FORBEARANCE AND WAIVER AGREEMENT

A.

Borrowers, Lenders and Agent have entered into the Corporate Credit Agreement.

B.

Agent herby notifies Borrowers that it believes that Events of Default have occurred under the Corporate Credit Agreement by virtue of (i) the Fashion Show Loan (as defined below) not having been repaid in full upon its original maturity date and to the extent such original maturity date was extended prior to the date hereof, on such extended maturity date(s); (ii) the Palazzo Loan (as defined below) not having been repaid in full upon its original maturity date and to the extent such original maturity date was extended prior to the date hereof, on such extended maturity date(s), (iii) the Events of Default set forth on Schedule 1 attached hereto and made a part hereof and (iv) any other Default or Event of Default that may exist under Section 8(e) of the Corporate Credit Agreement solely as a result of other cross-defaults directly or indirectly triggered by the matters in clauses (i) , (ii) and (iii) above (the matters in clauses (i) , (ii) , (iii) and (iv) collectively, the " Identified Events of Default ").

C.

Without acknowledging or confirming the existence or occurrence of the Identified Events of Default, Borrowers have requested that during the Agreement Period (as defined below) Agent waive the Identified Events of Default (to the extent the same exist) and forbear from exercising certain of the Lenders’ default-related rights and remedies.

D.

Agent has so agreed upon the terms, conditions, representations, warranties, covenants and agreements set forth in this Agreement.

1.

Definitions .

1.1

All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Corporate Credit Agreement.

1.2

As used herein, the following terms shall have the following meanings:

" Agreement Period " means the period commencing on the Effective Date and ending on the earlier of (i) January 30, 2009 and (ii) the occurrence of any Termination Event.

" Capital Proceeds " means all cash receipts or other proceeds or cash or non-cash consideration (net of reasonable transaction expenses) received by a Group Member in connection with or arising from a sale, transfer, exchange, redemption, repayment, financing, repurchase or other disposition of any capital assets (whether real estate, personal property assets, equity interests or otherwise) of any Group Member, the incurrence of any Indebtedness by any Group Member secured by assets of any Group Member, the refinancing of any Indebtedness of any Group Member (net of any Indebtedness repaid), the receipt of proceeds of casualty or other insurance claims and condemnation awards (net of any awards that a Group Member is required to apply toward restoration), and any similar transaction (generically, a " Capital Event ").

" Corporate Credit Agreement " means that certain Second Amended and Restated Credit Agreement, dated as of February 24, 2006, by and among Borrowers, Agent, Lenders (or certain of their affiliates) and certain other lenders, as amended by that certain Amendment to Second Amended and Restated Credit Agreement, dated as of December 14, 2007, and as amended further from time to time.

" Disposition " means, with respect to any Property, any sale, lease (other than a lease entered into in the ordinary course of business), sale and leaseback, assignment, conveyance, transfer or other disposition.

" Effective Date " means the later of (i) date on which this Agreement is executed and delivered by all parties hereto and (ii) execution and delivery of forbearance or extension agreements with respect to the Fashion Show Loan and the Palazzo Loan in form and substance acceptable to the Borrowers and Agent.

" Enforcement Action " means instituting any suit or proceeding in any court, or taking any other formal legal action, seeking to enforce the repayment of the Loans or to realize upon any collateral security therefor or exercising Agent’s right to send a Control Notice under (and as defined in) the Control Agreement.

" Fair Market Value " means the value of the consideration obtainable in sale of assets at such date assuming a sale by a willing seller to a willing unaffiliated purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as reasonably determined by GGP or, if such asset shall have been the subject of a relatively contemporaneous appraisal (prepared in connection with a sale or acquisition) by an independent third-party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set forth in such appraisal.

" Fashion Show Loan Agreement " means that certain Loan Agreement dated as of January 2, 2008, by and among Fashion Show Mall LLC, as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and certain

banks and other financial institutions or entities from time to time party thereto, as amended or modified from time to time.

" Major Change " means any merger, consolidation or amalgamation, or liquidation, winding up or dissolution of any Group Member (or suffering any such liquidation or dissolution), or the Disposition of all or substantially all of a Group Member’s Property or business, except for dissolutions, mergers and the winding up of (a) Non-Material Entities (i) in the ordinary course of business or (ii) in connection with a transaction otherwise permitted hereunder or consented to by Agent and (b) Group Members solely for advantageous tax purposes, provided that in the case of this clause (b), (i) no Minority Rouse Subsidiary or Non-Rouse Subsidiary may enter into in any Major Change with a Majority Rouse Subsidiary, such that the Majority Rouse Subsidiary is the continuing or surviving entity, (ii) no Non-Rouse Subsidiary may enter into any Major Change with a Minority Rouse Subsidiary such that the Minority Rouse Subsidiary is the continuing or surviving entity, except in the ordinary course of business in accordance with past business practices; and (iii) no Minority Rouse Subsidiary may enter into any Major Change with any other Minority Rouse Subsidiary if, before such transaction, the Minority Rouse Subsidiary that would be the continuing or surviving entity after such transaction has a greater Rouse Percentage than the Minority Rouse Subsidiary which would not continue or survive, except in the ordinary course of business in accordance with past business practices.

" Majority Rouse Subsidiary ": Rouse LP or any Borrower or Subsidiary of any Borrower eleven percent (11%) or more of the capital stock, partnership, limited liability company or other ownership interests of which are directly or indirectly owned by Rouse LP as of the date hereof.

" Minority Rouse Subsidiary ": any Borrower or Subsidiary of any Borrower one percent (1%) or more but less than eleven percent (11%) of the capital stock, partnership, limited liability company or other ownership interests of which are directly or indirectly owned by Rouse LP as of the date hereof.

" Net Available Proceeds " means (i) in the case of any Disposition, the amount of Net Cash Payments received by one or more Group Members in connection with such Disposition, (ii) in the case of any issuance of any Capital Stock, the aggregate amount of all cash received by one or more Group Members in respect of such issuance net of reasonable expenses incurred by such Group Members in connection therewith, (iii) in the case of the incurrence of any Indebtedness, the aggregate amount of all cash received by one or more Group Members in connection with such transaction, net of reasonable expenses incurred by such Group Members and, in the case of a refinancing, net of any Indebtedness repaid, and (iv) in the case of any tax refund, the aggregate amount of all cash received by one or more Group Members in respect of such refund (less reasonable expenses relating to the collection of such refund), provided that, for purposes of clauses (i), (ii), (iii) and (iv) above, the Group Members’ pro rata share of receipts and expenses by any joint venture shall be deemed equal to the receipts or expenses of such joint venture required to be distributed to such Group Members in accordance with the terms of the agreement governing such joint venture.

" Net Cash Payments " means, with respect to any Disposition, the aggregate amount of all cash payments, and the Fair Market Value of any non-cash consideration, received by any Group Member directly or indirectly in connection with such Disposition, provided that (i) Net Cash Payments shall be net of any reasonable and customary transaction costs, including without limitation, any reasonable legal expenses, title expenses, recording expenses, recording taxes and transfer taxes, prorations, commissions and other fees and expenses paid by such Group Member in connection with such Disposition and (ii) Net Cash Payments shall be net of any repayments by such Group Member of Indebtedness to the extent that (A) such Indebtedness is secured by a lien on (1) the property that is the subject of such Disposition or (2) the Capital Stock of the Person whose sole asset is (x) the property or (y) the Capital Stock of a Person whose sole asset is the property, and (B) the transferee of (or holder of a lien on) such property is ineligible to or elects to not assume such Indebtedness or such transferee reasonably and in good faith requires that such Indebtedness be repaid as a condition to the purchase of such property.

" Non-Material Entities " means Group Members that either conduct de minimis business activities or hold no material assets.

" Non-Rouse Subsidiary ": any Borrower or Subsidiary of any Borrower less than one percent (1%) of the capital stock, partnership, limited liability company or other ownership interests of which are directly or indirectly owned by Rouse LP as of the date hereof.

" Palazzo Loan Agreement " means that certain Loan Agreement dated as of February 28, 2008 by and among Phase II Mall Subsidiary, LLC, as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and certain banks and other financial institutions or entities from time to time party thereto, as amended or modified from time to time.

" Redemption Payment " means any payment (except payments made in Capital Stock of GGP) on account of the purchase, redemption, retirement or acquisition (including merger consideration) of (i) any Group Member’s Capital Stock or (ii) any option, warrant or other right to acquire any Group Member’s Capital Stock.

" Restricted Payment " means (i) any dividend or other distribution (whether payable in cash or other Property) on any Group Member’s Capital Stock or (ii) any loan payment to any Group Member or Affiliate of any Group Member.

" Rouse Percentage ": in respect of a Group Member, as of any date, the aggregate percentage of the capital stock, partnership, limited liability company or other ownership interests of such Person directly or indirectly owned by Rouse LP.

" Subordinated Indebtedness " means any unsecured Indebtedness of any Group Member existing as of the date hereof in excess of $5,000,000.

" Termination Event " means the occurrence of one or more of the following events: (i) a default by any Loan Party of its obligations hereunder, (ii) any representation or warranty by Borrowers hereunder being untrue or materially

misleading, (iii) a Default or Event of Default has occurred and Agent has given notice thereof (other than with respect to the Identified Events of Default), (iv) any unsecured creditor of any Group Member commencing any enforcement action or the exercise of its rights or remedies against such Group Member in connection with any Indebtedness of more than $5,000,000 and Agent’s giving a notice to the Borrowers that such event is deemed a Termination Event hereunder, (v) with respect to any Loan Party, the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, liquidation or like proceeding or the appointment of a receiver, in each case whether voluntary or involuntary (unless, in the case of an involuntary filing, the same is dismissed within five (5) Business Days), or (vi) the giving of a notice by Agent to the Borrowers that Agent has learned that any Group Member has taken an action (other than de minimis actions in the ordinary course of business operations) that would place Agent and/or Lenders in a position inferior to that which it would have been in had any Group Member voluntarily commenced the filing of any petition in bankruptcy, or any insolvency, reorganization, liquidation or like proceeding on the date of this Agreement or the failure of any Group Member, within 1 day after notice from Agent to Borrowers that Agent reasonably believes any Group Member is about to take any such action, to cease such action and to agree in writing not to take such action.

" Upper Tier Transaction " means (a) the sale or issuance of any class of Capital Stock of GGP and/or GGPLP to a non-Affiliate of GGP, (b) the merger, consolidation or amalgamation of GGP and/or GGPLP with a non-Affiliate of GGP, (c) an equity recapitalization of GGP and/or GGPLP by a non-Affiliate of GGP, provided that none of (a), (b) or (c) shall result in a Change of Control.

2.

Loan Party Covenants .

2.1

Within two (2) Business Days after the date hereof, Borrower shall deliver, or cause the delivery of an organizational chart (the " Organizational Chart ") to Agent substantially in the form of that certain organizational chart dated September 30, 2008, and delivered to Agent on October 16, 2008, but correcting any errors, omissions or inconsistencies (other than minor typographical errors) that may exist therein, accompanied by a certificate of a Responsible Officer certifying that such Organizational Chart is true, complete and correct in all material respects and sets forth the ownership and organizational structure of the Loan Parties and all of their respective Subsidiaries as they exist on the date hereof and setting forth any changes between such date and the date of certification.

2.1A Notwithstanding anything to the contrary set forth herein, GGP or GGPLP may consummate an Upper Tier Transaction, provided that (except as and to the extent provided otherwise in Section 6.10 of the Corporate Credit Agreement or Section 2(c) of the Control Agreement, in each case subject to the last sentence of Section 7 ) any Net Available Proceeds relating thereto shall be maintained in the bank accounts of GGP or GGPLP, as applicable, and such Net Available Proceeds shall not be used for any purpose without the approval of the Required Lenders.

2.2

No Loan Party shall (and the Loan Parties shall cause the Group Members not to), without the prior approval of the Required Lenders:

(i)

the Disposition of obsolete or worn out Property in the ordinary course of business;

(ii)

the sale of inventory in the ordinary course of business;

(iii)

the Disposition of assets or issuance or sale of Capital Stock of any Subsidiary (other than the sale or issuance of any preferred stock of any Subsidiary), provided that (A) such Disposition or issuance is at Fair Market Value, (B) such Disposition or issuance shall not result in a Material Adverse Effect, (C) the Net Available Proceeds of such Disposition or issuance shall be payable in cash upon the closing of such Disposition or issuance and (D) at the time of such Disposition or issuance, a certificate of a Responsible Officer shall have been delivered to Agent, which shall include (x) a computation demonstrating pro forma compliance with the covenant contained in Section 7.1 and, if applicable, Section 7.2 of the Corporate Credit Agreement after giving effect to such Disposition or issuance and (y) a certification that no Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition or issuance (other than, during the Agreement Period, the Identified Events of Default);

(iv)

the sale or issuance of (A) Capital Stock of any Borrower, provided that such would not result in a Change of Control, or (B) Trust Preferred Securities; and

(v)

the sale or issuance by any real estate investment trust Subsidiary to individuals of preferred equity with a base liquidation preference of no more than $180,000 in the aggregate for any such real estate investment trust;

(vi)

notwithstanding subsection (iii) above, a Disposition of all of the assets of or sale (directly or indirectly) of all of the Capital Stock of one or more of Fashion Show Mall LLC, Phase II Mall Subsidiary, LLC, and

Grand Canal Shops II, LLC (such persons, the " Fashion Show Subsidiary ", the " Palazzo Subsidiary ", and the " Canal Subsidiary ", respectively, and all such Persons, collectively, the " Las Vegas Subsidiaries ", and the assets of such Persons, the " Fashion Show Property ", the " Palazzo Property " and the " Canal Property " respectively, and all such assets, collectively, the " Las Vegas Properties "), provided that such Disposition or sale is an arm’s-length transaction at Fair Market Value with an unaffiliated third-party purchaser; provided , further , that in the event a purchase and sale agreement with respect to Disposition of the Fashion Show Property or Palazzo Property has been approved in accordance with the Second Amendment to the Fashion Show Loan Agreement or Palazzo Loan Agreement, respectively, a Disposition in accordance with the terms of such approved purchase and sale agreement shall be deemed to have satisfied (and shall satisfy) the conditions set forth in this subsection (vi) ;

provided, however , that notwithstanding the foregoing, during the Agreement Period (A) no Minority Rouse Subsidiary or Non-Rouse Subsidiary may make any Disposition to a Majority Rouse Subsidiary, (B) no Non-Rouse Subsidiary may make any Disposition to a Minority Rouse Subsidiary, except in the ordinary course of business in accordance with past business practices; and (C) no Minority Rouse Subsidiary may make any Disposition to any other Minority Rouse Subsidiary if, before such transaction, the Minority Rouse Subsidiary that is the acquiring Person before such transaction has a greater Rouse Percentage than the Minority Rouse Subsidiary making the Disposition, excep