Exhibit
10.2




 





 


 


REVERSE TRANSITION SERVICES
AGREEMENT


 


dated as of November 9,
2010


 


among


 


GGP LIMITED PARTNERSHIP,


 


GENERAL GROWTH MANAGEMENT, INC.,


 


and


 


THE HOWARD HUGHES
CORPORATION


 




 





 


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.01.

  	
  Certain
  Defined Terms

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  SERVICES,
  DURATION AND SERVICE MANAGERS

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.01.

  	
  Services

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.02.

  	
  Duration
  of Services

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.03.

  	
  Additional
  Unspecified Services

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.04.

  	
  Transition Service Managers

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.05.

  	
  Personnel

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.06.

  	
  Reserved

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  RESERVED

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  OTHER
  ARRANGEMENTS AND ADDITIONAL AGREEMENTS

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.01.

  	
  Software
  and Software Licenses

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.02.

  	
  Reserved

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.03.

  	
  Reserved

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.04.

  	
  Access

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.05.

  	
  Insider
  Trading Policy

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.06.

  	
  Cooperation

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  COSTS
  AND DISBURSEMENTS

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.01.

  	
  Costs
  and Disbursements

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.02.

  	
  Taxes

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.03.

  	
  No
  Right to Set-Off

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  STANDARD FOR SERVICE

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.01.

  	
  Standard
  for Service

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.02.

  	
  Disclaimer
  of Warranties

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.03.

  	
  Compliance
  with Laws and Regulations

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  LIMITED
  LIABILITY AND INDEMNIFICATION

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.01.

  	
  Consequential
  and Other Damages

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.02.

  	
  Limitation
  of Liability

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.03.

  	
  Obligation
  to Reperform and Spinco Indemnity

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.04.

  	
  Release
  and GGP Indemnity

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.05.

  	
  Indemnification
  Procedures

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.06.

  	
  Liability
  for Payment Obligations

  	
  11

  
					



 


i

















 


	
   

  	
  Section 7.07.

  	
  Exclusion
  of Other Remedies

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  DISPUTE RESOLUTION

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.01.

  	
  Dispute
  Resolution

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  TERM
  AND TERMINATION

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.01.

  	
  Term
  and Termination

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.02.

  	
  Effect
  of Termination

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.03.

  	
  Force
  Majeure

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  GENERAL
  PROVISIONS

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.01.

  	
  No
  Agency

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.02.

  	
  Subcontractors

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.03.

  	
  Treatment
  of Confidential Information

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.04.

  	
  Further
  Assurances

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.05.

  	
  Notices

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.06.

  	
  Severability

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.07.

  	
  Entire
  Agreement

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.08.

  	
  No
  Third-Party Beneficiaries

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.09.

  	
  Governing
  Law

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.10.

  	
  Amendment

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.11.

  	
  Rules of
  Construction

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.12.

  	
  Counterparts

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.13.

  	
  Assignability

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.14.

  	
  Waiver
  of Jury Trial

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.15.

  	
  Specific
  Performance

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.16.

  	
  Non-Recourse

  	
  19

  
					



 


ii

















 


	
  EXHIBITS

  
	
   

  	
   

  
	
  I

  	
  Direct Payroll Costs

  
	
  II

  	
  Service Managers

  
	
   

  
	
   

  
	
  SCHEDULES

  
	
   

  	
   

  
	
  A-1

  	
  Income Tax

  
	
  A-2

  	
  MPC Accounting

  
	
  A-3

  	
  Seaport and Victoria Ward Mall Accounting

  



 


iii






 












 


REVERSE TRANSITION SERVICES AGREEMENT


 


This
Reverse Transition Services Agreement (this “Agreement”), dated as of November 9,
2010, is by and among GGP Limited Partnership, a Delaware limited partnership (“GGPLP”),
General Growth Management, Inc., a Delaware corporation (“GGMI”
and, collectively with GGPLP, “GGP”), and The Howard Hughes Corporation,
a Delaware corporation (“Spinco”).


 


RECITALS


 


WHEREAS,
General Growth Properties, Inc. (“GGPI”) and Spinco entered into
the Separation Agreement, dated as of the date hereof (as amended, modified or
supplemented from time to time in accordance with its terms, the “Separation
Agreement”); and


 


WHEREAS,
Spinco (and/or its Subsidiaries on the date of this Agreement immediately after
giving effect to, and subject to the occurrence of, the Distribution,
collectively referred to as the “Spinco Entities”) shall provide or
cause to be provided to GGPI (and/or its Subsidiaries on the date of this
Agreement immediately after giving effect to, and subject to the occurrence of,
the Distribution, collectively referred to as the “GGP Entities”)
certain services on a transitional basis and in accordance with the terms and
subject to the conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements
contained in this Agreement, the Parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.  Certain Defined Terms.  (a) Unless otherwise defined in this
Agreement, all capitalized terms used in this Agreement shall have the same
meaning as in the Separation Agreement.


 


(b)           The following capitalized
terms used in this Agreement shall have the meanings set forth below:


 


“Additional
Services” shall have the meaning set forth in Section 2.03(a).


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Competitor
of Spinco” shall mean an entity that is directly or indirectly (or whose
Affiliates are directly or indirectly) in the business of owning or managing
retail malls.


 


“Confidential
Information” shall have the meaning set forth in Section 10.03(a).


 


“Cost
Multiplier” shall mean: 110% during the period beginning on the Plan
Effective Date and ending on the last day of the 6th month after the Plan
Effective Date; 150% during the period beginning on the first day of the 7th
month after the Plan Effective Date and 


 

















 


ending
on the last day of the 12th month after the Plan Effective Date; and 200%
during the period beginning on the first day of the 13th month after the Plan
Effective Date and ending on the date that this Agreement terminates.


 


“Direct
Payroll Costs” shall mean, with respect to each Spinco Employee providing a
particular Service, the applicable hourly rate set forth on Exhibit I.


 


“Dispute”
shall have the meaning set forth in Section 8.01(a).


 


“GGMI”
shall have the meaning set forth in the Preamble.


 


“GGP”
shall have the meaning set forth in the Preamble.


 


“GGP
Entities” shall have the meaning set forth in the Recitals.


 


“GGP
Indemnified Party” shall have the meaning set forth in Section 7.03.


 


“GGPI”
shall have the meaning set forth in the Recitals.


 


“GGPLP”
shall have the meaning set forth in the Preamble.


 


“GGP
Overall Service Manager” shall have the meaning set forth in Section 2.04(b).


 


“GGP
Service Manager” shall have the meaning set forth in Section 2.04(b).


 


“Interest
Rate” shall have the meaning set forth in Section 5.01(b).


 


“Out-of-Pocket
Expenses” shall mean, with respect to a particular Service, any
out-of-pocket costs, fees and expenses that Spinco or any other member of the
Spinco Group actually pays to an unaffiliated third party in the course of
providing such Service, without any additional charge or mark up.  The term “Out-of-Pocket Expenses” shall not
include any rent, utilities, taxes, clerical support, Spinco Employee
compensation and benefits or any other general or administrative overhead or
other similar costs or expenses.


 


“Overall
Service Managers” shall mean the GGP Overall Service Manager and the Spinco
Overall Service Manager.


 


“Party”
shall mean GGP and Spinco individually, and “Parties” means GGP and
Spinco collectively, and, in each case, their permitted successors and assigns.


 


“Representative”
shall mean, with respect to any Person, any director, officer, employee, agent,
consultant, accountant, auditor, attorney or other representative of such
Person.


 


“Schedule(s)”
shall have the meaning set forth in Section 2.02.


 


“Separation
Agreement” shall have the meaning set forth in the Recitals.


 


“Service
Charges” shall have the meaning set forth in Section 5.01(a).


 


2

















 


“Service
Increases” shall have the meaning set forth in Section 2.03(b).


 


“Service
Resource Cost” shall mean, with respect to a particular Service, (A) an
amount equal to the product of (x) the Direct Payroll Cost of the
Spinco Employee providing the Service multiplied by (y) the number
of hours such employee spent performing the Service, or (B) if a different
pricing methodology is expressly provided for in the applicable Schedule with
respect to such Service, an amount calculated based on such pricing
methodology.


 


“Services”
shall have the meaning set forth in Section 2.01.


 


“Spinco”
shall have the meaning set forth in the Preamble.


 


“Spinco
Employee” shall mean an employee of any of the Spinco Entities.


 


“Spinco
Entities” shall have the meaning set forth in the Recitals.


 


“Spinco
Indemnified Party” shall have the meaning set forth in Section 7.04.


 


“Spinco
Overall Service Manager” shall have the meaning set forth in Section 2.04(a).


 


“Spinco
Service Manager” shall have the meaning set forth in Section 2.04(a).


 


ARTICLE II


 


SERVICES, DURATION AND
SERVICE MANAGERS


 


Section 2.01.  Services.  Subject to the terms and conditions of this
Agreement, Spinco shall provide (or cause to be provided) to the GGP Entities,
as requested from time to time by GGP, the services listed on Schedule A
(which may be grouped by type of Services in sub-schedules) to this Agreement
(the “Services”).  All of the
Services shall be for the sole use and benefit of the GGP Entities as
constituted on the Plan Effective Date.


 


Section 2.02.  Duration of Services.  Subject to the terms of this Agreement,
commencing on the Plan Effective Date, Spinco shall provide or cause to be
provided to the GGP Entities each Service until the earlier to occur of, with
respect to each such Service, (i) the expiration of the period of the
maximum duration for such Service as set forth on the sub-schedules attached
hereto defining such Service (each a “Schedule”, and collectively, the “Schedules”)
and (ii) the date on which such Service is terminated under Section 9.01;
provided, however, that GGP shall use commercially reasonable
efforts in good faith to transition itself to a stand-alone entity with respect
to each Service during the period for such Service as set forth in the relevant
Schedules.  In the event that Spinco
sells, transfers or otherwise disposes of its interest in any of its
Subsidiaries that is engaged in providing one or more Services, Spinco shall (x) if
requested by GGP, use commercially reasonable efforts to cause such Subsidiary
or the acquiror thereof to agree that such Subsidiary will continue to provide
such Services to the same extent provided pursuant to the terms of this
Agreement or (y) if requested by GGP, or to the extent the Subsidiary or the
acquiror will not agree to provide such Services after Spinco’s exertion of
commercially reasonable efforts pursuant to (x), secure such Services from a 


 


3

















 


reputable and experienced third-party vendor at
substantially equivalent service levels for the remaining term of such
Services.


 


Section 2.03.  Additional Unspecified Services.  (a) After the Plan Effective Date, if
GGP (i) identifies a service that the Spinco Entities provided to the GGP
Business prior to the Plan Effective Date that is reasonably necessary in order
for the GGP Business to continue to operate in substantially the same manner in
which the GGP Business operated prior to the Plan Effective Date and is
otherwise material to operations of the GGP Business, and such service was not
included on the Schedules, and (ii) provides written notice to Spinco
within one hundred twenty (120) days following the Plan Effective Date
requesting such additional service, then Spinco shall, subject to the negotiation
of mutually acceptable terms of the applicable Schedule (as described in the
next sentence), provide such requested additional service provided that
(i) the Spinco Entities have adequate resources to provide such service, (ii) such
service can be provided without unreasonable disruption to the Spinco Entities’
businesses and (iii) the provision of such service will not violate
(whether directly or by virtue of a cross-default) a material contract or
agreement of a Spinco Entity or result in a violation of applicable Law (such
additional services, the “Additional Services”).  In connection with any request for Additional
Services in accordance with this Section 2.03(a), the GGP Service
Manager and the Spinco Service Manager shall in good faith negotiate the terms
of a supplemental Schedule, which terms shall be consistent with the terms of,
and the pricing methodology used for, similar Services provided under this
Agreement.  The Parties shall agree to
the applicable Service Charge and the supplemental Schedule shall describe in
reasonable detail the nature, scope, service period(s), termination provisions
and other terms applicable to such Additional Services.  Each supplemental Schedule, as agreed to in
writing by the Parties, shall be deemed part of this Agreement as of the date
of such Schedule and the Additional Services set forth therein shall be deemed “Services”
provided under this Agreement, in each case subject to the terms and conditions
of this Agreement.


 


(b)           After the Plan Effective
Date, if (i) (x) GGP requests Spinco to increase, relative to
historical levels prior to the Plan Effective Date, the volume, amount, level
or frequency, as applicable, of any Service provided by Spinco and (ii) such
increase is reasonably determined by GGP as necessary for GGP to operate its
businesses (such increases, the “Service Increases”), then Spinco
shall, subject to the negotiation of mutually acceptable terms of the
applicable Schedule (as described in the next sentence), provide the Service
Increases in accordance with such request; provided, that Spinco shall
not be obligated to provide any Service Increase if it does not, in its
reasonable judgment, have adequate resources to provide such Service Increase
or if the provision of such Service Increase would significantly disrupt the
operation of any of its businesses or violate an existing material contract or
agreement or applicable Law.  In
connection with any request for Service Increases in accordance with this Section 2.03(b),
the GGP Service Manager and the Spinco Service Manager shall in good faith
negotiate the terms of an amendment to the applicable Schedule, which amendment
shall be consistent with the terms of, and the pricing methodology used for,
the applicable Service.  Each amended
Schedule, as agreed to in writing by the Parties, shall be deemed part of this
Agreement as of the date of such amendment to the Schedule and the Service
Increases set forth therein shall be deemed a part of the “Services” provided
under this Agreement, in each case subject to the terms and conditions of this
Agreement.


 


4

















 


Section 2.04.  Transition Service Managers.  (a) Spinco hereby appoints and
designates the individual holding the Spinco position set forth on Exhibit II
to act as its initial service manager (the “Spinco Overall Service Manager”),
who will be directly responsible for coordinating and managing the delivery of
the Services and have authority to act on Spinco’s behalf with respect to
matters relating to this Agreement.  In
addition, Spinco hereby appoints, with respect to each Service, the individual
set forth on the applicable Schedule as its initial service manager (each such
manager, a “Spinco Service Manager”) with respect to such Service, who
will be directly responsible for coordinating and managing the delivery of such
Service on a day-to-day basis.  The
Spinco Service Managers will work with the personnel of Spinco Entities to
periodically address issues and matters raised by GGP relating to this
Agreement.  The Spinco Overall Service
Manager will oversee the Spinco Service Managers and will be responsible for
coordinating the overall delivery of the Services.  Notwithstanding the notice requirements of Section 10.05,
all communications from GGP to Spinco pursuant to this Agreement regarding
routine matters involving the Services set forth on the Schedules shall be made
through the applicable Spinco Service Manager or such other individual as
specified by the applicable Spinco Service Manager in writing and delivered to
GGP by email or facsimile transmission with receipt confirmed.  Spinco shall notify GGP of the appointment of
a different Spinco Overall Service Manager or Spinco Service Manager, if
necessary, in accordance with Section 10.05.


 


(b)           GGP hereby appoints and
designates the individual holding the GGP position set forth on Exhibit II
to act as its initial service manager (the “GGP Overall Service Manager”),
who will be directly responsible for coordinating and managing the receipt of the
Services and have authority to act on GGP’s behalf with respect to matters
relating to this Agreement.  In addition,
GGP hereby appoints, with respect to each Service, the individual set forth on
the applicable Schedule as its initial service manager (each such manager, a “GGP Service
Manager”) with respect to such Service, who will be directly responsible
for coordinating and managing the receipt of such Service on a day-to-day
basis.  The GGP Service Managers will
work with the personnel of GGP Entities to periodically address issues and
matters raised by Spinco relating to this Agreement.  The GGP Overall Service Manager will oversee
the GGP Service Managers and will be responsible for coordinating the overall
receipt of the Services.  Notwithstanding
the notice requirements of Section 10.05, all communications from
Spinco to GGP pursuant to this Agreement regarding routine matters involving
the Services set forth on the Schedules shall be made through the applicable
GGP Service Manager or such other individual as specified by the applicable GGP
Service Manager in writing and delivered to Spinco by email or facsimile
transmission with receipt confirmed.  GGP
shall notify Spinco of the appointment of a different GGP Overall Service
Manager or GGP Service Manager, if necessary, in accordance with Section 10.05.


 


Section 2.05.  Personnel.  (a) Spinco will make available such
appropriately qualified personnel as may be reasonably necessary to provide the
Services, and will use reasonable efforts to make available personnel
specifically requested by GGP. 
Notwithstanding the foregoing, Spinco will have the right, in its sole
reasonable discretion, to (i) designate which personnel it will assign to
perform each Service, and (ii) remove and replace such personnel at any
time with personnel of similar qualifications and experience levels, if such
action would not reasonably be expected to cause a material increase in costs
and/or a material decrease in level of service for GGP with respect to such
Service; provided, however, that Spinco will use its 


 


5

















 


commercially reasonable efforts to limit the
disruption to GGP in the transition of the Services to different personnel.


 


(b)           In the event that the
provision of any Service by Spinco requires, as set forth in the Schedules, the
cooperation and services of the applicable personnel of GGP, GGP will make
available to Spinco such personnel (who shall be appropriately qualified for
purposes of the provision of such Service by Spinco) as may be necessary for
Spinco to provide such Service.


 


Section 2.06.  Reserved.


 


ARTICLE III


 


RESERVED


 


ARTICLE IV


 


OTHER ARRANGEMENTS AND
ADDITIONAL AGREEMENTS


 


Section 4.01.  Software and Software Licenses.  If
and to the extent requested by GGP, Spinco shall use commercially reasonable
efforts to (x) obtain permission from third-party licensors of computer
software to allow Spinco to provide services to GGP as required hereunder and (y) assist
GGP in its efforts to obtain licenses (or other appropriate rights) to use,
duplicate and distribute, as necessary and applicable, certain computer
software necessary for Spinco to provide, or GGP to receive, Services (which
assistance shall include to the extent appropriate providing GGP the opportunity
to receive a copy of, or participate in, any communication between Spinco and
the applicable third party licensor in connection therewith); provided, however,
that GGP and Spinco shall mutually agree upon the specific types and quantities
of any such software licenses; provided, further, that Spinco
shall not be required to pay any fees or other payments unless such fees and
payments are reimbursed fully by GGP or incur any obligations or liabilities to
enable Spinco to provide such services or enable Spinco to obtain any such
license or rights; provided, further, that Spinco shall not be
required to seek broader rights or more favorable terms for GGP than those
applicable to the Spinco Entities prior to the date of this Agreement or as may
be applicable to Spinco from time to time hereafter; and, provided, further,
that GGP shall bear only those costs that relate directly to obtaining such
licenses (or other appropriation rights), which shall not include any payments
relating to the discharge of Spinco Liabilities which are not related to the
provision of Services.  The Parties
acknowledge and agree that there can be no assurance that Spinco’s efforts will
be successful or that GGP will be able to obtain such licenses or rights on
acceptable terms or at all and, where Spinco enjoys rights under any enterprise
or site license or similar license, the Parties acknowledge that such license
typically precludes partial transfers or assignments or operation of a service
bureau on behalf of unaffiliated entities. 
In the event that GGP is unable to obtain such software licenses, the
Parties shall work together using commercially reasonable efforts to obtain an
alternative software license or modification to an existing Spinco license to
allow Spinco to provide, or GGP to receive, such Services, and the Parties
shall negotiate in good faith an amendment to the applicable Schedule to
reflect any such new arrangement, which amended Schedule shall not 


 


6

















 


require GGP to pay for any fees, expenses or costs
relating to the software license that GGP was unable to obtain pursuant to the
provisions of this Section 4.01.


 


Section 4.02.  Reserved.


 


Section 4.03.  Reserved.


 


Section 4.04.  Access.  (a) GGP shall, and shall cause its Subsidiaries
to, allow Spinco and its Representatives reasonable access to the facilities of
GGP necessary for Spinco to fulfill its obligations under this Agreement.


 


(b)           Notwithstanding the other
rights of access of the Parties under this Agreement, each Party shall, and
shall cause its Subsidiaries to, afford the other Party, its Subsidiaries and
Representatives reasonable access, upon reasonable notice, during normal
business hours to the facilities, information, systems, infrastructure, and
personnel of the other Party as reasonably necessary for the other Party to
verify the adequacy of internal controls over information technology, reporting
of financial data and related processes employed in connection with the
Services, including in connection with verifying compliance with Section 404
of the Sarbanes-Oxley Act of 2002; provided, however, such access
shall not unreasonably interfere with any of the business or operations of such
Party or its Subsidiaries.


 


Section 4.05.  Insider Trading Policy.  Each of the Parties hereby agrees that it
will instruct its Representatives that it is a violation of applicable Law for
any Representative to purchase or sell securities of the other Party based on
non-public information obtained in connection with the performance of this
Agreement.


 


Section 4.06.  Cooperation.  It is understood that it will require the
significant efforts of both Parties to implement this Agreement and to ensure
performance of this Agreement by the Parties at the agreed upon levels in
accordance with all of the terms and conditions of this Agreement. The Parties
will cooperate, acting in good faith and using commercially reasonable efforts,
to effect a smooth and orderly transition of the Services provided under this
Agreement from Spinco to GGP (including repairs and maintenance Services and
the assignment or transfer of the rights and obligations under any third-party
contracts relating to the Services) and GGP agrees that it will use
commercially reasonable efforts to eliminate its need for the Services as
quickly as practicable; provided, however, that this Section 4.06
shall not require either Party to incur any out-of-pocket costs or expenses
unless and except as expressly provided in this Agreement or otherwise agreed
to in writing by the Parties (acknowledging that GGP will be required to incur
costs and expenses in conjunction with eliminating its need for the Services).


 


ARTICLE V


 


COSTS AND DISBURSEMENTS


 


Section 5.01.  Costs and Disbursements.  (a) GGP shall pay to Spinco a fee for each
Service (such fee constituting a “Service Charge” and, the fees for all
Services collectively, “Service Charges”) equal to the sum of (A) the
product of (i) the Cost Multiplier multiplied by (ii) the
applicable Service Resource Cost plus (B) the amount of any
Out-of-Pocket Expenses incurred with respect to such Service.


 


7

















 


(b)           Spinco shall invoice GGP for
the Service Charges monthly in arrears; provided that the Service
Charges shall be pro rated for any partial month.  GGP shall pay the amount of each such invoice
by wire transfer or check to Spinco within thirty (30) days of the receipt of
each such invoice.  If GGP fails to pay
such amount (other than any portion of such amount being disputed in good faith
in accordance with the terms of this Agreement) by such date, GGP shall be
obligated to pay to Spinco, in addition to the amount due, interest thereon at
an annual percentage rate of ten percent (10%) (the “Interest Rate”)
accruing from the date the payment was due through the date of actual
payment.  Each invoice shall specify, for
each type of Service, (A) (i) the aggregate number of hours Spinco
Employees in each group level set forth on Exhibit I spent performing such
Service and (ii) the Direct Payroll Costs for each such group level (or
the calculation under a different pricing methodology, as applicable), (B) the
Cost Multiplier in effect and (C) any Out-of-Pocket Expenses incurred with
respect to such Service.  Together with
any invoice for Service Charges, Spinco shall provide GGP with data and
documentation (including documentation of Out-of-Pocket Expenses) as reasonably
requested by GGP for the purpose of verifying the accuracy of the calculation
of such Service Charges; provided, however, that Spinco shall
provide GGP with copies of all applicable third-party invoices as soon as
reasonably practicable following receipt by Spinco, it being understood that
Spinco’s receipt of applicable third-party invoices may be delayed for thirty
(30) or more days.


 


(c)           At any time during the term
of this Agreement, and for two (2) years after the expiration or
termination of this Agreement, GGP or its auditors or other reputable
accounting firm, upon ten (10) business days’ prior written notice to
Spinco, may audit the books and records of the Spinco Group relating to this
Agreement for the purpose of verifying the Service Charges (at GGP’s sole
expense).  Spinco shall, and shall cause
its Affiliates to, reasonably cooperate in such audit, make available on a timely
basis the information reasonably required to conduct the review, and assist the
designated representatives of GGP or its auditors as reasonably necessary.  Spinco shall, and shall cause its Affiliates
to, retain all such books and records relating to this Agreement and the
performance of the Services for two (2) years after the expiration or
termination of this Agreement or such longer period as may be required by
applicable law.  Spinco shall refund any
overcharges or other amounts owed to GGP, occurring at any time during the term
of this Agreement, disclosed by such audit, within thirty (30) days after the
completion of such audit.


 


Section 5.02.          Taxes.


 


(a)           Without limiting any
provisions of this Agreement, GGP shall pay any sales, use and other similar
taxes imposed on, or payable with respect to, any Services provided to it under
this Agreement; provided, however, that GGP shall not pay, or be
responsible for, any applicable income, franchise or gross receipts taxes
imposed on, or payable with respect to, the income derived by Spinco from
providing these Services to GGP.


 


(b)           Notwithstanding anything to
the contrary in Section 5.02(a) or elsewhere in this
Agreement, GGP shall be entitled to withhold from any payments to Spinco any
such taxes that GGP is required by law to withhold and shall pay over such
taxes to the applicable taxing authority.


 


8

















 


Section 5.03.  No Right to Set-Off.  GGP shall pay the full amount of Service
Charges and shall not set-off, counterclaim or otherwise withhold any amount
owed to Spinco under this Agreement on account of any obligation owed by Spinco
to GGP that has not been finally adjudicated, settled or otherwise agreed upon
by the Parties in writing.


 


ARTICLE VI


 


STANDARD FOR SERVICE


 


Section 6.01.  Standard for Service.  Except where Spinco is restricted by an
existing Contract with a third party or by Law, Spinco agrees (i) to
perform the Services such that the nature, quality, standard of care and the
service levels at which such Services are performed are no less than that which
are substantially similar to the nature, quality, standard of care and service
levels at which the same or similar services were performed by or on behalf of
GGP prior to the Plan Effective Date (or, if not so previously provided, then
substantially similar to that which are applicable to similar services provided
to GGP’s Subsidiaries or other business components), but in any event, in at
least a good and workmanlike manner in accordance with past practice; (ii) upon
receipt of written notice from GGP identifying any outage, interruption or
other failure of any Service, to respond to such outage, interruption or other
failure of any Services in a manner that is no less than that which is substantially
similar to the manner in which GGP or its Subsidiaries responded to any outage,
interruption or other failure of the same or similar services prior to the Plan
Effective Date (the Parties acknowledge that an outage, interruption or other
failure of any Service shall not be deemed to be a breach of the provisions of
this Section 6.01 so long as Spinco complies with this clause
(ii)).  As of or following the date of
this Agreement, if Spinco is or becomes aware of any restriction on Spinco by
an existing Contract with a third-party that would restrict the nature,
quality, standard of care or service levels applicable to delivery of the
Services to be provided by Spinco to GGP, Spinco shall (x) promptly notify
GGP of any such restriction (which notice shall in any event promptly follow
any change to, or reduction in, the nature, quality, standard of care or
service levels applicable to delivery of the Services resulting from such
restriction), (y) use commercially reasonable efforts to negotiate an
amendment to the Contract to remove such restriction or otherwise obtain the
third party’s consent to allow the Services to be performed to the standards
described in this Section 6.01, and (z) use commercially
reasonable efforts to provide such Services in a manner as closely as possible
to the standards described in this Section 6.01 while attempting to
secure the amendment or consent contemplated by (y).  To the extent that Spinco is unable to obtain
the amendment or consent described above, the Parties shall negotiate in good
faith an amendment to the applicable Schedule to reflect any such new
arrangement.


 


Section 6.02.  Disclaimer
of Warranties.  Except as expressly set forth in
this Agreement or any Schedule, the Parties acknowledge and agree that the Services
are provided as-is, that GGP assumes all risks and liability arising from or
relating to its use of and reliance upon the Services and Spinco makes no
representation or warranty with respect thereto.  EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, SPINCO HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES
REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY
REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, 


 


9

















 


NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY
OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE.


 


Section 6.03.  Compliance with Laws and Regulations.  Each Party shall be responsible for its own
compliance with any and all Laws applicable to its performance under this
Agreement.  No Party will knowingly take
any action in violation of any such applicable Law that results in liability
being imposed on the other Party.


 


ARTICLE VII


 


LIMITED LIABILITY AND
INDEMNIFICATION


 


Section 7.01.  Consequential and Other Damages.  Notwithstanding anything to the contrary
contained in the Separation Agreement or this Agreement, neither Spinco or its
Subsidiaries, on the one hand, nor GGP or its Subsidiaries, on the other hand,
shall be liable to the other Party or any of its Subsidiaries or
Representatives, whether in contract, tort (including negligence and strict
liability) or otherwise, at law or equity, for any special, indirect,
incidental or consequential damages whatsoever (including lost profits or
damages calculated on multiples of earnings approaches), which in any way arise
out of, relate to or are a consequence of, the performance or nonperformance by
the Party (including any Subsidiaries and Representatives of such Party and, in
the case of Spinco, any third-party providers providing the applicable
Services) under this Agreement or the provision of, or failure to provide, or
termination of, any Services under this Agreement, including with respect to
loss of profits, business interruptions or claims of customers (provided, that
any liability with respect to a Third Party Claim shall be considered direct
damages).


 


Section 7.02.  Limitation of Liability.  Subject to Section 7.03, the
Liabilities of Spinco and its Subsidiaries and Representatives, collectively, under
this Agreement for any act or failure to act in connection herewith (including
the performance or breach of this Agreement), or from the sale, delivery,
provision, use or termination of any Services provided under or contemplated by
this Agreement, whether in contract, tort (including negligence and strict
liability) or otherwise, shall not exceed the total aggregate Service Charges
(excluding any Out-of-Pocket Expenses included in such Service Charges)
actually paid to Spinco by GGP pursuant to this Agreement.


 


Section 7.03.  Obligation to Reperform and Spinco
Indemnity.  In the event of any
breach of this Agreement by Spinco with respect to the provision of any
Services, Spinco shall (a) promptly correct in all material respects any
error or defect resulting in such breach or reperform in all material respects
such Services at the request of GGP and at the sole cost and expense of Spinco
and (b) subject to the limitations set forth in Sections 7.01
and 7.02, indemnify GGP and its Subsidiaries and Representatives (each,
a “GGP Indemnified Party”) for Liabilities (including direct damages,
whether arising out of a Third Party Claim or otherwise) attributable to such
breach by Spinco; provided, however, that, to the extent any such
breach can be cured through reperformance, the reperformance remedy set forth
in Section 7.03(a) shall be the sole and exclusive remedy of
GGP for such portion of such breach; provided, further, however,
that Spinco shall indemnify each GGP Indemnified Party to the extent any such
party incurs indemnifiable losses that cannot be cured through
reperformance.  Any request for


 


10
















 


reperformance in accordance with Section 7.03(a)
by GGP must be in writing and specify in reasonable detail the particular error
or defect resulting in such breach.


 


Section 7.04.  Release and GGP Indemnity.  Subject to Section 7.01, Section 7.02
and Section 7.03, GGP hereby releases Spinco and its Subsidiaries and
Representatives (each, a “Spinco Indemnified Party”), and GGP hereby
agrees to indemnify, defend and hold harmless each such Spinco Indemnified
Party from and against any and all Liabilities arising from, relating to or in
connection with the use of any Services by GGP or any of its Subsidiaries,
Representatives or other Persons using such Services, except to the extent that
such Liabilities arise out of, relate to or are a consequence of the applicable
Spinco Indemnified Party’s bad faith, gross negligence or willful misconduct.


 


Section 7.05.  Indemnification Procedures.  The provisions of Article V of the
Separation  Agreement shall govern claims
for indemnification under this Agreement.


 


Section 7.06.  Liability for Payment Obligations.  Nothing in this Article VII shall be
deemed to eliminate or limit, in any respect, GGP’s express obligation in this
Agreement to pay Service Charges for Services rendered in accordance with this
Agreement.


 


Section 7.07.  Exclusion of Other Remedies.  The provisions of Sections 7.03 and 7.04
of this Agreement shall be the sole and exclusive remedies for any claim, loss,
damage, expense or liability, whether arising from statute, principle of common
or civil law, principles of strict liability, tort, contract or otherwise under
this Agreement.


 


ARTICLE
VIII


 


DISPUTE
RESOLUTION


 


Section
8.01.  Dispute Resolution.


 


(a)           In the event of any dispute,
controversy or claim arising out of or relating to the transactions contemplated
by this Agreement, or the validity, interpretation, breach or termination of
any provision of this Agreement, or calculation or allocation of the costs of
any Service, including claims seeking redress or asserting rights under any Law
(each, a “Dispute”), GGP and Spinco agree that the GGP Overall Service
Manager and the Spinco Overall Service Manager (or such other Persons as GGP
and Spinco may designate) shall negotiate in good faith in an attempt to
resolve such Dispute amicably.  If such
Dispute has not been resolved to the mutual satisfaction of the Overall Service
Managers within fifteen (15) days after the initial written notice of the
Dispute by one Party to another Party (or such longer period as the Parties may
agree), then the respective Chief Executive Officers of GGPI and Spinco shall
negotiate in good faith in an attempt to resolve such Dispute amicably.  If such Dispute has not been resolved to the
mutual satisfaction of the Chief Executive Officers of GGPI and Spinco within
fifteen (15) days after the Dispute was referred to them for negotiation (or
such longer period as the Parties may agree), then the Dispute shall be
resolved in accordance with the dispute resolution process set forth in
Sections 7.3 and 7.4 of the Separation Agreement; provided, that
such dispute resolution process shall not modify or add to the remedies
available to the Parties under this Agreement.


 


11

















 


(b)           Notwithstanding anything to
the contrary in this Agreement, either Party may immediately seek equitable
relief (without the necessity of posting a bond) including, without limitation,
temporary injunctive relief, against the other Party with respect to any and
all equitable remedies sought in connection with this Agreement in accordance
with Article VII of the Separation Agreement.


 


(c)           In any Dispute regarding the
amount of a Service Charge, if after such Dispute is finally resolved pursuant
to the dispute resolution process set forth or referred to in Section
8.01(a), it is determined that the Service Charge that Spinco has invoiced
GGP, and that GGP has paid to Spinco, is greater or less than the amount that
the Service Charge should have been, then (a) if it is determined that GGP has
overpaid the Service Charge, Spinco shall within ten (10) business days after
such determination reimburse GGP an amount of cash equal to such overpayment,
plus interest thereon at the Interest Rate accruing from the date of such
overpayment to the time of reimbursement by Spinco, and (b) if it is determined
that GGP has underpaid the Service Charge, GGP shall within ten (10) business
days after such determination pay Spinco an amount of cash equal to such
underpayment, plus interest thereon at the Interest Rate accruing from the date
of such underpayment (or when such payment was due if not paid at all) to the
time of payment by GGP.


 


ARTICLE IX


 


TERM AND TERMINATION


 


Section 9.01.  Term and Termination.  (a) This Agreement shall commence immediately
upon the Plan Effective Date and shall terminate upon the earlier to occur of:
(i) the last date on which either Party is obligated to provide any Service to
the other Party and the completion of all other obligations hereunder in
accordance with the terms of this Agreement and (ii) the mutual written
agreement of the Parties to terminate this Agreement in its entirety.  Notwithstanding anything to the contrary
contained in this Agreement or any Schedule, (i) Spinco’s obligation to
provide, or cause to be provided, Services to the GGP Entities shall terminate,
at Spinco’s sole option, with respect to any GGP Entity that GGP, directly or
indirectly, sells, or otherwise transfers ownership and control of, to a
non-GGP Entity (e.g., pursuant to equity sale, asset sale, merger or otherwise)
and (ii) in no event shall the provision of any Service extend beyond the date
that is twenty-four (24) months from the Plan Effective Date.


 


(b)           Without prejudice to GGP’s
rights with respect to a Force Majeure, GGP may from time to time terminate
this Agreement with respect to the entirety of any individual Service but not a
portion thereof, (A) for any reason or no reason upon providing to Spinco the
requisite prior written notice for such termination as specified in the
applicable Schedule or, if no such notice period is provided in the applicable
Schedule, on five (5) days’ prior written notice, or (B) if Spinco has failed
to perform any of its material obligations under this Agreement with respect to
such Service, and such failure shall continue to exist thirty (30) days after
receipt by Spinco of written notice of such failure from GGP; and (ii) Spinco
may terminate this Agreement with respect to one or more Services, in whole but
not in part, at any time upon prior written notice to GGP if GGP has failed to
perform any of its material obligations under this Agreement relating to such
Services, including making payment of any Service Charges when due, and such
failure shall be continued uncured for a period of thirty (30) days after
receipt by GGP of a 


 


12

















 


written notice of such failure from Spinco.  The relevant Schedule shall be updated to
reflect any terminated Service.  In the
event that any Service is terminated other than at the end of a month, the
Service Charge associated with such Service shall be pro-rated as
applicable.  In the event that GGP
terminates any Service pursuant to clause (A) of this Section 9.01(b),
the Spinco Group shall have the right to (i) terminate or discontinue any
contract or other arrangement with an unaffiliated third party to the extent
such contract or arrangement relates to such terminated Service, and any
charges and out-of-pocket costs, fees and expenses payable by any member of the
Spinco Group in connection with the exercise of such right (other than
severance obligations or other amounts payable to any Spinco Employee) shall be
reimbursed by GGP promptly upon Spinco’s presentation to GGP of the applicable
third party invoice therefor and (ii) charge GGP for any applicable Service
Charges incurred in connection with the orderly unwinding and transfer of such
terminated Service.


 


(c)           Without prejudice to the
rights and obligations of the Parties in Section 2.03 and Section
4.06, either Party may from time to time request a reduction in part of the
scope or amount of any Service.  If
requested to do so by the other Party, each Party agrees to discuss in good
faith appropriate reductions to the relevant Service Charges in light of all
relevant factors including the costs and benefits to the Parties of any such
reductions.  If, after such discussions,
Spinco and GGP do not agree to any requested reduction of the scope or amount
of any Service and the relevant Service Charges in connection therewith, then
there shall be no change to the scope or amount of any Services or Service
Charges under this Agreement.  In the
event that Spinco and GGP agreed to any reduction of Service and the relevant
Service Charges, the relevant Schedule shall be updated to reflect such reduced
Service and relevant Service Charges if any. 
In the event that any Service is reduced other than at the end of a
month, the Service Charge associated with such Service for the month in which
such Service is reduced shall be pro-rated appropriately.


 


Section 9.02.  Effect of Termination.  Upon termination of any Service pursuant to
this Agreement, Spinco will have no further obligation to provide the
terminated Service, and GGP will have no obligation to pay any future Service
Charges relating to any such Service; provided, that GGP shall remain
obligated to Spinco for the Service Charges owed and payable in respect of
Services provided prior to the effective date of termination as set forth in
the Schedule relating to such Service.  In
connection with termination of any Service, the provisions of this Agreement
not relating solely to such terminated Service shall survive any such
termination, and in connection with a termination of this Agreement, Article
I, Article VII (including liability in respect of any indemnifiable
Liabilities under this Agreement arising or occurring on or prior to the date
of termination), Article VIII, Article IX, Article X, all
confidentiality obligations under this Agreement and liability for all due and
unpaid Service Charges shall continue to survive indefinitely.


 


Section 9.03.  Force Majeure.  (a) Spinco (and any Person acting on its
behalf) shall not have any liability or responsibility for failure to fulfill
any obligation under this Agreement so long as and to the extent to which the
fulfillment of such obligation is prevented, frustrated, hindered or delayed as
a consequence of circumstances of Force Majeure; provided, that (i)
Spinco (or such Person) shall have exercised commercially reasonable efforts to
minimize the effect of Force Majeure on its obligations; and (ii)  the nature, quality and standard of care that
Spinco shall provide in delivering a Service after a Force Majeure shall be 


 


13

















 


substantially the same  as the nature, quality and standard of care
that Spinco provides to its Subsidiaries and its other business components with
respect to such Service.  In the event of
an occurrence of a Force Majeure, Spinco shall give notice of suspension as
soon as reasonably practicable to the other Party stating the date and extent
of such suspension and the cause thereof, and Spinco shall resume the
performance of such obligations as soon as reasonably practicable after the
removal of such cause.


 


(b)           During the period of a Force
Majeure, GGP shall be entitled to seek an alternative service provider with
respect to such Service(s) and shall be entitled to permanently terminate such
Service(s) (and shall be relieved of the obligation to pay Service Charges for
such Services(s) throughout the duration of such Force Majeure) if a Force
Majeure shall continue to exist for more than fifteen (15) consecutive days, it
being understood that GGP shall not be required to provide any advance notice
of such termination to Spinco in connection therewith.


 


ARTICLE X


 


GENERAL PROVISIONS


 


Section 10.01.  No Agency.  Nothing in this Agreement shall be deemed in
any way or for any purpose to constitute any Party an agent of another
unaffiliated Party in the conduct of such other Party’s business.  Spinco shall act as an independent contractor
and not as the agent of GGP in performing such Services, maintaining control
over Spinco Employees, Spinco’s subcontractors and their employees and
complying with all withholding of income and other requirements of Law, whether
federal, state, local or foreign and no member of the Spinco Group shall have
any authority to bind any member of the GGP Group by contract or otherwise.


 


Section 10.02.  Subcontractors.  Spinco may hire or engage one or more
subcontractors to perform any or all of its obligations under this Agreement; provided,
that (i) Spinco shall use the same degree of care in selecting any such
subcontractor as it would if such contractor was being retained to provide
similar services to Spinco, (ii) Spinco shall in all cases remain primarily
responsible for all of its obligations under this Agreement with respect to the
scope of the Services, the standard for services as set forth in Article VI
and the content of the Services provided to GGP and (iii) without the prior
written consent of the applicable GGP Service Manager (not to be unreasonably
withheld, conditioned or delayed), Spinco shall not remove and/or replace any
subcontractor if such action would reasonably be expected to cause a material
increase in cost with respect to the applicable Service.  Notwithstanding the foregoing, (x) GGP (or
any other member of the GGP Group) shall have the right to hire or engage any
subcontractor directly and (y) if Spinco does hire or engage any subcontractor
to provide any Service hereunder, then, notwithstanding any provision of this
Agreement or any other Transaction Document to the contrary, the applicable
Service Charge for the provision of such Service performed by such
subcontractor shall be only the amount actually paid to such subcontractor for
providing such Service, without any additional charge or mark up.


 


Section 10.03.  Treatment of Confidential Information.


 


(a)           The Parties shall not, and
shall cause their respective Representatives and all other Persons providing
Services or having access to information of the other Party that is 


 


14

















 


known to such Party as confidential or proprietary (“Confidential
Information”) not to, disclose to any other Person or use, except for
purposes of this Agreement, any Confidential Information of the other Party; provided,
however, that each Party may disclose Confidential Information of the
other Party and to the extent permitted by applicable Law: (i) to its
Representatives on a need-to-know basis in connection with the performance of
such Party’s obligations under this Agreement; (ii) in any report, statement,
testimony or other submission required to be made to any Governmental Authority
having jurisdiction over the disclosing Party; or (iii) in order to comply with
applicable Law, or in response to any summons, subpoena or other legal process
or formal or informal investigative demand issued to the disclosing Party in
the course of any litigation, investigation or administrative proceeding.  In the event that a Party becomes legally
compelled (based on advice of counsel) by deposition, interrogatory, request
for documents, subpoena, civil investigative demand or similar judicial or
administrative process to disclose any Confidential Information of the other
Party, such disclosing Party shall provide the other Party with prompt prior
written notice of such requirement, and, to the extent reasonably practicable,
cooperate with the other Party (at such other Party’s expense) to obtain a
protective order or similar remedy to cause such Confidential Information not
to be disclosed, including interposing all available objections thereto, such
as objections based on settlement privilege. 
In the event that such protective order or other similar remedy is not
obtained, the disclosing Party shall furnish only that portion of the
Confidential Information that has been legally compelled, and shall exercise
its commercially reasonable efforts (at such other Party’s expense) to obtain assurance
that confidential treatment will be accorded such Confidential Information.


 


(b)           Each Party shall, and shall
cause its Representatives to protect the Confidential Information of the other
Party by using the same degree of care to prevent the unauthorized disclosure
of such as the Party uses to protect its own confidential information of a like
nature but in any event not less than reasonable means.


 


(c)           Each Party shall cause its
Representatives to agree to be bound by the same restrictions on use and
disclosure of Confidential Information as are binding upon such Party in
advance of the disclosure of any such Confidential Information to them.


 


(d)           The restrictions set forth
in Sections 10.03(a) and (b) shall not prevent either Party from
disclosing Confidential Information which belongs to that Party or (a) is in or
enters the public domain without breach of this Agreement or any other
Transaction Document, (b) the receiving Party was lawfully and demonstrably in
possession of prior to first receiving it from the disclosing Party, (c) the
receiving Party can demonstrate was developed by the receiving Party
independently and without use of or reference to the disclosing Party’s
Confidential Information, (d) the receiving Party receives from a third party
without restriction on disclosure and without breach of a nondisclosure
obligation, or (e) is approved by the other Party for disclosure.


 


(e)           Each Party shall comply with
all applicable state, federal and foreign privacy and data protection Laws that
are or that may in the future be applicable to the provision of Services under
this Agreement.


 


15

















 


Section 10.04.  Further Assurances.  Each Party covenants and agrees that, without
any additional consideration, it shall execute and deliver any further legal
instruments and perform any acts that are or may become necessary to effectuate
this Agreement.


 


Section 10.05.  Notices.  Except with respect to routine communications
by the GGP Service Managers and Spinco Service Managers under Section 2.04,
all notices, requests, claims, demands and other communications under this
Agreement shall be in writing and shall be given or made (and shall be deemed
to have been duly given or made upon receipt) by delivery in person, by
overnight courier service, by facsimile or electronic transmission with receipt
confirmed (followed by delivery of an original via overnight courier service)
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective Parties at the following addresses (or at such other address
for a Party as shall be specified in a notice given in accordance with this Section 10.05):


 


(i)            if to GGP:


 


General
Growth Properties, Inc. 

110 N. Wacker Drive

Chicago, IL 60606


Attention:               General Counsel

Facsimile:               (312) 960-5485


 


(ii)           if to Spinco:


 


The
Howard Hughes Corporation

13355 Noel Road

Suite 950


Dallas,
TX 75240


Attention:               Grant Herlitz

Facsimile:               (214) 741-3021


 


(iii)          in each case, with a copy
to:


 


Weil,
Gotshal & Manges LLP

767 Fifth Avenue


New
York, NY 10153 

Attention:               Gary Holtzer
and Marcia Goldstein

Facsimile:               (212) 310-8007


 


Section 10.06.  Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under any Law or
as a matter of public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated by this Agreement
is not affected in any manner materially adverse to any Party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in a mutually acceptable
manner in order that the 


 


16

















 


transactions contemplated by this Agreement be
consummated as originally contemplated to the greatest extent possible.


 


Section 10.07.  Entire Agreement.  Except as otherwise expressly provided in
this Agreement, this Agreement, the Separation Agreement and the other
Transaction Documents constitute the entire agreement of the Parties with
respect to the subject matter of this Agreement and supersede all prior
agreements and undertakings, both written and oral, between or on behalf of the
Parties with respect to the subject matter of this Agreement.


 


Section 10.08.  No Third-Party Beneficiaries.  Except as provided in Article VII with respect to
Spinco Indemnified Parties, this Agreement is for the sole benefit of the
Parties and their permitted successors and assigns and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
Person, including any union, any current or former Spinco Employee or any
current or former employee of GGP, any legal or equitable right, benefit or
remedy of any nature whatsoever, including any rights of employment for any
specified period, under or by reason of this Agreement.


 


Section 10.09.  Governing Law.  This Agreement (and any claims or disputes
arising out of or related to this Agreement or to the transactions contemplated
by this Agreement or to the inducement of any Party to enter into this
Agreement or the transactions contemplated by this Agreement, whether for
breach of contract, tortious conduct or otherwise and whether predicated on
common law, statute or otherwise) shall in all respects be governed by, and
construed in accordance with, the Laws of the State of New York, including all
matters of construction, validity and performance, in each case without
reference to any conflict of Law rules that might lead to the application of
the Laws of any other jurisdiction.


 


Section 10.10.  Amendment.  No provision of this Agreement, including any
Schedules to this Agreement, may be amended, supplemented or modified except by
a written instrument making specific reference to this Agreement or any such
Schedules to this Agreement, as applicable, signed by all the Parties.


 


Section 10.11.  Rules of Construction.  Interpretation of this Agreement shall be
governed by the following rules of construction:  (a) words in the singular shall be held
to include the plural and vice versa, and words of one gender shall be held to
include the other gender as the context requires; (b) references to the terms
Article, Section, paragraph and Schedule are references to the Articles,
Sections, paragraphs and Schedules of this Agreement unless otherwise
specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including”
and words of similar import when used in this Agreement shall mean “including
without limitation,” unless otherwise specified; (e) the word “or” shall not be
exclusive; (f) references to “written” or “in writing” include in electronic
form; (g) provisions shall apply, when appropriate, to successive events
and transactions; (h) the headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement; (i) GGP and Spinco have each participated in the negotiation
and drafting of this Agreement and if an ambiguity or question of
interpretation should arise, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise
favoring or burdening either Party by virtue of the authorship of any of the
provisions in this Agreement or any interim drafts of this Agreement; (j) a
reference to any 


 


17

















 


Person includes such Person’s successors and
permitted assigns; (k) any reference to “days” means calendar days unless
business days are expressly specified; and (l) when calculating the period of
time before which, within which or following which any act is to be done or
step taken pursuant to this Agreement, the date that is the reference date in
calculating such period shall be excluded, if the last day of such period is
not a business day, the period shall end on the next succeeding business day.


 


Section 10.12.  Counterparts.  This Agreement may be executed in one or more
counterparts, and by each Party in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. 
Delivery of an executed counterpart of a signature page to this
Agreement by facsimile or portable document format (PDF) shall be as effective
as delivery of a manually executed counterpart of this Agreement.


 


Section 10.13.  Assignability.  (a) This Agreement shall not be assigned by
operation of Law or otherwise without the prior written consent of GGP and
Spinco, except that each Party may:


 


(i)            assign all of its rights and
obligations under this Agreement to any of its Subsidiaries; provided, that no such assignment shall release GGP or Spinco, as the case
may be, from any liability or obligation under this Agreement;


 


(ii)           in connection with the
divestiture of any Subsidiary or business of GGP to an acquiror that is not a
Competitor of Spinco, assign to the acquiror of such Subsidiary or business its
rights and obligations as a recipient with respect to the Services provided to
such divested Subsidiary or business under this Agreement; provided, that (i) no such assignment shall release GGP or Spinco, as the
case may be, from any liability or obligation under this Agreement, (ii) any
and all costs and expenses incurred by either Party in connection with such
assignment (including in connection with clause (iii) of this proviso) shall be
borne solely by the assigning Party, and (iii) the Parties shall in good faith
negotiate any amendments to this Agreement, including the Annexes and Schedules
to this Agreement, that may be necessary or appropriate in order to assign such
Services; and


 


(iii)          in connection with the
divestiture of any Subsidiary or business of GGP to an acquiror that is a
Competitor of Spinco, assign to the acquiror of such Subsidiary or business its
rights and obligations as a recipient with respect to the Services provided to
such divested Subsidiary or business under this Agreement; provided, that (i) no such assignment shall release GGP or Spinco, as the
case may be, from any liability or obligation under this Agreement, (ii) any
and all costs and expenses incurred by either Party in connection with such
assignment (including in connection with clause (iii) of this proviso) shall be
borne solely by the assigning Party, (iii) the Parties shall in good faith
negotiate any amendments to this Agreement, including the Annexes and Schedules
to this Agreement, that may be necessary or appropriate in order to ensure that
such assignment will not (x) materially and adversely affect the businesses and
operations of each of the Parties and their respective Subsidiaries or (y)
create a competitive disadvantage for Spinco with respect to an acquiror that
is a Competitor of Spinco, and (iv) Spinco shall not be obligated to provide
any such assigned Services to an acquiror that is a Competitor of Spinco if the
provision of such assigned Services to such acquiror would disrupt 


 


18

















 


the operation of Spinco’s businesses or create a
competitive disadvantage for Spinco with respect to such acquiror.


 


(b)           In the event of the (i) merger,
amalgamation or consolidation of GGP and another Person, (ii) sale of all or
substantially all of the assets of GGP to another Person, (iii) the acquisition
of a majority of the voting stock of GGP by any Person or “group” (within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
or (iv) the election of, or appointment to, the board of directors of GGP of
directors constituting a majority of the directors then serving if such elected
or appointed directors have not been nominated as directors by the Nominating
Committee of the board of directors prior to their election or appointment,
then the requirement of Spinco to provide Services hereunder shall
automatically terminate without further action by the Parties thirty (30) days
after the occurrence of such event.


 


Section 10.14.  Waiver of Jury Trial.  EACH PARTY TO THIS AGREEMENT WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT. 
EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER;
AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY TO THIS AGREEMENT HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
10.14.


 


Section 10.15.  Specific Performance.  The provisions of Section 7.4 of the
Separation  Agreement shall govern
specific performance under this Agreement.


 


Section 10.16.  Non-Recourse.  Other than the GGP Group and the Spinco
Group, no past, present or future director, officer, employee, incorporator,
member, partner, stockholder, Affiliate, agent, attorney or representative of
either GGP or Spinco or their Subsidiaries shall have any liability for any
obligations or liabilities of GGP or Spinco, respectively, under this Agreement
or for any claims based on, in respect of, or by reason of, the transactions
contemplated by this Agreement.


 


[The remainder of this page is intentionally left
blank.]


 


19

















 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the
date first written above by their respective duly authorized officers.


 


 


	
   

  	
  GGP
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  General
  Growth Properties, Inc.,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas H. Nolan, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  H. Nolan, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL
  GROWTH MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas H. Nolan, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  H. Nolan, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  HOWARD HUGHES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Arthur

  
	
   

  	
   

  	
  Name:

  	
  David
  Arthur

  
	
   

  	
   

  	
  Title:

  	
  Interim
  Chief Executive Officer

  



 


 


Signature Page to Reverse Transition Services Agreement