date
Fixed-rate debt:	(In thousands)
Steeplegate Mall (1)	$	45,858	$	47,970		4.94	%	August 2014
Bel Air Mall (2)	111,276		—			5.30		December 2015
Greenville Mall (2)	40,602		41,375			5.29		December 2015
Vista Ridge Mall	68,537		71,270			6.87		April 2016
Washington Park Mall	10,505		10,872			5.35		April 2016
The Centre at Salisbury (2)	115,000		115,000			5.79		May 2016
The Mall at Turtle Creek	77,648		78,615			6.54		June 2016
Collin Creek Mall	58,128		60,206			6.78		July 2016
Grand Traverse Mall	59,479		60,429			5.02		February 2017
The Shoppes at Knollwood Mall (8)	—		36,281			—		—
West Valley Mall (2) (3)	59,000		—			3.24		September 2018
Pierre Bossier Mall	46,654		47,400			4.94		May 2022
Pierre Bossier Anchor	3,637		3,718			4.85		May 2022
Southland Center (MI)	76,037		77,205			5.09		July 2022
Chesterfield Towne Center (2)	107,967		109,737			4.75		October 2022
Animas Valley Mall	50,053		50,911			4.41		November 2022
Lakeland Square (2)	68,053		69,241			4.17		March 2023
Valley Hills Mall (2)	66,492		67,572			4.47		July 2023
Chula Vista Center (2) (4)	70,000		—			4.18		July 2024
The Mall at Barnes Crossing (2)	67,000		—			4.29		September 2024
Bayshore Mall (2) (7)	46,500		27,720			3.96		October 2024
Sikes Senter (2) (4)	—		55,494			—		—
Total Fixed-rate debt	$	1,248,426	$	1,031,016
Less: Market rate adjustments	769		(9,583		)
	$	1,249,195	$	1,021,433
Variable- rate debt:
NewPark Mall (2) (5)	$	65,304	$	66,113		3.42	%	May 2017
West Valley Mall (2)	—		59,000			—		September 2018
2013 Term Loan (6)	260,000		260,000			2.92		November 2018
2013 Revolver (6)	10,000		48,000			2.92		November 2017
Total Variable-rate debt:	$	335,304	$	433,113
Total mortgages, notes and loan payable	$	1,584,499	$	1,454,546

Explanatory Notes:

⁽¹⁾ The loan matured on August 1, 2014 and was not repaid. As such, the loan is in default.

⁽²⁾ See the significant property loan refinancings and acquisitions table below under "—Property-Level Debt" in this Note 5 for additional information regarding the debt related to each property.

⁽³⁾ As of December 31, 2013, the interest rate related to West Valley Mall was variable rate at LIBOR plus 175 basis points. During January 2014, the Company entered into a swap transaction which fixed the interest rate on the loan for this property to 3.24%. See Note 7 for further details.

⁽⁴⁾ On July 1, 2014, the Company removed Chula Vista Center from the 2013 Senior Facility (as defined below) collateral pool and placed a new non-recourse mortgage loan on Chula Vista Center. Sikes Senter was repaid on July 1, 2014 from proceeds from the Chula Vista Center refinancing and upon repayment Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility collateral pool balance.

⁽⁵⁾ During July 2014, the Company reduced the spread fromLIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

⁽⁶⁾ LIBOR (30 day) plus 275 basis points.

⁽⁷⁾ On October 16, 2014, the Company placed a new non-recourse mortgage loan on Bayshore Mall located in Eureka, CA for $46.5 million. The loan bears interest at a fixed rate of 3.96%, matures in October 2024, and is interest only for the first three years.

⁽⁸⁾ As of December 31, 2014, the loan of $33.5 million, net of market rate adjustment, on The Shoppes at Knollwood Mall is shown as a component of "Liabilities of property held for sale" on the Consolidated Balance Sheets. The loan was defeased upon the sale of the property in January 2015.

Schedule of Maturities of Long-term Debt

As of December 31, 2014, future scheduled maturities of outstanding long term debt obligations are as follows ($ in thousands):

	Total
2015	$	213,119
2016	332,762
2017	140,759
2018	328,892
2019	11,752
Thereafter	556,446
	$	1,583,730
Unamortized market rate adjustment	769
Total mortgages, notes and loans payable	$	1,584,499

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET (Tables)

12 Months Ended

Dec. 31, 2014

Accounts Payable and Accrued Liabilities, Current [Abstract]

Summary of the significant components of accounts payable and accrued expenses, net

The following table summarizes the significant components of accounts payable and accrued expenses, net:

	December 31,
	2014		2013
	(In thousands)
Below-market tenant leases, net (Note 2)	$	43,292	$	40,247
Construction payable	16,272		21,821
Accounts payable and accrued expenses	9,901		10,310
Deferred income	5,471		6,539
Accrued dividend	9,885		6,454
Accrued payroll and other employee liabilities	9,352		7,942
Accrued real estate taxes	9,028		5,640
Asset retirement obligation liability	4,545		4,745
Accrued interest	4,380		4,213
Tenant and other deposits	1,336		1,249
Other	514		523
Total accounts payable and accrued expenses, net	$	113,976	$	109,683

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ORGANIZATION

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION

General

Rouse Properties, Inc. is a Delaware corporation that was created to hold certain assets and liabilities of General Growth Properties, Inc ("GGP"). Prior to January 12, 2012, Rouse Properties, Inc. and its subsidiaries ("Rouse" or the "Company") were a wholly-owned subsidiary of GGP Limited Partnership (“GGP LP”). GGP distributed the assets and liabilities of 30 of its wholly-owned properties (“RPI Businesses”) to Rouse on January 12, 2012 (the “Spin-Off Date”). Before the spin-off, the Company had not conducted any business as a separate company and had no material assets or liabilities. The operations, assets and liabilities of the business were transferred to the Company by GGP on the Spin-Off Date and are presented as if the transferred business was our business for all historical periods prior to the Spin-Off Date. As such, the Company's assets and liabilities on the Spin-Off Date were reflective of GGP's respective carrying values. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Rouse from January 12, 2012 through December 31, 2014 and to RPI Businesses before the Spin-Off Date. Before the Spin-Off Date, RPI Businesses were operated as subsidiaries of GGP, which operates as a real estate investment trust (“REIT”). After the Spin-Off Date, the Company elected to continue to operate as a REIT.

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The consolidated balance sheets as of December 31, 2014 and 2013 include the accounts of Rouse, as well as all subsidiaries of Rouse.  The accompanying consolidated and combined statements of operations for the years ended December 31, 2014 and 2013 include the consolidated accounts of Rouse and for the year ended December 31, 2012 include the consolidated accounts of Rouse and the combined accounts of RPI Businesses. The accompanying financial statements for the periods prior to the Spin-Off Date are prepared on a carve out basis from the consolidated financial statements of GGP using the historical results of operations and bases of the assets and liabilities of the transferred businesses and includes allocations from GGP. Accordingly, the results presented for the year ended December 31, 2012 reflect the aggregate operations and changes in cash flows and equity on a carved-out basis for the period from January 1, 2012 through January 12, 2012 and on a consolidated basis from January 13, 2012 through December 31, 2012.The accompanying consolidated financial statements include the accounts of Rouse, as well as all subsidiaries of Rouse and all joint ventures in which the Company has a controlling interest. For consolidated joint ventures, the non-controlling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in non-controlling interests as permanent equity of the Company. All intercompany transactions have been eliminated in consolidation as of and for the years ended December 31, 2014, 2013 and 2012 except end-of-period intercompany balances on the Spin-Off Date between GGP and RPI Businesses which have been considered elements of RPI Businesses' equity.

The Company's historical financial results reflect allocations for certain corporate costs and we believe such allocations are reasonable; however, such results do not reflect what our expenses would have been had the Company been operating as a separate stand-alone public company. The corporate allocations for the year ended December 31, 2012 include allocations for the period from January 1, 2012 through January 12, 2012 which aggregated $0.4 million. These allocations have been included in "General and administrative expenses" on the Consolidated and Combined Statements of Operations. Costs of the services that were allocated or charged to the Company were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly the Company's percentages of GGP’s adjusted revenue and gross leasable area of assets and also the number of properties.

The Company operates in a single reportable segment referred to as its retail segment, which includes the operation, development and management of regional malls. Each of the Company's operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish our operations based on geography, size or type and all operations are within the United States. No customer or tenant comprises more than 10% of consolidated revenues, and the properties have similar economic characteristics.

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DERIVATIVES (Tables)

12 Months Ended

Dec. 31, 2014

Derivative Instruments, Gain (Loss) [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Company's Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013:

Instrument Type	Location in consolidated balance sheets	Notional Amount		Designated Benchmark Interest Rate	Strike Rate		Fair Value at December 31, 2014			Fair Value at December 31, 2013		Maturity Date
Derivative not designated as hedging instruments		(dollars in thousands)
Interest Rate Cap	Prepaid expenses and other assets, net	$	65,305	One-month LIBOR	4.5	%	$	1		$	45	May 2016
Derivative designated as hedging instruments
Pay fixed / receive variable rate swap	Accounts payable and accrued expenses, net	$	59,000	One-month LIBOR	1.5	%	$	(482	)	$	—	June 2018

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block]

The table below presents the effect of the Company’s derivative financial instruments on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss for the year ended December 31, 2014. The Company had no cash flow hedges during the year ended December 31, 2013.

						Location of Losses Reclassified from OCI/L Into Earnings (Effective Portion)					Location of Gain (Loss) Recognized in Earnings (Ineffective Portion)
Hedging Instrument	Gain (Loss) Recognized in OCI/L (Effective Portion)						Loss Recognized in Earnings (Effective Portion)					Gain Recognized in Earnings (Ineffective Portion)
	(dollars in thousands)
Year Ended December 31,	2014			2013			2014		2013			2014		2013
Pay fixed / receive variable rate swap	$	(1,210	)	$	—	Interest expense	$	728	$	—	n.a.	$	—	$	—

Designated as Hedging Instrument [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

As of December 31, 2014, the Company had the following outstanding interest rate derivative that was designated as a cash flow hedge of interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
		(in thousands)
Interest rate swap	1	$59,000

Not Designated as Hedging Instrument [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

As of December 31, 2014, the Company had the following outstanding derivative that was not designated as a hedge in qualifying hedging relationships:

Interest Rate Derivative	Number of Instruments	Notional Amount
		(in thousands)
Interest rate cap	1	$65,305

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Impairment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended			1 Months Ended	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2013	Mar. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Provision for impairment	$ 0	$ 15,965	$ 36,821	$ 0
Gain on extinguishment of debt		0	13,995	0
The Boulevard Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on extinguishment of debt					14,000
The Boulevard Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Provision for impairment						21,700
Collin Creek Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Provision for impairment		5,100
Steeplegate Mall [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Provision for impairment		$ 10,900	$ 15,200

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MORTGAGES, NOTES AND LOANS PAYABLE - Summary (Details) (USD $) In Thousands, unless otherwise specified	0 Months Ended	1 Months Ended	12 Months Ended
	Jun. 30, 2014	Jul. 31, 2014	Dec. 31, 2014	Dec. 31, 2013	May 31, 2014	Apr. 30, 2014	Jul. 30, 2013	Jun. 30, 2013	Nov. 30, 2013	Sep. 30, 2013	Aug. 31, 2013	Mar. 31, 2013	Feb. 28, 2013	May 31, 2013	Jun. 30, 2012	Aug. 29, 2014	Oct. 31, 2014	Oct. 16, 2014	Sep. 30, 2014	Feb. 28, 2014	Apr. 30, 2013
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			$ 1,248,426	$ 1,031,016
Less: Market rate adjustments			769	(9,583)
Fixed-rate debt at fair value			1,249,195	1,021,433
Variable-rate debt			335,304	433,113
Total Mortgages, notes and loans payable			1,584,499	1,454,546
Fixed rate debt, interest rate			3.24%
Steeplegate Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			45,858	47,970
Fixed rate debt, interest rate			4.94%
Bel Air Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			111,276	0
Total Mortgages, notes and loans payable					111,276	0
Fixed rate debt, interest rate			5.30%
GreenvilleMall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			40,602	41,375
Total Mortgages, notes and loans payable							41,700	0
Fixed rate debt, interest rate			5.29%
Vista Ridge Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			68,537	71,270
Fixed rate debt, interest rate			6.87%
Washington Park Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			10,505	10,872
Fixed rate debt, interest rate			5.35%
The Centre at Salisbury [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			115,000	115,000
Total Mortgages, notes and loans payable			3,500	115,000					0
Fixed rate debt, interest rate			5.79%
The Mall at Turtle Creek [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			77,648	78,615
Fixed rate debt, interest rate			6.54%
Collin Creek Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			58,128	60,206
Fixed rate debt, interest rate			6.78%
Grand Traverse Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			59,479	60,429
Fixed rate debt, interest rate			5.02%
Knollwood Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			0	36,281
Fixed rate debt, interest rate			0.00%
West Valley Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			59,000	0
Variable-rate debt			0	59,000
Total Mortgages, notes and loans payable										59,000	47,100
Fixed rate debt, interest rate			3.24%
Variable-rate debt, interest rate			0.00%
Pierre Bossier Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			46,654	47,400
Fixed rate debt, interest rate			4.94%
Pierre Bossier Anchor [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			3,637	3,718
Fixed rate debt, interest rate			4.85%
Southland Center [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			76,037	77,205
Fixed rate debt, interest rate			5.09%
ChesterfieldTowneCenter [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			107,967	109,737
Total Mortgages, notes and loans payable				109,737					0
Fixed rate debt, interest rate			4.75%
Animas Valley Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			50,053	50,911
Fixed rate debt, interest rate			4.41%
Lakeland Square Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			68,053	69,241
Total Mortgages, notes and loans payable												70,000	50,300
Fixed rate debt, interest rate			4.17%
Valley Hills [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			66,492	67,572
Total Mortgages, notes and loans payable														51,400	68,000
Fixed rate debt, interest rate			4.47%
Chula Vista Center [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			70,000	0
Total Mortgages, notes and loans payable	0	70,000
Fixed rate debt, interest rate			4.18%
The Mall at Barnes Crossing [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			67,000	0
Total Mortgages, notes and loans payable		0														67,000
Fixed rate debt, interest rate			4.29%
Bay Shore Mall [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			46,500	27,720														46,500
Total Mortgages, notes and loans payable																	46,500		0
Fixed rate debt, interest rate			3.96%																	7.13%
Sikes Center [Member]
Mortgages, notes and loans payable [Line Item]
Fixed-rate debt			0	55,494
Total Mortgages, notes and loans payable	54,618	0
Fixed rate debt, interest rate			0.00%
NewPark Mall [Member]
Mortgages, notes and loans payable [Line Item]
Debt Instrument, Basis Spread on Variable Rate	4.05%	3.25%	7.50%
Variable-rate debt			65,304	66,113
Total Mortgages, notes and loans payable														66,500							62,900
Variable-rate debt, interest rate			3.42%
2013 Term Loan [Member]
Mortgages, notes and loans payable [Line Item]
Variable-rate debt			260,000	260,000
Variable-rate debt, interest rate			2.92%
2013 Revolver [Member]
Mortgages, notes and loans payable [Line Item]
Variable-rate debt			$ 10,000	$ 48,000
Variable-rate debt, interest rate			2.92%

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Total revenues	$ 81,715	$ 74,783	$ 67,790	$ 67,839	$ 67,350	$ 60,315	$ 58,381	$ 57,496	$ 292,127	$ 243,542	$ 224,299
Operating income	7,100	322	10,677	13,340	(912)	13,133	12,387	12,640	31,438	37,248	27,025
Net loss	$ (12,711)	$ (26,372)	$ (8,175)	$ (4,425)	$ (24,692)	$ (4,683)	$ 4,116	$ (29,486)	$ (51,685)	$ (54,745)	$ (68,659)
Net loss per share - Basic and diluted (in dollars per share)	$ (0.22)	$ (0.46)	$ (0.14)	$ (0.08)	$ (0.50)	$ (0.09)	$ 0.08	$ (0.60)	$ (0.90)	$ (1.11)	$ (1.49)
Common stock dividend declared (in dollars per share)	$ 0.17	$ 0.17	$ 0.17	$ 0.17	$ 0.13	$ 0.13	$ 0.13	$ 0.13	$ 0.68	$ 0.52	$ 0.21
Weighted average shares outstanding (shares)	57,531,859	57,519,412	57,519,079	56,129,522	49,358,281	49,346,798	49,342,013	49,332,151	57,203,196	49,344,927	46,149,893

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CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2014	Dec. 31, 2013
Investment in real estate:
Land	$ 371,363,000	$ 353,061,000
Buildings and equipment	1,820,072,000	1,595,070,000
Less accumulated depreciation	(189,838,000)	(142,432,000)
Net investment in real estate	2,001,597,000	1,805,699,000
Cash and cash equivalents	14,308,000	14,224,000
Restricted cash	48,055,000	46,836,000
Accounts receivable, net	35,492,000	30,444,000
Deferred expenses, net	52,611,000	46,055,000
Prepaid expenses and other assets, net	62,690,000	76,252,000
Real Estate Assets Held for Development and Sale	55,647,000	0
Total assets	2,270,400,000	2,019,510,000
Liabilities:
Mortgages, notes and loans payable	1,584,499,000	1,454,546,000
Accounts payable and accrued expenses, net	113,976,000	109,683,000
Disposal Group, Including Discontinued Operation, Liabilities, Current	38,590,000	0
Total liabilities	1,737,065,000	1,564,229,000
Commitments and contingencies	0	0
Equity:
Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at December 31, 2014 and 2013	0	0
Common Stock, Value, Issued	578,000	497,000
Common Stock, Class B, Value Issued	0
Additional paid-in capital	679,275,000	565,798,000
Accumulated deficit	(162,881,000)	(111,125,000)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(482,000)	0
Total stockholders' equity	516,490,000	455,170,000
Non-controlling interest	16,845,000	111,000
Total equity	533,335,000	455,281,000
Total liabilities and equity	2,270,400,000	2,019,510,000
Common Class B [Member]
Equity:
Common Stock, Class B, Value Issued		$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Weighted Average Shares Outstanding) (Details)	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Weighted-average shares outstanding
Weighted average shares - basic and diluted (shares)	57,531,859	57,519,412	57,519,079	56,129,522	49,358,281	49,346,798	49,342,013	49,332,151	57,203,196	49,344,927	46,149,893

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CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Dividends (usd per share)	$ 0.52	$ 0.21
Common
Issuance of common stock related to the spin-off and transfer of GGP equity on the spin-off date, shares		35,547,049
Issuance of common stock related to the rights offering, shares		13,333,333
Common Class B [Member]
Issuance of common stock related to the spin-off and transfer of GGP equity on the spin-off date, shares		359,056

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DERIVATIVES (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2014	Dec. 31, 2013
Cash Flow Hedging [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Number of Instruments		1
Designated as Hedging Instrument [Member] | Interest Expense [Member]
Derivative [Line Items]
Gain Recognized in Earnings (Effective Portion)	$ 0	$ (1,210)
Loss Recognized in Earnings (Effective Portion)		728	0
Gain Recognized in Earnings (Ineffective Portion)		0	0
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Accounts Payable and Accrued Liabilities [Member]
Derivative [Line Items]
Notional Amount		59,000
Strike Rate		1.50%
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Accounts Payable and Accrued Liabilities [Member] | Fair Value, Measurements, Recurring [Member]
Derivative [Line Items]
Derivative Liability, Fair Value, Gross Liability		(482)	0
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member] | Prepaid Expenses and Other Current Assets [Member]
Derivative [Line Items]
Notional Amount		65,305
Strike Rate		4.50%
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member] | Prepaid Expenses and Other Current Assets [Member] | Fair Value, Measurements, Recurring [Member]
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset		1	45
Not Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Accounts Payable and Accrued Liabilities [Member]
Derivative [Line Items]
Notional Amount		$ 65,305

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RENTALS UNDER OPERATING LEASES (Tables)

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

Schedule of Minimum Future Rental Based on Operating Leases of the Entity's Consolidated Properties Held

The minimum future rentals based on operating leases of the Company's consolidated properties owned as of December 31, 2014 are as follows:

Year	Amount
	(In thousands)
2015	$	242,263
2016	201,027
2017	161,901
2018	126,967
2019	105,235
Subsequent	409,646
	$	1,247,039

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STOCK BASED COMPENSATION PLANS (Details 2) (Employee Stock Option [Member], USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	3,313,869	[1]	2,579,171	1,945,643
Weighted Average Remaining Contractual Term (in years)	7 years 11 months
Weighted Average Exercise Price (in dollars per share)	$ 15.89		$ 15.14	$ 14.64
Stock options becoming fully vested and exercisable (in shares)	878,288		371,214
Intrinsic value of options vested	$ 3.2		$ 2.8
Weighted Average Exercise Price (in dollars per share)	$ 14.93		$ 14.65
Weighted average contractual term	7 years 6 months		8 years 4 months 7 days
Recognition of share-based compensation expense	$ 1.8		$ 1.4	$ 1.0
March 2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	1,500,514
Weighted Average Remaining Contractual Term (in years)	7 years 3 months
Weighted Average Exercise Price (in dollars per share)	$ 14.72
May 2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	21,900
Weighted Average Remaining Contractual Term (in years)	7 years 5 months 1 day
Weighted Average Exercise Price (in dollars per share)	$ 13.71
August 2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	36,400
Weighted Average Remaining Contractual Term (in years)	7 years 8 months 1 day
Weighted Average Exercise Price (in dollars per share)	$ 13.75
October 2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	297,257
Weighted Average Remaining Contractual Term (in years)	7 years 10 months 1 day
Weighted Average Exercise Price (in dollars per share)	$ 14.47
February 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	679,300
Weighted Average Remaining Contractual Term (in years)	8 years 2 months 1 day
Weighted Average Exercise Price (in dollars per share)	$ 16.48
Award Issuance Period February 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	750,300
Weighted Average Remaining Contractual Term (in years)	9 years 1 month 26 days
Weighted Average Exercise Price (in dollars per share)	$ 18.40
Award Issuance Period July 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	28,198
Weighted Average Remaining Contractual Term (in years)	9 years 6 months 25 days
Weighted Average Exercise Price (in dollars per share)	$ 17.20

[1] As of December 31, 2014 and December 31, 2013, 878,288 and 371,214, respectively, stock options became fully vested and are currently exercisable. As of December 31, 2014, and December 31, 2013, the intrinsic value of these options was $3.2 million and $2.8 million, respectively, and such stock options had a weighted average stock price of $14.93 and $14.65, respectively. The weighted average remaining contractual term as of December 31, 2014 and December 31, 2013 was 7.5 and 8.4 years, respectively.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in legal proceedings relating to the ownership and operations of the Company's properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on the Company's combined financial position, results of operations or liquidity.

In connection with the ownership and operation of real estate, the Company may be potentially liable for costs and damages related to environmental matters. In management's opinion, the liabilities, if any, that may ultimately result from such environmental matters are not expected to have a material effect on the Company's combined financial position, results of operations or liquidity.

In conjunction with the acquisition of The Centre at Salisbury, the Company guaranteed a maximum amount of $3.5 million until certain financial covenants are met for two consecutive years.

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RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Party Transaction, Schedule of Future Minimum Rental Payments for Operating Leases

The following table describes the Company's future rental expenses related to the office leases for the Company's New York office:

Year	Amount
	(In thousands)
2015	$	1,076
2016	1,086
2017	1,147
2018	1,147
2019	1,147
Subsequent	2,230
	$	7,833

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

In January 2015, the Company sold The Shoppes at Knollwood in St. Louis Park, MN, for gross proceeds of $106.7 million. The mortgage debt balance of $35.1 million was defeased simultaneously with the sale of the property. Net proceeds of $54.7 million were available for general corporate purposes, including acquisitions and ongoing capital investments within the existing portfolio.

In January 2015, the Company acquired Mt. Shasta Mall located in Redding, CA, for a total purchase price of $49.0 million. In February 2015, the Company placed a new $31.9 million non-recourse mortgage loan on the property that bears interest at 4.19%, matures in March 2025, is interest only for the first three years and amortizes on a 30 year schedule thereafter. The transaction will be accounted for using the acquisition method of accounting. Accordingly, the results of operations of Mt. Shasta Mall since the acquisition date will be included in our Condensed Consolidated Financial Statements for the first quarter of 2015. We are in the process of gathering information to allocate the purchase price to the assets acquired and liabilities assumed. All of the assets acquired and liabilities assumed in the transaction will be recognized at their acquisition date fair values.

In February 2015, the Company paid off the remaining mortgage loan balance of $10.4 million on Washington Park Mall.

In February 2015, the Company's Board of Directors declared a first quarter common stock dividend of $0.18 per share, which will be paid on April 30, 2015 to stockholders of record on April 15, 2015.

In February 2015, the loan associated with Vista Ridge Mall was transferred to special servicing.

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RENTALS UNDER OPERATING LEASES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Leases [Abstract]
2015	$ 242,263
2016	201,027
2017	161,901
2018	126,967
2019	105,235
Subsequent	409,646
Operating Leases, Future Minimum Payments Receivable	$ 1,247,039

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CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]
Net loss	$ (51,685,000)	$ (54,745,000)	$ (68,659,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(51,685,000)	(54,745,000)	(68,659,000)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Provision for doubtful accounts	1,228,000	888,000	1,919,000
Depreciation	91,248,000	60,557,000	64,550,000
Amortization	9,054,000	6,702,000	6,540,000
Amortization/write-off of deferred financing costs	4,209,000	12,519,000	9,926,000
Amortization/write-off of debt market rate adjustments	8,572,000	8,278,000	19,346,000
Amortization of above/below market leases and tenant inducements	13,101,000	16,973,000	24,153,000
Straight-line rent amortization	(1,785,000)	(3,517,000)	(3,608,000)
Provision for impairment	15,965,000	36,821,000	0
Gain on extinguishment of debt	0	(14,324,000)	0
Stock based compensation	3,699,000	3,019,000	1,801,000
Net changes:
Accounts receivable	(4,491,000)	(2,563,000)	(6,889,000)
Prepaid expenses and other assets	611,000	1,220,000	1,195,000
Deferred expenses	(14,998,000)	(12,017,000)	(7,140,000)
Restricted cash	2,258,000	39,000	(8,977,000)
Accounts payable and accrued expenses	5,315,000	2,752,000	4,120,000
Net cash provided by operating activities	82,301,000	62,602,000	38,277,000
Cash Flows from Investing Activities:
Acquisitions of real estate properties	(109,330,000)	(81,203,000)	(33,331,000)
Development, building and tenant improvements	(122,325,000)	(63,032,000)	(31,012,000)
Demand deposit from affiliate	0	150,000,000	(150,000,000)
Purchase of short term investment	0	0	(29,989,000)
Sale of short term investment	0	0	29,989,000
Deposit for acquisition	1,000,000	0	0
Restricted cash	(3,477,000)	(6,229,000)	(22,259,000)
Net cash used in investing activities	(236,132,000)	(464,000)	(236,602,000)
Cash Flows from Financing Activities:
Proceeds received from equity offering	156,974,000	0	200,000,000
Underwriting Discount	(6,278,000)	0	0
Proceeds received from stock option exercise	28,000	161,000	0
Payments for offering costs	(467,000)	(417,000)	(8,392,000)
Sale of treasury stock	0	187,000	(170,000)
Contributions from non-controlling interest	0	0	111,000
Change in GGP investment, net	0	0	(8,394,000)
Proceeds from refinance/issuance of mortgages, notes and loans payable	183,500,000	523,500,000	616,360,000
Borrowing under revolving line of credit	55,000,000	55,000,000	10,000,000
Principal payments on mortgages, notes and loans payable	(103,233,000)	(594,389,000)	(558,262,000)
Repayment under revolving credit line	(93,000,000)	(7,000,000)	(10,000,000)
Dividends paid	(36,968,000)	(22,839,000)	(6,943,000)
Deferred financing costs	(1,641,000)	(10,209,000)	(28,097,000)
Net cash provided by (used in) financing activities	153,915,000	(56,006,000)	206,213,000
Net change in cash and cash equivalents	84,000	6,132,000	7,888,000
Cash and cash equivalents at beginning of period	14,224,000	8,092,000	204,000
Cash and cash equivalents at end of period	14,308,000	14,224,000	8,092,000
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest	71,855,000	61,564,000	67,822,000
Capitalized interest	(2,548,000)	(998,000)	0
Non-Cash Transactions:
Change in accrued capital expenditures included in accounts payable and accrued expenses	(439,000)	12,237,000	4,281,000
Dividends declared, not yet paid	9,885,000	6,454,000	3,479,000
Non Cash Market Rate Adjustments and Deferred Financing Amortization	400,000
Non-cash changes related to acquisition accounting:
Land	8,969,000	51,055,000	33,674,000
Buildings and equipment, net	103,123,000	217,011,000	109,601,000
Deferred expenses, net	1,841,000	4,583,000	1,276,000
Prepaid and other assets	5,461,000	9,983,000	6,682,000
Mortgages, notes and loans payable	(112,505,000)	(266,641,000)	(146,363,000)
Accounts payable and accrued expenses	(6,889,000)	(15,991,000)	(4,870,000)
Noncash or Part Noncash Divestiture [Abstract]
Land	0	(26,108,000)	0
Buildings and equipment, net	0	(33,015,000)	0
Deferred expenses, net	0	1,676,000	0
Prepaid and other assets	0	(4,281,000)	0
Mortgages, notes and loans payable	0	81,028,000	0
Accounts payable and accrued expenses	$ 0	$ 3,494,000	$ 0

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Preferred Stock [Member]
Par value of shares (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized (in shares)	50,000,000	50,000,000
Number of preferred shares issued (in shares)	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	57,748,141	49,652,596
Common stock, shares outstanding (in shares)	57,743,981	49,648,436
Common Class B [Member]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000	1,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

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COMMON STOCK

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

COMMON STOCK

COMMON STOCK

On January 13, 2014, the Company issued 8,050,000 shares of common stock in an underwritten public offering of its common stock at a public offering price of $19.50 per share. Net proceeds of the public offering were approximately $150.7 million after deducting the underwriting discount of $6.3 million and offering costs.

During the year ended December 31, 2013, 359,056 shares of the Company's Class B common stock were converted into 359,056 shares of the Company's common stock, at the request of the then holders of the Class B common stock. During the year ended December 31, 2013, the Company also sold 10,559 shares of common stock which were held as treasury stock at a stock price of $17.91 per share.

Brookfield Asset Management, Inc. and its affiliates (collectively, "Brookfield") owned approximately 33.6% of the Company as of December 31, 2014.

Dividends

On February 27, 2014, the Company's Board of Directors declared a first quarter common stock dividend of $0.17 per share, which was paid on April 30, 2014 to stockholders of record on April 15, 2014.

On May 1, 2014, the Company's Board of Directors declared a second quarter common stock dividend of $0.17 per share, which was paid on July 31, 2014 to stockholders of record on July 15, 2014.

On July 31, 2014, the Company's Board of Directors declared a third quarter common stock dividend of $0.17 per share, which was paid on October 31, 2014 to stockholders of record on October 15, 2014.

On October 30, 2014, the Company's Board of Directors declared a fourth quarter common stock dividend of $0.17 per share, which was paid on January 30, 2015 to stockholders of record on January 15, 2015.

Dividend Reinvestment and Stock Purchase Plan

On May 12, 2014, the Company established a Dividend Reinvestment and Stock Purchase Plan ("DRIP"). Under the DRIP, the Company's stockholders may purchase additional shares of common stock by automatically reinvesting all or a portion of the cash dividends paid on their shares of common stock or by making optional cash payments, or both, at fees described in the DRIP prospectus. The DRIP commenced with the payment of the second quarter dividend which was paid on July 31, 2014 to stockholders of record on July 15, 2014. To date, the Company has purchased the shares needed to satisfy the DRIP elections in the open market. No additional shares have been issued.

Employee Stock Purchase Plan

On July 1, 2014, the Company commenced enrollment under its Employee Stock Purchase Plan (the "ESPP"). The ESPP was implemented to provide eligible employees of the Company and its participating subsidiaries with an opportunity to purchase common stock of the Company at a discount of 5%, through accumulated payroll deductions or other permitted contributions. The ESPP was adopted by the Company's Board of Directors on February 27, 2014 and approved by its stockholders on May 9, 2014. The first offering period commenced on August 1, 2014 and had a duration of three months, closing on October 31, 2014. The maximum number of shares of common stock that may be issued under the ESPP is 500,000 subject to adjustments under certain circumstances. As a result of the ESPP, 1,376 shares were issued under the ESPP during the year ended December 31, 2014.

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DOCUMENT AND ENTITY INFORMATION (USD $)	12 Months Ended
	Dec. 31, 2014	Feb. 27, 2015	Jun. 30, 2014
Document and Entity Information
Entity Registrant Name	Rouse Properties, Inc.
Entity Central Index Key	0001528558
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding (shares)		57,789,061
Entity Public Float			$ 691,886,982
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No

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STOCK BASED COMPENSATION PLANS

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK BASED COMPENSATION PLANS

STOCK BASED COMPENSATION PLANS

Incentive Stock Plans

On January 12, 2012, the Company adopted the Rouse Properties, Inc. 2012 Equity Incentive Plan (the “Equity Plan”). The number of shares of common stock reserved for issuance under the Equity Plan is 4,887,997. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the "Awards"). Directors, officers, other employees and consultants of Rouse and its subsidiaries and affiliates are eligible for Awards. No participant may be granted more than 2,500,000 shares. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.

Stock Options

Pursuant to the Equity Plan, the Company granted stock options to certain employees of the Company.  The vesting terms of these grants are specific to the individual grant.  In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions).  In the event that a participating employee ceases to be employed by the Company, any options that have not vested will generally be forfeited. Stock options generally vest annually over a five year period.

The following tables summarize stock option activity for the Equity Plan for the years ended December 31, 2014 and 2013:

	2014			2013
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Stock options outstanding at January 1,	2,579,171		$15.14	1,945,643		$14.64
Granted	778,498		18.36	695,900		16.48
Exercised	(1,680	)	16.48	(10,880	)	14.72
Forfeited	(42,120	)	15.34	(51,492	)	14.43
Expired	—		—	—		—
Stock options outstanding at December 31,	3,313,869		$15.89	2,579,171		$15.14

	Stock Options Outstanding (1)
Issuance	Shares	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price
March 2012	1,500,514	7.25	$14.72
May 2012	21,900	7.42	13.71
August 2012	36,400	7.67	13.75
October 2012	297,257	7.84	14.47
February 2013	679,300	8.17	16.48
February 2014	750,300	9.15	18.40
July 2014	28,198	9.57	17.20
Stock options outstanding at December 31, 2014	3,313,869	7.92	$15.89

Explanatory Note:

⁽¹⁾As of December 31, 2014 and December 31, 2013, 878,288 and 371,214, respectively, stock options became fully vested and are currently exercisable. As of December 31, 2014, and December 31, 2013, the intrinsic value of these options was $3.2 million and $2.8 million, respectively, and such stock options had a weighted average stock price of$14.93and$14.65, respectively. The weighted average remaining contractual term as ofDecember 31, 2014and December 31, 2013 was7.5and8.4years, respectively.

The Company recognized $1.8 million, $1.4 million and $1.0 million in compensation expense related to the stock options for the years ended December 31, 2014, 2013 and 2012, respectively, which is recorded in "General and administrative" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

Restricted Stock

Pursuant to the Equity Plan, the Company granted restricted stock to certain employees and non-employee directors.  The vesting terms of these grants are specific to the individual grant, and are generally three to four year periods. In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions).  In the event that a participating employee ceases to be employed by the Company, any shares that have not vested will generally be forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest.

The following table summarizes restricted stock activity for the years ended December 31, 2014 and 2013:

	2014			2013
	Shares		Weighted Average Grant Date Fair Value	Shares		Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding at January 1,	278,617		$14.85	263,669		$14.69
Granted	42,489		18.40	36,573		16.48
Forfeited	—		—	(4,160	)	14.72
Cancelled	—		—	—		—
Vested	(115,375	)	15.08	(17,465	)	15.47
Nonvested restricted stock grants outstanding at December 31,	205,731		$15.45	278,617		$14.85

The 4,160 shares of restricted stock that were forfeited during the year ended December 31, 2013 will be held in treasury for future restricted stock or option issuances.

The weighted average remaining contractual term (in years) of granted, nonvested awards as of December 31, 2014 was 0.9 years.

The Company recognized $1.9 million, $1.6 million and $1.5 million in compensation expense related to the restricted stock for the years ended December 31, 2014, 2013 and 2012, respectively, which is included in "General and administrative" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

Other Disclosures

The estimated values of options granted in the table above are based on the Black-Scholes pricing model using the assumptions in the table below.  The estimate of the risk-free interest rate is based on the average of a 5- and 10-year U.S. Treasury note on the date the options were granted.  The estimate of the dividend yield and expected volatility is based on a review of publicly-traded peer companies.  The expected life is computed using the simplified method as the Company does not have historical share option data. The fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model with the following 2014 and 2013 weighted-average assumptions:

2014:
Risk-free interest rate	1.83% - 1.95%
Dividend yield	3.70% - 3.95%
Expected volatility	27.75% - 28.27%
Expected life (in years)	6.5
2013:
Risk-free interest rate	1.10	%
Dividend yield	4.25	%
Expected volatility	26.00	%
Expected life (in years)	6.5

As of December 31, 2014, total compensation expense, which had not yet been recognized, related to nonvested options and restricted stock grants was $7.4 million. Of this total, $3.2 million relates to 2015, $2.4 million relates to 2016, $1.1 million relates to 2017, $0.6 million relates to 2018, and $0.1 million relates to 2019, will be recognized, respectively, in "General and administrative" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, and actual forfeiture rates differing from estimated forfeiture rates.

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CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues:
Minimum rents	$ 200,354	$ 165,097	$ 148,695
Tenant recoveries	77,580	66,061	64,638
Overage rents	6,470	5,943	5,912
Other	7,723	6,441	5,054
Total revenues	292,127	243,542	224,299
Expenses:
Property operating costs	70,269	60,288	57,482
Real estate taxes	26,571	22,089	22,827
Property maintenance costs	11,331	11,446	13,242
Marketing	3,257	3,734	3,602
Provision for doubtful accounts	1,228	887	1,855
General and administrative	26,329	21,971	20,652
Provision for impairment	15,965	15,159	0
Depreciation and amortization	100,302	66,497	67,709
Other	5,437	4,223	9,905
Total expenses	260,689	206,294	197,274
Operating income	31,438	37,248	27,025
Interest income	323	548	755
Interest expense	(82,909)	(82,534)	(90,103)
Loss before income taxes and discontinued operations	(51,148)	(44,738)	(62,323)
Provision for income taxes	(537)	(844)	(445)
Loss from continuing operations	(51,685)	(45,582)	(62,768)
Discontinued operations:
Loss from discontinued operations	0	(23,158)	(5,891)
Gain on extinguishment of debt	0	13,995	0
Discontinued operations, net	0	(9,163)	(5,891)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(51,685)	(54,745)	(68,659)
Net (Income) Loss Attributable to Noncontrolling Interest	(71)	0	0
Net income (loss) attributable to parent	(51,756)	(54,745)	(68,659)
Net loss	(51,685)	(54,745)	(68,659)
Loss from continuing operations per share- Basic and Diluted (in dollars per share)	$ (0.90)	$ (0.92)	$ (1.36)
Net loss per share - Basic and diluted (in dollars per share)	$ (0.90)	$ (1.11)	$ (1.49)
Common stock dividend declared (in dollars per share)	$ 0.68	$ 0.52	$ 0.21
Accumulated Other Comprehensive Income (Loss), Net of Tax	(482)	0	0
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ (52,167)	$ (54,745)	$ (68,659)

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MORTGAGES, NOTES AND LOANS PAYABLE

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:

	December 31,
	2014		2013			Interest Rate at December 31, 2014		Schedule Maturity Date
Fixed-rate debt:	(In thousands)
Steeplegate Mall (1)	$	45,858	$	47,970		4.94	%	August 2014
Bel Air Mall (2)	111,276		—			5.30		December 2015
Greenville Mall (2)	40,602		41,375			5.29		December 2015
Vista Ridge Mall	68,537		71,270			6.87		April 2016
Washington Park Mall	10,505		10,872			5.35		April 2016
The Centre at Salisbury (2)	115,000		115,000			5.79		May 2016
The Mall at Turtle Creek	77,648		78,615			6.54		June 2016
Collin Creek Mall	58,128		60,206			6.78		July 2016
Grand Traverse Mall	59,479		60,429			5.02		February 2017
The Shoppes at Knollwood Mall (8)	—		36,281			—		—
West Valley Mall (2) (3)	59,000		—			3.24		September 2018
Pierre Bossier Mall	46,654		47,400			4.94		May 2022
Pierre Bossier Anchor	3,637		3,718			4.85		May 2022
Southland Center (MI)	76,037		77,205			5.09		July 2022
Chesterfield Towne Center (2)	107,967		109,737			4.75		October 2022
Animas Valley Mall	50,053		50,911			4.41		November 2022
Lakeland Square (2)	68,053		69,241			4.17		March 2023
Valley Hills Mall (2)	66,492		67,572			4.47		July 2023
Chula Vista Center (2) (4)	70,000		—			4.18		July 2024
The Mall at Barnes Crossing (2)	67,000		—			4.29		September 2024
Bayshore Mall (2) (7)	46,500		27,720			3.96		October 2024
Sikes Senter (2) (4)	—		55,494			—		—
Total Fixed-rate debt	$	1,248,426	$	1,031,016
Less: Market rate adjustments	769		(9,583		)
	$	1,249,195	$	1,021,433
Variable- rate debt:
NewPark Mall (2) (5)	$	65,304	$	66,113		3.42	%	May 2017
West Valley Mall (2)	—		59,000			—		September 2018
2013 Term Loan (6)	260,000		260,000			2.92		November 2018
2013 Revolver (6)	10,000		48,000			2.92		November 2017
Total Variable-rate debt:	$	335,304	$	433,113
Total mortgages, notes and loan payable	$	1,584,499	$	1,454,546

Explanatory Notes:

⁽¹⁾ The loan matured on August 1, 2014 and was not repaid. As such, the loan is in default.

⁽²⁾ See the significant property loan refinancings and acquisitions table below under "—Property-Level Debt" in this Note 5 for additional information regarding the debt related to each property.

⁽³⁾ As of December 31, 2013, the interest rate related to West Valley Mall was variable rate at LIBOR plus 175 basis points. During January 2014, the Company entered into a swap transaction which fixed the interest rate on the loan for this property to 3.24%. See Note 7 for further details.

⁽⁴⁾ On July 1, 2014, the Company removed Chula Vista Center from the 2013 Senior Facility (as defined below) collateral pool and placed a new non-recourse mortgage loan on Chula Vista Center. Sikes Senter was repaid on July 1, 2014 from proceeds from the Chula Vista Center refinancing and upon repayment Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility collateral pool balance.

⁽⁵⁾ During July 2014, the Company reduced the spread fromLIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

⁽⁶⁾ LIBOR (30 day) plus 275 basis points.

⁽⁷⁾ On October 16, 2014, the Company placed a new non-recourse mortgage loan on Bayshore Mall located in Eureka, CA for $46.5 million. The loan bears interest at a fixed rate of 3.96%, matures in October 2024, and is interest only for the first three years.

⁽⁸⁾ As of December 31, 2014, the loan of $33.5 million, net of market rate adjustment, on The Shoppes at Knollwood Mall is shown as a component of "Liabilities of property held for sale" on the Consolidated Balance Sheets. The loan was defeased upon the sale of the property in January 2015.

Property-Level Debt

The Company had individual property-level debt (the “Property-Level Debt”) on 20 of its 36 assets, representing $1.31 billion (excluding $0.8 million of market rate adjustments) as of December 31, 2014. As of December 31, 2014 and 2013, the

Property-Level Debt had a weighted average interest rate of 5.0% and 5.2%, respectively, and an average remaining term of 4.9 years and 5.0 years, respectively. The Property-Level Debt is generally non-recourse to the Company and is stand-alone (i.e., not cross-collateralized) first mortgage debt with the exception of customary contingent guarantees and indemnities.

In February 2014, the Company paid off the $27.6 million mortgage debt balance on Bayshore Mall which had a fixed interest rate of 7.13%.

In April 2014, the loan associated with Steeplegate Mall was transferred to special servicing. The loan matured on August 1, 2014 and was not repaid. As such, the loan is in default. Upon default, a receiver was appointed by the lender to take over daily operations of the property. The loan is expected to be satisfied by deed in lieu of foreclosure during the year ending December 31, 2015.

In July 2014, the Company paid off the $54.6 million mortgage debt balance on Sikes Senter. See the table below for further discussion.

The following is a summary of significant property loan refinancings and acquisitions that occurred during the years ended December 31, 2014 and 2013 ($ in thousands):

Property	Date	Balance at Date of Refinancing		Interest Rate		Balance of New Loan		New Interest Rate		Net Proceeds (1)		Maturity
December 31, 2014
Bayshore Mall (2)	October 2014	$	—	—	%	$	46,500	3.96	%	$	43,400	October 2024
The Mall at Barnes Crossing (2)	August 2014	—		—	%	67,000		4.29	%	—		September 2024
Chula Vista Center (3)	July 2014	—		—	%	70,000		4.18	%	15,000		July 2024
Sikes Senter (3)	July 2014	54,618		5.20	%	—		—	%	—		—
Bel Air Mall	May 2014	—		—	%	111,276		5.30	%	—		December 2015
December 31, 2013
Lakeland Square (4)	March 2013	$	50,300	5.12	%	$	70,000	4.17	%	$	13,400	March 2023
NewPark Mall (5)	May 2013	62,900		7.45	%	66,500		LIBOR + 4.05%		1,100		May 2017
Valley Hills Mall	June 2013	51,400		4.73	%	68,000		4.47	%	15,000		July 2023
Greenville Mall	July 2013	—		—	%	41,700		5.29	%	—		December 2015
West Valley Mall (2)(6)	September 2013	47,100		3.43	%	59,000		LIBOR + 1.75%		11,400		September 2018
Chesterfield Towne Center	December 2013	—		—	%	109,737		4.75	%	—		October 2022
The Centre at Salisbury (7)	December 2013	—		—	%	115,000		5.79	%	—		May 2016

Explanatory Notes:

⁽¹⁾ Net proceeds are net of closing costs.

⁽²⁾ The loan is interest-only for the first three years.

⁽³⁾ On July 1, 2014, the Company removed Chula Vista Center, located in Chula Vista, CA, from the 2013 Senior Facility collateral pool and placed a new non-recourse mortgage loan on the property. Sikes Senter, located in Wichita Falls, TX, had an outstanding mortgage loan which was repaid on July 1, 2014 from proceeds from the Chula Vista Center refinancing. Upon repayment, Sikes Senter was added to the 2013 Senior Facility collateral pool with no change to the outstanding 2013 Senior Facility balance.

⁽⁴⁾ On March 6, 2013, the loan associated with Lakeland Square was refinanced for $65.0 million. Subsequently, on March 21, 2013, the loan was increased by $5.0 million to $70.0 million in order to partially fund the acquisition of an anchor building previously owned by a third party.

⁽⁵⁾ The loan provides for an additional subsequent funding of $5.0 million upon achieving certain conditions for a total funding of $71.5 million. During July 2014, the Company reduced the spread from LIBOR (30 day) plus 405 basis points to LIBOR (30 day) plus 325 basis points.

⁽⁶⁾ The loan has a five year extension option subject to the fulfillment of certain conditions. During January 2014, the Company entered into a swap transaction and the loan now has a fixed interest rate of 3.24%.

⁽⁷⁾ The loan is interest-only. In conjunction with the acquisition of The Centre at Salisbury, the Company guaranteed a maximum amount of $3.5 million until certain financial covenants are met for two consecutive years.

Corporate Facilities

2013 Senior Facility

On November 22, 2013, the Company entered into a $510.0 million secured credit facility that provides borrowings on a revolving basis of up to $250.0 million (the "2013 Revolver") and a $260.0 million senior secured term loan (the "2013 Term Loan" and together with the 2013 Revolver, the "2013 Senior Facility"). Borrowings on the 2013 Senior Facility bear interest at LIBOR plus 185 to 300 basis points based on the Company's corporate leverage. Proceeds from the 2013 Senior Facility were used to retire the Company's 2012 Senior Facility, including the 2012 Revolver and the 2012 Term Loan (as each term is defined below), and the $70.9 million non-recourse mortgage loan on Southland Mall in California prior to its maturity date in January 2014. The Company has the option, subject to the satisfaction of certain conditions precedent, to exercise an "accordion" provision to increase the commitments under the 2013 Revolver and/or incur additional term loans in the aggregate amount of $250.0 million such that the aggregate amount of the commitments and outstanding loans under the 2013 Secured Facility does not exceed $760.0 million. During the year ended December 31, 2014, the Company exercised a portion of its "accordion" feature on the 2013 Senior Facility to increase the available borrowings of the 2013 Revolver thereunder from $250.0 million to $285.0 million. The term and rates of the Company's 2013 Senior Facility were otherwise unchanged.

The 2013 Revolver has an initial term of four years with a one year extension option and the 2013 Term Loan has a term of five years. As of December 31, 2014 and December 31, 2013, the Company had $10.0 million and $48.0 million outstanding on the 2013 Revolver. The default interest rate following a payment event of default under the 2013 Senior Facility is 3.00% more than the then-applicable interest rate. The Company is required to pay an unused fee related to the 2013 Revolver equal to 0.20% per year if the aggregate unused amount is greater than or equal to 50% of the 2013 Revolver or 0.30% per year if the aggregate unused amount is less than 50% of the 2013 Revolver.  During the years ended December 31, 2014 and December 31, 2013, the Company incurred $0.8 million and $0.1 million, respectively of unused fees related to the 2013 Revolver. Under the 2013 Term Loan, letters of credit totaling $5.2 million were outstanding as of December 31, 2014 in connection with five properties. During the year ended December 31, 2014, we incurred $0.1 million of letter of credit fees. As of December 31, 2013, no letters of credit were outstanding.

The 2013 Senior Facility contains representations and warranties, affirmative and negative covenants and defaults that are customary for such a real estate loan. In addition, the 2013 Senior Facility requires compliance with certain financial covenants, including borrowing base loan to value and debt yield, corporate maximum leverage ratio, minimum ratio of adjusted consolidated earnings before interest, tax, depreciation and amortization to fixed charges, minimum tangible net worth, minimum mortgaged property requirement, maximum unhedged variable rate debt and maximum recourse indebtedness. Failure to comply with the covenants in the 2013 Senior Facility would result in a default thereunder and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under the 2013 Senior Facility. No assurance can be given that we would be successful in obtaining such waiver or amendment in this current financial climate, or that any accommodations that we were able to negotiate would be on terms as favorable as those in the 2013 Senior Facility. In December 2014, the Company entered into an amendment of the 2013 Senior Facility whereby certain modifications were made to the financial covenant calculations. As of December 31, 2014, the Company was in compliance with all of the debt covenants related to the 2013 Senior Facility.

As of December 31, 2014, $2.12 billion of land, buildings and equipment (before accumulated depreciation), excluding Knollwood Mall, have been pledged as collateral for our mortgages, notes and loans payable. Certain mortgage notes payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. The weighted-average interest rate on our collateralized mortgages, notes and loans payable was approximately 4.6% and 4.6% as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the average remaining term was 4.7 years and 4.9 years, respectively.

2012 Senior Facility and Subordinated Facility

On January 12, 2012, the Company entered into a senior secured credit facility that provided borrowings on a revolving basis of up to $50.0 million (the “2012 Revolver”) and a senior secured term loan (the “2012 Term Loan” and together with the 2012 Revolver, the “2012 Senior Facility”). The interest rate during the year ended 2012 was renegotiated from LIBOR plus 5.0% (with a LIBOR floor of 1.0%) to LIBOR plus 4.5% (with no LIBOR floor). In January 2013, in order to maintain the same level of liquidity, the Company paid down an additional $100.0 million on the 2012 Term Loan and increased the 2012 Revolver from $50.0 million to $150.0 million. In conjunction with the Company's entrance into the 2013 Senior Facility, the 2012 Senior Facility was terminated.

The Company was required to pay an unused fee related to the 2012 Revolver equal to 0.30% per year if the aggregate unused amount was greater than or equal to 50% of the 2012 Revolver or 0.25% per year if the aggregate unused amount was less than 50% of the 2012 Revolver. During the year ended December 31, 2013, the Company incurred $0.4 million of unused fees related to the 2012 Revolver.

During 2012, the Company also entered into a subordinated unsecured revolving credit facility with a wholly-owned subsidiary of Brookfield Asset Management, Inc., a related party, that provided borrowings on a revolving basis of up to $100.0 million (the “Subordinated Facility”). The Subordinated Facility had a term of three years and six months and bore interest at LIBOR (with a LIBOR floor of 1%) plus 8.50%. The default interest rate following a payment event of default under the Subordinated Facility was 2.00% more than the then-applicable interest rate. Interest was payable monthly.  In addition, the Company was required to pay a semiannual revolving credit fee of $0.3 million. On November 22, 2013, in conjunction with the Company's entrance into the 2013 Senior Facility, the Subordinated Facility was terminated.

As of December 31, 2014, future scheduled maturities of outstanding long term debt obligations are as follows ($ in thousands):

	Total
2015	$	213,119
2016	332,762
2017	140,759
2018	328,892
2019	11,752
Thereafter	556,446
	$	1,583,730
Unamortized market rate adjustment	769
Total mortgages, notes and loans payable	$	1,584,499

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PREPAID EXPENSES AND OTHER ASSETS, NET

12 Months Ended

Dec. 31, 2014

Prepaid Expense and Other Assets [Abstract]

PREPAID EXPENSES AND OTHER ASSETS, NET

PREPAID EXPENSES AND OTHER ASSETS, NET

The following table summarizes the significant components of prepaid expenses and other assets, net:

	December 31,
	2014		2013
	(In thousands)
Above-market tenant leases, net (Note 2)	$	50,996	$	68,683
Prepaid expenses	4,755		4,776
Below-market ground leases, net (Note 2)	3,145		1,781
Deposits	1,447		682
Other	2,347		330
Total prepaid expenses and other assets, net	$	62,690	$	76,252

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table sets forth the selected quarterly financial data for the Company (dollars in thousands, except per share amounts).

	For the Quarters Ended
	March 31,			June 30,			September 30,			December 31,
2014
Total revenues	$	67,839		$	67,790		$	74,783		$	81,715
Operating income	13,340			10,677			322			7,100
Net loss	(4,425		)	(8,175		)	(26,372		)	(12,711		)
Net loss per share - Basic and diluted	(0.08		)	(0.14		)	(0.46		)	(0.22		)
Dividends declared per share	0.17			0.17			0.17			0.17
Weighted average shares outstanding	56,129,522			57,519,079			57,519,412			57,531,859
2013
Total revenues	$	57,496		$	58,381		$	60,315		$	67,350
Operating income	12,640			12,387			13,133			(912		)
Net loss	(29,486		)	4,116			(4,683		)	(24,692		)
Net loss per share - Basic and diluted	(0.60		)	0.08			(0.09		)	(0.50		)
Dividends declared per share	0.13			0.13			0.13			0.13
Weighted average shares outstanding	49,332,151			49,342,013			49,346,798			49,358,281

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NON-CONTROLLING INTEREST

12 Months Ended

Dec. 31, 2014

Noncontrolling Interest [Abstract]

NON-CONTROLLING INTEREST

NON-CONTROLLING INTEREST

The non-controlling interest on the Company's Consolidated Balance Sheets represents Series A Cumulative Non-Voting Preferred Stock ("Preferred Shares") of Rouse Holdings, Inc. ("Holdings"), a subsidiary of Rouse and the interest in the Mall at Barnes Crossing entities.

Holdings issued 111 Preferred Shares at a par value of $1,000 per share to third parties on June 29, 2012. The Preferred Shareholders are entitled to a cumulative preferential annual cash dividend of 12.5%. These Preferred Shares may only be redeemed at the option of Holdings for $1,000 per share plus all accrued and unpaid dividends. Furthermore, in the event of a voluntary or involuntary liquidation of Holdings, the Preferred Shareholders are entitled to a liquidation preference of $1,000 per share plus all accrued and unpaid dividends. The Preferred Shares are not convertible into or exchangeable for any property or securities of Holdings.

On August 29, 2014, the Company purchased a 51% interest in three limited liability companies which together own and operate The Mall at Barnes Crossing, the Market Center, a strip shopping center located adjacent to the property, and various vacant land parcels associated with the development (collectively referred to as "The Mall at Barnes Crossing"). The Company determined it holds the controlling interest in the The Mall at Barnes Crossing. As a result, the joint venture is presented on the Company's Consolidated and Combined Financial Statements as of December 31, 2014 and for the year ended December 31, 2014 on a consolidated basis, with the interests of the third parties reflected as a non-controlling interest.

In connection with the acquisition, the Company formed a joint venture with other interest holders in the properties. Pursuant to the joint venture arrangements, the Company has the exclusive authority to manage the business of the joint venture, except for certain actions (e.g., disposing of the properties and incurring debt under certain circumstances) that would require the consent of a joint venture partner. At any time after August 29, 2017 (or earlier under certain circumstances), the Company will have the right to purchase its partners' interests in the joint venture at a purchase price generally equal to their fair market value (the "Call Price"). In addition, during the 30-day period beginning on August 29, 2017, a third-party partner will have a one-time option to cause us to purchase each third-party partner's respective interests in the joint venture at a purchase price calculated in the same manner as the Call Price. Consideration paid to our partners for their interests in the joint venture may, under certain circumstances, be in the form of shares of our common stock and/or common units ("Units") of our operating partnership, Rouse Properties, LP (the "Operating Partnership"). If the consideration for the Call Price includes Units, the Company, the Operating Partnership and a third-party partner will enter into a tax protection agreement that will provide for indemnification of such partner under certain circumstances against certain tax liabilities incurred by such partner, if such liabilities result from a transaction involving a taxable disposition of The Mall at Barnes Crossing or the failure to offer such partner the opportunity to guarantee certain indebtedness.

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DISPOSITIONS, DISCONTINUED OPERATIONS AND GAIN (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES

12 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES

DISPOSITIONS, DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTEREST IN OPERATING PROPERTIES

In June 2013, the Company conveyed its interest in Boulevard Mall to the lender of the loan related to the property. The property had been transferred to special servicing in January 2013 and was conveyed in full satisfaction of the debt. This resulted in a gain of extinguishment of debt of $14.0 million for the year ended December 31, 2013. Additionally, the conveyance of the property was structured as a reverse like-kind exchange transaction under Code Section 1031 for income tax purposes. In June 2014, the Company reversed its value on an outstanding environmental liability on Boulevard Mall of ($0.4) million and is included in "Other" in the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

The Company's disposition and gain on extinguishment of debt, for the periods presented, are included in "Loss from discontinued operations" in the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss and is summarized in the table set forth below.

	Years ended December 31,
		2013			2012
	(In thousands, except per share amounts)
Total revenues		$	4,812		$	9,675
Operating expenses including depreciation and amortization		3,082			8,780
Provision for impairment		21,661			—
Total expenses		24,743			8,780
Operating income (loss)		(19,931		)	895
Interest expense		(3,227		)	(6,786		)
Net loss from discontinued operations		(23,158		)	(5,891		)
Gain on extinguishment of debt		13,995			—
Net loss from discontinued operations		$	(9,163	)	$	(5,891	)
Net loss from discontinued operations per share- Basic and Diluted		$	(0.19	)	$	(0.13	)

In October 2014, the Company entered into an agreement to sell The Shoppes at Knollwood Mall in St. Louis Park, MN. The sale was completed in January 2015 for gross proceeds of $106.7 million. The mortgage debt balance of $35.1 million was defeased simultaneously with the sale of the property. Net proceeds at closing were $54.7 million. The interest rate on the debt was 5.35% and the original maturity was October 2017.

The carrying amounts of the major classes of assets and liabilities of The Shoppes at Knollwood Mall classified as “held for sale” on the Consolidated Balance Sheet as of December 31, 2014 were as follows:

Assets:
Net investment in real estate	$	55,647
Liabilities:
Mortgages, notes and loans payable, net of market rate adjustment	$	33,481
Accounts payable and accrued expenses, net	5,109
Total Liabilities	$	38,590

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DERIVATIVES Additional (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Jan. 31, 2014
Debt Instrument [Line Items]
Reclassification to interest expense	$ 0.7
Fixed rate		1.49%
Amount needed to settle its obligations under the agreement at its termination value	$ 0.6
LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET

12 Months Ended

Dec. 31, 2014

Accounts Payable and Accrued Liabilities, Current [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET

ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET

The following table summarizes the significant components of accounts payable and accrued expenses, net:

	December 31,
	2014		2013
	(In thousands)
Below-market tenant leases, net (Note 2)	$	43,292	$	40,247
Construction payable	16,272		21,821
Accounts payable and accrued expenses	9,901		10,310
Deferred income	5,471		6,539
Accrued dividend	9,885		6,454
Accrued payroll and other employee liabilities	9,352		7,942
Accrued real estate taxes	9,028		5,640
Asset retirement obligation liability	4,545		4,745
Accrued interest	4,380		4,213
Tenant and other deposits	1,336		1,249
Other	514		523
Total accounts payable and accrued expenses, net	$	113,976	$	109,683

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DERIVATIVES

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure

DERIVATIVES

Cash Flow Hedges of Interest Rate Risk

The Company records its derivative instruments in its Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from the counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) ("AOCI/L") and is subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings. During the year ended December 31, 2014, such derivatives were used to hedge the variable cash flows associated with existing variable-rate borrowings. The ineffective portion of the change in fair value of the derivatives is recognized in earnings. During the year ended December 31, 2014, the Company recorded no hedge ineffectiveness for the interest rate swap. The Company had no cash flow hedges during the year ended December 31, 2013.

Amounts reported in AOCI/L related to derivatives are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of December 31, 2014, the Company expects that an additional $0.7 million will be reclassified as an increase to interest expense over the next 12 months.

Interest Rate Swap

The Company entered into an interest rate swap to hedge the risk of changes in cash flows on borrowings related to the West Valley Mall in January 2014. The interest related to this loan was computed at a variable rate of LIBOR plus 1.75% and the Company swapped this for a fixed rate of 1.49% plus a spread of 1.75%. The interest rate swap protects the Company from increases in the hedged cash flows attributable to increases in LIBOR. The interest rate swap matures in June 2018.

As of December 31, 2014, the Company had the following outstanding interest rate derivative that was designated as a cash flow hedge of interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
		(in thousands)
Interest rate swap	1	$59,000

Non-Designated Hedges - Interest Rate Caps

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the hedge accounting requirements. Changes in the fair value of the derivative not designated as hedges are recorded directly in earnings. For each of the years ended December 31, 2014 and 2013, such amounts equaled $0.04 million and $0.01 million. As of December 31, 2014, the Company had the following outstanding derivative that was not designated as a hedge in qualifying hedging relationships:

Interest Rate Derivative	Number of Instruments	Notional Amount
		(in thousands)
Interest rate cap	1	$65,305

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Company's Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013:

Instrument Type	Location in consolidated balance sheets	Notional Amount		Designated Benchmark Interest Rate	Strike Rate		Fair Value at December 31, 2014			Fair Value at December 31, 2013		Maturity Date
Derivative not designated as hedging instruments		(dollars in thousands)
Interest Rate Cap	Prepaid expenses and other assets, net	$	65,305	One-month LIBOR	4.5	%	$	1		$	45	May 2016
Derivative designated as hedging instruments
Pay fixed / receive variable rate swap	Accounts payable and accrued expenses, net	$	59,000	One-month LIBOR	1.5	%	$	(482	)	$	—	June 2018

The table below presents the effect of the Company’s derivative financial instruments on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss for the year ended December 31, 2014. The Company had no cash flow hedges during the year ended December 31, 2013.

						Location of Losses Reclassified from OCI/L Into Earnings (Effective Portion)					Location of Gain (Loss) Recognized in Earnings (Ineffective Portion)
Hedging Instrument	Gain (Loss) Recognized in OCI/L (Effective Portion)						Loss Recognized in Earnings (Effective Portion)					Gain Recognized in Earnings (Ineffective Portion)
	(dollars in thousands)
Year Ended December 31,	2014			2013			2014		2013			2014		2013
Pay fixed / receive variable rate swap	$	(1,210	)	$	—	Interest expense	$	728	$	—	n.a.	$	—	$	—

Credit Risk-Related Contingent Features

The Company has an agreement with its derivative counterparty that contains a provision whereby if the Company defaults on any of its indebtedness, including a default whereby repayment of such indebtedness has not been accelerated by the lender, the Company could also be declared in default on its derivative obligations. The Company has not posted any collateral related to this agreement. As of December 31, 2014, the fair value of the derivative liability, which includes accrued interest but excludes any adjustment for nonperformance risk, related to this agreement was $0.6 million. If the Company had breached this provision as of December 31, 2014, it would have been required to settle its obligations under the agreement at its termination value of $0.6 million.

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INCOME TAXES

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company has elected to be taxed as a REIT beginning with the filing of its tax return for the 2011 fiscal year. As of December 31, 2014, the Company has met the requirements of a REIT for the 2013 fiscal year and has filed the tax returns accordingly. Subject to its ability to meet the requirements of a REIT, the Company intends to maintain this status in future periods.

To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of its ordinary taxable income and to either distribute capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, the Company is required to meet certain asset and income tests.

As a REIT, the Company will generally not be subject to corporate level federal income tax on taxable income that it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income or property, and to federal income and excise taxes on its undistributed taxable income.

The Company has a subsidiary that it elected to treat as a taxable REIT subsidiary (TRS), which is subject to federal and state income taxes. For the years ended December 31, 2014, 2013 and 2012, the Company incurred approximately $0.07 million, $0.08 million and $0.1 million, respectively, in taxes associated with the TRS, which are recorded in "Provision for income taxes" on the Company's Consolidated and Combined Statements of Operations.

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STOCK BASED COMPENSATION PLANS (Details) (USD $)	1 Months Ended	12 Months Ended
	Jan. 31, 2012	Dec. 31, 2014		Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Common stock reserved for issuance (in shares)	4,887,997
Maximum number of shares that can be granted to participant	2,500,000
Stock options [Member]
Stock Based Compensation Plans
Vesting period		5 years
Shares
Stock options outstanding at beginning of the year (in shares)		2,579,171		1,945,643
Granted (in shares)		778,498		695,900
Exercised (in shares)		(1,680)		(10,880)
Forfeited (in shares)		(42,120)		(51,492)
Expired (in shares)		0		0
Stock options outstanding at the end of the year (in shares)		3,313,869	[1]	2,579,171
Weighted Average Exercise Price
Stock options outstanding, beginning period (in dollars per share)		$ 15.14		$ 14.64
Granted (in dollars per share)		$ 18.36		$ 16.48
Exercised (in dollars per share)		$ 16.48		$ 14.72
Forfeited (in dollars per share)		$ 15.34		$ 14.43
Expired (in dollars per share)		$ 0.00		$ 0.00
Stock options outstanding, ending period (in dollars per share)		$ 15.89		$ 15.14

[1] As of December 31, 2014 and December 31, 2013, 878,288 and 371,214, respectively, stock options became fully vested and are currently exercisable. As of December 31, 2014, and December 31, 2013, the intrinsic value of these options was $3.2 million and $2.8 million, respectively, and such stock options had a weighted average stock price of $14.93 and $14.65, respectively. The weighted average remaining contractual term as of December 31, 2014 and December 31, 2013 was 7.5 and 8.4 years, respectively.

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STOCK BASED COMPENSATION PLANS (Details 3) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Assumptions used in estimating values of options granted
Unrecognized compensation cost (in dollars)		$ 7.4
Compensation expense expected to be recognized in 2015		3.2
Compensation expense expected to be recognized in 2016		2.4
Compensation expense expected to be recognized in 2017		1.1
Compensation expense expected to be recognized in 2018		0.6
Compensation expense expected to be recognized in 2019		0.1
Restricted Stock [Member]
STOCK BASED COMPENSATION PLANS
Forfeited restricted shares to Treasury		4,160
Shares
Nonvested restricted stock grants outstanding as of beginning of period (in shares)	263,669	278,617	263,669
Granted (in shares)		42,489	36,573
Forfeited (in shares)		0	(4,160)
Cancelled (in shares)		0	0
Vested (in shares)		(115,375)	(17,465)
Nonvested restricted stock grants outstanding as of end of period (in shares)		205,731	278,617	263,669
Weighted average grant date fair value
Nonvested restricted stock grants outstanding as of beginning of period (in dollars per share)	$ 14.69	$ 14.85	$ 14.69
Granted (in dollars per share)		$ 18.40	$ 16.48
Forfeited (in dollars per share)		$ 0.00	$ 14.72
Cancelled (in dollars per share)		$ 0.00	$ 0.00
Vested (in dollars per share)		$ 15.08	$ 15.47
Nonvested restricted stock grants outstanding as of end of period (in dollars per share)		$ 15.45	$ 14.85	$ 14.69
Additional disclosures
Weighted average remaining contractual term	0 years 10 months 16 days
Recognition of share-based compensation expense		1.9	1.6	1.5
Restricted Stock [Member] | Minimum [Member]
STOCK BASED COMPENSATION PLANS
Vesting period		3 years
Restricted Stock [Member] | Maximum [Member]
STOCK BASED COMPENSATION PLANS
Vesting period		4 years
Stock options [Member]
STOCK BASED COMPENSATION PLANS
Vesting period		5 years
Additional disclosures
Recognition of share-based compensation expense		$ 1.8	$ 1.4	$ 1.0
Assumptions used in estimating values of options granted
Risk-free interest rate (as a percent)			1.10%
Dividend yield (as a percent)			4.25%
Expected volatility (as a percent)			26.00%
Expected life		6 years 6 months	6 years 6 months
Stock options [Member] | Minimum [Member]
Assumptions used in estimating values of options granted
Term of US treasury note used to determine estimated risk-free interest rate		5 years
Risk-free interest rate (as a percent)		1.83%
Dividend yield (as a percent)		3.70%
Expected volatility (as a percent)		27.75%
Stock options [Member] | Maximum [Member]
Assumptions used in estimating values of options granted
Term of US treasury note used to determine estimated risk-free interest rate		10 years
Risk-free interest rate (as a percent)		1.95%
Dividend yield (as a percent)		3.95%
Expected volatility (as a percent)		28.27%

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COMMON STOCK (Details) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended								12 Months Ended			0 Months Ended
	Jan. 31, 2014	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 12, 2012	Oct. 30, 2014	Aug. 01, 2013	May 02, 2013	Feb. 28, 2013
Common Stock disclosures
Issuance of common stock related to the rights offering, shares	8,050,000
Sale of treasury stock (in shares)											10,559
Treasury shares sold (in dollars per share)											$ 17.91
Common stock dividend declared (in dollars per share)		$ 0.17	$ 0.17	$ 0.17	$ 0.17	$ 0.13	$ 0.13	$ 0.13	$ 0.13	$ 0.68	$ 0.52	$ 0.21
Stock Issued During Period, Shares, Employee Stock Purchase Plans										1,376
Share Price	$ 19.50
Proceeds received from equity offering	$ 150,700									$ 156,974	$ 0	$ 200,000
Underwriting Discount	6,300									6,278	0	0
Additional Paid-In Capital
Common Stock disclosures
Proceeds received from equity offering										$ 150,616
Common Class A [Member]
Common Stock disclosures
Common stock related to the spin-off and transfer of GGP equity on the spin-off date (in shares)											35,547,049
Par value (in dollars per share)		$ 0.01				$ 0.01				$ 0.01	$ 0.01
Issuance of common stock related to the rights offering, shares											13,333,333
Common Class A [Member] | Common stock
Common Stock disclosures
Common stock related to the spin-off and transfer of GGP equity on the spin-off date (in shares)												35,547,049
Issuance of common stock related to the rights offering, shares										8,050,000		13,333,333
Sale of treasury stock (in shares)											10,559
Common Class B [Member]
Common Stock disclosures
Common stock related to the spin-off and transfer of GGP equity on the spin-off date (in shares)											359,056		359,056
Par value (in dollars per share)		$ 0.01				$ 0.01				$ 0.01	$ 0.01
Common Class B [Member] | Common stock
Common Stock disclosures
Common stock related to the spin-off and transfer of GGP equity on the spin-off date (in shares)												359,056
Brookfield | Common Class A [Member]
Common Stock disclosures
Percentage of ownership interest held by related party		33.60%								33.60%
Dividend Declared [Member]
Common Stock disclosures
Common stock dividend declared (in dollars per share)														$ 0.17	$ 0.17	$ 0.17	$ 0.17

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STOCK BASED COMPENSATION PLANS (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock options activity for the equity plan

The following tables summarize stock option activity for the Equity Plan for the years ended December 31, 2014 and 2013:

	2014			2013
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Stock options outstanding at January 1,	2,579,171		$15.14	1,945,643		$14.64
Granted	778,498		18.36	695,900		16.48
Exercised	(1,680	)	16.48	(10,880	)	14.72
Forfeited	(42,120	)	15.34	(51,492	)	14.43
Expired	—		—	—		—
Stock options outstanding at December 31,	3,313,869		$15.89	2,579,171		$15.14

Summary of stock options outstanding by issuance period

	Stock Options Outstanding (1)
Issuance	Shares	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price
March 2012	1,500,514	7.25	$14.72
May 2012	21,900	7.42	13.71
August 2012	36,400	7.67	13.75
October 2012	297,257	7.84	14.47
February 2013	679,300	8.17	16.48
February 2014	750,300	9.15	18.40
July 2014	28,198	9.57	17.20
Stock options outstanding at December 31, 2014	3,313,869	7.92	$15.89

Explanatory Note:

⁽¹⁾As of December 31, 2014 and December 31, 2013, 878,288 and 371,214, respectively, stock options became fully vested and are currently exercisable. As of December 31, 2014, and December 31, 2013, the intrinsic value of these options was $3.2 million and $2.8 million, respectively, and such stock options had a weighted average stock price of$14.93and$14.65, respectively. The weighted average remaining contractual term as ofDecember 31, 2014and December 31, 2013 was7.5and8.4years, respectively.

Summary of restricted stock activity

The following table summarizes restricted stock activity for the years ended December 31, 2014 and 2013:

	2014			2013
	Shares		Weighted Average Grant Date Fair Value	Shares		Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding at January 1,	278,617		$14.85	263,669		$14.69
Granted	42,489		18.40	36,573		16.48
Forfeited	—		—	(4,160	)	14.72
Cancelled	—		—	—		—
Vested	(115,375	)	15.08	(17,465	)	15.47
Nonvested restricted stock grants outstanding at December 31,	205,731		$15.45	278,617		$14.85

Schedule of weighted average assumptions under the Black-Scholes option-pricing model for estimation of fair value of options

The fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model with the following 2014 and 2013 weighted-average assumptions:

2014:
Risk-free interest rate	1.83% - 1.95%
Dividend yield	3.70% - 3.95%
Expected volatility	27.75% - 28.27%
Expected life (in years)	6.5
2013:
Risk-free interest rate	1.10	%
Dividend yield	4.25	%
Expected volatility	26.00	%
Expected life (in years)	6.5

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ACQUISITIONS (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012	Aug. 29, 2014
Business Acquisition [Line Items]
Noncontrolling Interest, ownership percentage by parent														51.00%
Acquired Below Market Lease Intangibles									$ (14,989,000)		$ (15,991,000)
Acquisition related costs									1,000,000		2,100,000		1,000,000
Total revenues	81,715,000	74,783,000	67,790,000	67,839,000	67,350,000	60,315,000	58,381,000	57,496,000	292,127,000		243,542,000		224,299,000
Net income (loss) attributable to parent									(51,756,000)		(54,745,000)		(68,659,000)
Total revenues									307,027,000				273,306,000
Net loss									(51,561,000)				(72,965,000)
Net loss per share - basic and diluted (usd per share)									$ (0.90)		$ (1.15)		$ (1.58)
Weighted average shares - basic and diluted (shares)	57,531,859	57,519,412	57,519,079	56,129,522	49,358,281	49,346,798	49,342,013	49,332,151	57,203,196		49,344,927		46,149,893
In-place value [Member]
Business Acquisition [Line Items]
Purchase Price									18,302,000		23,157,000
Above-market tenant leases, net [Member]
Business Acquisition [Line Items]
Purchase Price									8,652,000		9,984,000
Land [Member]
Business Acquisition [Line Items]
Purchase Price									26,938,000		51,055,000
Building and improvements [Member]
Business Acquisition [Line Items]
Purchase Price									187,155,000		268,836,000
Other Assets [Member]
Business Acquisition [Line Items]
Purchase Price									4,709,000		4,583,000
Bel Air Mall [Member]
Business Acquisition [Line Items]
Acquired Below Market Lease Intangibles									(6,889,000)	[1]	(4,521,000)
Bel Air Mall [Member] | In-place value [Member]
Business Acquisition [Line Items]
Purchase Price									11,329,000	[1]	5,076,000
Bel Air Mall [Member] | Above-market tenant leases, net [Member]
Business Acquisition [Line Items]
Purchase Price									3,952,000	[1]	1,098,000
Bel Air Mall [Member] | Land [Member]
Business Acquisition [Line Items]
Purchase Price									8,969,000	[1]	9,088,000
Bel Air Mall [Member] | Building and improvements [Member]
Business Acquisition [Line Items]
Purchase Price									111,206,000	[1]	36,961,000
Bel Air Mall [Member] | Other Assets [Member]
Business Acquisition [Line Items]
Purchase Price									3,350,000	[1]	1,430,000
The Mall at Barnes Crossing [Member]
Business Acquisition [Line Items]
Acquired Below Market Lease Intangibles									(8,100,000)	[2]
The Mall at Barnes Crossing [Member] | Retail Site [Member]
Business Acquisition [Line Items]
Stated percentage	4.29%								4.29%
The Mall at Barnes Crossing [Member] | In-place value [Member]
Business Acquisition [Line Items]
Purchase Price									6,973,000	[2]
The Mall at Barnes Crossing [Member] | Above-market tenant leases, net [Member]
Business Acquisition [Line Items]
Purchase Price									4,700,000	[2]
The Mall at Barnes Crossing [Member] | Land [Member]
Business Acquisition [Line Items]
Purchase Price									17,969,000	[2]
The Mall at Barnes Crossing [Member] | Building and improvements [Member]
Business Acquisition [Line Items]
Purchase Price									75,949,000	[2]
The Mall at Barnes Crossing [Member] | Other Assets [Member]
Business Acquisition [Line Items]
Purchase Price									1,359,000	[2]
ChesterfieldTowneCenter [Member]
Business Acquisition [Line Items]
Acquired Below Market Lease Intangibles											(6,741,000)
ChesterfieldTowneCenter [Member] | In-place value [Member]
Business Acquisition [Line Items]
Purchase Price											8,755,000
ChesterfieldTowneCenter [Member] | Above-market tenant leases, net [Member]
Business Acquisition [Line Items]
Purchase Price											4,843,000
ChesterfieldTowneCenter [Member] | Land [Member]
Business Acquisition [Line Items]
Purchase Price											19,387,000
ChesterfieldTowneCenter [Member] | Building and improvements [Member]
Business Acquisition [Line Items]
Purchase Price											135,825,000
ChesterfieldTowneCenter [Member] | Other Assets [Member]
Business Acquisition [Line Items]
Purchase Price											2,181,000
The Centre at Salisbury [Member]
Business Acquisition [Line Items]
Acquired Below Market Lease Intangibles											(4,729,000)
The Centre at Salisbury [Member] | In-place value [Member]
Business Acquisition [Line Items]
Purchase Price											9,326,000
The Centre at Salisbury [Member] | Above-market tenant leases, net [Member]
Business Acquisition [Line Items]
Purchase Price											4,043,000
The Centre at Salisbury [Member] | Land [Member]
Business Acquisition [Line Items]
Purchase Price											22,580,000
The Centre at Salisbury [Member] | Building and improvements [Member]
Business Acquisition [Line Items]
Purchase Price											96,050,000
The Centre at Salisbury [Member] | Other Assets [Member]
Business Acquisition [Line Items]
Purchase Price											972,000
Greenville Mall, Chesterfield Towne Center and The Mall at Barnes Crossing and Marketplace [Member] [Member]
Business Acquisition [Line Items]
Total revenues									14,600,000
Net income (loss) attributable to parent									1,600,000
Greenville Mall, Chesterfield Towne Center and The Centre at Salisbury [Member]
Business Acquisition [Line Items]
Total revenues											4,800,000
Net income (loss) attributable to parent											1,100,000
Retail Site [Member]
Business Acquisition [Line Items]
Square Footage Acquired									1,741,046		2,151,413
Purchase Price									230,767,000		341,400,000
Retail Site [Member] | Bel Air Mall [Member]
Business Acquisition [Line Items]
Date Acquired									May 22, 2014	[3]
Square Footage Acquired									1,004,439
Purchase Price									131,917,000	[3]
Interest acquired	100.00%								100.00%
Debt assumed	112,500,000								112,500,000
Stated percentage	5.30%								5.30%
Retail Site [Member] | The Mall at Barnes Crossing [Member]
Business Acquisition [Line Items]
Date Acquired									Aug. 29, 2014	[3],[4]
Square Footage Acquired									736,607
Purchase Price									98,850,000	[3],[4]
Debt assumed	67,000,000								67,000,000
Amortization term									30 years
Noncontrolling Interest, ownership percentage by parent	51.00%								51.00%
Retail Site [Member] | GreenvilleMall [Member]
Business Acquisition [Line Items]
Date Acquired											Jul. 24, 2013	[3],[5]
Square Footage Acquired											413,759	[3],[5]
Purchase Price											48,900,000	[3],[5]
Debt assumed	41,700,000								41,700,000
Stated percentage	5.29%								5.29%
Amortization term									30 years
Premium or discount recorded	200,000								200,000
Retail Site [Member] | ChesterfieldTowneCenter [Member]
Business Acquisition [Line Items]
Date Acquired											Dec. 11, 2013	[3],[6]
Square Footage Acquired											1,016,258	[3],[6]
Purchase Price											165,500,000	[3],[6]
Debt assumed	109,700,000								109,700,000
Stated percentage	4.75%								4.75%
Amortization term									30 years
Premium or discount recorded	1,300,000								1,300,000
Retail Site [Member] | The Centre at Salisbury [Member]
Business Acquisition [Line Items]
Date Acquired											Dec. 11, 2013	[3],[6]
Square Footage Acquired											721,396	[3],[6]
Purchase Price											127,000,000	[3],[6]
Debt assumed	115,000,000								115,000,000
Stated percentage	5.79%								5.79%
Premium or discount recorded	$ 1,200,000								$ 1,200,000

[1] Excludes fair value adjustment on mortgage assumption of $0.2 million.

[2] Excludes fair value adjustment on mortgage assumption of $1.3 million.

[3] Rouse acquired a 100% interest in the mall.

[4] Rouse acquired a 51% controlling interest in the mall and related properties. In conjunction with the closing of this transaction, the Company closed on a new $67.0 million non-recourse mortgage loan that bears interest at a fixed rate of 4.29%, matures in September 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter. See Note 12 for further details.

[5] The Company assumed an existing$109.7 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 4.75%, matures in October 2022, and amortizes over 30 years. A fair value adjustment of $1.3 million was recorded as a result of the mortgage assumption.

[6] The Company assumed an existing $115.0 million partial recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.79%, matures in May 2016, and is interest only. A fair value adjustment of$1.2 million was recorded as a result of the mortgage assumption.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Transition Services Agreement with GGP

The Company entered into a transition services agreement with GGP whereby GGP or its subsidiaries provided to us, on a transitional basis, certain specified services for various terms not exceeding 18 months following the spin-off. The services that GGP provided to the Company included, amongst others, payroll, human resources and employee benefits, financial systems management, treasury and cash management, accounts payable services, telecommunications services, information technology services, asset management services, legal and accounting services and various other corporate services. The charges for the transition services generally were intended to allow GGP to fully recover their costs directly associated with providing the services, plus a level of profit consistent with an arm’s length transaction together with all out-of-pocket costs and expenses. The charges of each of the transition services were generally based on an hourly fee arrangement and pass-through out-of-pocket costs. As of December 31, 2013, the transition services agreement with GGP was terminated. For the years ended December 31, 2013 and 2012, the costs associated with the transition services agreement were $0.1 million and $1.5 million, respectively.

Office Leases with Brookfield

Upon its spin-off from GGP, the Company assumed a 10-year lease agreement with Brookfield, as landlord, for office space for its corporate office in New York City. Costs associated with the office lease for the years ended December 31, 2014, 2013 and 2012 were $1.1 million, $1.1 million, and $1.0 million, respectively. There are no outstanding amounts payable as of December 31, 2014.  In addition, the landlord completed the build out of the Company's office space during 2012 for $1.7 million and there are no further costs payable. The costs associated with the build out of the Company's office space were capitalized in "Buildings and equipment" on the Company's Consolidated Balance Sheets.

During 2012, the Company entered into a 5-year lease agreement with Brookfield, as landlord, for office space for its regional office in Dallas, Texas. The lease commenced in October 2012 with no payments due for the first 12 months. During April 2013, the Company amended the lease and expanded its current space. Costs associated with the office lease for the year ended December 31, 2013 were $0.03 million, of which $0.01 million was payable as of December 31, 2013. Effective December 30, 2013, the Brookfield subsidiary sold the office building in which the office space is located to a third party.

The following table describes the Company's future rental expenses related to the office leases for the Company's New York office:

Year	Amount
	(In thousands)
2015	$	1,076
2016	1,086
2017	1,147
2018	1,147
2019	1,147
Subsequent	2,230
	$	7,833

Subordinated Credit Facility with Brookfield

On the Spin-Off Date, the Company entered into a Subordinated Facility with a wholly-owned subsidiary of Brookfield, as lender, for a $100.0 million revolving credit facility.  The Company paid a one time upfront fee of $0.5 million related to this facility in 2012. In addition, the Company was required to pay a semi-annual revolving credit fee of $0.3 million related to this facility. For the years ended December 31, 2013 and 2012, costs associated with the revolving credit fee were $0.5 million and $0.4 million, respectively. On November 22, 2013, in conjunction with the Company's entrance into the 2013 Senior Facility, the Subordinated Facility was terminated (see Note 5).

Business Information and Technology Costs

As part of the spin-off from GGP, the Company commenced the development of its initial information technology platform ("Brookfield Platform"). The development of the Brookfield Platform required us to purchase, design and create various information technology applications and infrastructure. Brookfield Corporate Operations, LLC ("BCO") had been engaged to assist in the project development and to procure the various applications and infrastructure of the Company. The Company incurred approximately $0.3 million and $2.8 million of infrastructure costs during the years ended December 31, 2014 and 2013, respectively. For the years ended December 31, 2014 and 2013, the Company had approximately $8.3 million and $8.0 million, respectively, of infrastructure costs which were capitalized in "Buildings and equipment" on the Company's Consolidated Balance Sheets. As of December 31, 2014, no costs were outstanding and payable.

The Company was also required to pay a monthly information technology services fee to BCO. Approximately $3.1 million and $2.0 million in costs were incurred for the years ended December 31, 2014 and December 31, 2013, respectively. As of the year ended December 31, 2014, $0.3 million of costs were outstanding and payable. As of December 31, 2013, no costs were outstanding and payable.

Currently, the Company is undertaking the development of its own information technology platform ("Rouse Platform"). As of December 31, 2014, the Company had incurred approximately $8.0 million of infrastructure costs, of which $7.1 million is included in "Buildings and equipment" on the Company's Consolidated Balance Sheets that is related to the purchase, design of various technology applications and infrastructure of the Rouse Platform. The remaining $1.0 million is included in "Other" on the Company's Consolidated Statements of Operations and Comprehensive Loss that is related to the planning, scoping and data governance of developing the Rouse Platform. As of December 31, 2014, $0.3 million were outstanding and payable.

In connection with the development of the Rouse Platform, the Company accelerated the amortization of the remaining Brookfield Platform cost resulting in additional amortization expense of $3.6 million for the year ended December 31, 2014, which is included in "Depreciation and amortization" on the Company's Consolidated Statements of Operations and Comprehensive Loss.

Financial Service Center

During 2013, the Company engaged BCO's financial service center to manage certain administrative services of Rouse, such as accounts payable and receivable, employee expenses, lease administration, and other similar types of services. Approximately $2.2 million and $1.2 million in costs were incurred for the years ended December 31, 2014 and 2013, respectively, and are recorded in "General and administrative" on the Company's Consolidated Statements of Operations and Comprehensive Loss. As of the years ended December 31, 2014 and 2013, there were $0.2 million and no costs outstanding and payable, respectively.

Demand Deposit from Brookfield U.S. Holdings

In August 2012, the Company entered into an agreement with Brookfield U.S. Holdings (U.S. Holdings) to place funds into an interest bearing account which earns interest at LIBOR plus 1.05% per annum. The demand deposit is secured by a note from U.S. Holdings and guaranteed by Brookfield Asset Management Inc. The demand deposit had an original maturity of February 14, 2013 and was extended to November 14, 2014. However, the Company may have demanded the funds earlier by providing U.S. Holdings with a three day notice. The Company earned approximately $0.3 million, $0.5 million, and $0.7 million in interest income for the years ended December 31, 2014, 2013 and 2012, respectively. As of the year ended December 31, 2013, the Company had no outstanding deposit with U.S. Holdings. As of the year ended December 31, 2014, the agreement has been terminated.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Principles of Combination and Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The consolidated balance sheets as of December 31, 2014 and 2013 include the accounts of Rouse, as well as all subsidiaries of Rouse.  The accompanying consolidated and combined statements of operations for the years ended December 31, 2014 and 2013 include the consolidated accounts of Rouse and for the year ended December 31, 2012 include the consolidated accounts of Rouse and the combined accounts of RPI Businesses. The accompanying financial statements for the periods prior to the Spin-Off Date are prepared on a carve out basis from the consolidated financial statements of GGP using the historical results of operations and bases of the assets and liabilities of the transferred businesses and includes allocations from GGP. Accordingly, the results presented for the year ended December 31, 2012 reflect the aggregate operations and changes in cash flows and equity on a carved-out basis for the period from January 1, 2012 through January 12, 2012 and on a consolidated basis from January 13, 2012 through December 31, 2012.The accompanying consolidated financial statements include the accounts of Rouse, as well as all subsidiaries of Rouse and all joint ventures in which the Company has a controlling interest. For consolidated joint ventures, the non-controlling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in non-controlling interests as permanent equity of the Company. All intercompany transactions have been eliminated in consolidation as of and for the years ended December 31, 2014, 2013 and 2012 except end-of-period intercompany balances on the Spin-Off Date between GGP and RPI Businesses which have been considered elements of RPI Businesses' equity.

The Company's historical financial results reflect allocations for certain corporate costs and we believe such allocations are reasonable; however, such results do not reflect what our expenses would have been had the Company been operating as a separate stand-alone public company. The corporate allocations for the year ended December 31, 2012 include allocations for the period from January 1, 2012 through January 12, 2012 which aggregated $0.4 million. These allocations have been included in "General and administrative expenses" on the Consolidated and Combined Statements of Operations. Costs of the services that were allocated or charged to the Company were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly the Company's percentages of GGP’s adjusted revenue and gross leasable area of assets and also the number of properties.

The Company operates in a single reportable segment referred to as its retail segment, which includes the operation, development and management of regional malls. Each of the Company's operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish our operations based on geography, size or type and all operations are within the United States. No customer or tenant comprises more than 10% of consolidated revenues, and the properties have similar economic characteristics.

Properties

Properties

Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. After acquisition accounting is applied, the real estate assets are carried at the cost basis less accumulated depreciation. Real estate taxes and interest costs incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes, interest and interest related costs are amortized over lives which are consistent with the developed assets.

Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development project is no longer deemed to be probable, the costs previously capitalized are expensed.

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, it capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that the Company is not considered the owner of the improvements for accounting purposes, the allowance is capitalized as a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

Impairment

Impairment

Operating properties and intangible assets

Accounting for the impairment or disposal of long-lived assets require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, a provision for impairment should be recorded to write down the carrying amount of such asset to its fair value. The Company reviews all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income and occupancy percentages, high loan to value ratios, and carrying values in excess of the fair values. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to the Company’s plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may exceed the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent a provision for impairment is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

Intangible Assets and Liabilities

The gross asset balances of the in-place value of tenant leases are included in "Buildings and Equipment" on the Company's Consolidated Balance Sheets. Acquired in-place tenant leases are amortized over periods that approximate the related lease terms. The above-market tenant leases and below-market ground leases are included in "Prepaid expenses and other assets, net", and below-market tenant leases are included in "Accounts payable and accrued expenses, net" as detailed in Notes 4 and 6, respectively.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all demand deposits with a maturity of three months or less, at the date of purchase, to be cash equivalents.

Restricted Cash

Restricted Cash

Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, capital renovations and capital improvements. 

Derivatives, Policy [Policy Text Block]

Interest Rate Hedging Instruments

The Company recognizes its derivative financial instruments in either "Prepaid expenses and other assets, net" or "Accounts payable and accrued expenses, net", as applicable, in the Consolidated Balance Sheets and measures those instruments at fair value. The accounting for changes in fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both quantitative and qualitative methods. The Company entered into a derivative agreement during 2014 that qualifies as a hedging instrument and was designated, based upon the exposure of being hedged, as a cash flow hedge. The fair value of this cash flow hedge as of December 31, 2014 was $0.5 million and is included in "Accounts payable and accrued expenses, net" in the Company's Consolidated Balance Sheets. The fair value of the Company's interest rate hedge is classified as Level 2 in the fair value measurement table. To the extent they are effective, changes in fair value of cash flow hedges are reported in "Accumulated other comprehensive income (loss)" ("AOCI/L") and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in AOCI/L and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract.

Revenue Recognition and Related Matters

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow for the termination of their leases prior to their scheduled termination dates as well as the amortization related to above and below-market tenant leases on acquired properties and tenant inducements. Minimum rent revenues also includes percentage rents in lieu of minimum rent from those leases where the Company receives a percentage of tenant revenues.

The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the years ended December 31, 2014, 2013 and 2012:

	Years ended December 31,
	2014			2013			2012
	(In thousands)
Straight-line rent amortization	$	1,785		$	3,488		$	3,440
Lease termination income	2,204			413			433
Net amortization of above and below-market tenant leases	(13,073		)	(15,672		)	(21,700		)
Amortization of tenant inducement	(28		)	(1,000		)	—
Percentage rents in lieu of minimum rent	6,731			7,071			8,631

Straight-line rent receivables represent the current net cumulative rents recognized prior to when billed and collectible, as provided by the terms of the leases. The following is a summary of straight-line rent receivables, which are included in "Accounts receivable, net," in the Company's Consolidated Balance Sheets and are reduced for allowances for doubtful accounts:

	December 31, 2014		December 31, 2013
	(In thousands)
Straight-line rent receivables, net	$	14,431	$	12,645

The Company provides an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The Company also evaluates the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long term nature of the Company's leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. The Company's experience relative to unbilled straight-line rent receivable is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations. For that portion of the recognized deferred rent that is not deemed to be probable of collection, an allowance for doubtful accounts has been provided. Accounts receivable are shown net of an allowance for doubtful accounts of $3.4 million and $2.8 million as of December 31, 2014 and 2013, respectively. The following table summarizes the changes in allowance for doubtful accounts for all receivables:

	2014			2013			2012
	(In thousands)
Balance at beginning of period	$	2,798		$	2,545		$	2,943
Provision for doubtful accounts	1,228			887			1,919
Write-offs	(673		)	(634		)	(2,317		)
Balance at end of period	$	3,353		$	2,798		$	2,545

Tenant recoveries are recoveries that are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement.

Overage rent is paid by a tenant when its sales exceed an agreed-upon minimum amount. Overage rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds.

Other revenues generally consist of amounts earned by the Company for vending, advertising, and marketing revenues earned at the Company's malls and is recognized on an accrual basis over the related service period.

Loss Per Share

Loss Per Share

Basic net loss per share is computed by dividing the net loss applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is calculated similarly; however, it reflects potential dilution of securities by adding other potential shares of common stock, including stock options and non-vested restricted stock, to the weighted-average number of shares of common stock outstanding for the period.

Fair Value

Fair Value

The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value:

• Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;

• Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and

• Level 3 — unobservable inputs that are used when little or no market data is available.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value.  Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities.  Accordingly, the Company's fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon the sale or disposition of these assets.

The following table sets forth information regarding the Company's financial and non-financial instruments that are measured at fair value on a recurring and non-recurring basis by the above categories:

	Total Fair Value Measurement			Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In thousands)
December 31, 2014
Recurring basis:
Assets:
Interest rate cap	$	1		$	—	$	1		$	—
Liabilities:
Interest rate swap	$	(482	)	$	—	$	(482	)	$	—
Non-recurring basis:
Investment in Real Estate (1)	$	74,237		$	—	$	—		$	74,237
December 31, 2013
Recurring basis:
Assets:
Interest rate cap	$	45		$	—	$	45		$	—
Non-recurring basis:
Investment in Real Estate (1)	$	33,475		$	—	$	—		$	33,475

Explanatory Note:

⁽¹⁾ The carrying value includes each mall's respective land, building, and in-place lease value.

The following is a reconciliation of the carrying value of properties that were impaired during the years ended December 31, 2014 and 2013:

	Collin Creek Mall (1)(2)			Steeplegate Mall (1)(3)
Beginning carrying value, January 1, 2014	$	60,120		$	34,789
Capital expenditures	1,449			456
Depreciation and amortization expense	(4,723		)	(1,700		)
Loss on impairment of real estate	(5,079		)	(10,886		)
Ending carrying value, December 31, 2014	$	51,767		$	22,659

	Boulevard Mall(1)(3)			Steeplegate Mall (1)(3)
Beginning carrying value, January 1, 2013	$	84,175		$	51,687
Capital expenditures	—			885
Depreciation and amortization expense	(928		)	(2,624		)
Loss on impairment of real estate	(21,661		)	(15,159		)
Disposition of real estate asset	(61,586		)	—
Ending carrying value, December 31, 2013	$	—		$	34,789

Explanatory Note:

⁽¹⁾ The carrying value includes each mall's respective land, building, in-place lease value, and above and below market lease values.

⁽²⁾ Valued using a Terminal Capitalization Rate as of December 31, 2014.

⁽³⁾ Valued using a Discounted Cash Flow Analysis with Discount Rate and Terminal Capitalization Rates as of December 31, 2014 and 2013 as reflected in the table below.

The Company estimates fair value relating to impairment assessments utilizing a direct capitalization rate on forecasted net operating income or discounted cash flows that include all projected cash inflows and outflows over a specific holding period. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. The determination on which method to use is based on expected market conditions specific to the property being assessed. Based upon these inputs, the Company determined that its valuation of a property using a discounted cash flow model was classified within Level 3 of the fair value hierarchy.

The following table sets forth quantitative information about the unobservable inputs of the Company's Level 3 Real Estate, which are recorded at fair values as of December 31, 2014 and December 31, 2013:

	As of December 31,
Unobservable Quantitative Inputs	2014		2013
Discount Rate	11.0	%	10.0	%
Terminal Capitalization Rate	9.5% - 10.0%		9.0	%

The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt. The Company has one interest rate swap and one interest rate cap as of December 31, 2014 and the interest rate swap qualified for hedge accounting. The interest rate swap has met the effectiveness test criteria since inception and changes in its fair value are reported in "Other comprehensive income/(loss)" ("OCI/L") and are reclassified into earnings in the same period or periods during which the hedged item affects earnings. The interest rate cap did not qualify for hedge accounting and changes in its fair value are reported in earnings during the period incurred. The fair value of the Company's interest rate hedges, classified under level 2, are determined based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of the Company's credit standing, credit risk of the counterparty, and reasonable estimates about relevant future market conditions. See Note 7 for additional information regarding the Company's interest rate hedging instruments.

The Company's financial instruments are short term in nature and as such their fair values approximate their carrying amount in our Consolidated Balance Sheets except for debt. As of December 31, 2014 and 2013, management’s estimates of fair value are presented below. The Company estimated the fair value of the debt using a future discounted cash flow analysis based on the use and weighting of multiple market inputs. Based on the frequency and availability of market data, the inputs used to measure the estimated fair value of debt are Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. 

Offering Costs

Offering Costs

Costs associated with the issuance of common stock and rights offering to the Company's stockholders were deferred and charged against the gross proceeds of the offering upon the sale of shares during the years ended December 31, 2014 and 2013 (see Note 10).

Leases

Leases

Leases which transfer substantially all the risks and benefits of ownership to tenants are considered finance leases and the present values of the minimum lease payments and the estimated residual values of the leased properties, if any, are accounted for as receivables. Leases which transfer substantially all the risks and benefits of ownership to the Company are considered capital leases and the present values of the minimum lease payments are accounted for as assets and liabilities. All other leases are treated as operating leases. As of December 31, 2014 and 2013, all of the Company's leases are treated as operating leases.

Deferred Expenses

Deferred Expenses

Deferred expenses are comprised of deferred lease costs incurred in connection with obtaining new tenants or renewals of lease agreements with current tenants, which are amortized on a straight-line basis over the terms of the related leases and included in "Depreciation and amortization" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss. Deferred financing costs are amortized on a straight-line basis (which approximates the effective interest method) over the lives of the related mortgages, notes, and loans payable and included in "Interest expense" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes all stock-based compensation to employees, including grants of employee stock options and restricted stock awards, in the financial statements as compensation cost. The compensation cost is amortized over the respective vesting period based on its fair value on the date of grant.

Asset Retirement Obligations

Asset Retirement Obligations

The Company evaluates any potential asset retirement obligations, including those related to disposal of asbestos containing materials and environmental remediation liabilities. The Company recognizes the fair value of such obligations in the period incurred if a reasonable estimate of fair value can be determined.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, impairment of long-lived assets, valuation of hedging instruments and fair value of debt. Actual results could differ from these and other estimates.

Reclassifications

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Deferred Expenses) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Deferred lease costs
Gross Asset	$ 55,647	$ 43,570
Accumulated Amortization	(14,683)	(12,039)
Net Carrying Amount	40,964	31,531
Deferred finance costs
Gross Asset	19,151	18,979
Accumulated Amortization	(7,504)	(4,455)
Net Carrying Amount	11,647	14,524
Total
Gross Asset	74,798	62,549
Accumulated Amortization	(22,187)	(16,494)
Deferred expenses, net	$ 52,611	$ 46,055

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Intangible Assets and Liabilities) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Intangible assets and liabilities
Net Carrying Amount	$ (43,292,000)	$ (40,247,000)
Amortization of intangible assets	26,600,000	17,200,000	22,400,000
Amortization of intangible assets and liabilities	13,100,000	15,700,000	21,700,000
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2015	16,920,000
2016	11,331,000
2017	6,916,000
2018	4,542,000
2019	3,289,000
Estimated decrease to income due to future amortization
2015	7,619,000
2016	5,161,000
2017	3,068,000
2018	644,000
2019	(649,000)
Increase (Decrease) in Intangible Assets, Current	38,100,000
Tenant leases
Intangible assets and liabilities
Gross Liability	(65,476,000)	(59,641,000)
Accumulated Accretion	22,184,000	19,394,000
Net Carrying Amount	(43,292,000)	(40,247,000)
Tenant leases | In-place value [Member]
Intangible assets and liabilities
Gross Assets	97,745,000	100,125,000
Accumulated Amortization	(43,481,000)	(37,888,000)
Net Carrying Amount	54,264,000	62,237,000
Tenant leases | Acquired Above Market Lease Intangibles
Intangible assets and liabilities
Gross Assets	109,862,000	132,986,000
Accumulated Amortization	(58,866,000)	(64,303,000)
Net Carrying Amount	50,996,000	68,683,000
Ground leases
Intangible assets and liabilities
Gross Assets	3,682,000	2,173,000
Accumulated Amortization	(537,000)	(392,000)
Net Carrying Amount	$ 3,145,000	$ 1,781,000

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CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY (USD $)	Total USD ($)	Accumulated Other Comprehensive Income (Loss) [Member] USD ($)	Additional Paid-In Capital USD ($)	GGP Equity USD ($)	Accumulated Deficit USD ($)	Non-controlling Interest USD ($)	Common Class A [Member]	Common Class A [Member] Common Stock [Member] USD ($)	Common Class B [Member]	Common Class B [Member] Common Stock [Member] USD ($)
Balance at Dec. 31, 2011	$ 426,328,000	$ 0	$ 0	$ 426,328,000	$ 0	$ 0		$ 0		$ 0
Balance (in shares) at Dec. 31, 2011								0		0
Increase (Decrease) in Shareholders' Equity
Net loss	(68,659,000)			(12,279,000)	(56,380,000)
Distributions to GGP prior to spin-off	(8,394,000)			(8,394,000)
Contributions from non-controlling interest	111,000					111,000
Issuance of 35,547,049 shares of common stock and 359,056 shares of Class B common stock related to the spin-off and transfer of GGP equity on the spin-off date (shares)								35,547,049		359,056
Stockholders' Equity Note, Spinoff Transaction	0		405,295,000	(405,655,000)				356,000		4,000
Issuance of 13,333,333 shares of common stock related to the rights offering (shares)								13,333,333
Issuance of 13,333,333 shares of common stock related to the rights offering	200,000,000		199,867,000					133,000
Proceeds received from equity offering	200,000,000
Offering costs	(8,392,000)		(8,392,000)
Dividends to common shareholders (2012: $0.21 per share, 2013: $0.52 per share)	(10,422,000)		(10,422,000)
Treasury stock (shares)								(10,559)
Treasury Stock	(170,000)		(170,000)
Issuance and amortization of stock compensation (in shares)								365,705
Issuance and amortization of stock compensation	2,494,000		2,490,000					4,000
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	0
Balance at Dec. 31, 2012	532,896,000	0	588,668,000	0	(56,380,000)	111,000		493,000		4,000
Balance (in shares) at Dec. 31, 2012								49,235,528		359,056
Accumulated deficit	(111,125,000)
Common Stock, Value, Issued	497,000
Increase (Decrease) in Shareholders' Equity
Net loss	(54,745,000)				(54,745,000)
Issuance of 35,547,049 shares of common stock and 359,056 shares of Class B common stock related to the spin-off and transfer of GGP equity on the spin-off date (shares)							35,547,049		359,056
Issuance of 13,333,333 shares of common stock related to the rights offering (shares)							13,333,333
Proceeds received from equity offering	0
Offering costs	(417,000)		(417,000)
Dividends to common shareholders (2012: $0.21 per share, 2013: $0.52 per share)	(25,820,000)		(25,820,000)
Issuance and amortization of stock compensation (in shares)								36,573
Issuance and amortization of stock compensation	3,019,000		3,019,000
Conversion of Class B share to common shares (shares)								(359,056)		(359,056)
Conversion of Class B share to common shares	0							(4,000)		(4,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period								10,880
Stock Issued During Period, Value, Stock Options Exercised	161,000		161,000
Stock Issued During Period, Shares, Share-based Compensation, Forfeited								0
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited								4,160
Sale of treasury stock (in shares)	10,559							10,559
Stock Issued During Period, Value, Treasury Stock Reissued	187,000		187,000
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	0
Non-controlling interest	111,000
Balance at Dec. 31, 2013	455,281,000	0	565,798,000	0	(111,125,000)	111,000		497,000		0
Balance (in shares) at Dec. 31, 2013							49,652,596	49,648,436	0	0
Accumulated deficit	(162,881,000)
Common Stock, Value, Issued	578,000
Increase (Decrease) in Shareholders' Equity
Net loss	(51,685,000)				(51,756,000)
Noncontrolling Interest in Net Income (Loss) Joint Venture Partners, Nonredeemable						71,000
Comprehensive loss	(482,000)	(482,000)
Issuance of 13,333,333 shares of common stock related to the rights offering (shares)								8,050,000
Issuance of 13,333,333 shares of common stock related to the rights offering	150,697,000							81,000
Proceeds received from equity offering	156,974,000		150,616,000
Offering costs	467,000		467,000
Dividends to common shareholders (2012: $0.21 per share, 2013: $0.52 per share)	(40,399,000)		(40,399,000)
Issuance and amortization of stock compensation (in shares)								42,489
Issuance and amortization of stock compensation	3,699,000		3,699,000
Conversion of Class B share to common shares (shares)								0		0
Conversion of Class B share to common shares								0		0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period								1,680
Stock Issued During Period, Value, Stock Options Exercised	28,000		28,000
Noncontrolling Interest, Increase from Business Combination	16,663,000					16,663,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans	1,376
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	(482,000)
Non-controlling interest	16,845,000
Balance at Dec. 31, 2014	$ 533,335,000		$ 679,275,000	$ 0						$ 0
Balance (in shares) at Dec. 31, 2014							57,748,141	57,743,981	0	0

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ACQUISITIONS

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

The Company includes the results of operations of real estate assets acquired in the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss from the date of the related transaction.

The following table presents the Company's acquisitions during the years ended December 31, 2014 and 2013:

	Date Acquired	Property Name	Location	Square Footage Acquired	Purchase Price
2014 Acquisitions					(In thousands)
	05/22/2014	Bel Air Mall (1)(2)	Mobile, AL	1,004,439	$	131,917
	8/29/2014	The Mall at Barnes Crossing (3)	Tupelo, MS	736,607	98,850
			2014 Acquisitions Total	1,741,046	$	230,767
2013 Acquisitions
	7/24/2013	Greenville Mall (1) (4)	Greenville, NC	413,759	$	48,900
	12/11/2013	Chesterfield Towne Center (1) (5)	Richmond, VA	1,016,258	165,500
	12/11/2013	The Centre at Salisbury (1) (6)	Salisbury, MD	721,396	127,000
			2013 Acquisitions Total	2,151,413	$	341,400

Explanatory Notes:

⁽¹⁾ Rouse acquired a 100% interest in the mall.

⁽²⁾ The Company assumed an existing $112.5 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.30%, matures in December 2015, and amortizes on a 30 year schedule thereafter.     

⁽³⁾ Rouse acquired a 51% controlling interest in the mall and related properties. In conjunction with the closing of this transaction, the Company closed on a new $67.0 million non-recourse mortgage loan that bears interest at a fixed rate of 4.29%, matures in September 2024, is interest only for the first three years and amortizes on a 30 year schedule thereafter. See Note 12 for further details.     

⁽⁴⁾ The Company assumed an existing $41.7 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.29%, matures in December 2015, and amortizes on a 30 year schedule thereafter. A fair value adjustment of $0.2 million was recorded as a result of the mortgage assumption.

⁽⁵⁾ The Company assumed an existing$109.7 million non-recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 4.75%, matures in October 2022, and amortizes over 30 years. A fair value adjustment of $1.3 million was recorded as a result of the mortgage assumption.

⁽⁶⁾ The Company assumed an existing $115.0 million partial recourse mortgage loan with the acquisition. The loan bears interest at a fixed rate of 5.79%, matures in May 2016, and is interest only. A fair value adjustment of$1.2 million was recorded as a result of the mortgage assumption.

The following table presents certain additional information regarding the Company's acquisitions during the years ended

December 31, 2014 and 2013:

	Property Name	Land		Building and Improvements		Acquired Lease Intangibles		Acquired Above Market Lease Intangibles		Acquired Below Market Lease Intangibles			Other
2014 Acquisitions		(In thousands)
	Bel Air Mall	$	8,969	$	111,206	$	11,329	$	3,952	$	(6,889	)	$	3,350
	The Mall at Barnes Crossing	17,969		75,949		6,973		4,700		(8,100		)	1,359
	Total	$	26,938	$	187,155	$	18,302	$	8,652	$	(14,989	)	$	4,709
2013 Acquisitions
	Greenville Mall (1)	$	9,088	$	36,961	$	5,076	$	1,098	$	(4,521	)	$	1,430
	Chesterfield Towne Center (2)	19,387		135,825		8,755		4,843		(6,741		)	2,181
	The Centre at Salisbury (3)	22,580		96,050		9,326		4,043		(4,729		)	972
	Total	$	51,055	$	268,836	$	23,157	$	9,984	$	(15,991	)	$	4,583

Explanatory Notes:

⁽¹⁾ Excludes fair value adjustment on mortgage assumption of $0.2 million.

⁽²⁾ Excludes fair value adjustment on mortgage assumption of $1.3 million.

⁽³⁾ Excludes fair value adjustment on mortgage assumption of $1.2 million.

The Company incurred acquisition and transaction related costs of $1.0 million, $2.1 million, and $1.0 million for the years ended December 31, 2014, 2013, and 2012, respectively. Acquisition and transaction related costs consist of due diligence costs such as legal fees, environmental studies, and closing costs. These costs are recorded in "Other" on the Company's Consolidated and Combined Statements of Operations and Comprehensive Loss.

During the year ended December 31, 2014, the Company recorded approximately $14.6 million in revenues and $1.6 million in net loss related to the acquisitions of Bel Air Mall and The Mall at Barnes Crossing. During the year ended December 31, 2013, the Company recorded approximately $4.8 million in revenues, and $1.1 million in net loss related to the acquisitions of Greenville Mall, Chesterfield Towne Center, and The Centre at Salisbury.

The following condensed pro forma financial information for the years ended December 31, 2014 and 2013 includes pro forma adjustments related to the 2014 acquisitions of Bel Air Mall and The Mall at Barnes Crossing, which are presented assuming the acquisitions had been consummated as of January 1, 2013. The pro forma financial information for the year ended December 31, 2013 includes pro forma adjustments related to the 2014 acquisitions of Bel Air Mall and The Mall at Barnes Crossing, as well as the 2013 acquisitions of Greenville Mall, Chesterfield Towne Center and The Centre at Salisbury, which are presented assuming the acquisitions had been consummated as of January 1, 2012. The pro forma financial information for the year ended December 31, 2012 includes pro forma adjustments related to the 2013 acquisitions of Greenville Mall, Chesterfield Towne Center and The Centre at Salisbury, as well as the 2012 acquisitions of Grand Traverse Mall and The Mall at Turtle Creek, which are presented assuming the acquisitions had been consummated as of January 1, 2012.

The following condensed pro forma financial information is not necessarily indicative of what the actual results of operations of the Company would have been assuming the acquisitions had been consummated as of January 1, 2013 and 2012, nor does it purport to represent the results of operations for future periods. Pro forma adjustments include above and below-market amortization, straight-line rent, interest expense, and depreciation and amortization.

	For the Year Ended December 31,
	2014			2013			2012
(In thousands, except per share amounts)	As Adjusted (Unaudited)
Total revenues	$	307,027		$	307,790		$	273,306
Net loss	(51,561		)	(56,836		)	(72,965		)
Net loss per share - basic and diluted	$	(0.90	)	$	(1.15	)	$	(1.58	)
Weighted average shares - basic and dilutive	57,203,196			49,344,927			46,149,893

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES, NET (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accounts Payable and Accrued Liabilities, Current [Abstract]
Below-market tenant leases, net (Note 2)	$ 43,292	$ 40,247
Construction payable	16,272	21,821
Accounts payable and accrued expenses	9,901	10,310
Deferred income	5,471	6,539
Dividends declared, not yet paid	9,885	6,454	3,479
Accrued payroll and other employee liabilities	9,352	7,942
Accrued real estate taxes	9,028	5,640
Asset retirement obligation liability	4,545	4,745
Accrued interest	4,380	4,213
Tenant and other deposits	1,336	1,249
Other	514	523
Total accounts payable and accrued expenses, net	$ 113,976	$ 109,683

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RELATED PARTY TRANSACTIONS (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 12, 2012	Oct. 31, 2012	Aug. 31, 2012
Related party transactions
Maximum borrowing capacity under revolving subordinated credit facility with a wholly-owned subsidiary of Brookfield	760,000,000
2015	16,920,000
GGP [Member] | Transition services agreement [Member]
Related party transactions
Maximum period for which services will be provided by related party to the reporting entity following the spin-off	18 months
Cost associated with agreement entered with the related party		100,000	1,500,000
Brookfield Asset Management Inc [Member] | Office leases [Member] | Building [Member]
Related party transactions
Cost associated with agreement entered with the related party	1,100,000	1,100,000	1,000,000
Amount payable to related party	0
Term of lease agreement assumed upon spin off				10 years
Brookfield Asset Management Inc [Member] | Office leases [Member] | Build out of office space [Member]
Related party transactions
Cost associated with agreement entered with the related party		0	1,700,000
Amount payable to related party	0	10,000.00
Brookfield Asset Management Inc [Member] | Office Lease Agreement Two [Member] | Building [Member]
Related party transactions
Amount payable to related party					0
Term of lease		5 years
Rent free period		12 months
Brookfield Asset Management Inc [Member] | Credit agreement [Member] | Revolving subordinated credit facility [Member]
Related party transactions
Cost associated with agreement entered with the related party		500,000	400,000
Maximum borrowing capacity under revolving subordinated credit facility with a wholly-owned subsidiary of Brookfield				100,000,000.0
Upfront fee related to credit facility			500,000
Semi annual revolving credit fee		300,000
BCO [Member]
Related party transactions
Cost associated with agreement entered with the related party	2,200,000	1,200,000
Amount payable to related party	200,000	0
Infrastructure costs incurred	300,000	2,800,000
Monthly information technology services fee	3,100,000	2,000,000
Monthly information technology services fee payable	259,409	0
Capitalized Computer Software, Gross	8,000,000
2015	3,600,000
BCO [Member] | Buildings and Equipment [Member]
Related party transactions
Related Party Transaction Business Infrastructure Total Costs Incurred	8,300,000	8,000,000
U.S. Holdings [Member]
Related party transactions
Interest rate basis	LIBOR
Interest receivable (as a percent)						1.05%
Note receivable funds notice period	3 days
Interest income	300,000	500,000	0
Demand deposit from affiliate		0
Outstanding and Payable [Member] | BCO [Member]
Related party transactions
Capitalized Computer Software, Gross	300,000
Other [Member] | BCO [Member]
Related party transactions
Capitalized Computer Software, Gross	1,000,000
BCO [Member] | Buildings and Equipment [Member]
Related party transactions
Capitalized Computer Software, Gross	7,100,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Schedule of estimated useful lives

Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	40
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

The following is a reconciliation of the carrying value of properties that were impaired during the years ended December 31, 2014 and 2013:

	Collin Creek Mall (1)(2)			Steeplegate Mall (1)(3)
Beginning carrying value, January 1, 2014	$	60,120		$	34,789
Capital expenditures	1,449			456
Depreciation and amortization expense	(4,723		)	(1,700		)
Loss on impairment of real estate	(5,079		)	(10,886		)
Ending carrying value, December 31, 2014	$	51,767		$	22,659

	Boulevard Mall(1)(3)			Steeplegate Mall (1)(3)
Beginning carrying value, January 1, 2013	$	84,175		$	51,687
Capital expenditures	—			885
Depreciation and amortization expense	(928		)	(2,624		)
Loss on impairment of real estate	(21,661		)	(15,159		)
Disposition of real estate asset	(61,586		)	—
Ending carrying value, December 31, 2013	$	—		$	34,789

Explanatory Note:

⁽¹⁾ The carrying value includes each mall's respective land, building, in-place lease value, and above and below market lease values.

⁽²⁾ Valued using a Terminal Capitalization Rate as of December 31, 2014.

⁽³⁾ Valued using a Discounted Cash Flow Analysis with Discount Rate and Terminal Capitalization Rates as of December 31, 2014 and 2013 as reflected in the table below.

Schedule of intangible assets and liabilities

The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting:

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
	(In thousands)
December 31, 2014
Tenant leases:
In-place value	$	97,745		$	(43,481	)	$	54,264
Above-market	109,862			(58,866		)	50,996
Below-market	(65,476		)	22,184			(43,292		)
Ground leases:
Below-market	3,682			(537		)	3,145
December 31, 2013
Tenant leases:
In-place value	$	100,125		$	(37,888	)	$	62,237
Above-market	132,986			(64,303		)	68,683
Below-market	(59,641		)	19,394			(40,247		)
Ground leases:
Below-market	2,173			(392		)	1,781

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Future amortization/accretion of these intangibles is estimated to decrease the Company's net income as follows:

Year	In-place lease intangibles		Above/(below) market leases, net
	(In thousands)
2015	$	16,920	$	7,619
2016	$	11,331	$	5,161
2017	$	6,916	$	3,068
2018	$	4,542	$	644
2019	$	3,289	$	(649	)

Summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent

The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the years ended December 31, 2014, 2013 and 2012:

	Years ended December 31,
	2014			2013			2012
	(In thousands)
Straight-line rent amortization	$	1,785		$	3,488		$	3,440
Lease termination income	2,204			413			433
Net amortization of above and below-market tenant leases	(13,073		)	(15,672		)	(21,700		)
Amortization of tenant inducement	(28		)	(1,000		)	—
Percentage rents in lieu of minimum rent	6,731			7,071			8,631

Straight Line Rent Receivables

The following is a summary of straight-line rent receivables, which are included in "Accounts receivable, net," in the Company's Consolidated Balance Sheets and are reduced for allowances for doubtful accounts:

	December 31, 2014		December 31, 2013
	(In thousands)
Straight-line rent receivables, net	$	14,431	$	12,645

Schedule of Accounts, Notes, Loans and Financing Receivable

The following table summarizes the changes in allowance for doubtful accounts for all receivables:

	2014			2013			2012
	(In thousands)
Balance at beginning of period	$	2,798		$	2,545		$	2,943
Provision for doubtful accounts	1,228			887			1,919
Write-offs	(673		)	(634		)	(2,317		)
Balance at end of period	$	3,353		$	2,798		$	2,545

Schedule of weighted-average shares outstanding

	Years ended December 31,
	2014	2013	2012
Weighted average shares - basic and diluted	57,203,196	49,344,927	46,149,893

Fair Value, Measurement Inputs, Disclosure

The following table sets forth quantitative information about the unobservable inputs of the Company's Level 3 Real Estate, which are recorded at fair values as of December 31, 2014 and December 31, 2013:

	As of December 31,
Unobservable Quantitative Inputs	2014		2013
Discount Rate	11.0	%	10.0	%
Terminal Capitalization Rate	9.5% - 10.0%		9.0	%

Fair Value Measurements, Nonrecurring

The following table sets forth information regarding the Company's financial and non-financial instruments that are measured at fair value on a recurring and non-recurring basis by the above categories:

	Total Fair Value Measurement			Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In thousands)
December 31, 2014
Recurring basis:
Assets:
Interest rate cap	$	1		$	—	$	1		$	—
Liabilities:
Interest rate swap	$	(482	)	$	—	$	(482	)	$	—
Non-recurring basis:
Investment in Real Estate (1)	$	74,237		$	—	$	—		$	74,237
December 31, 2013
Recurring basis:
Assets:
Interest rate cap	$	45		$	—	$	45		$	—
Non-recurring basis:
Investment in Real Estate (1)	$	33,475		$	—	$	—		$	33,475

Explanatory Note:

⁽¹⁾

Schedule of fair value of financial instruments

The primary sensitivity in these calculations is based on the selection of appropriate discount rates. 

	December 31, 2014				December 31, 2013
	Carrying Amount(1)		Estimated Fair Value		Carrying Amount(1)		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	1,249,195	$	1,248,928	$	1,021,432	$	1,013,726
Variable-rate debt	335,304		336,791		433,114		434,508
Total mortgages, notes and loans payable	$	1,584,499	$	1,585,719	$	1,454,546	$	1,448,234

Summary of deferred lease and financing costs

The following table summarizes our deferred lease and financing costs:

	Gross Asset		Accumulated Amortization			Net Carrying Amount
	(In thousands)
December 31, 2014
Deferred lease costs	$	55,647	$	(14,683	)	$	40,964
Deferred financing costs	19,151		(7,504		)	11,647
Total	$	74,798	$	(22,187	)	$	52,611
December 31, 2013
Deferred lease costs	$	43,570	$	(12,039	)	$	31,531
Deferred financing costs	18,979		(4,455		)	14,524
Total	$	62,549	$	(16,494	)	$	46,055

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Schedule III Real Estate and Accumulated Depreciation (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2010
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	1,617,980	[1]
Initial Cost
Land	376,426
Building & Improvements	1,705,136
Cost Capitalized Subsequent to Acquisition
Land	1,064
Building & Improvements	169,330
Gross Amounts at Which Carried at Close of Period (2)
Land	377,490	[2]
Building & Improvements	1,874,466	[2]
Total	2,251,956		1,948,131	1,652,755	1,462,482
Accumulated Depreciation	194,712		142,432	116,336	72,620
us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrancesHeldForUse	1,584,499	[1]
us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLandHeldForUse	370,299
us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovementsHeldForUse	1,672,231
us-gaap_SECScheduleIIIRealEstateAndAccumulatedDepreciationCostsCapitalizedSubHeldForUse	1,064
us-gaap_SECScheduleIIIRealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionBuildHeldForUse	147,841
us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLandHeldForUse	371,363	[2]
us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovemenHeldForUse	1,820,072	[2]
us-gaap_RealEstateGrossAtCarryingValueHeldForUse	2,191,435
us-gaap_RealEstateAccumulatedDepreciationHeldForUse	189,838
Equipment and Fixtures [Member] | Minimum [Member]
Gross Amounts at Which Carried at Close of Period (2)
Useful life	5 years
Equipment and Fixtures [Member] | Maximum [Member]
Gross Amounts at Which Carried at Close of Period (2)
Useful life	10 years
Building and improvements [Member]
Gross Amounts at Which Carried at Close of Period (2)
Useful life	40 years
Animas Valley Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	50,053	[1]
Initial Cost
Land	6,509	[2]
Building & Improvements	32,270	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	(421)	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	6,509	[2]
Building & Improvements	31,849	[2]
Total	38,358	[2]
Accumulated Depreciation	4,627	[2]
Date Acquired	Dec. 31, 2010	[2]
The Mall at Barnes Crossing [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	67,000	[1]
Initial Cost
Land	18,300	[2]
Building & Improvements	82,583	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	0	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	18,300	[2]
Building & Improvements	82,583	[2]
Total	100,883	[2]
Accumulated Depreciation	1,503	[2]
Date Acquired	Dec. 31, 2014	[2]
Bay Shore Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	46,500	[1]
Initial Cost
Land	4,770	[2]
Building & Improvements	33,306	[2]
Cost Capitalized Subsequent to Acquisition
Land	780	[2]
Building & Improvements	12,780	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	5,550	[2]
Building & Improvements	46,086	[2]
Total	51,636	[2]
Accumulated Depreciation	4,837	[2]
Date Acquired	Dec. 31, 2010	[2]
Bel Air Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	111,276	[1]
Initial Cost
Land	8,969	[2]
Building & Improvements	122,537	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	205	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	8,969	[2]
Building & Improvements	122,742	[2]
Total	131,711	[2]
Accumulated Depreciation	5,496	[2]
Date Acquired	Dec. 31, 2014	[2]
Birchwood Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	8,316	[2]
Building & Improvements	44,884	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	1,100	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	8,316	[2]
Building & Improvements	45,984	[2]
Total	54,300	[2]
Accumulated Depreciation	6,260	[2]
Date Acquired	Dec. 31, 2010	[2]
Cache Valley Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	3,963	[2]
Building & Improvements	26,842	[2]
Cost Capitalized Subsequent to Acquisition
Land	(70)	[2]
Building & Improvements	6,268	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	3,893	[2]
Building & Improvements	33,110	[2]
Total	37,003	[2]
Accumulated Depreciation	4,595	[2]
Date Acquired	Dec. 31, 2010	[2]
ChesterfieldTowneCenter [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	106,867	[1]
Initial Cost
Land	19,546	[2]
Building & Improvements	146,148	[2]
Cost Capitalized Subsequent to Acquisition
Land	(159)	[2]
Building & Improvements	(2,086)
Gross Amounts at Which Carried at Close of Period (2)
Land	19,387	[2]
Building & Improvements	144,062	[2]
Total	163,449	[2]
Accumulated Depreciation	5,643	[2]
Date Acquired	Dec. 31, 2013	[2]
Chula Vista Center [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	70,000	[1]
Initial Cost
Land	13,214	[2]
Building & Improvements	71,598	[2]
Cost Capitalized Subsequent to Acquisition
Land	1,149	[2]
Building & Improvements	14,485	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	14,363	[2]
Building & Improvements	86,083	[2]
Total	100,446	[2]
Accumulated Depreciation	9,530	[2]
Date Acquired	Dec. 31, 2010	[2]
Collin Creek [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	58,148	[1]
Initial Cost
Land	14,747	[2]
Building & Improvements	48,103	[2]
Cost Capitalized Subsequent to Acquisition
Land	(1,067)	[2]
Building & Improvements	(10,016)	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	13,680	[2]
Building & Improvements	38,087	[2]
Total	51,767	[2]
Accumulated Depreciation	0	[2]
Date Acquired	Dec. 31, 2010	[2]
Colony Square Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	4,253	[2]
Building & Improvements	29,577	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	441	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	4,253	[2]
Building & Improvements	30,018	[2]
Total	34,271	[2]
Accumulated Depreciation	4,010	[2]
Date Acquired	Dec. 31, 2010	[2]
Gateway Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	7,097	[2]
Building & Improvements	36,573	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	6,211	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	7,097	[2]
Building & Improvements	42,784	[2]
Total	49,881	[2]
Accumulated Depreciation	5,222	[2]
Date Acquired	Dec. 31, 2010	[2]
Grand Traverse Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	59,479	[1]
Initial Cost
Land	11,420	[2]
Building & Improvements	46,409	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	180	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	11,420	[2]
Building & Improvements	46,589	[2]
Total	58,009	[2]
Accumulated Depreciation	5,892	[2]
Date Acquired	Dec. 31, 2012	[2]
GreenvilleMall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	40,696	[1]
Initial Cost
Land	9,088	[2]
Building & Improvements	42,087	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	(101)
Gross Amounts at Which Carried at Close of Period (2)
Land	9,088	[2]
Building & Improvements	41,986	[2]
Total	51,074	[2]
Accumulated Depreciation	3,674	[2]
Date Acquired	Dec. 31, 2013	[2]
Lakeland Square Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	68,053	[1]
Initial Cost
Land	10,938	[2]
Building & Improvements	56,867	[2]
Cost Capitalized Subsequent to Acquisition
Land	1,308	[2]
Building & Improvements	17,168	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	12,246	[2]
Building & Improvements	74,035	[2]
Total	86,281	[2]
Accumulated Depreciation	9,470	[2]
Date Acquired	Dec. 31, 2010	[2]
Lansing Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	9,615	[2]
Building & Improvements	49,220	[2]
Cost Capitalized Subsequent to Acquisition
Land	350	[2]
Building & Improvements	17,497	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	9,965	[2]
Building & Improvements	66,717	[2]
Total	76,682	[2]
Accumulated Depreciation	7,524	[2]
Date Acquired	Dec. 31, 2010	[2]
The Mall at Sierra Vista [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	7,078	[2]
Building & Improvements	36,441	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	(67)	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	7,078	[2]
Building & Improvements	36,374	[2]
Total	43,452	[2]
Accumulated Depreciation	4,656	[2]
Date Acquired	Dec. 31, 2010	[2]
Mall St Vincent [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	4,604	[2]
Building & Improvements	21,927	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	12,136	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	4,604	[2]
Building & Improvements	34,063	[2]
Total	38,667	[2]
Accumulated Depreciation	3,347	[2]
Date Acquired	Dec. 31, 2010	[2]
New Park Mall LP [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	65,305	[1]
Initial Cost
Land	17,847	[2]
Building & Improvements	58,384	[2]
Cost Capitalized Subsequent to Acquisition
Land	2,867	[2]
Building & Improvements	8,858	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	20,714	[2]
Building & Improvements	67,242	[2]
Total	87,956	[2]
Accumulated Depreciation	7,788	[2]
Date Acquired	Dec. 31, 2010	[2]
North Plains Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	2,217	[2]
Building & Improvements	11,768	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	1,126	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	2,217	[2]
Building & Improvements	12,894	[2]
Total	15,111	[2]
Accumulated Depreciation	1,810	[2]
Date Acquired	Dec. 31, 2010	[2]
Pierre Bossier Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	50,291	[1]
Initial Cost
Land	7,522	[2]
Building & Improvements	38,247	[2]
Cost Capitalized Subsequent to Acquisition
Land	817	[2]
Building & Improvements	11,977	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	8,339	[2]
Building & Improvements	50,224	[2]
Total	58,563	[2]
Accumulated Depreciation	5,707	[2]
Date Acquired	Dec. 31, 2010	[2]
Sikes Center [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	5,915	[2]
Building & Improvements	34,075	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	3,559	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	5,915	[2]
Building & Improvements	37,634	[2]
Total	43,549	[2]
Accumulated Depreciation	4,730	[2]
Date Acquired	Dec. 31, 2010	[2]
Silver Lake Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	3,237	[2]
Building & Improvements	12,914	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	3,228	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	3,237	[2]
Building & Improvements	16,142	[2]
Total	19,379	[2]
Accumulated Depreciation	2,067	[2]
Date Acquired	Dec. 31, 2010	[2]
Southland Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	23,407	[2]
Building & Improvements	81,474	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	9,511	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	23,407	[2]
Building & Improvements	90,985	[2]
Total	114,392	[2]
Accumulated Depreciation	18,602	[2]
Date Acquired	Dec. 31, 2010	[2]
Southland Center [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	76,037	[1]
Initial Cost
Land	13,697	[2]
Building & Improvements	51,860	[2]
Cost Capitalized Subsequent to Acquisition
Land	1	[2]
Building & Improvements	6,358	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	13,698	[2]
Building & Improvements	58,218	[2]
Total	71,916	[2]
Accumulated Depreciation	7,316	[2]
Date Acquired	Dec. 31, 2010	[2]
Spring Hill Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	8,219	[2]
Building & Improvements	23,679	[2]
Cost Capitalized Subsequent to Acquisition
Land	1,206	[2]
Building & Improvements	2,224	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	9,425	[2]
Building & Improvements	25,903	[2]
Total	35,328	[2]
Accumulated Depreciation	3,641	[2]
Date Acquired	Dec. 31, 2010	[2]
Steeplegate Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	45,858	[1]
Initial Cost
Land	11,438	[2]
Building & Improvements	42,030	[2]
Cost Capitalized Subsequent to Acquisition
Land	(6,118)	[2]
Building & Improvements	(24,880)	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	5,320	[2]
Building & Improvements	17,150	[2]
Total	22,470	[2]
Accumulated Depreciation	0	[2]
Date Acquired	Dec. 31, 2010	[2]
The Centre at Salisbury [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	115,728	[1]
Initial Cost
Land	22,580	[2]
Building & Improvements	105,376	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	(436)	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	22,580	[2]
Building & Improvements	104,940	[2]
Total	127,520	[2]
Accumulated Depreciation	5,522	[2]
Date Acquired	Dec. 31, 2013	[2]
Three Rivers [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	2,079	[2]
Building & Improvements	11,142	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	17,823	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	2,079	[2]
Building & Improvements	28,965	[2]
Total	31,044	[2]
Accumulated Depreciation	1,620	[2]
Date Acquired	Dec. 31, 2010	[2]
Turtle Creek [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	79,630	[1]
Initial Cost
Land	22,254	[2]
Building & Improvements	79,579	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	314	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	22,254	[2]
Building & Improvements	79,893	[2]
Total	102,147	[2]
Accumulated Depreciation	8,143	[2]
Date Acquired	Dec. 31, 2012	[2]
Valley Hills [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	66,492	[1]
Initial Cost
Land	10,047	[2]
Building & Improvements	61,817	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	(568)	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	10,047	[2]
Building & Improvements	61,249	[2]
Total	71,296	[2]
Accumulated Depreciation	8,684	[2]
Date Acquired	Dec. 31, 2010	[2]
Vista Ridge [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	67,934	[1]
Initial Cost
Land	15,965	[2]
Building & Improvements	46,560	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	(181)	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	15,965	[2]
Building & Improvements	46,379	[2]
Total	62,344	[2]
Accumulated Depreciation	6,023	[2]
Date Acquired	Dec. 31, 2010	[2]
Washington Park Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	10,152	[1]
Initial Cost
Land	1,389	[2]
Building & Improvements	8,213	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	151	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	1,389	[2]
Building & Improvements	8,364	[2]
Total	9,753	[2]
Accumulated Depreciation	1,274	[2]
Date Acquired	Dec. 31, 2010	[2]
West Valley Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	59,000	[1]
Initial Cost
Land	31,341	[2]
Building & Improvements	38,316	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	5,298	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	31,341	[2]
Building & Improvements	43,614	[2]
Total	74,955	[2]
Accumulated Depreciation	7,437	[2]
Date Acquired	Dec. 31, 2010	[2]
Westwood Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	5,708	[2]
Building & Improvements	28,006	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	229	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	5,708	[2]
Building & Improvements	28,235	[2]
Total	33,943	[2]
Accumulated Depreciation	3,348	[2]
Date Acquired	Dec. 31, 2010	[2]
White Mountain Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	0	[1]
Initial Cost
Land	3,010	[2]
Building & Improvements	11,419	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	4,190	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	3,010	[2]
Building & Improvements	15,609	[2]
Total	18,619	[2]
Accumulated Depreciation	1,920	[2]
Date Acquired	Dec. 31, 2010	[2]
Properties Excluding Other Properties [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	1,314,499	[1]
Initial Cost
Land	370,299
Building & Improvements	1,672,231
Cost Capitalized Subsequent to Acquisition
Land	1,064
Building & Improvements	124,561
Gross Amounts at Which Carried at Close of Period (2)
Land	371,363	[2]
Building & Improvements	1,796,792	[2]
Total	2,168,155
Accumulated Depreciation	181,918
Other Properties [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	270,000	[1]
Initial Cost
Land	0
Building & Improvements	0
Cost Capitalized Subsequent to Acquisition
Land	0
Building & Improvements	23,280
Gross Amounts at Which Carried at Close of Period (2)
Land	0	[2]
Building & Improvements	23,280	[2]
Total	23,280
Accumulated Depreciation	7,920
Knollwood Mall [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrance	33,481	[1]
Initial Cost
Land	6,127	[2]
Building & Improvements	32,905	[2]
Cost Capitalized Subsequent to Acquisition
Land	0	[2]
Building & Improvements	21,489	[2]
Gross Amounts at Which Carried at Close of Period (2)
Land	6,127	[2]
Building & Improvements	54,394	[2]
Total	60,521	[2]
Accumulated Depreciation	4,874	[2]

[1] See description of mortgages, notes, and loans payable in Note 5 to the consolidated and combined financial statements.

[2] YearsBuildings and improvements 40Equipment and fixtures 5-10Tenant improvements Shorter of useful life or applicable lease term

XML

ORGANIZATION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2014 segment	Dec. 31, 2013	Dec. 31, 2012	Jan. 12, 2012 property
Organization [Line Items]
Corporate costs	$ 260,689	$ 206,294	$ 197,274
Number of operating segments	1
2015	16,920
Segment Reporting, Disclosure of Major Customers	.1
GGP [Member]
Organization [Line Items]
Number of properties assets and liabilities are split over				30
Corporate, Non-Segment [Member]
Organization [Line Items]
Corporate costs			$ 400

XML

RENTALS UNDER OPERATING LEASES

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

RETAILS UNDER OPERATING LEASES

RENTALS UNDER OPERATING LEASES

The Company receives rental income from the leasing of retail space under operating leases. The minimum future rentals based on operating leases of the Company's consolidated properties owned as of December 31, 2014 are as follows:

Year	Amount
	(In thousands)
2015	$	242,263
2016	201,027
2017	161,901
2018	126,967
2019	105,235
Subsequent	409,646
	$	1,247,039

Minimum future rentals exclude amounts which are not fixed in accordance with the tenant's lease, but are based upon a percentage of their gross sales or reimbursement of actual operating expenses and amortization of above and below-market leases. Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers, and consequently, our credit risk is concentrated in the retail industry.