<PAGE>

                                                                   EXHIBIT 10.20

                               OPERATING AGREEMENT

                                       OF

                              GGP/HOMART II L.L.C.

<PAGE>
                                                                               .
                                                                               .
                                                                               .

                               OPERATING AGREEMENT

                                       OF

                              GGP/HOMART II L.L.C.

                                Table of Contents

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
        ARTICLE I
        DEFINED TERMS....................................................     1
1.1     Definitions......................................................     1

        ARTICLE II
        FORMATION OF COMPANY.............................................    21
2.1     Formation of Company.............................................    21
2.2     Name.............................................................    21
2.3     Principal Place of Business......................................    21
2.4     Purpose and Business of the Company..............................    21
2.5     Classes of Units.................................................    22
2.6     Term.............................................................    22
2.7     Nature of the Company............................................    22
2.8     Members' Names and Addresses; Classification.....................    22
2.9     Registered Office and Registered Agent...........................    22
2.10    Organization Certificates........................................    23
2.11    Concurrent Transactions..........................................    23
2.12    Restrictions on Other Agreements.................................    23

        ARTICLE III
        COMPANY CAPITAL..................................................    24
3.1     Initial Contributions of Members.................................    24
3.2     No Additional Capital Contributions..............................    24
3.3     Withdrawal; Return of Capital; Interest..........................    24
3.4     Priority.........................................................    24
3.5     Development Project Funding/Acquisition Financing; Etc...........    24

        ARTICLE IV
        ALLOCATION OF COMPANY ITEMS......................................    25
4.1     Maintenance of Capital Accounts..................................    25
4.2     Net Income and Net Loss..........................................    25
4.3     Special Allocations..............................................    26
4.4     Curative Allocations.............................................    27
4.5     Tax Allocations..................................................    27
4.6     Allocations Subsequent to Assignment.............................    28
</TABLE>


                                        i
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<TABLE>
<S>                                                                         <C>
        ARTICLE V
        COMPANY DISTRIBUTIONS............................................    29

        ARTICLE VI
        ACCOUNTING MATTERS...............................................    30
6.1     Fiscal Year; Designation of Auditors.............................    30
6.2     Books and Records................................................    30
6.3     Reports and Statements...........................................    31
6.4     Tax Matters Member...............................................    33
6.5     Tax Elections and Returns........................................    33
6.6     Interim Accounting...............................................    33

        ARTICLE VII
        GOVERNANCE; BOARD OF DIRECTORS...................................    34
7.1     Action by Members to Effectuate this Agreement...................    34
7.2     Board............................................................    34
7.3     Officers; Management; Rights in the Event of Cause...............    35
7.4     Chairman of the Board............................................    39
7.5     Committees.......................................................    39
7.6     Certificate of Formation; By-Laws................................    40
7.7     Actions by Board.................................................    40
7.8     Meetings of the Board............................................    46
7.9     Conduct of Business..............................................    46
7.10    Other Activities of Members......................................    48
7.11    Right of Public to Rely on Authority of the Members..............    49
7.12    Standard of Care.................................................    50
7.13    Waiver and Indemnification.......................................    50

        ARTICLE VIII
        TRANSFERS OF COMPANY UNITS.......................................    51
8.1     Certain Restrictions.............................................    51
8.2     Compliance with Securities Laws..................................    52
8.3     Transfer of Ownership Interests in Affiliates....................    52
8.4     Transfers of Units by Members....................................    52
8.5     Certain Prohibited Transfers of Units by Members.................    56
8.6     Expenses of Transfer.............................................    58
8.7     Indemnification by Transferor....................................    58
8.8     Acceptance of Prior Acts.........................................    59
8.10    Certain Conditions to Transfer...................................    59
8.11    Dissolution of Company upon Transfer.............................    60
8.12    Effect of Initiation of Certain Procedures.......................    60

        ARTICLE IX
        PUT OPTION.......................................................    60
9.1     Put Option.......................................................    60
9.2     Exercise.........................................................    60
9.3     Dissolution Value of the Company.................................    61
9.4     Right of Offerors to Withdraw Put Notice.........................    62
9.5     Option of Class A Members........................................    62
9.6     Purchase of Offerors' Units......................................    62
9.7     Sale of Company..................................................    66
9.8     Priority.........................................................    69
</TABLE>


                                       ii
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<TABLE>
<S>                                                                         <C>
        ARTICLE X
        BUY-SELL RIGHT...................................................    69
10.1    Buy-Sell Right...................................................    69
10.2    Exercise.........................................................    69
10.3    Option of Class B Members........................................    70
10.4    Purchase Price; Payment of Purchase Price; Closing...............    70
10.5    Priority.........................................................    72

        ARTICLE XI.......................................................    73
        SPECIAL DISSOLUTION RIGHT........................................    73
11.1    Special Dissolution Right........................................    73
11.2    Exercise.........................................................    73
11.3    Dissolution Value of the Company.................................    73
11.4    Right to Withdraw Dissolution Commencement Notice................    73
11.5    Option of Class A Members........................................    73
11.6    Purchase of Class B Members' Units...............................    74
11.7    Distribution of Properties.......................................    76
11.8    Priority.........................................................    80

        ARTICLE XII
        DISSOLUTION AND TERMINATION......................................    80
12.1    Dissolution......................................................    80
12.2    Accounting.......................................................    81
12.3    Winding-Up.......................................................    81
12.4    Liquidating Distribution.........................................    81
12.5    Distributions in Accordance with Capital Accounts................    82
12.6    Negative Capital Accounts........................................    82
12.7    Distributions in Kind............................................    82
12.8    No Redemption....................................................    82
12.9    Governance.......................................................    82
12.10   Return of Capital................................................    83

        ARTICLE XIII
        MATTERS RELATING TO RETAINED DEBT................................    83
13.1    Payment of Retained Debt.........................................    83
13.2    Failure to Make Payments in Respect of Retained Debt.............    83
13.3    Indemnification..................................................    84
13.4    Security Interest................................................    84
13.5    Other Matters Relating to Retained Debt..........................    86

        ARTICLE XIV
        ADDITIONAL CAPITAL CONTRIBUTIONS.................................    87
14.1    Additional Capital Contributions.................................    87
14.2    Failure to Make Additional Capital Contributions.................    88

        ARTICLE XV
        MISCELLANEOUS....................................................    88
15.1    Injunctive Relief................................................    88
15.2    Successors and Assigns...........................................    89
15.3    Amendment; Waiver................................................    89
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                                       iii

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<TABLE>
<S>                                                                         <C>
15.4    Representations by Members.......................................    89
15.5    Notices..........................................................    90
15.6    Further Assurances...............................................    91
15.7    Confidentiality..................................................    91
15.8    APPLICABLE LAW...................................................    91
15.9    Headings.........................................................    91
15.10   Entire Agreement.................................................    91
15.11   Severability.....................................................    92
15.12   Counterparts.....................................................    92
15.13   Arbitration......................................................    92
15.14   Consent to Jurisdiction..........................................    93
15.15   Waiver of Partition..............................................    93
15.16   Brokerage........................................................    93
15.17   Company Name.....................................................    94
15.18   Litigation; No Dissolution.......................................    94
15.19   Ownership of Company Property....................................    94
15.20   Time of the Essence..............................................    95
15.21   Status Reports...................................................    95
15.22   Disposition of Documents.........................................    95
15.23   Calculation of Days..............................................    96
15.24   Attorneys........................................................    96
</TABLE>


                                       iv

<PAGE>

                              EXHIBIT/SCHEDULE LIST

Exhibit A      [INTENTIONALLY DELETED]
Exhibit B      [INTENTIONALLY DELETED]
Exhibit C      Stonebriar Development Budget
Exhibit D      [INTENTIONALLY DELETED]
Exhibit E      Relevant Trade Areas

Schedule I     Names of Members
Schedule II    Policies and Procedures
Schedule III   Excluded Costs and Expenses
Schedule IV    Management Fees and Reimbursements
Schedule V     Current Properties
Schedule VI    GGPLP Retained Debt
Schedule VII   NYSCRF Retained Debt

                               OPERATING AGREEMENT

                                       OF

                              GGP/HOMART II L.L.C.

          Operating Agreement, dated November 10, 1999, between GGP Limited
Partnership, a Delaware limited partnership ("GGPLP"), The Comptroller of the
State of New York as Trustee of the Common Retirement Fund ("NYSCRF" and,
together with GGPLP, the "Members") and GGP/Homart II L.L.C., a Delaware limited
liability company (the "Company").

                                   WITNESSETH:

          A. The Members have formed the Company and own all of the issued and
outstanding Units (as defined below).

          B. Each of the Members desires to promote the interests of the Company
and the mutual interests of the Members by establishing herein certain terms and
conditions upon which the Units will be held, including provisions relating to
election of members of the board of directors of the Company, governance of the
Company, dissolution of the Company, the transfer of Units and other matters
contained herein.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:

                                    ARTICLE I
                                  DEFINED TERMS

          1.1 DEFINITIONS. As used in this Agreement, the following terms shall
have the respective meanings indicated below:

          "Act" shall mean the Delaware Limited Liability Company Act, as
amended from time to time.

          "Accredited Investor" shall mean any institutional accredited investor
as defined in Rule 501(a) (1), (2), (3) or (7) under the 33 Act or as defined
under Rule 501(a) (8) under the 33 Act (if all of the equity owners of such
investor are Persons defined in Rule 501(a) (1), (2), (3) or (7) under the 33
Act); provided that such institutional accredited investor has total assets in
excess of $200,000,000.

          "Adjusted Capital Account Deficit" shall mean, with respect to any
Member, the deficit balance, if any, in such Member's Capital Account as of the
end of any relevant Fiscal Year, after giving effect to the following
adjustments:

               (a) credit to such Capital Account any amounts which such Member
          is obligated or treated as obligated to restore with respect to any
          deficit balance in such Capital Account pursuant to Regulations
          Section 1.704-1(b)(2)(ii)(c), or is deemed to be obligated to restore
          with respect to any deficit balance pursuant to the penultimate
          sentences of Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5); and
<PAGE>

               (b) debit to such Capital Account the items described in
          Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the requirements of the alternate test for economic effect contained
in Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.

          "Affected Gain" shall have the meaning set forth in Section 4.5(b).

          "Affiliate" shall mean, with respect to any Person, any other Person
that, directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person, and the term
"Affiliated" has a meaning correlative to the foregoing. As used herein, the
term "control" shall mean either (i) having (directly or indirectly through one
or more intermediaries) the exclusive power to direct the management and
policies of a Person or (ii) having both (A) at least fifty percent (50%) of the
economic interest in a Person and (B) at least fifty percent (50%) of the voting
rights with respect to such Person with the full right to exercise such vote,
and the term "controlled" has a meaning correlative to the foregoing.
Notwithstanding the foregoing, General Growth Management, Inc., any successor
thereto and any other Person shall be deemed to be Affiliates of GGPLP, provided
that GG Properties or GGPLP, directly or indirectly, is entitled to receive at
least seventy-five percent (75%) of all dividends or other distributions made by
such Person.

          "Agreement" shall mean this Operating Agreement, as originally
executed and as amended, modified, supplemented or restated from time to time,
as the context requires.

          "Alderwood Mall" shall mean the property commonly known as Alderwood
Mall, Seattle, Washington, as more particularly described in the Alderwood Mall
Contribution Agreement.

          "Alderwood Mall Contribution Agreement" shall mean that certain
Contribution Agreement dated concurrently herewith pursuant


                                       2

<PAGE>

to which NYSCRF causes the equity interests in the Alderwood Mall Owner to be
conveyed to the Company.

          "Alderwood Mall Owner" shall mean Alderwood Mall L.L.C., a Delaware
limited liability company.

          "Altamonte Entities" shall mean Altamonte Springs Mall L.L.C.,
Altamonte Springs Mall, L.P. and Altamonte Springs Mall II, L.P.

          "Altamonte Mall Contribution Agreement" shall mean that certain
Contribution Agreement dated concurrently herewith pursuant to which GGPLP
conveys and/or causes to be conveyed to the Company all of the equity interests
in and to the Altamonte Entities, which Altamonte Entities own, in the
aggregate, one hundred percent (100%) of the Altamonte Mall Owner which in turn
owns one hundred percent (100%) of the Altamonte Mall.

          "Altamonte Mall" shall mean the property commonly known as Altamonte
Mall, Altamonte Springs, Florida, as more particularly described in the
Altamonte Mall Contribution Agreement.

          "Altamonte Mall Owner" shall mean Altamonte Mall Venture, a Florida
general partnership.

          "Annual Business Plan" shall have the meaning set forth in Section
7.7(c).

          "Antitrust Division" shall have the meaning set forth in Section 9.6.

          "Appraiser" shall mean an independent member of the Appraisal
Institute, who shall have a national practice, shall have at least ten years'
standing and established experience in appraising properties similar to the
Properties and shall not have been employed by either of the Members within the
previous three (3) years of the date such Appraiser is appointed; provided,
however, that neither Member shall be deemed to have employed an Appraiser
merely because a lender to such Member or such Member's Affiliate hired such
Appraiser even if such Member or Affiliate paid the fee for such Appraiser.

          "Bankruptcy Event" shall mean, with respect to a Member, the
occurrence of any of the following events: (a) the making by it of an assignment
for the benefit of its creditors, (b) the filing by it of a voluntary petition
in bankruptcy, (c) an adjudication that it is bankrupt or insolvent unless such
adjudication is stayed or dismissed within 60 days, or the entry against it of
an order for relief in any bankruptcy or insolvency proceeding unless such order
is stayed or dismissed within 120 days, (d) the filing by it of a petition or an
answer seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, (e) the filing


                                       3

<PAGE>

by it of an answer or other pleading admitting or failing to contest the
material allegations of the petition filed against it in any proceeding of the
nature described in the preceding clause (d), (f) its seeking, consenting to or
acquiescing in the appointment of a trustee, receiver or liquidator of it or of
all or any substantial part of its properties, or (g) 120 days after the
commencement of any proceeding against it seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
statute, law or regulation, if the proceeding has not been stayed or dismissed,
or if within 120 days after the appointment without its consent or acquiescence
of a trustee, receiver or liquidator of it or of all or any substantial part of
its properties, the appointment is not vacated or stayed, or within 120 days
after the expiration of any such stay, the appointment is not vacated.

          "Benefit Plan Investor" shall have the meaning set forth in the Plan
Asset Regulations.

          "Board" or "Board of Directors" shall mean the Board of Directors of
the Company in office at the applicable time, as elected in accordance with the
provisions hereof and the By-Laws.

          "Board Members" shall have the meaning set forth in Section 7.2(a).

          "Buy-Sell Designated Values" shall have the meaning set forth in
Section 10.2.

          "Buy-Sell Notice" shall have the meaning set forth in Section 10.2.

          "Buy-Sell Purchase Price" shall have the meaning set forth in Section
10.4(a).

          "Buy-Sell Response Notice" shall have the meaning set forth in Section
10.3.

          "Buy-Sell Right" shall have the meaning set forth in Section 10.1.

          "Capital Account(s)" shall mean, with respect to any Member, the
separate "book" account which the Company shall establish and maintain for such
Member in accordance with Section 704(b) of the Code and Section
1.704-1(b)(2)(iv) of the Regulations and such other provisions of Section
1.704-1(b) of the Regulations that must be complied with in order for the
Capital Accounts to be determined in accordance with the provisions of said
Regulations. In furtherance of the foregoing, the Capital Accounts shall be
maintained in compliance with Section 1.704-1(b)(2)(iv) of the Regulations, and
the provisions hereof shall be interpreted and applied in a manner consistent
therewith.


                                       4

<PAGE>

          "Capital Contribution" shall mean, with respect to any Member, the
amount of money and the Fair Market Value of any property other than money
contributed to the Company (net of liabilities, other than Retained Debt, that
are assumed by the Company or to which such property is subject). The Fair
Market Value of the property being contributed to the Company pursuant to the
Contribution Agreements is equal to the "Contribution Amounts" set forth and
defined in the Contribution Agreements.

          "Carolina Place" shall mean the property commonly known as Carolina
Place, Charlotte, North Carolina, more particularly described in the Carolina
Place Contribution Agreement.

          "Carolina Place Contribution Agreement" shall mean that certain
Contribution Agreement dated concurrently herewith pursuant to which NYSCRF
causes the equity interests in the Carolina Place Owner to be conveyed to the
Company.

          "Carolina Place Owner" shall mean Carolina Place L.L.C., a Delaware
limited liability company.

          "Cash Reserves" shall mean the aggregate amount of all Reserve
Amounts.

          "Cause" shall have the meaning set forth in Section 7.3(d).

          "Certificate of Formation" shall mean the Company's Certificate of
Formation, as the same may be amended and/or restated from time to time.

          "Change of Control""Change of Control" shall mean, (a) with respect to
GGPLP, GG Properties or any successor (that would not otherwise result in a
Change of Control) ceasing to be the sole general partner of GGPLP, (b) with
respect to GG Properties, any of the following: (i) any Person, other than the
Bucksbaum Family or any Member or any Affiliate of any Member (including by
reason of the application of Article IX), becoming the beneficial owner of (x)
more than 25% of the GG Stock (assuming for such calculation that the Bucksbaum
Family has converted all of their operating partnership units in GGPLP into GG
Stock) and (y) more than 110% of the GG Stock beneficially owned by the
Bucksbaum Family (assuming the Bucksbaum Family has converted all of their
operating partnership units in GGPLP into GG Stock); (ii) the sale or transfer
(other than by way of merger or any other transaction in which GG Properties'
stockholders receive interests in a successor entity) of all or substantially
all of GG Properties' interests in its properties in a single transaction or a
series of related transactions; (iii) the merger of GGPLP or GG Properties and
another Person and, within eighteen (18) months after such merger, a majority of
the Persons who were officers (holding a position of executive vice president or
higher or having the responsibilities of any such positions) of GG Properties 90
days prior to such merger are no longer employed


                                       5

<PAGE>

by GG Properties or the survivor in the merger (for reasons other than death or
disability) in the same or a senior position, or with the same or more senior
responsibilities, as prior to the merger; (iv) during any period of two
consecutive calendar years, individuals who at the beginning of such period
constituted the board of directors of GG Properties (together with any new
directors whose election or nomination for election was approved by a vote of a
majority of the directors (or by a nominating committee of the board of
directors) then still in office, who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the directors of GG
Properties or its successor by merger or otherwise then in office or (c) the
taking of any action, including the filing of a petition, with respect to (x) an
assignment for the benefit of creditors of GGPLP or GG Properties, (y) the
bankruptcy, insolvency, reorganization, dissolution or any similar occurrence of
GGPLP or GG Properties or (z) a liquidation or any other similar occurrence,
that might result in the termination of GGPLP or GG Properties (other than in
connection with a merger or other transaction in which GG Properties'
stockholders receive interests in a successor entity) which action, if taken by
someone other than GGPLP or GG Properties has not been discharged within sixty
(60) days. For purposes of this paragraph, the term "Bucksbaum Family" shall
mean Matthew Bucksbaum, his spouse, children, descendants and trusts for the
benefit of any of them and the spouse, children, descendants and estate of
Martin Bucksbaum and any trusts for the benefit of any of them.

          "Class A Board Members" shall have the meaning set forth in Section
7.2(a).

          "Class A Members" shall mean the holders of Class A Units.

          "Class A Minimum Investment" shall have the meaning set forth in
Section 8.4(a)(ii).

          "Class A Units" shall have the meaning set forth in Section 2.5
hereof.

          "Class B Board Members" shall have the meaning set forth in Section
7.2(a).

          "Class B Members" shall mean the holders of Class B Units.

          "Class B Minimum Investment" shall have the meaning set forth in
Section 8.4(b)(ii).

          "Class B Units" shall have the meaning set forth in Section 2.5
hereof.


                                       6

<PAGE>

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any corresponding provisions of succeeding law.

          "Commission" shall mean the Securities and Exchange Commission or any
successor thereto.

          "Company" shall have the meaning set forth in the preamble.

          "Company Assets" shall mean all right, title and interest of the
Company and the Subsidiaries in and to all or any portion of the assets and
property, whether tangible or intangible and whether real, personal or mixed, of
the Company and the Subsidiaries including any direct or indirect interests
therein, and any property (real or personal) or estate or direct or indirect
interests therein acquired in exchange therefor or in connection therewith.

          "Company FFO" shall mean, with respect to any period, the funds from
operations of the Company as calculated in the manner that "Company FFO" is
calculated pursuant to the Stockholders Agreement.

          "Company Minimum Gain" shall have the meaning set forth in Sections
1.704-2(b)(2) and (d)(1) of the Regulations.

          "Contributed Entities" shall mean the Altamonte Entities, the Natick
Entities, the Northbrook Entities, the Stonebriar Entities, the Alderwood Mall
Owner and the Carolina Mall Owner.

          "Contribution Agreements" shall mean the Alderwood Mall Contribution
Agreement, the Altamonte Mall Contribution Agreement, the Carolina Place
Contribution Agreement, the Montclair Plaza Contribution Agreement, the Natick
Mall Contribution Agreement, the Northbrook Court Contribution Agreement and the
Stonebriar Development Project Contribution Agreement.

          "Contribution Default Amount" shall have the meaning set forth in
Section 14.2.

          "Contribution Defaulting Member" shall have the meaning set forth in
Section 14.2.

          "Contribution Default Loan" shall have the meaning set forth in
Section 14.2.

          "Contribution Default Notice" shall have the meaning set forth in
Section 14.2.

          "Contribution Non-Defaulting Member" shall have the meaning set forth
in Section 14.2.


                                       7

<PAGE>

          "CMBS Financing" shall mean the financing, which is anticipated to
close on or before November 30, 1999, pursuant to which the Northbrook Court
Owner, the Alderwood Mall Owner and Carolina Place Owner and certain
subsidiaries of GGP/Homart will issue collateralized mortgage-backed securities.

          "Defaulting Member" shall mean a Contribution Defaulting Member or
Retained Debt Defaulting Member.

          "Default Loan" shall mean a Contribution Default Loan or Retained Debt
Default Loan.

          "Development Manager" shall mean, for so long as GGPLP is a Member,
GGPLP, General Growth Management, Inc. or another Affiliate of GG Properties (in
each case, so long as the same is an Affiliate of GGPLP or GG Properties)
designated by GGPLP to act as the development manager of the Company or one or
more of its Subsidiaries pursuant to Section 7.3(b).

          "Dissolution Commencement Notice" shall have the meaning set forth in
Section 11.1.

          "Dissolution Commencement Notice Effective Date" shall have the
meaning set forth in Section 11.4.

          "Dissolution Right" shall have the meaning set forth in Section 11.1.

          "Dissolution Value of a Property" shall have the meaning set forth in
Section 11.7(b).

          "Dissolution Value of the Company" shall have the meaning set forth in
Section 9.3.

          "Electing Class" shall have the meaning set forth in Section
8.4(c)(i).

          "Entity" shall mean a corporation, partnership, limited liability
company, trust, business trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.

          "ERISA" shall have the meaning set forth in Section 7.9(c).

          "Event" shall have the meaning set forth in Section 9.7.

          "Expenditures" for a given period of time shall mean a sum equal to
the aggregate of expenses, charges, costs and other amounts actually paid or
required to be paid during such period of time in connection with the business
of the Company or the properties owned by the Company or any wholly-owned
Subsidiary in accordance with the terms hereof, including:


                                       8

<PAGE>

                    (a) expenditures, costs, fees and charges in connection with
          the ownership, operation, management or leasing of the properties of
          the Company or any wholly-owned Subsidiary, including all fees and
          reimbursement amounts payable pursuant to Section 7.3;

                    (b) expenditures, costs and charges in connection with the
          repair, maintenance, replacement, alteration or addition or capital
          improvement to any property owned by the Company or a wholly-owned
          Subsidiary, including any casualty or condemnation losses to the
          extent that such losses are not reimbursed during such period by any
          third party responsible therefor or through insurance maintained by
          the Company or any wholly-owned Subsidiary;

                    (c) all payments of scheduled amortization of principal,
          interest, points or fees on, or hedging costs associated with, the
          mortgage loans or other loans to the Company or its wholly-owned
          Subsidiaries, including upon any refinancing thereof;

                    (d) all sales, payroll, real estate, personal property,
          occupancy and other excise, income, franchise, property, privilege or
          similar taxes and assessments imposed upon the Company, any
          wholly-owned Subsidiary, or any of their properties;

                    (e) utility costs and deposits and other costs and deposits
          required to obtain or lease any service or equipment relating to the
          Company, any property owned by the Company or a wholly-owned
          Subsidiary;

                    (f) leasing commissions and expenditures required to be made
          in connection with any lease covering space in or at any property
          owned by the Company or a wholly-owned Subsidiary, including tenant
          improvements, tenant allowances and payments, costs incurred in
          connection with assuming a tenant's lease obligations with respect to
          other real property and costs incurred in connection with the exercise
          of a right to "take-back" space in a property owned by the Company or
          a wholly-owned Subsidiary;

                    (g) the Reserve Amount;

                    (h) the fees and expenses of investment bankers, attorneys,
          accountants, architects, engineers, appraisers and other professionals
          retained by or on behalf of the Company or its wholly-owned
          Subsidiaries in accordance with the terms hereof;

                    (i) the transfer taxes, title insurance premiums, survey
          costs, attorneys fees, costs of environmental reports and


                                       9

<PAGE>

          other costs and expenses to be paid by the Company pursuant to the
          Contribution Agreements; and

                    (j) all other costs and expenses of the Company and the
          wholly-owned Subsidiaries incurred in accordance with this Agreement
          or as determined by the Board.

          Notwithstanding the foregoing, there shall be excluded from
Expenditures:

                    (1) all non-cash items such as depreciation and
          amortization;

                    (2) amounts distributed to the Members pursuant to this
          Agreement;

                    (3) all payments and expenses taken into account in
          determining Net Disposition Proceeds;

                    (4) any expenditure, cost or charge enumerated in clauses
          (a) through (i) above incurred in connection with the development of
          the Stonebriar Development Project in accordance with the Stonebriar
          Development Plan to the extent of the additional Capital Contributions
          that are made pursuant to Article XIV;

                    (5) all payments of principal, interest and other amounts in
          respect of the Retained Debt; and

                    (6) any expenditure, cost or charge enumerated in clauses
          (a) through (j) above (other than clause (g)) to the extent such
          expenditure, cost or charge was paid from Cash Reserves.

          "Fair Market Value" shall mean, with respect to a particular asset or
interest, the price at which informed and willing parties dealing at arm's
length value and under no compulsion to sell or purchase would agree to purchase
or sell such asset or interest, taking into account, among other things, the
anticipated cash flow, taxable income or taxable loss attributable to the asset
or interest in question. In the case of any asset other than a marketable
security and unless the method of determining Fair Market Value is otherwise
provided herein, the Fair Market Value shall be determined by agreement of the
Members. In the case of any marketable security at any date and unless the
method of determining Fair Market Value is otherwise provided herein, the Fair
Market Value of such security shall equal the closing sale price of such
security on the business day (on which any national securities exchange is open
for the normal transaction of business) next preceding such date, as appearing
in any published list of any national securities exchange or in the National
Market List of the National Association of Securities Dealers, Inc., or, if
there is


                                       10

<PAGE>

no such closing sale price of such security, the final price of such security at
face value quoted on such business day by a financial institution of recognized
standing which regularly deals in securities of such type.

          "Financing Documents" shall mean any loan agreement, security
agreement, mortgage, deed of trust, indenture, bond, note, tax debenture or
other instrument or agreement, in each case as amended, relating to indebtedness
of the Company or any Subsidiary for borrowed money, an obligation which is
represented by one or more securities issued by the Company or any Subsidiary or
any tax increment financing of the Company or any Subsidiary.

          "FTC" shall have the meaning set forth in Section 9.6.

          "Funding Notice" shall have the meaning set forth in Section 14.1.

          "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time.

          "General Growth Officers" shall have the meaning set forth in Section
7.3.

          "General Growth Share Closing Price" on any date shall mean, with
respect to the GG Stock, the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the GG Stock is not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the GG Stock is listed or
admitted to trading or, if the GG Stock is not listed or admitted to trading on
any national securities exchange, the last quoted price, or if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by NASDAQ or, if such system is no longer in use, the principal
other automated quotations system that may then be in use or, if the GG Stock is
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the GG
Stock as such person is selected from time to time by the Board of Directors of
GG Properties.

          "GG Stock" shall mean the common stock, par value $.10 per share, of
GG Properties.

          "GGP/Homart" shall mean GGP/Homart, Inc., a Delaware corporation.


                                       11

<PAGE>

          "GGPLP" shall mean GGP Limited Partnership, a Delaware limited
partnership.

          "GGPLP Retained Debt" shall mean the debt described on Schedule VI.

          "GG Properties" shall mean General Growth Properties, Inc., a Delaware
corporation or any successor thereof.

          "HSR" shall have the meaning set forth in Section 9.6.

          "Independent Board Members" shall have the meaning set forth in
Section 8.4(c)(i).

          "Initial Properties" shall mean Alderwood Mall, Altamonte Mall,
Carolina Place, Montclair Plaza, Natick Mall, Northbrook Court and the
Stonebriar Development Project.

          "Investment Company Act" shall mean the Investment Company Act of
1940, as the same may be amended from time to time.

          "IRS" shall mean the Internal Revenue Service.

          "Key Documents" all Financing Documents, partnership agreements,
limited liability company agreements or other joint venture agreements to which
the Company (or its Subsidiaries) is a party or by which the Company (or its
Subsidiaries) is bound, management agreements to which the Company (or its
Subsidiaries) is a party or by which the Company (or its Subsidiaries) is bound,
reciprocal easement agreements (including supplemental agreements) to which the
Company (or its Subsidiaries) is a party or by which the Company (or its
Subsidiaries) is bound, each lease for space in a Property of more than 10,000
square feet service agreements relating to the operation of the Properties, all
material permits and licenses relating to the Properties and all material
easements and other recorded and unrecorded material agreements relating to the
Properties or to which the Company (or its Subsidiaries) is a party or by which
the Company (or its Subsidiaries) is bound, in each case as amended.

          "Letter of Intent" shall have the meaning set forth in Section 9.7.

          "Lien" shall mean any mortgage, deed of trust, security interest,
lien, pledge, claim or other encumbrance.

          "Liquidating Member" shall mean GGPLP (as long as it is a Member) or
such other Person as may be selected by the Board.

          "Member Nonrecourse Deductions" shall have the meaning set forth in
Section 1.704-2(i)(2) of the Regulations.


                                       12

<PAGE>

          "Members" shall mean GGPLP and NYSCRF and their duly admitted
successors or assigns (in each case, for so long as such Person remains a Member
of the Company) and any other Person who is a member of the Company at the time
of reference thereto (and, prior to such time, has been admitted as a member of
the Company in accordance with the terms hereof).

          "Minimum Gain Attributable to Member Nonrecourse Debt" shall mean
"partner nonrecourse debt minimum gain" as determined in accordance with
Regulation Section 1.704-2(i)(2).

          "Montclair Plaza" shall mean the property commonly known as Montclair
Plaza, Los Angeles, California, more particularly described in the Montclair
Plaza Contribution Agreement.

          "Montclair Plaza Contribution Agreement" shall mean that certain
Contribution Agreement dated concurrently herewith pursuant to which NYSCRF is
causing Montclair Plaza Owner to convey to the Company Montclair Plaza and
certain other property described therein.

          "Montclair Plaza Owner" shall mean Acquiport Five Corporation, a
Delaware corporation.

          "Natick Entities" shall mean Natick Trust, General Growth Properties -
Natick Limited Partnership and General Growth Properties - Natick II, Inc.

          "Natick Mall" shall mean the property commonly known as Natick Mall,
Natick, Massachusetts, as more particularly described in the Natick Mall
Contribution Agreement.

          "Natick Mall Contribution Agreement" shall mean that certain
Contribution Agreement dated concurrently herewith pursuant to which GGPLP
conveys or causes to be conveyed to the Company all of the equity interests in
the Natick Entities, which Natick Entities own one hundred percent (100%) of the
Natick Owner which in turn owns one hundred percent (100%) of the Natick Mall.

          "Natick Mall Owner" shall mean GGP-Natick Trust, a Massachusetts
business trust.

          "Natick Trust" shall mean GGP-Natick Trust, a Massachusetts business
trust.

          "Net Disposition Proceeds" shall mean the excess of (a) the proceeds
received by the Company or any wholly-owned Subsidiary (including amounts
received by the Company or any wholly-owned Subsidiary from non-wholly owned
Subsidiaries) from any event that would be deemed a capital transaction in
accordance with GAAP consistently applied, including sales of real or personal
property or interests therein (other than the sale of personal property in


                                       13

<PAGE>

the ordinary course of business), condemnations and conveyances in lieu thereof,
damage recoveries, receipts of insurance proceeds (other than rent insurance
proceeds, the proceeds of which shall not be included in the calculation of Net
Disposition Proceeds), and borrowings (other than short-term unsecured
borrowings, the proceeds of which shall not be included in the calculation of
Net Disposition Proceeds), over (b) the sum of (i) the expenses or capital
expenditures of the Company or such wholly-owned Subsidiary associated with such
transaction (including title, survey, appraisal, recording, escrow, transfer tax
and other similar costs, brokerage expense and attorneys and other professional
fees, the portion of any insurance proceeds or condemnation award applied to the
restoration of the affected property and payment or reservation for payment for
the discharge of any liability arising pursuant to such transaction), (ii)
amounts required (in the Board's discretion or, if contemplated in an approved
Annual Business Plan, as set forth in such Annual Business Plan) to establish
reserves and to pay current or potential expenses and liabilities of the Company
and the Subsidiaries, (iii) amounts used or reserved (in the Board's discretion
or, if contemplated in an approved Annual Business Plan, as set forth in such
Annual Business Plan) to repay indebtedness of the Company and the Subsidiaries
or any other liability of the Company or any Subsidiary in connection with such
event and (iv) amounts used or reserved (in the Board's discretion or, if
contemplated in an approved Annual Business Plan, as set forth in such Annual
Business Plan) to fund the estimated equity requirements for any expansions or
renovations of the Company Assets (but the amounts described in clauses (a) and
(b) shall not include the proceeds of any permitted replacement or refinancing
of Retained Debt, the additional Capital Contributions made pursuant to Article
XIV or any payments of principal, interest and other amounts in respect of
Retained Debt).

          "Net Income" or "Net Loss" shall mean, for each Fiscal Year or other
applicable period, an amount equal to the Company's taxable income or loss for
such year or period, determined by the Company accountants 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) of the
Code shall be included in taxable income or loss), with the following
adjustments:

                    (a) any income of the Company that is exempt from federal
          income tax and not otherwise taken into account in computing Net
          Income or Net Loss shall be added to such taxable income or loss;

                    (b) any expenditures of the Company described in Section
          705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B)
          expenditures under Section 704(b) of the Code or Section
          1.704-1(b)(2)(iv)(i) of the Regulations and not


                                       14

<PAGE>

          otherwise taken into account in computing Net Income or Net Loss shall
          be subtracted from such taxable income or loss;

                    (c) gain or loss resulting from any disposition of Company
          property with respect to which gain or loss is recognized for federal
          income tax purposes shall be computed by reference to the book value
          of such property (as the same may be restated or otherwise adjusted
          pursuant to Regulation Section 1.704-1(b)(2)(iv)) rather than its
          adjusted tax basis;

                    (d) in lieu of the depreciation, depletion, amortization and
          other cost recovery deductions taken into account in computing taxable
          income or loss, there shall be taken into account depreciation as
          determined under Regulation Section 1.704-1(b)(2)(iv)(g)(3); and

                    (e) in the event the book value of any Company asset is
          restated and/or adjusted pursuant the aforesaid Regulation Sections,
          the amount of such adjustment shall be taken into account as
          additional Net Income or Net Loss, as the case may be.

          "Net Sales Price" shall have the meaning set forth in Section 11.7.

          "Non-Defaulting Member" shall mean a Contribution Non-Defaulting
Member or Retained Debt Non-Defaulting Member.

          "Nonrecourse Deductions" shall have the meaning set forth in Section
1.704-2(b)(1) and (c) of the Regulations.

          "Nonrecourse Liabilities" shall have the meaning set forth in Section
1.704-2(b)(3) of the Regulations.

          "Northbrook Court" shall mean the property commonly known as
Northbrook Court, Northbrook, Illinois as more particularly described in the
Northbrook Court Contribution Agreement.

          "Northbrook Court Contribution Agreement" shall mean that certain
Contribution Agreement dated concurrently herewith pursuant to which GGPLP
conveys or causes to be conveyed to the Company all of the equity interests in
the Northbrook Entities, which Northbrook Entities own, in the aggregate, one
hundred percent (100%) of the Northbrook Court Owner which in turn owns one
hundred percent (100%) of Northbrook Court.

          "Northbrook Court Owner" shall mean Westcoast Estates, a California
general partnership.

          "Northbrook Entities" shall mean Northbrook Court L.L.C., Northbrook
Court I L.L.C. and Northbrook Court II L.L.C.


                                       15

<PAGE>

          "NYSCRF" shall mean the Comptroller of the State of New York as
Trustee of the Common Retirement Fund.

          "NYSCRF Malls" shall mean Alderwood Mall, Carolina Place and Montclair
Plaza.

          "NYSCRF Retained Debt" shall mean the debt described on Schedule VII.

          "Offerees" shall have the meaning set forth in Section 9.1.

          "Offerors" shall have the meaning set forth in Section 9.1.

          "Operating Cash Flow" for any given period of time means the excess,
if any, of (i) the Receipts for such period of time over (ii) the Expenditures
for such period of time.

          "Other Assets" shall mean, as of any date, the book value of the cash
and receivables (net of contra accounts) of the Company and its Subsidiaries
calculated in accordance with GAAP consistently applied.

          "Permissible Transferee" shall have the meaning set forth in section
8.4(b)(iii).

          "Person" shall mean an individual or Entity.

          "Plan Asset Regulations" shall have the meaning set forth in Section
7.9(c).

          "Prime" shall mean the prime rate as announced from time to time by
Wells Fargo Bank, N.A.

          "Property Manager" shall mean, for so long as GGPLP is a Member,
GGPLP, General Growth Management, Inc. or another Affiliate of GG Properties (in
each case, so long as the same is an Affiliate of GGPLP or GG Properties)
designated by GGPLP to act as the property manager for the Company or one or
more of its Subsidiaries pursuant to Section 7.3(b).

          "Properties" shall mean the Initial Properties and the Company's
direct or indirect interest in any of the foregoing and any additional shopping
center or other real estate properties or direct or indirect interests therein
acquired (directly or indirectly) by the Company from time to time.

          "Proportionate Share" shall mean, with respect to any Member (unless
otherwise provided herein) at any time, a fraction, the numerator of which is
the total number of Units owned by such Member at such time and the denominator
of which is the total number of Units owned by all of the Members at such time.


                                       16

<PAGE>

          "Proposed Value" shall have the meaning set forth in Section 9.2.

          "Put Notice" shall have the meaning set forth in Section 9.2.

          "Put Notice Effective Date" shall have the meaning set forth in
Section 9.4.

          "Put Option" shall have the meaning set forth in Section 9.1.

          "Put Purchase Price" shall have the meaning set forth in Section 9.6.

          "Put Response Notice" shall have the meaning set forth in Section 9.5.

          "Receipts" shall mean for any given period of time, a sum equal to the
aggregate of all cash amounts actually received by or unconditionally made
available to the Company or any wholly-owned Subsidiary from or in respect of
all sources, including:

                    (a) all cash actually received by the Company or any
          wholly-owned Subsidiary from Subsidiaries that are not wholly-owned by
          the Company;

                    (b) all rents, percentage rent, rent settlements, expense
          reimbursements and other charges received from tenants and other
          occupants of the Company Assets;

                    (c) proceeds of rent insurance and business interruption
          insurance;

                    (d) all utility or other deposits returned to the Company or
          any wholly-owned Subsidiary (including by any non-wholly owned
          Subsidiary);

                    (e) interest, if any, earned on tenant's security deposits
          or escrows to the extent unconditionally retained and security
          deposits to the extent applied pursuant to the provisions of the
          applicable leases;

                    (f) the amount of any net reduction of Cash Reserves, other
          than to pay Expenditures;

                    (g) any income items (as defined in accordance with GAAP)
          received by the Company from any other source and not included in (a)
          through (f) above.

                    Notwithstanding the foregoing, Receipts shall not include
(1) any amounts received by the Company and/or the Subsidiaries on account of
the issuance or sale by the Company and/or the Subsidiaries of any securities,
(2) any tenant's security deposit


                                       17

<PAGE>

and interest thereon, if any, as long as the Company or any Subsidiary has a
contingent legal obligation to return that deposit or such interest thereon, (3)
any amounts included in the calculation of Net Disposition Proceeds, (4) any
amounts received in respect of a permitted refinancing or replacement of the
Retained Debt and (5) any additional Capital Contribution made pursuant to
Article XIV.

          "Regulations" means the proposed, temporary and final regulations
promulgated by the Treasury Department pursuant to the Code, as amended from
time to time.

          "Required Funds Amount" shall have the meaning set forth in Section
14.1.

          "Reserve Amount" shall mean for any given period of time an amount or
amounts to be held from Receipts after payment of Expenditures (other than the
Reserve Amount) as determined by the Board and which shall be used (in amounts
and in a manner determined by the Board) for the payment of capital improvements
for the properties of the Company and its Subsidiaries (such as major repairs or
replacements to the roofs or parking lots) or such other items as may be
determined from time to time by the Board.

          "Retained Debt" shall mean the GGPLP Retained Debt and the NYSCRF
Retained Debt, collectively.

          "Retained Debt Default Amount" shall have the meaning set forth in
Section 13.2.

          "Retained Debt Defaulting Member" shall have the meaning set forth in
Section 13.2.

          "Retained Debt Default Loan" shall have the meaning set forth in
Section 13.2.

          "Retained Debt Default Notice" shall have the meaning set forth in
Section 13.2.

          "Retained Debt Loan Documents" shall mean the notes, mortgages and
other loan documents evidencing, securing or otherwise relating to the Retained
Debt.

          "Retained Debt Non-Defaulting Member" shall have the meaning set forth
in Section 13.2.

          "Rules" shall have the meaning set forth in Section 9.6.

          "Sale Notice" shall have the meaning set forth in Section 10.2.


                                       18

<PAGE>

          "Sale Property" shall have the meaning set forth in Section 10.1.

          "Second Cure Notice" shall have the meaning set forth in Section
7.3(c).

          "Section 704(c) Tax Items" shall have the meaning set forth in Section
4.5(c).

          "Serial Transferee" shall have the meaning set forth in Section
8.4(b)(iii).

          "Serial Transferor" shall have the meaning set forth in Section
8.4(b)(iii).

          "Stockholders Agreement" shall mean that certain Stockholders
Agreement dated as of December 20, 1995, among GGPLP, NYSCRF, GGP/Homart and the
other parties thereto, as amended.

          "Stonebriar Development Plan" shall have the meaning set forth in
Section 7.7(e).

          "Stonebriar Development Project Contribution Agreement" shall mean
that certain Contribution Agreement dated concurrently herewith pursuant to
which GGPLP conveys or causes to be conveyed to the Company all of the equity
interests in the Stonebriar Entities, which Stonebriar Entities own one hundred
percent (100%) of the Stonebriar Mall Owner which in turn owns one hundred
percent (100%) of the Stonebriar Development Project.

          "Stonebriar Development Project" shall mean the regional shopping
center to be known as Stonebriar Mall and developed on the land located in
Frisco, Texas and that is owned by the Stonebriar Mall Owner, as such land is
more particularly described in the Stonebriar Development Project Contribution
Agreement.

          "Stonebriar Entities" shall mean Stonebriar Mall L.L.C. and Stonebriar
Mall Limited Partnership.

          "Stonebriar Grand Opening" shall mean the "grand opening" of the
Stonebriar Development Project.

          "Stonebriar Mall Owner" shall mean Stonebriar Mall Limited
Partnership, a Delaware limited partnership.

          "Subsidiaries" shall mean any direct or indirect corporate,
partnership, limited liability company, trust or other subsidiary of the
Company, whether or not wholly owned by the Company, and a "Subsidiary" shall
mean any one of them.

          "Tax Items" shall have the meaning set forth in Section 4.5(a).


                                       19

<PAGE>

          "Tax Matters Member" shall have the meaning set forth in Section 6.4.

          "Tax Payment" shall have the meaning set forth in Article V.

          "Ten Day Average General Growth Closing Price" shall mean, with
respect to any purchase and sale pursuant to Article IX, the average of the
General Growth Share Closing Prices for each of the ten Trading Days following
the date the Put Response Notice is given.

          "33 Act" shall mean the Securities Act of 1933, as amended.

          "Trading Day" shall mean a day on which the principal national
securities exchange on which the GG Stock is listed or admitted to trading is
open for the transaction of business or, if the GG Stock is not listed or
admitted to trading on any national securities exchange, shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

          "Transfer" shall mean to transfer, sell, assign, pledge, hypothecate,
give, create a security interest in or lien on, place in trust (voting or
otherwise), transfer by operation of law (other than by way of a merger or
consolidation of the Company) or in any other way encumber or dispose of,
directly or indirectly and whether or not voluntarily, any Units.

          "Transferee" shall have the meaning set forth in Section 8.1.

          "Trigger Date" shall mean the earlier of (a) the third anniversary of
the date hereof, (b) the date a Change of Control occurs, (c) the date of the
determination that Cause has occurred pursuant to Section 7.3(d) and (e) and (d)
that date that the Class A Members no longer owns the Class A Minimum
Investment.

          "UBTI" shall have the meaning set forth in Section 7.9.

          "Units" shall mean units of membership interest in the Company,
including (except as otherwise expressly provided herein) the rights to
allocations, distributions, management, approval and participation provided
herein.

          "Value" shall have the meaning set forth in Section 9.3.

For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

                    (a) the words "herein," "hereof" and "hereunder" and other
          words of similar import refer to this Agreement as a whole and not to
          any particular Article, Section or other subdivision;


                                       20

<PAGE>

                    (b) the words "including" and "include" and other words of
          similar import shall be deemed to be followed by the phrase "without
          limitation"; and

                    (c) any capitalized term used in any Schedule to this
          Agreement but not defined in such Schedule shall have the meaning
          assigned to such term in this Agreement or in another Schedule to this
          Agreement.

                                   ARTICLE II
                              FORMATION OF COMPANY

          2.1 FORMATION OF COMPANY. The Company was formed as a limited
liability Company under the Act on August 6, 1999 by the filing of the
Certificate of Formation with the Secretary of State of the State of Delaware on
August 6, 1999. The parties hereby ratify the execution and filing thereof by
the authorized person (within the meaning of the Act) identified therein. It is
the intention of the Members that the provisions of this Agreement govern their
relations and their respective liabilities and obligations. Accordingly, to the
extent permitted by law, in the event of any conflict between any provisions
contained in this Agreement and any provision in the Act, the terms and
provisions of this Agreement shall control. With respect to any matter not
governed by this Agreement, the provisions of the Act shall control.

          2.2 NAME. The business of the Company shall be conducted under the
name "GGP/HOMART II L.L.C." or such other name or names as are designated by the
management of the Company from time to time. All transactions of the Company, to
the extent permitted by applicable law, shall be carried on and completed in the
name of the Company or such other name or names as shall be designated by the
management of the Company in writing from time to time. The Members shall cause
to be executed, filed and published on behalf of the Company such assumed or
fictitious name certificates as may be required by law to be filed or published.

          2.3 PRINCIPAL PLACE OF BUSINESS. The location of the Company's
principal place of business shall be at 110 North Wacker Drive, Chicago,
Illinois 60606 or such other place in the United States as is designated by the
management of the Company from time to time.

          2.4 PURPOSE AND BUSINESS OF THE COMPANY. The purpose of the Company
shall be to acquire, hold, own, operate, sell, finance, transfer, encumber,
exchange and otherwise dispose of or deal with the equity interests in the
Contributed Entities and, directly or indirectly, to acquire, develop,
redevelop, hold, own, sell, finance, transfer, encumber, exchange, and otherwise
dispose of or deal with the Properties (including the acquisition and
development


                                       21

<PAGE>

of land or properties adjacent to the Properties) and such other properties and
assets as shall be determined by the Board. The Company shall have all powers
necessary or desirable to accomplish the purposes enumerated. The Company shall
not, directly or indirectly, acquire any other assets or businesses (other than
in connection with the Properties, including the acquisition and development of
land or properties adjacent to the Properties) except with approval of the
Board. The name and funds of the Company shall be used only for Company
purposes.

          2.5 CLASSES OF UNITS. There shall be, initially, two classes of Units,
consisting of Class A Units ("Class A Units") and Class B Units (the "Class B
Units"), which shall have the rights and be subject to the limitations contained
herein.

          2.6 TERM. The Company shall commence business on the date hereof and
shall continue its business indefinitely until its termination as hereinafter
provided.

          2.7 NATURE OF THE COMPANY. It is intended that the Company be a
limited liability company meeting the definition of "partnership" contained in
Section 7701 of the Code and the regulations issued thereunder. Except for
purposes of the Code, the Members specifically intend and agree that the Company
shall not be a partnership (including, a limited partnership) or any other kind
of venture or Person, but a limited liability company under and pursuant to the
Act. The Company's Certificate of Formation, this Agreement and the
relationships created thereby and hereby and arising therefrom shall not be
construed to establish a partnership as among the Members or any other Person or
to constitute any Member a partner in the Company or a partner of any other
Member or Person. All rights, liabilities and obligations of the Members, both
as among themselves and as to Persons not parties to this Agreement, shall be as
provided in the Act, except to such extent as may be otherwise expressly
provided herein.

          2.8 MEMBERS' NAMES AND ADDRESSES; CLASSIFICATION. The name and mailing
address of each Member and the number and classification of Units owned by such
Member is listed on Schedule I attached hereto.

          2.9 REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Company in the State of Delaware is c/o Corporation
Service Company, 1013 Centre Road, Wilmington, Delaware 19805-1297. The name of
its registered agent at such address is Corporation Service Company. The
Company's management may at any time and from time to time change such office or
agent by taking such actions as are required by the Act to change the same,
including executing and filing an amendment to the Certificate of Formation.


                                       22

<PAGE>

          2.10 ORGANIZATION CERTIFICATES. The Members shall cause to be
executed, filed and/or published:

                    (a) any and all such amendments or supplements to the
          Company's Certificate of Formation as from time to time may be
          required by the Act; and

                    (b) all such further certificates, notices, statements or
          other instruments as may be required by law for the formation,
          qualification or operation of a limited liability company in all
          jurisdictions where the Company may elect to do business or otherwise
          necessary to carry out the purposes of this Agreement.

GGPLP shall be an authorized person of the Company for purposes of any filings
under the Act and shall be authorized to execute and deliver on behalf of the
Company any certificates, notices, statements or other instruments required
under the Act to be executed and filed by the Company.

          2.11 CONCURRENT TRANSACTIONS. The Members acknowledge and agree that,
concurrently with the execution and delivery hereof:

                    (a) The Company and GGPLP are entering into the Altamonte
Mall Contribution Agreement, the Northbrook Court Contribution Agreement, the
Natick Mall Contribution Agreement and the Stonebriar Development Project
Contribution Agreement;

                    (b) The Company and NYSCRF (and/or Subsidiaries thereof) are
entering into the Alderwood Mall Contribution Agreement, the Carolina Place
Contribution Agreement and the Montclair Plaza Contribution Agreement; and

                    (c) The Company and certain of the Contributed Entities are
entering into modification agreements with respect to certain indebtedness
secured by Company Assets, if required by the lenders thereunder.

          The Members, by execution of this Agreement, hereby authorize, approve
and consent to (i) the Company entering into and consummating the transactions
described in the Contribution Agreements and (ii) the Company's acquisition of
the equity interests in the Contributed Entities and/or the Properties on the
terms set forth in the Contribution Agreements.

          2.12 RESTRICTIONS ON OTHER AGREEMENTS. No Member shall grant any proxy
or enter into or agree to be bound by any voting trust with respect to the
Units, nor shall any Member enter into any agreement or arrangements of any kind
(including agreements or arrangements with respect to the acquisition,
disposition or voting of Units) with any Person with respect to the Units, in
either case on terms inconsistent with the provisions of this Agreement.


                                       23

<PAGE>

                                   ARTICLE III
                                 COMPANY CAPITAL

          3.1 INITIAL CONTRIBUTIONS OF MEMBERS

                    (a) Concurrently herewith and as their Capital Contributions
to the Company, the Members are conveying or causing to be conveyed to the
Company and/or its Subsidiaries all of the equity interests in the Contributed
Entities and/or their respective rights, title and interest in the Initial
Properties in accordance with the terms of the Contribution Agreements.

                    (b) The Members acknowledge and agree that immediately after
taking into account the Capital Contributions described in Section 3.1(a), GGPLP
will have a positive Capital Account balance of $462,000,000.00 and NYSCRF will
have a positive Capital Account balance of $462,000,000.00. Such Capital
Accounts are being computed without reduction for the Retained Debt.

          3.2 NO ADDITIONAL CAPITAL CONTRIBUTIONS. Except as expressly required
by Section 3.1 or Article XIII, no Member shall have any obligation to make any
additional Capital Contribution to the Company or to advance any funds thereto.

          3.3 WITHDRAWAL; RETURN OF CAPITAL; INTEREST. No Member shall be
entitled to withdraw any part of its Capital Contribution(s) or otherwise
withdraw from the Company, or shall be entitled to any distributions from the
Company, except as specifically provided herein. No Member shall be entitled to
interest on any Capital Contribution to the Company.

          3.4 PRIORITY. Except as otherwise expressly provided herein, there
shall be no priority among the Members as to the return of Capital Contributions
or withdrawals from or distributions of the Company.

          3.5 DEVELOPMENT PROJECT FUNDING/ACQUISITION FINANCING; ETC. It is the
intention of the Members that development of the Stonebriar Development Project
be funded as provided in the other sections of this Agreement, including Article
XIV, and the cost of acquiring new properties be funded through such sources of
financing as shall be determined by the Board. The Members agree that (a) in
calculating the Net Disposition Proceeds from the CMBS Financing (which
financing requires Board approval as provided herein), the proceeds from such
financing shall be reduced only for the costs and expenses associated with such
financing and the repayment of the existing debt on Northbrook Court (and not by
any of the other items specified in the definition of "Net Disposition
Proceeds") and (ii) the Net Disposition Proceeds from such financing shall be
distributed to the Members concurrently with the consummation of such financing
and otherwise as provided in Article V.


                                       24

<PAGE>

                                   ARTICLE IV
                           ALLOCATION OF COMPANY ITEMS

          4.1 MAINTENANCE OF CAPITAL ACCOUNTS. A separate Capital Account shall
be maintained for each Member. Without limiting the foregoing, the Capital
Account of each Member shall be (a) credited with the Member's Capital
Contribution(s) plus the amount of Net Income allocated or specially allocated
to such Member pursuant to this Agreement and (ii) debited with the sum of (i)
the amount of Net Loss allocated or specially allocated to such Member pursuant
to the provisions of this Agreement and all money and the Fair Market Value of
any property paid or distributed by the Company to such Member pursuant to the
terms hereof. Any reference in this Agreement to the Capital Account of a Member
shall be deemed to refer to such Capital Account as the same may be credited or
debited from time to time in accordance herewith.

          4.2 NET INCOME AND NET LOSS

                    (a) Allocation of Net Income. After giving effect to the
          allocations set forth in Sections 4.3 and 4.4, Net Income for any
          Fiscal Year or other applicable period (including the period ending on
          the date on which there is a withdrawal of any Member or a partial
          withdrawal of the capital of any Member or the period ending on the
          date immediately preceding the date on which an additional Capital
          Contribution is made to the Company by a Member in accordance with the
          terms hereof) shall be allocated among the Members in accordance with
          their Proportionate Shares at such time.

                    (b) Allocation of Net Loss. After giving effect to the
          allocations set forth in Sections 4.3 and 4.4, Net Loss for any Fiscal
          Year or other applicable period (including the period ending on the
          date on which there is a withdrawal of any Member or a partial
          withdrawal of the capital of any Member or the period ending on the
          date immediately preceding the date on which an additional Capital
          Contribution is made to the Company by a Member in accordance with the
          terms hereof) shall be allocated between the Members in accordance
          with their Proportionate Shares at such time.

Notwithstanding anything to the contrary contained herein, the interest expense
and/or other deductions and items of income relating to the Retained Debt of
each Member shall remain at all times the expense and/or income of such Member
and shall not be taken into account in calculating Net Income or Net Loss.


                                       25

<PAGE>

          4.3 SPECIAL ALLOCATIONS. Notwithstanding any provisions of Section 4.2
to the contrary, the following special allocations shall be made in the
following order:

                    (a) Minimum Gain Chargeback (Nonrecourse Liabilities).
          Notwithstanding anything to the contrary contained in this Article IV,
          if there is a net decrease in Company Minimum Gain for any Fiscal Year
<PAGE>

          (except as a result of conversion or refinancing of Company
          Nonrecourse Liabilities, certain capital contributions or revaluation
          of the Company property, all as further outlined in subsections
          (d)(2), (f)(2), or (f)(3) of Regulations Section 1.704-2), each Member
          shall be specially allocated items of Company income and gain for such
          year (and, if necessary, subsequent years) in an amount equal to that
          Member's share of the net decrease in the Company Minimum Gain. The
          items to be so allocated shall be determined in accordance with
          Regulations Section 1.702-2(f). This section is intended to comply
          with the minimum gain chargeback requirement in said section of the
          Regulations and shall be interpreted consistently therewith.
          Allocations pursuant to this section shall be made in proportion to
          the respective amounts required to be allocated to each Member
          pursuant thereto.

                    (b) Minimum Gain Attributable to Member Nonrecourse Debt.
          After giving effect to Section 4.3(a), if there is a net decrease in
          Minimum Gain Attributable To Member Nonrecourse Debt (other than due
          to the conversion, refinancing, or other change in the debt instrument
          attributable to such Company Nonrecourse Liabilities causing it to
          become partially or wholly nonrecourse, certain capital contributions
          or revaluations of the Company property as further outlined in
          Regulations Section 1.704-2(i)(4)), each Member shall be specially
          allocated items of Company income and gain for such Fiscal Year (and,
          if necessary, subsequent years) in an amount equal to that Member's
          share of the net decrease in such Minimum Gain Attributable To Member
          Nonrecourse Debt. The items to be so allocated shall be determined in
          accordance with Regulations Section 1.702-2(i). This section is
          intended to comply with the minimum gain chargeback requirement in
          said section of the Regulation and shall be interpreted consistently
          therewith. Allocations pursuant to this section shall be made in
          proportion to the respective amount required to be allocated to each
          Member pursuant thereto.

                    (c) Qualified Income Offset. In the event that any Member
          unexpectedly receives any adjustments, allocations or distributions
          described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6),
          and such Member has an Adjusted Capital Account Deficit, items of
          Company income and gain shall be specially allocated to such Member in
          an amount and manner sufficient to eliminate the Adjusted Capital


                                       26

<PAGE>

          Account Deficit as quickly as possible. This Section 4.3(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.

                    (d) Nonrecourse Deductions. Nonrecourse Deductions for any
          Fiscal Year or other applicable period shall be allocated to the
          Members in accordance with their respective Proportionate Shares.

                    (e) Member Nonrecourse Deductions. Member Nonrecourse
          Deductions for any Fiscal Year or other period shall be specially
          allocated to the Member that bears the economic risk of loss for the
          debt (i.e., the partner nonrecourse debt) in respect of which such
          Member Nonrecourse Deductions are attributable (as determined under
          Regulation Sections 1.704-2(b)(4) and (i)(1)).

                    (f) Section 754 Basis Adjustments. To the extent an
          adjustment to the adjusted tax basis of any Company asset pursuant to
          Sections 732, 734 or 743 of the Code is required, to be taken into
          account in determining Capital Accounts in accordance with Regulations
          Section 1.704-1(b)(2)(iv)(m), 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 gain or loss shall be
          specially allocated to the Members in a manner consistent with the
          manner in which their Capital Accounts are required to be adjusted
          pursuant to such Section of the Regulations.

          4.4 CURATIVE ALLOCATIONS. The allocations set forth in Sections
4.3(a), 4.3(b), 4.3(d) and 4.3(e) (the "Regulatory Allocations") are intended to
comply with certain requirements of Regulations Section 1.704-1(b).
Notwithstanding any provisions of Sections 4.2 and 4.3 to the contrary (other
than the Regulatory Allocations), the Regulatory Allocations shall be taken into
account in allocating other items of income, gain, loss and deduction among the
Members so that, to the extent possible, the cumulative net amount of
allocations of Company items under Sections 4.2, 4.3 and 4.4 shall be equal to
the net amount that would have been allocated had the Regulatory Allocations not
occurred. This Section 4.4 is intended to minimize to the extent possible and to
the extent necessary any economic distortions which may result from application
of the Regulatory Allocations and shall be interpreted in a manner consistent
therewith.

          4.5 TAX ALLOCATIONS.

                    (a) Generally. Subject to Sections 4.5(b) and 4.5(c), tax
          items of income, gain, loss, deduction and credit (collectively, "Tax
          Items") shall be allocated among the


                                       27

<PAGE>

          Members on the same basis as the respective book items. Each Member
          shall provide to the Company information regarding the tax basis,
          depreciable lives and depreciation methods of or used for the assets
          directly and indirectly conveyed by it to the Company.

                    (b) Sections 1245/1250 Recapture. If any portion of gain
          from the sale of property is treated as gain which is ordinary income
          by virtue of the application of Code Sections 1245 or 1250 ("Affected
          Gain"), then (A) such Affected Gain shall be allocated among the
          Members in the same proportion that the depreciation and amortization
          deductions giving rise to the Affected Gain were allocated and (B)
          other Tax Items of gain of the same character that would have been
          recognized, but for the application of Code Sections 1245 and/or 1250,
          shall be allocated away from those Members who are allocated Affected
          Gain pursuant to Clause (A) so that, to the extent possible, the other
          Members are allocated the same amount, and type, of capital gain that
          would have been allocated to them had Code Sections 1245 and/or 1250
          not applied. For purposes hereof, in order to determine the
          proportionate allocations of depreciation and amortization deductions
          for each Fiscal Year or other applicable period, such deductions shall
          be deemed allocated on the same basis as Net Income and Net Loss for
          such respective period.

                    (c) Allocations Respecting Section 704(c) and Revaluations.
          Notwithstanding Section 4.5(b), Tax Items with respect to Company
          property that are subject to Code Section 704(c) and/or Regulation
          Section 1.704-3 (collectively "Section 704(c) Tax Items") shall, to
          the extent so required, be allocated in accordance with said Code
          section and/or Regulation Section 1.704-3, as the case may be. The
          Members are authorized to specially allocate Tax Items consistent with
          the principles of Regulation Section 1.704-3.

          4.6 ALLOCATIONS SUBSEQUENT TO ASSIGNMENT. To the extent permitted by
the Code, Net Income or Net Loss and other items attributable to Units acquired
by reason of an assignment from a Member shall be allocated or adjusted between
the assignor and the assignee based upon either (a) the length of time in any
fiscal period of the Company during which the assigned Units were owned by each
of them, determined with reference to the effective date of the assignment, or
(b) an interim closing of the Company's books (at assignor's sole expense), such
manner of allocation or adjustment to be determined by the assignor, with the
consent of the Board, which consent shall not be unreasonably withheld.


                                       28

<PAGE>

                                    ARTICLE V
                              COMPANY DISTRIBUTIONS

          Unless the Board otherwise determines, the Company shall distribute to
the Members on a quarterly basis (but a monthly basis during such period when
there is Retained Debt outstanding) an amount equal to the lesser of (a) the
Operating Cash Flow for such quarter or month, as the case may be, and (b)
eighty percent of Company FFO for such quarter or month, as the case may be, and
the Company shall distribute any Net Disposition Proceeds as soon as practicable
after the occurrence (but in no event later than 45 days thereafter) of the
event giving rise thereto. Subject to the provisions of the third, fourth and
fifth to last sentences of this Article V, any such distributions shall be paid
to the Members pro rata in accordance with their Proportionate Shares. If the
annual audited report of the Company shall show that there was any
over-distribution or under-distribution of Operating Cash Flow to either of the
Members with respect to such year, then such Member shall, within 30 days after
receipt of such audited report and a written demand for the repayment of any
over-distribution referenced therein, repay the over-distribution or the Company
shall, within 30 days after receipt of such audited report, pay the
under-distribution to the Members, as the case may be. To the extent that any
taxes or withholding taxes are due on behalf of or with respect to any Member
and the Company is required by law to withhold or to make such tax payments
("Tax Payments"), the Company shall withhold such amounts and make such Tax
Payments as so required. Each Tax Payment made on behalf of or with respect to a
Member (but not any Tax Payment made by or required to be withheld by a
Subsidiary with respect to income allocable to or distributions to be made to
the Company) shall be deemed a distribution of Operating Cash Flow in such
amount to such Member to the extent such Tax Payment was not attributable to an
event giving rise to Net Disposition Proceeds (and shall reduce distributions of
Operating Cash Flow and Net Disposition Proceeds that are made concurrently or
thereafter to such Member), and to the extent such Tax Payment is attributable
to an event giving rise to Net Disposition Proceeds, it shall be deemed a
distribution of Net Disposition Proceeds to such Member (and shall reduce
distributions of Net Disposition Proceeds and Operating Cash Flow that are made
concurrently or thereafter to such Member), and any such deemed distribution
shall be deemed to have been paid to the Member on the earlier of the date when
the corresponding Tax Payment is made by the Company or the date that the
distributions, if any, giving rise to the obligation to make such Tax Payment
were made. The Company is hereby directed to deduct the amount of any Default
Loans that are due and payable from any distributions to be made to the
Defaulting Member pursuant to this Article V and pay such amounts to the
Non-Defaulting Member (and such deducted amounts shall be deemed to be
distributions made to such Defaulting Member). In the event that the Company
pays any principal, interest or other amount in respect of the Retained Debt of
either


                                       29

<PAGE>

Member at the request of such Member (which the Company shall be obligated to do
to the extent of such Member's share of Company distributions that are then due
and payable), the Company shall deduct the amount of such principal, interest or
other payment from any distributions to be made to such Member pursuant to this
Article V (and such deducted amounts shall be deemed to be distributions made to
such Member). Notwithstanding anything to the contrary contained herein, no
distribution of Operating Cash Flow or Net Disposition Proceeds shall be made
hereunder if such distribution would cause the Company to breach any covenant
contained in, or be in default under, any Financing Document or other agreement
binding upon the Company. The distributions made in accordance with this Article
V shall not require Board approval.

                                   ARTICLE VI
                               ACCOUNTING MATTERS

          6.1 FISCAL YEAR; DESIGNATION OF AUDITORS. The Company's fiscal year
shall be the calendar year. The Company's auditors shall be selected by the
Board; provided, however, that (a) until the Board determines otherwise, the
Company's auditors shall be Ernst & Young LLP, (b) the Company's auditors shall
be a "Big Five" certified public accounting firm (or any successor to any such
firm) or other reputable firm as shall be selected by the Board and (c) unless
the Board determines otherwise, the Company's auditors shall not be the auditors
of GGPLP or GG Properties.

          6.2 BOOKS AND RECORDS. The Company shall maintain or cause to be
maintained at the principal place of business of the Company full, true,
complete and correct books of account of the Company. The books of account shall
contain particulars of all monies, goods or effects belonging to or owing to or
by the Company or paid, received, sold or purchased in the course of the
Company's business, and all of such other transactions, matters and things
relating to the business of the Company as are usually entered in books of
accounts kept by persons engaged in a business of a like kind and character. In
addition, the Company shall keep all records required to be kept pursuant to the
Act. Each Member shall, at reasonable times, have free access thereto for the
purpose of inspecting or copying same. Any records maintained by the Company in
the regular course of its business, including its Unit ledger, books of account
and minute books, if any, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Company shall so convert any records so kept
upon the request of any person entitled to inspect the same.


                                       30

<PAGE>

          6.3 REPORTS AND STATEMENTS.

                    (a) Not later than 45 days after the end of each fiscal
          quarter (other than the fourth quarter), the Company shall prepare (or
          cause to be prepared) and mail to each Member an unaudited report
          (prepared in accordance with GAAP except for the absence of footnotes)
          setting forth as of the end of such fiscal quarter:

                              (i) a consolidated balance sheet of the Company
                    and the Subsidiaries; and

                              (ii) a consolidated income statement of the
                    Company and its Subsidiaries for such fiscal quarter.

                    (b) Not later than 90 days after the end of each fiscal
          year, the Company shall prepare (or cause to be prepared) and shall
          mail to each Member, a report (prepared in accordance with GAAP)
          setting forth as of the end of such fiscal year:

                              (i) a consolidated balance sheet of the Company
                    and the Subsidiaries (which will include appropriate
                    footnote disclosure) (and a consolidated balance sheet
                    prepared on a fair market value basis provided NYSCRF has
                    provided the fair market value of the Properties to be used
                    in preparing such balance sheet at least 30 days prior to
                    the date it is due and NYSCRF shall pay the cost of auditing
                    such balance sheet (which cost, notwithstanding anything to
                    the contrary contained herein, shall not be a Company
                    Expenditure);

                              (ii) an consolidated income statement of the
                    Company and the Subsidiaries for such fiscal year;

                              (iii) a consolidated statement of cash flows of
                    the Company and the Subsidiaries for such fiscal year; and

                              (iv) a statement of changes in Members' Capital
                    Accounts for such fiscal year.

The annual financial statements referred to in item (b) above shall be
accompanied by a report of the Company's independent certified public
accountants stating that an audit of such financial statements has been made in
accordance with generally accepted auditing standards, stating the opinion of
the accountants in respect of the financial statements and the accounting
principles and practices reflected therein and as to the consistency of the
application of the accounting principles, and identifying any matters to which
the accountants take exception and stating, to the extent practicable, the
effect of each such exception on such financial statements. The Company shall
provide to any Member such


                                       31

<PAGE>

supporting schedules and other data as may from time to time be reasonably
requested by such Member relating to the presentation of the Company's financial
statements.

                    (c) Not later than 45 days after the end of each of the
          first three fiscal quarters of each fiscal year, the Company shall
          prepare (or cause to be prepared) and mail to each Member a report
          setting forth in reasonable detail a calculation of the Company's
          Operating Cash Flow and Net Disposition Proceeds for the immediately
          preceding quarter together with a comparison of the (i) Operating Cash
          Flow for the same fiscal quarter in the prior year, (ii) budgeted
          Operating Cash Flow for the quarter, based upon the Annual Business
          Plan approved by the Board covering such fiscal quarter and (iii) a
          status report of the Company's activities during such fiscal quarter
          substantially in the form of the quarterly status reports delivered in
          connection with GGP/Homart.

                    (d) Not later than 90 days after the end of each fiscal
          year, the Company shall prepare (or cause to be prepared) and mail to
          each Member a report setting forth in reasonable detail a calculation
          of the Company's Operating Cash Flow and Net Disposition Proceeds for
          the immediately preceding fiscal year together with a comparison of
          the (i) Operating Cash Flow for the prior fiscal year and (ii)
          budgeted Operating Cash Flow for the fiscal year, based upon the
          Annual Business Plan approved by the Board for such prior fiscal year.

                    (e) Concurrently with each distribution of Operating Cash
          Flow pursuant to Article V, the Company shall deliver to each Member a
          report setting forth in reasonable detail a calculation of such
          Member's Proportionate Share of the Company's Operating Cash Flow for
          the immediately preceding quarter and the amount of the distribution
          for such period.

                    (f) Concurrently with each distribution of Net Disposition
          Proceeds, the Company shall deliver to each Member a report setting
          forth in reasonable detail a description of the transaction or
          transactions giving rise to the Net Disposition Proceeds, a
          calculation of the Net Disposition Proceeds, the Member's
          Proportionate Share of such Net Disposition Proceeds and the amount of
          the Net Disposition Proceeds being distributed to such Member.

                    (g) The Company shall prepare and deliver to each Member the
          reports set forth in Schedule II.

                    (h) The Company shall prepare and deliver to each Member
          such other reports as any Member shall reasonably require.


                                       32

<PAGE>

          6.4 TAX MATTERS MEMBER. GGPLP is hereby designated as the Tax Matters
Member for the Company, which has the meaning of "tax matters partner" under
Section 6231(a)(7) of the Code; provided, however, (i) in exercising its
authority as Tax Matters Member, GGPLP shall be limited by the provisions of
this Agreement affecting tax aspects of the Company; (ii) the Tax Matters Member
shall consult in good faith with the Board regarding the filing of a Code
Section 6227(b) administrative adjustment request with respect to the Company
before filing such request, it being understood, however, that the provisions
hereof shall not be construed to limit the ability of any Member, to file an
administrative adjustment request on its own behalf pursuant to Section 6227(a)
of the Code; (iii) the Tax Matters Member shall consult in good faith with the
Board regarding the filing of a petition for judicial review of an
administrative adjustment request under Section 6228 of the Code, or a petition
for judicial review of a final partnership administrative judgment under Section
6226 of the Code relating to the Company before filing such petition; (iv) the
Tax Matters Member shall give prompt notice to the other Members of the receipt
of any written notice that the Internal Revenue Service or any state or local
taxing authority intends to examine Company income tax returns for any year,
receipt of written notice of the beginning of an administrative proceeding at
the Company level relating to the Company under Section 6223 of the Code,
receipt of written notice of the final Company administrative adjustment
relating to the Company pursuant to Section 6223 of the Code, and receipt of any
request from the Internal Revenue Service for waiver of any applicable statute
of limitations with respect to the filing of any tax return by the Company; and
(v) the Tax Matters Member shall promptly notify the other Members if the Tax
Matters Member does not intend to file for judicial review with respect to the
Company.

          6.5 TAX ELECTIONS AND RETURNS. The Tax Matters Member GGPLP shall,
from time to time, make such tax elections on behalf of the Company as it deems
necessary or desirable in its discretion to carry out the business of the
Company or the purposes of this Agreement, including elections under Section 754
of the Code. The Tax Matters Member shall cause the Company accountants to
prepare and file federal, state and local tax returns for the Company on a
timely basis, and shall furnish copies thereof to the Members with required
partnership schedules showing allocations of book and tax items.

          6.6 INTERIM ACCOUNTING. The Tax Matters Member may cause the books of
account of the Company to be closed on an interim basis when the Board deems
such closing necessary or appropriate under the circumstances, including a
transfer of Units causing a termination of the Company for tax purposes.


                                       33

<PAGE>

                                   ARTICLE VII
                         GOVERNANCE; BOARD OF DIRECTORS

          7.1 ACTION BY MEMBERS TO EFFECTUATE THIS AGREEMENT. Each Member agrees
to take all actions necessary to carry out and effectuate the provisions of this
Agreement, including to vote in a manner consistent with this Agreement and to
cause any Board Member elected by it to take such actions as are required to be
taken by this Agreement.

          7.2 BOARD.

                    (a) Except as otherwise expressly set forth herein, the
          Board of Directors of the Company shall consist of six members, and
          the holders of Class A Units (by majority vote) shall have the right
          from time to time at their election to designate three members to the
          Board (the "Class A Board Members"), and the holders of Class B Units
          (by majority vote) shall have the right from time to time at their
          election to designate three members to the Board (the "Class B Board
          Members" and, together with the Class A Board Members, the "Board
          Members").

                  (b) Members of the Board (other than Independent Board
         Members) shall not receive compensation for serving as members as the
         Board. Independent Board Members may be paid reasonable and customary
         compensation as determined by the Board. If he or she elects, a Board
         member shall be entitled to the reasonable reimbursement of his or her
         actual out-of-pocket expenses in attending Board meetings.

                    (c) To carry out the provisions of this Section 7.2, GGPLP,
          as the sole Class A Member, and NYSCRF, as the sole Class B Member,
          hereby elect the following designated persons as the initial Class A
          Board Members and the initial Class B Board Members, respectively:

          Class A Board Members   Matthew Bucksbaum
                                  John Bucksbaum
                                  Robert A. Michaels

          Class B Board Members   Marjorie Tsang
                                  Yvonne D. Nelson
                                  Frank L. Sullivan, Jr.

                    (d) Subject to Section 7.2(e), either the Class A Member or
          Class B Member may, by delivering written notice to the other, remove
          any Board Member designated by it and fill any vacancy in one or more
          of its Board Member positions. No Board Member otherwise may be
          removed and no vacancy otherwise may be filled.


                                       34

<PAGE>

                    (e) Notwithstanding anything to the contrary contained
          herein, every Class A Board Member shall also be an executive officer
          of GG Properties holding the office of executive vice president or
          higher, including Chairman of the Board.

                    (f) Except as expressly provided herein, no Member shall
          have any right to approve any action of or have any voice in the
          management of the Company, and no Member shall have authority to bind
          or otherwise act for the Company.

                    (g) Subject to the provisions of Section 7.3(a), the Members
          agree that so long as GGPLP holds more than the Class A Minimum
          Investment, the Class A Board Members shall have the right and
          authority to designate and remove all of the officers and directors or
          trustees of the Subsidiaries, subject to the approval of the Class B
          Board Members, which approval shall not be unreasonably withheld.

          7.3 OFFICERS; MANAGEMENT; RIGHTS IN THE EVENT OF CAUSE.

                    (a) Subject to the provisions of Sections 7.2(g) and 7.3(b),
          the officers of the Company and the Subsidiaries (to the extent the
          Subsidiaries have officers) shall consist of the Persons designated by
          the Board in the manner provided herein for Board actions, and such
          Persons shall serve in the offices designated by the Board until their
          respective successors are duly appointed by the Board, they resign,
          die or are removed (which the Board may do with or without cause in
          the manner provided herein for Board actions). Officers of the Company
          may not be removed except as expressly provided herein.

                    (b) So long as GGPLP holds more than the Class A Minimum
          Investment and provided both the Class A Member and Class B Member are
          entitled to designate Board Members in accordance with the provisions
          of this Agreement, the Members agree to cause the Class A Board
          Members and Class B Board Members to (i) designate the Chief Executive
          Officer, President, Chief Operating Officer, Chief Financial Officer,
          Treasurer and Secretary of GG Properties to serve ex officio as the
          Chief Executive Officer, President, Chief Operating Officer, Chief
          Financial Officer, Treasurer and Secretary of the Company and of the
          Subsidiaries (to the extent that the Subsidiaries have officers) (the
          "General Growth Officers") (and to remove any such Person who no
          longer is serving in such capacity as an officer of General Growth)
          and (ii) designate certain persons identified by any of the General
          Growth Officers as vice presidents, assistant treasurers or assistant
          secretaries of the Company and/or its Subsidiaries (and remove any
          such Person that is designated to be removed by the General Growth
          Officers). Notwithstanding anything to the contrary contained herein
          and unless and to the extent the Board otherwise


                                       35

<PAGE>

          determines, from and after the date on which GGPLP no longer holds the
          Class A Minimum Investment, the Members agree that the General Growth
          Officers shall no longer be the officers of the Company, they shall no
          longer manage the Company or the Properties, they shall no longer be
          entitled to the fees set forth in the Schedules attached hereto
          (except as expressly provided therein) and the officers shall be
          selected by the Board as reconstituted pursuant to Section 8.4(c).

                    (c) Subject to Section 7.7 hereof, the officers of the
          Company and the Subsidiaries shall be authorized to manage the
          business and affairs of the Company and the Subsidiaries in accordance
          with all Key Documents, legal requirements and the terms hereof; and,
          subject to the foregoing, the officers of the Company and the
          Subsidiaries shall have the right to take all actions on behalf of the
          Company and the Subsidiaries. The General Growth Officers, so long as
          they shall serve as the management of the Company, shall manage the
          day to day operations of the Company and each of the Properties in a
          manner substantially consistent with the management of GGPLP and GG
          Properties. Without in any way limiting the generality of the
          foregoing, the officers of the Company and the Subsidiaries shall
          manage the day to day operations of the Properties in accordance with
          the policies and other matters set forth on Schedule II. All costs and
          expenses incurred in connection with the management of the Company and
          the Subsidiaries and the ownership, operation, management and
          development of the Properties shall be paid by the Company and the
          Subsidiaries, or if paid by GGPLP or any of its Affiliates, the
          Company and the Subsidiaries shall reimburse GGPLP or its Affiliates
          therefor to the extent such costs and expenses were incurred by reason
          of acts which (i) are for or on behalf of the Company, (ii) within the
          scope of the authority granted hereunder and (iii) did not constitute
          gross negligence or willful misconduct on the part of GGPLP or its
          Affiliates; provided, however, that for so long as the General Growth
          Officers are the officers of the Company, the costs and expenses of
          the Company and the Subsidiaries listed on Schedule III shall be paid
          by GGPLP or its Affiliates and shall not be reimbursed to GGPLP or its
          Affiliates or charged to the Company or the Subsidiaries or paid from
          Company Assets. So long as the General Growth Officers are the
          officers of the Company, the Company and/or the Subsidiaries shall pay
          to GGPLP and its Affiliates (as provided below) the fees and
          reimbursable amounts with respect to the Company Assets in the amounts
          and in the manner set forth on Schedule IV. Unless otherwise approved
          by the Board, and except as may otherwise be provided in this
          Agreement, no other fee or compensation shall be paid by the Company
          and/or the Subsidiaries to GGPLP, GG Properties or any of their
          Affiliates in connection with the management of the Company and/or the
          Subsidiaries and the Company Assets. So long as


                                       36

<PAGE>

          the General Growth Officers are the officers of the Company, the
          Company and its Subsidiaries shall be authorized to enter into one or
          more agreements with GGPLP and any of its Affiliates to delegate all
          or any portion of the managerial responsibilities of the General
          Growth Officers to such entities; provided that, (i) the General
          Growth Officers shall not be relieved of their obligation to manage
          the Company or any other obligation or responsibility under this
          Agreement by reason of such delegation, (ii) the Company shall not
          incur any additional cost by reason of such delegation and (iii) GGPLP
          and any such Affiliate shall be obligated to carry out their delegated
          managerial responsibilities in accordance with the policies set forth
          on Schedule II to the extent applicable and (iv) and Board shall not
          lose any rights provided hereunder. Any such agreement entered into by
          the Company and/or its Subsidiaries, on the one hand, and GGPLP and/or
          any of its Affiliates, on the other hand, may provide that all or any
          portion of the fees and reimbursable amounts set forth on Schedule IV
          shall be paid to an Affiliate of GGPLP, rather than to GGPLP, and may
          contain customary indemnities from the Company and its Subsidiaries to
          GGPLP and such Affiliate against claims, losses, liabilities, costs
          and expenses arising out of the operation or management of Company
          Assets to the extent such management was within the scope of the
          authority expressly granted to GGPLP or such Affiliate hereunder or
          thereunder, other than claims, losses, liabilities, costs and expenses
          caused by the gross negligence or willful misconduct of GGPLP or such
          Affiliate and shall also contain customary indemnities by GGPLP or
          such Affiliate to the Company with respect to GGPLP's or such
          Affiliate's gross negligence or willful misconduct. Any such agreement
          shall be terminable by the Class B Board Members, in their sole
          discretion, immediately following the General Growth Officers ceasing
          to serve as the Company's management, GGPLP ceasing to own the Class A
          Minimum Investment or the Development Manager or the Property Manager
          ceasing by operation of law or otherwise to be GGPLP, GG Properties or
          an Affiliate of GGPLP or GG Properties (and otherwise are only
          terminable as expressly provided herein). Unless otherwise provided
          herein or approved by the Board, the Company shall not have any
          employees. Notwithstanding anything to the contrary contained herein,
          the Company shall (and shall cause the Subsidiaries to) continue to
          engage the existing property manager(s) for Carolina Place and
          Montclair Plaza through December 31, 1999 pursuant to the existing
          management agreement(s) for such Properties, and the Company and the
          Subsidiaries shall not commence paying GGPLP and/or its Affiliates the
          property management fees for Montclair Plaza and Carolina Place (which
          fees are set forth in Section 1 of Schedule IV) until January 1, 2000.


                                       37

<PAGE>

                    (d) The Class B Members shall have the right, in their sole
          discretion, to exercise the rights under Article IX or XI hereof in
          the event that Cause exists.

                    (e) For purposes of this Agreement, "Cause" shall mean, (i)
          the failure of the General Growth Officers to submit an Annual
          Business Plan to the Board as provided in Section 7.7(c) hereof, (ii)
          the failure of the General Growth Officers to obtain prior Board
          approval (as part of an approved Annual Business Plan or otherwise)
          for any of the matters enumerated in Section 7.7(d) hereof (unless
          Board approval is not required pursuant to the provisions of this
          Agreement), (iii) the General Growth Officers taking or causing the
          Company to take any action materially in contravention of an approved
          Annual Business Plan (other than actions otherwise permitted
          hereunder), (iv) a willful and material violation by GGPLP or GG
          Properties of the provisions of Section 7.10 hereof or (v) the
          engaging by any General Growth Officers, GGPLP, GG Properties, or the
          Property Manager, if any, in willful misconduct, including fraud,
          embezzlement or theft which is demonstrably and materially injurious
          to the Company; provided that Cause shall not be deemed to exist until
          the procedures set forth in Section 7.3(f) below have been complied
          with.

                    (f) If the Class B Member or Class B Board Members believe
          that an event giving rise to Cause has occurred, the Class B Members
          or Class B Board Members shall deliver a notice (the "Cause Notice")
          to the General Growth Officers setting forth with particularity the
          event giving rise to Cause and the applicable clause of Section
          7.3(e). If the event giving rise to Cause is one enumerated in Section
          7.3(e) (i), (ii) or (iii), the General Growth Officers shall have
          fifteen (15) days from the date of the delivery of such notice to cure
          the action or failure to act (or if such action or failure to act, or
          consequence of such action or failure to act, is curable but is of
          such a nature that it cannot be cured within such fifteen (15) day
          period, the General Growth Officers shall commence such cure and
          proceed diligently to Complete the curing thereof as promptly as
          practicable). The General Growth Officers shall promptly, and, in any
          event, by the end of the fifteen (15) day cure period, notify (the
          "Cure Notice") the Class B Member or any Class B Board Member that
          either (i) the event giving rise to Cause has been cured and
          specifying the actions taken in respect thereof or (ii) the event
          giving rise to Cause is curable but cannot be cured within fifteen
          (15) days and specifying the actions that have been taken and will be
          taken in respect thereof, in which case upon such cure the General
          Growth Officers will deliver a second notice stating that the event
          giving rise to Cause has been cured and specifying the actions that
          have been taken in respect thereof (the "Second Cure Notice"). Unless
          the Class B Member or such Class B Board Member reasonably objects in


                                       38

<PAGE>

          writing to the Cure Notice or the Second Cure Notice, as the case may
          be, within ten (10) days of delivery thereof, the event giving rise to
          Cause (to the extent such Cure Notice or Second Cure Notice states
          that the events giving rise to Cause have been cured) shall be deemed
          to be cured. If GGPLP wishes to contest the existence of Cause, the
          General Growth Officers shall within ten (10) days of receipt of the
          Cause Notice, or, if the Class B Member or such Class B Board Member
          has reasonably objected to the Cure Notice or the Second Cure Notice,
          as the case may be, the Class B Member or any Class B Board Member
          shall within ten (10) days of receipt of the Cure Notice or the Second
          Cure Notice, as the case may be, submit the existence of Cause to
          arbitration pursuant to Section 11.13 hereof. If the question of Cause
          or the cure thereof has been submitted to arbitration, Cause shall not
          be deemed to have occurred unless and until the arbitrators have
          reached a final decision that Cause exists or has not been cured. If
          the General Growth Officers neither submit the question of Cause to
          arbitration nor deliver a Cure Notice within the fifteen (15) day
          period following the date of the delivery of the Cause Notice, then
          Cause shall be deemed to exist on the day immediately following such
          fifteen (15) day period. During any arbitration proceeding, the
          General Growth Officers shall use all diligent and good faith efforts
          to act or cease from acting in the manner that is the subject of the
          dispute. Arbitration costs shall be charged to the losing party.

                    (g) As to the allocation among the officers of the rights,
          powers, authority and duties of the officers as a group hereunder,
          each officer shall have the rights, powers, authority and duties as
          generally pertains to his or her office or as may be specified by the
          Chief Executive Officer or the President of the Company unless
          otherwise provided herein. The Secretary shall have the duty to record
          the proceedings of the meetings of the Board and any committees in a
          book to be kept for that purpose. The Board may require any officer,
          agent or employee to give security for the faithful performance of his
          or her duties.

          7.4 CHAIRMAN OF THE BOARD. So long as the General Growth Officers are
the officers of the Company, the Members agree to cause the Class A Board
Members and Class B Board Members to designate as the Chairman of the Board and
the Subsidiaries the Board Member elected by GGPLP who holds the most senior
position at GG Properties (the "General Growth Chairman").

          7.5 COMMITTEES. The Board shall have the power to create committees,
including an executive committee and an audit committee, to designate, remove
and replace committee members and to delegate to such committees such powers and
authority as the Board may determine and as may then be permitted by the
Company's Certificate of Formation and the Act; provided, however, that so


                                       39

<PAGE>

long as the Class A Member and Class B Member are entitled to designate Board
Members in accordance with the provisions of this Agreement, (i) any committee
established by the Board shall have at least one member designated by the Class
A Board Members and at least one member designated by the Class B Board Members
unless the Board determines otherwise and (ii) subject to Section 7.2(e), the
Class A Board Members shall be exclusively entitled to designate, remove and
replace the Class A committee members and the Class B Board Members shall be
exclusively entitled to designate, remove and replace the Class B committee
members. Except as provided herein and unless the Board otherwise provides, each
committee may adopt, amend or repeal rules for the conduct of its business that
are consistent with the terms hereof. Each committee shall otherwise conduct its
business in the same manner as the Board conducts its business pursuant to this
Agreement.

          7.6. CERTIFICATE OF FORMATION; BY-LAWS. Each Member shall take all
other actions necessary and appropriate to ensure that the Company's Certificate
of Formation and By-Laws do not at any time conflict with the provisions of this
Agreement or any Key Document and shall not consent to or approve of any
amendment to the Certificate of Formation or By-Laws which would be inconsistent
with this Agreement or any Key Document.

          7.7 ACTIONS BY BOARD.

                    (a) Actions by Directors. (a) Except as otherwise provided
          herein, at such times as both Class A Units and Class B Units shall be
          outstanding, at all meetings of the Board a quorum shall exist for the
          transaction of business if at least two (2) Class A Board Members and
          two (2) Class B Board Members are present. At such times as both Class
          A Units and Class B Units shall be outstanding, at all meetings of any
          committee of the Board a quorum shall exist for the transaction of
          business if at least one member designated by the Class A Board
          Members and one member designated by the Class B Board Members are
          present, unless the Board shall determine otherwise. At all other
          times (i.e., when the Board is constituted pursuant to Section
          8.4(c)), a quorum shall exist for the transaction of business if at
          least a majority of Board or committee members are present. Actions of
          the Board or any committee thereof may be taken at meetings or by
          written consent, and any written consent shall be filed with the
          minutes of proceedings of the Board or the appropriate committee
          thereof. Attendance at any meeting may be by conference telephone or
          similar communications equipment by means of which all persons
          participating in the meeting can hear each another. In case at any
          meeting of the Board or a committee thereof a quorum shall not be
          present, the members of the Board or such committee present may
          adjourn the meeting from time to time until a quorum shall be present.


                                      40

<PAGE>

                    (b) When action is to be taken by vote of the Board or any
          committee thereof and except as otherwise provided herein, each member
          of the Board or such committee shall be accorded one vote. Except as
          otherwise provided herein (including Section 7.2 and Section 8.4(c)
          hereof), each and every corporate action taken by vote of the Board or
          any committee thereof shall be authorized only by the affirmative vote
          of the majority of the Board or committee members, as the case may be,
          present at a duly constituted meeting at which a quorum is present and
          acting throughout; provided that, at such times as both Class A Units
          and Class B Units shall be /outstanding and entitled to elect Board
          Members pursuant to this Agreement, at least one Class A Board Member
          and one Class B Board Member (in the case of Board meetings), or one
          Class A committee member and one Class B committee member (in the case
          of committee meetings), has voted in favor of such action.

                    (c) On or before December 15 of each year, commencing
          December 15, 2000, for each Property that is operating, is then under
          construction or development or is in the planning stage, the General
          Growth Officers will cause to be prepared and submitted to the Board
          for approval a proposed annual business plan (including an annual
          capital budget and operating budget and leasing guidelines to permit
          the execution of leases on behalf of the Company and its Subsidiaries
          without specific Board approval, which shall include figures for
          minimum square foot base rental, maximum tenant improvement
          allowances, maximum obligations on lease take-overs and any other
          leasing criteria proposed by the General Growth Officers) for the
          following fiscal year, such plan to be substantially in the form of
          the "Annual Business Plans" for 1999 delivered pursuant to the
          Stockholders Agreement (unless otherwise provided herein) or otherwise
          approved by the Board (each, an "Annual Business Plan") (and the
          General Growth Officers will cause to be prepared and submitted to the
          Board for approval a proposed Annual Business Plan for 2000 within 60
          days following the date hereof). The proposed Annual Business Plan
          also shall itemize each transaction or matter requiring approval of
          the Board pursuant to Section 7.7(d) below. The General Growth
          Officers also shall cause the Board to be provided with quarterly
          updates to the Annual Business Plans. A meeting of the Board to
          consider an Annual Business Plan for approval shall, unless the Board
          otherwise determines, be held no sooner than 45 days following
          submission of the proposed Annual Business Plan to the Board and no
          later than 75 days following submission thereof. Prior to such
          meeting, the General Growth Officers shall make available to the Class
          B Board Members and their representatives and advisors such backup
          information with respect to the Annual Business Plan as the Class B
          Board Members shall reasonably request and shall be reasonably


                                       41

<PAGE>

          available to consult with the Class B Board Members regarding the
          details of the Annual Business Plan. If the Board shall consider for
          adoption a proposed Annual Business Plan for any year and shall fail
          to adopt it in its entirety because of disagreement as to one or more
          items although the Board shall agree on other items, then the Board
          shall adopt as the Annual Business Plan for such year such proposed
          Annual Business Plan exclusive of the items as to which there is
          disagreement, provided, however, that if there is disagreement over
          any item of expenditure in such Annual Business Plan that is
          nondiscretionary, then the Board shall adopt such Annual Business Plan
          as it relates to such nondiscretionary item of expenditure, and
          provided further, however, that if there is disagreement over any
          discretionary item of operating expenditure in such Annual Business
          Plan, then the Board shall adopt such Annual Business Plan including
          such discretionary item of operating expenditure in an amount equal to
          the amount reasonably proposed for such operating expenditure item by
          the General Growth Officers (and, in the event that the Annual
          Business Plan otherwise has not been approved for any year, the
          General Growth Officers may cause the Company to make discretionary
          operating expenditures in such amounts as they reasonably deem
          appropriate and to expend funds for nondiscretionary items until such
          Annual Business Plan is approved). Although the General Growth
          Officers shall use reasonable efforts to include all nondiscretionary
          items in the Annual Business Plan, expenditures for nondiscretionary
          items shall not be limited by amounts set forth in an approved Annual
          Business Plan. "Nondiscretionary items" shall mean items that must be
          paid by the Company to avoid a material adverse effect on the
          business, operations or value of the assets of the Company and/or its
          Subsidiaries. Without limiting the generality of the foregoing, the
          Members acknowledge and agree that nondiscretionary items include the
          minimum amount of funds needed to (i) pay and perform when due all of
          the obligations of the Company and/or its Subsidiaries under any
          notes, mortgages and other instruments to which the Company or any
          Subsidiary is or shall be a party or by which the Company and/or its
          Subsidiaries or its or their assets are bound in connection with any
          financing, (ii) pay when due real estate and other taxes affecting the
          Company and/or its Subsidiaries and insurance premiums for the Company
          and/or Subsidiary assets and the Company and/or its Subsidiaries, and
          (iii) comply with all laws now or hereafter in force which shall be
          applicable to all or any part of the assets of the Company and/or its
          Subsidiaries and the operation and management thereof (including the
          making of capital expenditures required for such compliance) if the
          failure to comply would (A) expose the Company, any Subsidiary, any
          Member or any employee, agent, officer, director, trustee or
          contractor of the Company and/or any Subsidiary, any Member, GG
          Properties, the Development Manager or the Property Manager


                                       42

<PAGE>

          to the risk of criminal prosecution, (B) entitle any enforcing entity
          to take any action which could materially and adversely affect the
          business, operation or value of the Company and/or its Subsidiaries or
          (C) invalidate or impair any of the insurance maintained by the
          Company and/or its Subsidiaries.

                    (d) Notwithstanding anything to the contrary contained
          herein, the following matters will require approval of the Board
          (either as part of an approved Annual Business Plan or by separate
          Board action) unless any such matters have been specifically approved
          pursuant to this Agreement (including Articles VIII, IX, X or XI) or
          otherwise:

                              (i) The purchase or other acquisition by the
                    Company and/or its Subsidiaries of any material asset or
                    property or any direct or indirect interest therein, but
                    excluding purchase options where the cost of the option does
                    not exceed $500,000;

                              (ii) the sale, transfer, assignment, exchange or
                    other disposition by the Company or any of its Subsidiaries
                    of any Property or any direct or indirect interests therein
                    or any part thereof;

                              (iii) the development, redevelopment or expansion
                    by the Company or any Subsidiary of the Properties;

                              (iv) the incurrence by the Company or any
                    Subsidiary of any indebtedness for borrowed money, whether
                    secured or unsecured, or the refinancing of any indebtedness
                    for borrowed money, whether secured or unsecured (including
                    any capital lease obligation) in excess of $500,000 in the
                    aggregate in any fiscal year (excluding indebtedness for
                    borrowed money that has been approved by the Board);

                              (v) the pledge, encumbrance or subjecting to liens
                    or mortgages by the Company or any Subsidiary of any
                    Property in connection with a financing or refinancing;

                              (vi) with respect to each "Major Expense Category"
                    (as so denominated in the Annual Business Plan), the
                    expenditure by the Company and/or any Subsidiary of amounts
                    in excess of those set forth in an approved Annual Business
                    Plan, unless (A) the aggregate of all such amounts
                    (excluding nondiscretionary items and emergency expenditures
                    referred to below in excess of the amount budgeted therefor)
                    do not exceed 105% of the total expenditures set forth in
                    such Annual Business Plan for such Major Expense Category
                    (but the amount of the fees


                                       43

<PAGE>

                    identified on Schedule IV may not be increased) or (B) such
                    amounts are nondiscretionary items (as defined in Section
                    7.7(c)) or otherwise are required, in the reasonable
                    judgment of the Company's management, to be expended because
                    of an emergency involving an immediate threat to the health,
                    safety or condition of persons or property and the Company's
                    management is hereby authorized to spend such amounts
                    without further Board action (but only such amounts as are
                    required to alleviate such immediate threat);

                              (vii) the merger, consolidation, reorganization or
                    other similar transaction involving the Company or any
                    Subsidiary with or into another Person, in any such case,
                    whether in a single transaction or a series of related
                    transactions;

                              (viii) except as provided in 7.7(d)(xiv), any
                    Company or Subsidiary transaction or agreement (or amendment
                    or modification to any transaction or agreement) with,
                    involving or benefitting GGPLP, GG Properties, or an
                    Affiliate of GGPLP or GG Properties;

                              (ix) other than a dissolution pursuant to Article
                    XI, the taking of any action, including the filing of a
                    petition, with respect to (x) an assignment for the benefit
                    of creditors of the Company or any Subsidiary, (y) the
                    bankruptcy, insolvency, reorganization, dissolution or any
                    similar occurrence of the Company or any Subsidiary or (z) a
                    liquidation or any other similar occurrence, that might
                    result in the termination of the Company or any Subsidiary;

                              (x) the admission of additional Members or the
                    issuance, grant or entry into an agreement or arrangement
                    providing for options, warrants or other rights, interests
                    or securities convertible into or exchangeable for any
                    equity interests in the Company or any Subsidiary;

                              (xi) except as otherwise expressly provided herein
                    (including the provisions of Article V), the determination
                    of the amount and timing of distributions of Net Disposition
                    Proceeds and Operating Cash Flow;

                              (xii) the determination of Reserve Amounts for any
                    fiscal year;

                              (xiii) the establishment of the Company's policy
                    with respect to the appropriate levels of debt
                    capitalization of the Company;


                                       44

<PAGE>

                              (xiv) the consent to any amendments or supplements
                    to, or the making of elections or grant of waivers of
                    conditions or the enforcement of rights under, any
                    Contribution Agreement, provided, however, that in
                    connection with any Board resolutions with respect to such
                    matters and so long as the Class A Member and Class B Member
                    are entitled to designate Board Members in accordance with
                    the provisions of this Agreement, (A) the Class B Board
                    Members shall have the exclusive right to vote (and the
                    Class A Board Members shall not have the right to vote and
                    the vote of the Class A Board Members shall not be required)
                    for the approval of any such action that relates to the
                    obligations of GGPLP and its Affiliates under any
                    Contribution Agreement and (B) the Class A Board Members
                    shall have the exclusive right to vote (and the Class B
                    Board Members shall not have the right to vote and the vote
                    of the Class Board Members shall not be required) for the
                    approval of any such action that relates to the obligations
                    of NYSCRF or its Affiliates under any Contribution
                    Agreement;

                              (xv) the engagement, retention or termination by
                    the Company of any property or development manager for the
                    Properties other than GGPLP, GG Properties, or any of their
                    Affiliates;

                              (xvi) the engagement or retention by the Company
                    of any financial advisor or investment banking firm for any
                    major capital transaction or any legal counsel for any
                    material litigation;

                              (xvii) the amendment of any of the policies set
                    forth in Schedule II or any of the fees or other matters set
                    forth in Schedule IV, in each case as they relate to the
                    Company or any Subsidiary;

                              (xviii) the adoption, modification or deviation
                    from (A) an approved Annual Business Plan (except as
                    permitted hereunder, including as specified in Section
                    7.7(d)(vi)) and (B) any development budget, including the
                    Stonebriar Development Plan.

                              (xix) any action not in furtherance of the
                    Company's purpose set forth in Section 2.4.

                    (e) The Members hereby approve, and the Company shall be
          authorized to undertake, (i) the development and leasing of the
          Stonebriar Development Project and the expenditure of funds in
          connection therewith pursuant to the development plan and budget
          attached hereto as Exhibit C (such development plan and budget, as the
          same may be modified in accordance with the terms of this Agreement,
          the "Stonebriar Development Plan")


                                       45

<PAGE>

          and (ii) the operation of the Company Assets (other than the
          Stonebriar Development Project) and the expenditure of funds and/or
          incurrence of indebtedness in connection therewith pursuant to the
          existing 1999 business plans for the Company Assets for remainder of
          1999 (and each such plan shall be deemed to be an Annual Business Plan
          hereunder).

          7.8 MEETINGS OF THE BOARD.

                    (a) The Board shall meet not less frequently than three
          times per year, at such times as the Board may determine, and, if so
          determined, no notice need be given. Any failure to so meet shall not
          give rise to any presumption or inference that the Members shall have
          any liability for the obligations of the Company.

                    (b) In addition, the Board shall meet upon the request of
          any Board Member conveyed in writing to each other Board Member, at a
          time no fewer than two (2) and no more than twenty-one (21) business
          days after such notice is given, and at the Company's principal
          offices or such other place as is determined by the Board.

                    (c) Meetings of the Board shall be presided over by the
          Chairman of the Board or in the absence of the Chairman of the Board
          by the Vice Chairman of the Board, if any, or in the absence of the
          Vice Chairman of the Board by the President, or in their absence by a
          chairman chosen at the meeting. The Secretary, or in the absence of
          the Secretary, an Assistant Secretary, shall act as secretary of the
          meeting, but in the absence of the Secretary and any Assistant
          Secretary the chairman of the Board shall choose a person to act as
          Secretary.

                    (d) Whenever notice is required to be given to the Board
          members under any provision of this Agreement, a written waiver
          thereof, signed by the person entitled to notice, whether before or
          after the time stated therein, shall be deemed equivalent to notice.
          Attendance of a person at a meeting shall constitute a waiver of
          notice of such meeting, except when the person attends a meeting for
          the express purpose of objecting, at the beginning of the meeting, to
          the transaction of any business because the meeting is not lawfully
          called or convened. Neither the business to be transacted at, nor the
          purpose of, any regular or special meeting of the Board or members of
          a committee of the Board need be specified in any written waiver of
          notice.

          7.9 CONDUCT OF BUSINESS.

                    (a) To the extent consistent with the other provisions of
          this Agreement, the Company and its Subsidiaries shall


                                       46

<PAGE>

          endeavor to conduct their affairs in a manner that will not cause the
          Company or any Subsidiary to be deemed to be, and will not make any
          investment which could cause it to become, an "investment company" for
          purposes of the Investment Company Act.

                    (b) The Company and its Subsidiaries shall operate in a
          manner that will enable GG Properties and Natick Trust to (i) satisfy
          the requirements for qualifying as a real estate investment trust
          under the Code and (ii) avoid any federal income or excise tax
          liability. The foregoing is not intended to, and shall not, alter the
          relative distributions payable to the Members as set forth in Article
          V although it may affect the overall amount of distributions made in
          any year.

                    (c) The Company shall at all times, commencing with the date
          of its formation, qualify, and each Member shall cause the Company to
          operate in a manner so that it will at all times qualify as an
          "operating company" under Pension and Welfare Benefits Administration
          Regulation Section 2510.3-101 (the "Plan Asset Regulations") issued by
          the Department of Labor under Title I of the Employee Retirement
          Income Security Act of 1974, as the same may be amended from time to
          time ("ERISA") as long as equity participation by Benefit Plan
          Investors (as defined in the Plan Asset Regulations) is "significant,"
          as defined therein.

                    (d) The Company and each of its Subsidiaries shall operate
          its business and structure its investments in a manner necessary to
          avoid the realization of any "unrelated business taxable income"
          within the meaning of Section 512 of the Code ("UBTI") to any Member,
          or the realization of income that would be UBTI were a Member subject
          to the provisions of Section 511 through 514 of the Code regardless of
          its actual status thereunder, unless the Board otherwise approves.
          Without limiting the generality of the foregoing and without Board
          approval, the Company and each Subsidiary shall not knowingly, and
          each Member shall not knowingly, take any action to cause the Company
          or any Subsidiary to (i) incur any indebtedness other than (A)
          indebtedness that is incurred to acquire or improve real property
          within the meaning of Section 514(c)(9)(A) of the Code and that is not
          described in Section 514(c)(9)(B)(ii) of the Code, or (B) other
          indebtedness that will not give rise to UBTI to any Member or will not
          give rise to income that would be UBTI if a Member were subject to the
          provisions of Sections 511 through 514 of the Code regardless of its
          actual status thereunder (provided that nothing contained in this
          Section 7.9(d)(i) shall prohibit the financing or refinancing of
          Properties, including the consummation of the CMBS Financing, and the
          distribution of all or a portion of the proceeds thereof), (ii)
          guarantee the obligations of others unless such guarantee does not
          cause the


                                       47

<PAGE>

          obligation guaranteed to become a "recourse liability" within the
          meaning of Treasury Regulation Section 1.752-1(a)), or (iii) incur any
          indebtedness that would be included as a "partner non-recourse debt"
          as set forth in Treasury Regulations Section 1.704-2(b)(4) (provided
          that nothing contained in Section 7.9(d)(ii) or (iii) shall prohibit
          guarantees or indebtedness that is "partner non-recourse debt" (as
          defined above) merely because of guarantees by any of the Company, the
          Subsidiaries, GGP/Homart and/or the subsidiaries of GGP/Homart of
          obligations of any of the others or because any such person is
          otherwise liable for the obligations of any of the others). In
          furtherance of the foregoing and not in limitation thereof and without
          Board approval, the Company shall not knowingly, after making due
          inquiry (i) enter into any lease with, or borrow any amounts for the
          acquisition or improvement of any property (or any portion thereof)
          from, any person described in Section 514(c)(9)(B)(iii) or (v) of the
          Code; or (ii) enter into any lease or other arrangement with respect
          to any Property or any portion thereof if such lease or arrangement
          would result in (A) the payment of rent or any other amount to the
          landlord which depends in whole or in part on the income or profits
          derived by any person (including a tenant or a subtenant) from any
          portion of such Property (other than an amount based upon a fixed
          percentage of the receipts or sales of the tenant and, if any, the
          subtenants), (B) an obligation of the landlord to furnish or render
          any service not customarily furnished or rendered in connection with
          the rental of space for occupancy, as determined under Section 512(b)
          of the Code and any applicable Treasury regulations or (C) any portion
          of the Company's income (or loss) otherwise being UBTI. In the event
          that NYSCRF determines, in its reasonable judgment, that (i) as the
          result of any change in applicable statute, regulation or
          administrative or judicial interpretation thereof (including private
          letter rulings, technical advice memoranda and other similar
          pronouncements), any lease would cause the Company to have UBTI or
          (ii) any other arrangement entered into with respect to a Property or
          any portion thereof would cause the Company to have UBTI, the parties
          hereto agree to use their reasonable efforts (without any obligation
          to pay any amount or incur any obligation) to reform such lease or
          other arrangement, or to take any other action necessary or
          appropriate, to prevent the Company from having any UBTI.

          7.10 OTHER ACTIVITIES OF MEMBERS.

                    (a) Neither GGPLP nor GG Properties nor any of their
          Affiliates shall, directly or indirectly, as an owner, managing or
          general partner, majority or controlling stockholder, consultant,
          joint venturer, manager or otherwise, acquire, develop, redevelop,
          improve, construct or manage any regional shopping mall project, that
          is, in any such case,


                                       48

<PAGE>

          located within the trade area (as shown in red on the maps attached
          hereto as Exhibit E) of any of the mall shopping centers listed on
          Exhibit E hereto (the "Relevant Trade Area"); provided, however, that
          nothing herein shall prohibit or restrict GGPLP or GG Properties or
          any of their Affiliates from owning, operating, developing, improving,
          expanding or managing any of the mall shopping centers owned (in whole
          or in part), operated, being developed or managed, directly or
          indirectly, by any of them on the date hereof and listed on Schedule V
          hereto.

                    (b) Notwithstanding anything to the contrary in Section
          7.10(a), neither GGPLP nor GG Properties shall be in breach of Section
          7.10(a) if, in connection with the acquisition of a portfolio of three
          or more regional shopping malls or management contracts therefor,
          GGPLP, GG Properties or any of their Affiliates acquires directly or
          indirectly, or becomes the property manager or development manager
          for, any regional shopping mall project that is located within the
          Relevant Trade Area (the "Competing Asset"); provided GGPLP, GG
          Properties or such Affiliate terminates any management position with
          respect to such Competing Asset as soon as possible but no later than
          within one year after acquiring the same.

                    (c) Subject to Section 7.10(a) and (b), each Member and its
          Affiliates may engage or invest in any other activity or venture or
          possess any direct or indirect interest therein independently or with
          others. None of the Members, the Company or any other Person employed
          by, related to or in any way affiliated with any Member or the Company
          shall have any duty or obligation to disclose or offer to the Company
          or any of the Members, or obtain for the benefit of the Company or any
          of the Members, any such other activity or venture or interest
          therein. None of the Company, the Members, the creditors of the
          Company or any other person having any interest in the Company shall
          have (i) any claim, right or cause of action against any of the
          Members or any other Person employed by, related to or in any way
          affiliated with, any of the Members by reason of any direct or
          indirect investment or other participation, whether active or passive,
          in any such activity or venture therein or (ii) any right to any such
          activity or venture or interest therein or the income or profits
          derived therefrom.

          7.11 RIGHT OF PUBLIC TO RELY ON AUTHORITY OF THE MEMBERS. Nothing
herein contained shall impose any obligations on any Person or firm doing
business with the Company to inquire as to whether or not a Member or a General
Growth Officer has exceeded its authority in executing any contract, lease,
mortgage, deed or other instrument on behalf of the Company, and any such third
person shall be fully protected in relying upon such authority.


                                       49
<PAGE>

          7.12 STANDARD OF CARE. Subject to the other provisions hereof
(including Section 7.13), each of the Board Members and officers shall discharge
his or her duties in that capacity in good faith, with the care that a director
or officer, as the case may be, of a Delaware corporation would be required to
exercise and in a manner he or she believes to be in the best interests of the
Company.

          7.13 WAIVER AND INDEMNIFICATION.

                    (a) Notwithstanding anything to the contrary contained in
          this Agreement (including Section 7.12 and the Schedules attached
          hereto), neither the Members nor any Person acting on their behalf
          pursuant hereto (including the Board Members and General Growth
          Officers), shall be liable, responsible or accountable in damages or
          otherwise to the Company, any Subsidiary or to any Member for any acts
          or omissions performed or omitted to be performed by them (or any
          Person acting on their behalf, including the Board Members and the
          General Growth Officers) in connection with the management of the
          Company and/or the Subsidiaries and within the scope of the authority
          conferred upon them by this Agreement, the Board and/or the Act,
          provided that the Member's or such other Person's conduct or omission
          to act was taken in good faith and in the belief that such conduct or
          omission was in the best interests of the Company and/or the
          Subsidiaries and, provided further, that the Member or such other
          Person shall not be guilty of intentional misconduct or gross
          negligence. The Company shall, and hereby does, indemnify and hold
          harmless the Members and their Affiliates and any individual acting on
          their behalf (including the Board Members and the General Growth
          Officers) from any loss, damage, claims or liability, including
          reasonable attorneys' fees and expenses, incurred by them (i) by
          reason of any act performed by them or any Person acting on their
          behalf (including the Board Members and the General Growth Officers)
          in connection with the management of the Company and/or its
          Subsidiaries and/or any predecessors or successors thereof or thereto
          and in accordance with the standards set forth above or (ii) in
          enforcing the provisions of this indemnity. For purposes of this 7.13,
          the term "General Growth Officers" shall include the officers,
          directors and trustees of the Subsidiaries.

                    (b) Any Person entitled to indemnification under this
          Agreement shall be entitled to receive, upon application therefor
          (such application to include (i) a written affirmation of such
          person's good faith belief that he or she met the standard of conduct
          necessary for entitlement to indemnification by the Company and (ii)
          his or her written agreement to immediately repay such amount if it
          should ultimately be determined that he or she has not met such
          standard), advances to cover the reasonable costs of defending any
          proceeding against such Person; provided, however, that


                                       50

<PAGE>

          such advances shall be immediately repaid to the Company, without
          interest, if such Person is found by a court of competent jurisdiction
          upon entry of a final judgment not to be entitled to such
          indemnification.

                    (c) The indemnity obligations under this Section 7.13 shall
          be in addition to any liability which the Company otherwise may have
          to any Person entitled to receive indemnification under this
          Agreement, shall extend upon the same terms and conditions to the
          stockholders, officers, directors, partners, employees and controlling
          Persons of any such Person, and shall be binding upon and inure to the
          benefit of any successors, assigns, heirs, and personal
          representatives of the Company, any Member, and any such other Person.
          The foregoing provisions shall survive any termination of this
          Agreement or dissolution of the Company.

                    (d) The Company and the other Members shall be indemnified
          and held harmless by each Member from and against any and all claims,
          demands, liabilities, costs, damages, expenses (including reasonable
          attorneys' fees and disbursements) and causes of action of any nature
          whatsoever arising out of or incidental to the fraud, willful
          misconduct or gross negligence of such Member or any Affiliate of such
          Member.

                                  ARTICLE VIII
                           TRANSFERS OF COMPANY UNITS

          8.1 CERTAIN RESTRICTIONS. No Member shall, directly or indirectly,
Transfer any Units to any Person (any such Person in whose favor a Transfer of
Units is made, and all subsequent permitted transferees of any such Person being
referred to collectively as "Transferees" and individually as a "Transferee"),
unless approved by the Board or unless such Transfer is made pursuant to this
Article VIII or Article IX, X or XI hereof; provided, however, that nothing in
this Agreement shall restrict the Transfer of any ownership interest in any
Member unless such Member's assets consist substantially of its membership
interest in the Company, in which case the Transfer shall be deemed a Transfer
of Units. Each Member hereby agrees that it will not Transfer all or any portion
of its Units except as permitted by this Agreement, that the Company shall not
reflect on its books any Transfer of Units to any Person except in accordance
with this Agreement, and that any Transfer of Units not permitted by the
provisions of this Agreement shall be null and void ab initio.

          8.2 COMPLIANCE WITH SECURITIES LAWS. Notwithstanding anything to the
contrary contained herein, no Member shall Transfer any Units, and the Company
shall not reflect on its books any Transfer of Units, unless (a) the Transfer is
pursuant to an


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<PAGE>

effective registration statement under the 33 Act and under any applicable state
securities or blue sky laws or (b) such Member shall have furnished the Company
with evidence reasonably satisfactory to the Company that no such registration
is required. A written opinion of counsel of recognized standing to the effect
set forth in clause (b) of the preceding sentence shall satisfy the requirements
of such clause.

          8.3 TRANSFER OF OWNERSHIP INTERESTS IN AFFILIATES. Each Member hereby
agrees that the transfer by such Member of any ownership interest or right of
exclusive control, if applicable, in any Person that is its Affiliate if (i)
such Person or an Affiliate of such Person that is controlled by such Person
owns Units and (ii) such Transfer would result in such Person no longer being an
Affiliate of such Member, shall be deemed a Transfer of Units owned by such
Person; provided, however that this Section 8.3 shall in no way limit the
transfer of ownership interests or the right of exclusive control in GG
Properties or GGPLP.

          8.4. TRANSFERS OF UNITS BY MEMBERS. (a)(i) Except as otherwise
provided in this Section 8.4(a), a holder of Class A Units shall not Transfer
all or any portion of its Class A Units without the prior approval of the Board.

                              (1) Any holder of Class A Units shall have the
                    right, without the approval of the Board (but subject to the
                    provisions of Sections 8.2, 8.5-8.8 and 8.10 hereof), to
                    Transfer all or any portion of its Class A Units or any
                    direct or indirect interest therein to one or more of its
                    Affiliates (and such Affiliate or Affiliates shall have all
                    rights of the Transferor hereunder and shall be admitted as
                    a Class A Member in lieu of such Class A Member with respect
                    to the Class A Units so transferred).

                              (2) Any holder of Class A Units shall have the
                    right, without the approval of the Board and from and after
                    (but in no event sooner than) the later of the third
                    anniversary of the date hereof and the Stonebriar Grand
                    Opening (but subject to the provisions of Sections 8.2,
                    8.5-8.8 and 8.10 hereof), to Transfer all or any portion of
                    its Units to one or more Accredited Investors or to another
                    Member; provided that any such Transferee shall not have
                    (and, subject to Section 8.4(a)(ii), the Transferor shall
                    retain) the right to designate Class A Board Members but
                    otherwise shall have all rights of the Transferor hereunder
                    and shall be admitted as a Class A Member in lieu of such
                    Class A Member with respect to the Class A Units so
                    transferred.


                                       52

<PAGE>

                    (ii) If at any time the aggregate Proportionate Share of
          GGPLP and its Affiliates is not at least twenty-six percent (26%) (the
          "Class A Minimum Investment"), then the Class A Members shall
          immediately thereafter cease to be entitled to elect Class A Board
          Members in accordance with the provisions of Article VII hereof, all
          of the Board Members (including Class A Board Members and Class B
          Board Members) shall be deemed to have resigned as of such time and
          the provisions of Section 8.4 (c) shall apply.

                    (b) (i) Except as otherwise provided in this Section 8.4(b),
          a holder of Class B Units shall not Transfer all or any portion of its
          Class B Units without the prior approval of the Board.

                              (1) Any holder of Class B Units shall have the
                    right, without the approval of the Board (but subject to the
                    provisions of Sections 8.2, 8.5-8.8 and 8.10 hereof), to
                    Transfer all or any portion of its Class B Units or any
                    direct or indirect interest therein to one or more of its
                    Affiliates (and such Affiliate or Affiliates shall have all
                    rights of the Transferor hereunder and shall be admitted as
                    a Class B Member in lieu of such Class B Member with respect
                    to the Class B Units so transferred).

                              (2) Any holder of Class B Units shall have the
                    right, without the approval of the Board and from and after
                    (but in no event sooner than) the Trigger Date (but subject
                    to the provisions of Sections 8.2, 8.5-8.8 and 8.10 hereof),
                    to Transfer all or any portion of its Class B Units to one
                    or more Accredited Investors or to another Member, provided
                    that, subject to Section 8.4(b)(ii) and (iii), any such
                    Transferee shall not have (and the Transferor shall retain)
                    the right to designate Class B Board Members but otherwise
                    shall have all rights of the Transferor hereunder and shall
                    be admitted as a Class B Member in lieu of such Class B
                    Member with respect to the Class B Units so transferred.

                    (ii) If at any time the aggregate Proportionate Share of
          NYSCRF and its Affiliates is not at least twenty-six percent (26%)
          (the "Class B Minimum Investment"), then the Class B Members
          thereafter shall immediately cease to be entitled to elect Class B
          Board Members in accordance with the provisions of Article VII hereof,
          all of the Board Members (including Class A Board Members and Class B
          Board Members) shall be deemed to


                                       53

<PAGE>

          have resigned as of such time and the provisions of Section 8.4 (c)
          shall apply.

                    (iii) Notwithstanding anything to the contrary in Section
          8.4(b)(ii), the following shall apply:

                              (1) if all or a portion of the outstanding Class B
                    Units are Transferred pursuant to Section 8.4(b)(i)(2) to
                    one Person or one group of Affiliated Persons not formed for
                    the purpose of acquiring such Units (a "Permissible
                    Transferee"), and the Class B Units so Transferred represent
                    at least the Class B Minimum Investment, then such
                    Permissible Transferee shall continue to be entitled to
                    designate Class B Board Members in accordance with the
                    provisions of Article VII and the provisions of Section 7.7
                    hereof as to approval of Board actions by at least one Class
                    A Board Member and one Class B Board Member shall continue
                    to apply.

                              (2) If (A) all or a portion of the outstanding
                    Class B Units are Transferred pursuant to Section
                    8.4(b)(i)(2) to a Person not formed for the purpose of
                    acquiring such Class B Units (a "Serial Transferee") by a
                    transferor (a "Serial Transferor") such that the Serial
                    Transferor no longer has the right to designate Class B
                    Board Members pursuant to Section 8.4(b)(ii) and (2) the
                    Serial Transferee by virtue of such transfer, and any
                    previous Transfers of Class B Units by the Serial Transferor
                    to the Serial Transferee, then owns Class B Units at least
                    equal to the Class B Minimum Investment, then the Serial
                    Transferee thereafter shall have the right to designate
                    Class B Board Members in accordance with the provisions of
                    Article VII and the provisions of Section 7.7 hereof as to
                    approval of Board actions by at least one Class A Board
                    Member and one Class B Board Member shall apply.

                              (c) Notwithstanding anything to the contrary
                    contained herein:

                                        (i) In the event either the Class A
                              Members or Class B Members (but not both) shall
                              cease to be entitled to elect Board Members in
                              accordance with Article VII hereof as provided in
                              Sections 8.4(a) and (b) above, then (A) the Board
                              shall consist of seven directors, at least a
                              majority of which shall be comprised of Persons
                              independent of the holder or holders of the
                              Electing Class (each, an


                                       54

<PAGE>

                              "Independent Board Member"); (B) the holder or
                              holders of the other class of Units (the "Electing
                              Class") shall be entitled to elect six of the
                              Board Members with such Board Members to be
                              elected by the holders of a majority of the Units
                              of the Electing Class, with each Unit of the
                              Electing Class entitled to one vote; (C) the
                              holders of Units of the non-Electing Class shall
                              be entitled to elect one Board Member, with such
                              Board Member to be elected by the holders of a
                              majority of the outstanding Units of the
                              non-Electing Class voting for this purpose as a
                              class, with each Unit of such non-Electing Class
                              entitled to one vote and (D) each and every
                              corporate action taken by vote of the Board or any
                              committee thereof in accordance with the terms
                              hereof shall be authorized only by the affirmative
                              vote of the majority of Board members or committee
                              members, as the case may be, present at a duly
                              constituted meeting at which quorum is present and
                              acting throughout. For purposes of this Agreement,
                              (1) a Person shall be deemed to be an Independent
                              Board Member if such Person is not an Affiliate or
                              employee of any holder of Class A Units or Class B
                              Units, as the case may be, or any of its
                              Affiliates (and, if the Class A Members are the
                              Electing Class, a Person shall be deemed to be an
                              Independent Board Member if such Person is not an
                              Affiliate, director or employee of GG Properties,
                              GGPLP or any of their successors or any of their
                              Affiliates, (2) so long as there is an Electing
                              Class, a Board Member elected by the holders of
                              Units of the non-Electing Class shall be deemed an
                              Independent Board Member and (3) if there is no
                              Electing Class, a Person shall be deemed to be an
                              Independent Board Member if such Person is not an
                              Affiliate, director or employee of any holder of
                              Units or any of its Affiliates.

                                        (ii) in the event both the Class A
                              Members and Class B Members shall cease to be
                              entitled to elect Board Members in accordance with
                              Article VII hereof as provided in Sections 8.4(a)
                              and (b) above, (A) the Board shall consist of
                              seven Board Members, at least a majority of which
                              shall be comprised of Independent Board Members,
                              (B) the Units shall be entitled to equal voting
                              rights and powers and shall be voted together as a
                              single class with respect to all matters on which
                              Members may be entitled to vote (including the
                              election of Board Members), with each Unit
                              entitled to one vote, and (C) the approval of a
                              majority of the Board Members


                                       55

<PAGE>

                              shall be required to approve an action of the
                              Board or Committee to the extent the same is
                              required hereunder.

                              (d) The Company shall be entitled to treat the
                    record owner of any Unit as the absolute owner thereof in
                    all respects, and shall incur no liability to any purported
                    Transferee of a Unit for distributions of money or other
                    property in good faith made to the record owner of such Unit
                    until all conditions of any Transfer are satisfied in
                    accordance herewith and an instrument effecting such
                    Transfer is received by the Members and is recorded on the
                    books of the Company.

          8.5  CERTAIN PROHIBITED TRANSFERS OF UNITS BY MEMBERS

                    (a) Notwithstanding any other provision of this Agreement to
          the contrary, no Transfer of all or any portion of any Member's Units
          shall be made if such Transfer would result in:

                                   (i) the Company being required to register,
                    [or seek an exemption from registration], as an investment
                    company under the Investment Company Act;

                                   (ii) GG Properties failing to qualify as a
                    real estate investment trust under the Code;

                                   (iii) an adverse effect for income tax
                    purposes on the Company or any of the continuing Members
                    (other than a constructive termination of the Company
                    pursuant to Code Section 708(b)(1)(B); provided that, at the
                    election of the non-Transferring Member, the Transfer shall
                    be structured to avoid a termination of the Company for
                    Federal income tax purposes, including a delayed purchase of
                    up to 1% membership interest of the Transferring Member);

                                   (iv) the Company or its Subsidiaries being
                    subject to materially increased regulatory burdens;

                                   (v) a material violation or default under any
                    Key Document of the Company or any of its Subsidiaries; or

                                   (vi) a violation of any applicable statute,
                    law, ordinance, rule or regulation of any federal, state or
                    local governmental bodies, agencies or subdivisions having
                    jurisdiction over the Company and its assets.

                    (b) Notwithstanding any other provision of this Agreement to
          the contrary, without the prior written approval


                                       56

<PAGE>

          of the Class A Board Members, which approval may be given or withheld
          in the Class A Board Members sole discretion, no Transfer of all or
          any portion of any Member's Units shall be made to any Person whose
          principal business is the development or management of regional
          shopping malls other than any Person that is an insurance company, a
          pension fund, an investment company registered under the Investment
          Company Act, an investment advisor registered under the Investment
          Advisors Act of 1940, as amended, acting in its capacity as an
          investment advisor, or a fiduciary under ERISA acting in such
          capacity.

                    (c) Each Member may in its discretion require as a condition
          of any Transfer permitted under this Article VIII, the delivery of a
          written opinion of responsible counsel (who may be counsel for the
          Company), reasonably satisfactory in form and substance to such
          Member, to the effect that such Transfer would not result in any of
          the consequences set forth in the clauses of Section 8.5(a) and shall
          cover such other matters as such Member may reasonably require. In
          addition, a Person to whom a Transfer may be made pursuant to this
          Article VIII may also be required, in the discretion of each Member,
          and as a condition precedent to such Transfer, to make certain
          reasonable and customary representations, warranties and covenants.
          The Company shall cooperate with any Member making a Transfer by
          providing promptly such records and other factual information as may
          be reasonably requested with respect to any proposed Transfer provided
          that such Member and any prospective transferee that receives such
          records and information shall agree in writing to maintain the
          confidentiality thereof.

                    (d) Notwithstanding anything in this Agreement to the
          contrary (including the other sections of this Article VIII), in no
          event shall any Units be Transferred to a Person who is the subject of
          any pending bankruptcy proceedings or to a Person who is a minor or
          who otherwise lacks legal capacity, and any attempt to effect a
          Transfer to such a Person shall be void and of no effect and shall not
          bind the Company.

                    (e) Notwithstanding anything to the contrary contained in
          this Agreement (including the other sections of this Article VIII),
          any Transfer by a Member of its Units, whether direct or indirect,
          shall be made in full compliance with (i) all applicable statutes,
          laws, ordinances, rules and regulations of all federal, state and
          local governmental bodies, agencies and subdivisions having
          jurisdiction over the Company and its assets and (ii) all Key
          Documents, so that the operation of the Company can continue without
          interruption and without material violation of any applicable law or
          any of such instruments. In the event that any filing, application,
          approval or consent is required in connection with any such


                                       57

<PAGE>

          Transfer, whether by any governmental entity or other third-party, the
          Member making such Transfer shall promptly make such filing or
          application or obtain such approval or consent, at its sole expense,
          and shall reimburse the other Member for any costs or expenses
          (including reasonable attorneys' fees and disbursements) incurred by
          such non-Transferring Member in connection with any filing,
          application, approval or consent. In the event the Member making a
          Transfer shall fail to comply with its obligations hereunder, the
          other Member, upon 10 business days prior written notice to the
          Transferring Member, may do so at the sole cost and expense of the
          Transferring Member and adjourn the closing for such periods of time
          as are necessary, and all reasonable amounts so incurred by such other
          Member, including accounting, attorneys and other professional fees,
          shall be payable by the Transferring Member within 10 days after
          demand therefor.

                    (f) Notwithstanding anything to the contrary contained in
          this Agreement (including the other sections of this Article VIII),
          each Member and each Transferee of all or any part of any Units (i)
          shall at all times maintain an office or agency for the service of
          process in the United States of America, which shall also be its
          address for delivery of notices hereunder or (ii) shall be a citizen
          or national of the United States.

                    (g) If any Person acquires all or any part of the Units of a
          Member in violation of this Article VIII or any other provision
          hereof, whether by operation of law, judicial proceeding or other
          manner not expressly permitted hereunder, such Person shall have no
          rights under this Agreement with respect to the Units so acquired.

          8.6 EXPENSES OF TRANSFER. The transferring Member agrees that it will
pay all reasonable expenses, including reasonable attorneys' fees actually
incurred by the Company in connection with any Transfer of its Units.

          8.7 INDEMNIFICATION BY TRANSFEROR. In the event that the Company or
any non-transferring Member becomes involved in any capacity in any action,
proceeding, or investigation brought by or against any Person (including any
Member) in connection with any Transfer by a Member of its Units (other than a
Transfer pursuant to Article IX, X or XI hereof), the transferring Member will
periodically reimburse each of the Company and any non-transferring Member for
its reasonable legal and other expenses (including the reasonable cost of any
investigation and preparation) incurred in connection therewith. To the fullest
extent permitted by law, the transferring Member also will indemnify the Company
and any non-transferring Member against any losses, claims, damages, or
liabilities to which any of them may become subject directly as a


                                       58

<PAGE>

result of such Transfer. The reimbursement and indemnity obligations of the
transferring Member under this paragraph shall be in addition to any liability
which the transferring Member may otherwise have, shall extend upon the same
terms and conditions to the Members, stockholders, directors, officers,
employees, and controlling Persons of the Company and any non-transferring
Member, and shall be binding upon and inure to the benefit of any successors,
assigns, heirs, and personal representatives of the Company, any
non-transferring Member, and any such Persons. The foregoing provisions shall
survive any termination of this Agreement or dissolution of the Company.

          8.8 ACCEPTANCE OF PRIOR ACTS. Any Person who becomes a Member accepts,
ratifies and agrees to be bound by all actions duly taken pursuant to the terms
and provisions of this Agreement by the Company and the Members prior to the
date it became a Member and, without limiting the generality of the foregoing,
specifically ratifies and approves all agreements and other instruments as may
have been executed and delivered on behalf of the Company prior to said date and
which are in force and effect on said date.

          8.9 SUBSTITUTED MEMBERS. Except as otherwise expressly provided herein
(including Section 8.4), the Transferee of all or part of the Units of any
Member may be substituted as a Member with respect to the Units Transferred, and
shall thereupon be entitled to the rights of a Member with respect to such
Units, only upon satisfaction of the following conditions and the other
conditions specified in this Article VIII:

                                   (a) the Transferor grants the Transferee the
                    right to be admitted as a Member; and

                                   (b) each of the Members consents to such
                    substitution; provided, however, that the determination to
                    give or withhold consent to any substitution shall be and
                    remain wholly within the absolute discretion of the Members
                    whose consent may be required;

          8.10 CERTAIN CONDITIONS TO TRANSFER. As a condition precedent to any
Transfer under this Article VIII, each Transferee shall have executed and
delivered to the Company and each other Member, an instrument in form reasonably
satisfactory to each Member confirming that such Transferee agrees to be bound
by the terms of this Agreement (including this Article VIII) and shall have
submitted to the Company such evidence as a Member may reasonably request to
demonstrate that such Transfer is a permitted transfer under this Article VIII.

          8.11 DISSOLUTION OF COMPANY UPON TRANSFER. In the event of a transfer
of Units pursuant to this Article VIII, such transfer shall not cause a
dissolution of the Company under applicable law.


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<PAGE>

          8.12 EFFECT OF INITIATION OF CERTAIN PROCEDURES. Notwithstanding
anything to the contrary contained herein, once the Class A Members or the Class
B Members, as the case may be, shall have initiated the procedures set forth in
any of Articles VIII, IX, X or XI, the other Members may not initiate procedures
under any of Articles VIII, IX, X or XI until all of the rights under Articles
VIII, IX, X or XI then being exercised shall have been fully exercised,
exhausted or extinguished.

                                   ARTICLE IX
                                   PUT OPTION

          9.1 PUT OPTION. The Class B Members (acting by majority vote)
("Offerors") shall have the right, but not the obligation (the "Put Option"), to
require the Class A Members (the "Offerees") to, at the Class A Members'
election, purchase all (but not less than all) of the Units of the Offerors or
to market and sell the Company Units or the Properties (or indirect interests
therein) upon the terms and subject to the conditions contained herein. Any
action by the Offerors hereunder shall for all purposes hereunder bind and be
deemed to include all other Offerors hereunder, and any action by the Offerees
hereunder shall for all purposes hereunder bind and be deemed to include all
other Offerees hereunder.

          9.2 EXERCISE. The Put Option is exercisable only by delivery of
written notice (the "Put Notice") to the Offerees at any time from and after
(but in no event sooner than) the Trigger Date. The Put Notice shall specify
that the provisions of this Article IX are being invoked and set forth the
proposed Fair Market Value of each Property (the "Proposed Value") as reasonably
determined by the Offerors as though no Retained Debt exists. In addition, as a
condition precedent to the exercise of the Put Option and the closing of the
transactions contemplated thereby, each Offeror must be an Accredited Investor
and, as of the date of the Put Notice and the date of such closing, shall
represent, warrant and covenant to and for the benefit of Offerees that it is an
Accredited Investor, that it is acquiring any shares of GG Stock to be issued to
it pursuant to this Article IX for its own account, for investment and not with
a view to resale or distribution thereof (other than pursuant to the
registration statement described in Section 9.6) and that it will not Transfer
all or any portion of such shares in any manner which could violate or cause GG
Properties to violate applicable federal or state securities laws.

          9.3 DISSOLUTION VALUE OF THE COMPANY.

                    (a) The "Dissolution Value of the Company" shall be the
          Value of the Properties as determined pursuant to Section 9.3(b) plus
          the book value of the Other Assets as of the closing date, calculated
          in accordance with GAAP, less the amount of the liabilities of the
          Company as of the closing


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<PAGE>

          date (excluding Retained Debt, which for this purpose is not a
          Liability and is to be paid in accordance with Section 13.1),
          calculated in accordance with GAAP to the extent the same shall remain
          liabilities of the Company after closing (the "Liabilities"). The
          determination of the Accountants as to the Other Assets and the
          Liabilities shall be binding absent manifest error.

                    (b) The value of a Property ("Value") shall be the Proposed
          Value specified in the Put Notice unless the Offerees provide written
          notice to the Offerors within 45 days following the delivery of the
          Put Notice designating a different Proposed Value. In the event that
          the Offerors and the Offerees after using commercially reasonable
          efforts to do so do not agree on the Fair Market Value of any Property
          (any such agreed upon Fair Market Value being the Value) within ten
          (10) days thereafter, the Offerees, on the one hand, and the Offerors,
          on the other hand, shall each designate an Appraiser. If the Offerees,
          on the one hand, or the Offerors, on the other hand, fail to select an
          Appraiser within 10 days following the end of such ten (10) day
          period, the party failing to designate an Appraiser shall forfeit its
          right to select an Appraiser, and the Appraiser designated by the
          other party shall alone make the determinations to be made by the
          Appraisers herein. Within ten (10) days thereafter, the Appraisers
          designated by the Offerors and the Offerees shall collectively select
          a third Appraiser. If no third Appraiser is selected within such time
          period or if neither the Offerors nor Offerees select an Appraiser in
          a timely manner, the Appraisal Institute shall select an Appraiser
          upon the request of either the Offerors or the Offerees. Within thirty
          (30) days of the selection of the last Appraiser to be selected in
          accordance with the terms hereof, the Appraisers or Appraiser, as the
          case may be, shall (by majority vote) select as the Value of each
          Property the Proposed Value which they believe is closest to the Fair
          Market Value of such Property (and the Appraisers may select no amount
          other than the Proposed Value designated by either the Offerors or the
          Offerees as the Value of such Property), and deliver written notice of
          the same to the Members.

                    (c) Except as provided in Section 9.4, the fees and expenses
          of the Appraisers shall be borne (i) by the Offerors if the difference
          between the Offerors' Proposed Values for all Properties and the
          Values of the Properties as finally determined pursuant to this
          Article IX is greater than the difference between the Offerees'
          Proposed Values for all Properties and the Values of the Properties as
          finally determined pursuant to this Article IX, (ii) by the Offerees
          if the first such difference is less than the second and (iii)
          otherwise equally by the Offerors and the Offerees.


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<PAGE>

          9.4 RIGHT OF OFFERORS TO WITHDRAW PUT NOTICE. Upon receipt of written
notice of the determination of the Value of all Properties in accordance with
Section 9.3 hereof, the Offerors (by majority vote) shall have sixty (60) days
to withdraw, by written notice to the Offerees, the Put Notice in the event the
aggregate Value of all Properties is less than Offerors' aggregate Proposed
Values for all Properties. If within such sixty (60) day period, the Offerors
shall not have withdrawn the Put Notice, the Put Notice shall become effective.
The last day of such sixty (60) day period (or, where the Offerors have no right
to withdraw, the date upon which the Members have received written notice of the
Value of all Properties) is referred to herein as the "Put Notice Effective
Date". In the event of the withdrawal of the Put Notice, the Offerors shall pay
all costs and expenses of all Appraisers, the Offerors may not again deliver a
Put Notice until the last day of the eighteenth full calendar month following
the withdrawal of the Put Notice and the Offerors shall have no right to again
withdraw a Put Notice if a Put Notice is given thereafter.

          9.5 OPTION OF CLASS A MEMBERS. Upon the Put Notice Effective Date, the
Offerees shall have the right to either (a) purchase all of the Offerors' Units
for a purchase price and upon the other terms provided in Section 9.6 hereof or
(b) elect to market and sell the Company Units or the Properties (or indirect
interests therein) in accordance with Section 9.7 hereof. The Offerees may
exercise such right by written notice to the Offerors, delivered within sixty
(60) days after the Put Notice Effective Date, of its election (each such
notice, a "Put Response Notice"). If the Class A Members shall not deliver a Put
Response Notice within such sixty (60) day period, the Class A Members shall be
deemed to have elected the alternative set forth in clause (b) above.

          9.6 PURCHASE OF OFFERORS' UNITS. If the Offerees elect to purchase all
of the Offerors' Units pursuant to Section 9.5 above, the following shall apply:

                    (a) The purchase price for the Offerors' Units (the "Put
          Purchase Price") shall equal the product of the aggregate
          Proportionate Shares of the Offerors multiplied by the Dissolution
          Value of the Company.

                    (b) The Put Purchase Price shall be paid in cash; provided,
          however, that GG Properties shall have the right, but not the
          obligation (exercisable by delivering notice to Offerors within sixty
          (60) days following the Put Notice Effective Date), to acquire all or
          part of the Offerors' Units upon the terms provided herein. If GG
          Properties exercises such right, any references herein to Offerees
          shall be deemed to include GG Properties, the Put Purchase Price in
          respect of such Units shall be paid by delivery, in accordance with
          the terms hereof, of a number of shares of GG Stock equal to the
          quotient of such Put Purchase Price divided by the Ten Day


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<PAGE>

          Average General Growth Share Price. Neither Offerors nor Offerees
          shall buy or sell or induce any Person to buy or sell (including
          without limitation short sell) any shares of Common Stock during the
          ten Trading Days following the date the Put Response Notice is given.

                    (c) The closing of the purchase and sale of the Offerors'
          Units shall take place at the offices of counsel to the Offerees and
          shall occur on the date that is not later than one hundred eighty
          (180) days following the date the Put Response Notice is given (but,
          in the case where GG Properties has elected to purchase the Offeror's
          Units, 10 business days following the date the Put Response Notice is
          given) unless the Members shall have agreed upon a different date in
          writing. At such closing, (i) the Offerors shall deliver to the
          Offerees reasonable and customary instruments of transfer sufficient
          to Transfer to the Offerees the Offerors' Units, free and clear of any
          Liens other than Liens created by, through or under the Offerees or
          Liens created in connection with Company financing (such instruments
          to contain surviving representations and warranties concerning due
          organization or formation, due authorization, execution and delivery
          and the absence of Liens (other than as permitted hereby) and no other
          representations and warranties), (ii) the Offerees shall deliver to
          the Offerors the Put Purchase Price in immediately available funds
          and/or by delivery of a certificate or certificates representing
          shares of GG Stock, as the case may be, equal in the aggregate to the
          Put Purchase Price, (iii) each of the Offerors and the Offerees shall
          (and shall cause their respective Affiliates to) take such other
          actions as shall be reasonably requested by the others to consummate
          the purchase and sale of the Offerors' Units as contemplated by this
          Article IX (including, if required, delivering notices to tenants
          relating to the sale and purchase, using commercially reasonable
          efforts (without being obligated to pay any amount or incur any
          obligation) to obtain tenant, lender, ground lessor or joint venturer
          consents and executing and delivering all amendments to fictitious
          name, limited liability company or similar certificates necessary to
          effect the withdrawal of the Offerors from the Company and, if
          applicable, the termination of the Company), (iv) the Offerors shall
          discharge of record all Liens, if any, affecting the Offerors' Units
          other than Liens permitted hereby (and, if the Offerors fail to do so,
          the Offerees may use any portion of the Put Purchase Price to pay and
          discharge any such Liens (other than Liens permitted hereby) and any
          related expenses and may adjourn the closing for such reasonable
          period not to exceed 30 days as may be necessary for such purpose),
          (v) the Offerees shall deliver to the Offerors an executed agreement
          indemnifying the Offerors against claims with respect to the Company
          arising from and after the closing and (vi) the portion of the Put
          Purchase Price attributable to the Other


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<PAGE>

          Assets and/or the Liabilities may (notwithstanding anything to the
          contrary contained herein) be estimated at closing and adjusted
          between the parties within ninety (90) days thereafter based on the
          final determination of the Other Assets and the Liabilities.

                    (d) The Offerors and the Offerees will bear pro rata in
          accordance with their Proportionate Shares all transfer costs
          (including any transfer, deed, stamp or other similar taxes, recording
          fees and, subject to the terms of Section 13.1, prepayment penalties).
          At the election of the Offerees, the purchase and sale will be
          structured to avoid a termination of the Company for Federal income
          tax purposes (including a delayed purchase of up to a 1% membership
          interest of Offerors). If the Offerees or Offerors shall default in
          closing the purchase and sale to the Offerors, then the non-defaulting
          Members may pursue their remedies at law or in equity (including an
          action for specific performance). If a material casualty or
          condemnation shall occur prior to the closing date, then the Offerees
          shall have the right, upon written notice, to terminate their
          obligations to purchase Offerors' Units. If a casualty loss shall
          occur which is not material and the closing shall occur, the Offerees
          shall be entitled to receive the entire net proceeds of any insurance
          paid or payable in connection therewith (other than proceeds of rent
          insurance with respect to the period up to the date of sale, which
          shall be shared by the Members as other items are shared as provided
          herein). For purposes of this Section 9.6(d), a material casualty or
          condemnation shall be one which results in damage or a loss in an
          amount greater than five percent (5%) of the Value of the Properties
          as determined in accordance with this Article IX.

                    (e) If any purchase pursuant to this Article IX is subject
          to the premerger notification and reporting requirements of the
          Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
          ("HSR"), and the rules and regulations thereunder (the "Rules"), then
          the Offerors and the Offerees shall use their respective reasonable
          best efforts to (i) duly file with the Federal Trade Commission
          ("FTC") and the Antitrust Division of the Department of Justice (the
          "Antitrust Division"), no later than the thirtieth (30th) day after
          the date the Put Response Notice is given, fully completed premerger
          notification and report forms which include a request for early
          termination of the waiting period pursuant to Section 7A(b)(2) of HSR
          and Rule 803.11 thereunder, and (ii) respond in a timely manner to all
          oral or written requests from the FTC or the Antitrust Division for
          additional information or documentary materials. Notwithstanding the
          foregoing, Offerees shall not be obligated to contest any action or
          decision taken by the FTC or the Antitrust Division challenging the
          consummation of the


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<PAGE>

          acquisition of the Offerors' Units by the Offerees or otherwise agree
          to the imposition of any material restriction on the business or the
          operations of the Offerees or any of the Offerees' Affiliates. The
          filing fees incurred in connection with the premerger notification and
          report forms shall be borne by Offerors.

                    If the Offerors and the Offerees have complied with the
          provisions of the immediately preceding paragraph but the applicable
          waiting period under HSR with respect to the purchase of the Offerors'
          Units pursuant to this Article IX has not expired or been terminated
          by the closing date set forth in this Section 9.5, then,
          notwithstanding anything to the contrary in this Section 9.5, the
          closing date shall be extended to the fifth business day after all
          applicable waiting periods under HSR have expired or been terminated.
          From and after the original closing date set forth in this Section
          9.5, the Offerors and the Offerees shall continue to use their
          respective reasonable best efforts to cause the applicable waiting
          period under HSR to be terminated.

                    (f) To the extent required to enable Offerees to publicly
          distribute any GG Stock received by them pursuant to this Article IX,
          GG Properties shall prepare and file with the Commission promptly
          following the closing of the purchase and sale pursuant to which such
          GG Stock was issued a shelf registration statement under the 33 Act
          registering such GG Stock. GG Properties shall maintain the
          effectiveness of such shelf registration statement with respect to
          such GG Stock, and shall include the Offerors as selling stockholders
          with respect to such shelf registration statement, to the extent the
          public distribution of such GG Stock would otherwise be prohibited
          under the 33 Act. All expenses of such shelf registration of GG Stock
          required by this Section 9.6 (g) shall be paid by GG Properties (but
          the Offerors shall be responsible for all brokerage fees and
          underwriting commissions). Upon the happening of any event during the
          period such registration statement is effective which in the judgment
          of GG Properties makes any statement made in such registration
          statement or the prospectus constituting a part thereof untrue in any
          material respect or which requires the making of any changes in such
          registration statement or prospectus in order to make the statements
          therein not misleading (an "Event"), GG Properties promptly shall
          prepare and file a supplement or post-effective amendment to such
          registration statement or prospectus or any document incorporated
          therein by reference or file any other required document so that, as
          thereafter delivered to the purchasers of the shares of GG Stock, such
          prospectus will not contain any untrue statement of a material fact or
          omit to state a material fact necessary to make the statements
          therein, in light of the circumstances under which they were made, not


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<PAGE>

          misleading; provided, however, that the obligation to prepare and file
          any such supplement or post-effective amendment or other document
          shall be suspended if GG Properties, relying upon advice of counsel,
          determines that disclosure of any information required to be included
          therein would be adverse to its interests. Upon receipt of a notice
          from GG Properties of the happening of any Event, Offerees shall
          forthwith discontinue disposition of securities pursuant to such
          registration statement until Offerors' receipt of the copies of a
          supplemented or amended prospectus. If requested by Offerors that are
          selling such GG Stock with a value of $50,000,000.00 or more pursuant
          to an underwritten offering, GG Properties will reasonably cooperate
          with Offerors in connection with such underwritten offering,
          including, upon request, entering into and performing its obligations
          under a customary underwriting agreement (which may include
          representations, warranties and indemnities customarily given by GG
          Properties to its underwriters) with the underwriters of such
          offering; provided that GG Properties shall have the right to select
          the lead or managing underwriter for such offering (such underwriter
          to be either Goldman, Sachs & Co. or one of the top three lead
          underwriters of REIT equity securities for the immediately preceding
          completed calendar year) and Offerors shall reimburse GG Properties
          for all reasonable attorneys' fees incurred by GG Properties in
          connection with such underwritten offering.

                    (g) After the date of the Put Response Notice until the
          closing of the purchase of the Offerors' Units by the Offerees
          pursuant to this Section 9.6, the transferring Members shall retain
          all rights with respect to their Units, including the right to select
          Board Members and to receive distributions paid or made with respect
          to such Units.

          9.7 SALE OF COMPANY

                    (a) In the event that the Offerees elect (or are deemed to
          have elected) to market and sell the Company Units or the Properties
          (or indirect interests therein) pursuant to Section 9.5(b) hereof, the
          Offerees shall use commercially reasonable best efforts for a period
          of 90 days after such election (or deemed election) to market the
          Company Units or the Properties (and/or the direct or indirect
          interests therein) for sale to one or more bona-fide third party
          purchasers in one or more arms-length transactions in accordance with
          the provisions of this Section 9.7; and, upon execution of a letter of
          intent (a "Letter of Intent") with one or more of such purchasers and
          subject to the provision of Section 9.7(c) and the other provisions of
          this Article IX, Offerors shall use commercially reasonable best
          efforts to sell or cause the sale of the Company Units, the Properties
          or the direct or indirect interests therein to such purchaser or
          purchasers in accordance with the terms of such Letter of Intent and
          the provisions of this Section 9.7.


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<PAGE>

                    (b) In the event that one or more Letters of Intent for the
          sale of the Company Units, the Properties and/or the direct or
          indirect interests therein are not fully executed and delivered within
          ninety (90) days following the election (or deemed election) of the
          Offerees pursuant to Section 9.5(b), the Offerors thereafter shall
          have the right for an additional ninety days to direct the marketing
          of the Company Units, the Properties and/or the direct or indirect
          interests therein to one or more bona fide third party purchasers in
          one or more arms-length transactions in accordance with the provisions
          of this Section 9.7; and, upon execution of a Letter of Intent with
          one or more of such purchasers and subject to the provisions of
          Section 9.7(c) and the other provisions of this Article IX, to sell or
          cause the sale of the Company Units, the Properties or the direct or
          indirect interests to such purchaser or purchasers in accordance with
          the terms of such Letter of Intent and the provisions of this Section
          9.7. The rights of the purchaser or purchasers of Company Units and/or
          Properties (or direct or indirect interests therein) under any Letter
          of Intent shall be subject to the rights of the Offerees under Section
          9.7(d) hereof.

                    (c) Unless otherwise approved by the Board, the sales price
          (net of credits and prorations) for the Company Units or Properties
          (or direct or indirect interests therein) payable by a bona-fide third
          party purchaser pursuant to this Section 9.7 (the "Net Sales Price")
          shall be no less than 95% of the Dissolution Value of the Company (for
          purposes of this Section 9.7, the Dissolution Value of the Company
          shall be calculated without reduction for Retained Debt or other
          Liabilities to the extent that the selling Members directly or
          indirectly remain responsible to pay such other Liabilities following
          the purchase and sale other than by reduction of the purchase price)
          and shall be payable and paid in cash. No sale of the Units or
          Properties (or indirect interests therein) may be consummated unless a
          Letter of Intent substantially reflecting the terms of this Section
          9.7, including Section 9.7(d), has been executed with respect thereto
          within either of the 90-day periods described above and no sale may be
          consummated later than six months following such 90-day period (unless
          the delay was due to the bad faith of Offerees).

                    (d) In the event that the Net Sales Price for the Company
          Units or Properties (or direct or indirect interests therein) based on
          the purchase price set forth in a fully-signed Letter of Intent is
          less than the Dissolution Value of the Company but at least 95% of the
          Dissolution Value of the Company, the Offerees shall have the right,
          exercisable by delivery of written notice to the Offerors within 30
          days


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<PAGE>

          from the date of Offerees' receipt of such fully signed Letter of
          Intent, to purchase the Offerors' Units for a purchase price equal to
          the product of the Proportionate Share of the Offerors multiplied by
          the Net Sales Price and otherwise on the terms, provisions and
          conditions as are contained in such Letter of Intent. If the Offerees
          exercise such right in accordance with the foregoing provisions, the
          Offerees shall be bound to purchase the Units of the Offerors in
          accordance with such Letter of Intent (as modified in this Section
          9.7) and the Offerors shall be bound to sell their Units to Offerees
          on such terms. In the event that the Offerees deliver written notice
          of rejection to the Offerors or in the event that the Offerees fail to
          exercise their right as to the Offerors' Units in the manner required
          by this Section 9.7, the Offerors shall be free to cause (and to cause
          the Company and its Subsidiaries to cause) the sale of the Company
          Units or Properties (or the direct or indirect interests therein) to
          the purchaser or purchasers identified in such Letter of Intent upon
          terms not materially more favorable to the purchaser or purchasers
          than the terms contained in such Letter of Intent. In the event the
          terms of the sale of Company Units or Properties (or direct or
          indirect interests therein) become materially more favorable to the
          purchaser or purchasers, no sale, transfer, assignment or conveyance
          of the Company Units or Properties (or interests therein) may be made
          unless the provisions of this Section 9.7(d) are again complied with.
          Upon the sale of the Properties, the rights of GGPLP, GG Properties
          and its Affiliates as to property and other management thereof (and
          any agreements in respect thereof) shall terminate.

                    (e) In connection with the marketing and sale of the Company
          Units or the Properties (or direct or indirect interests therein)
          pursuant to this Section 9.7, (i) the Offerors or the Offerees, as the
          case may be, shall cause the Company to engage an investment banker or
          other broker that is reasonably satisfactory to the others and on
          customary terms (including the payment of customary fees and the
          making of customary representations, warranties and indemnities) to
          assist in the sale of the Company Units or Properties (or direct or
          indirect interests therein) (and the fees of such Person shall be
          borne by the Members pro rata in accordance with their Proportionate
          Shares), and (ii) each of Offerors and the Offerees shall (and shall
          cause each of its respective Affiliates to) execute and deliver such
          documents and take such other actions as the others shall reasonably
          request in order to consummate the transactions contemplated by this
          Section 9.7, including making or granting such representations,
          warranties and indemnities as are reasonable and customary in similar
          transactions and executing and delivering such instruments of
          conveyance as may be reasonably required to convey the Units or the
          Properties (or direct or indirect interests therein) in accordance
          with this Section 9.7.


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<PAGE>

                    (f) Notwithstanding anything to the contrary contained
          herein, if the Members cause the sale of Company Units or the
          Properties (or interests therein) to be sold to a bona fide third
          party purchaser or purchasers in accordance with the terms hereof, at
          the closing of such sale, such third party purchaser shall pay to the
          Members or the Company (or its Subsidiary, as appropriate), in
          immediately available funds, the entire purchase price to be paid for
          the same (and, if paid to the Company or any Subsidiary, such purchase
          price shall be distributed to the Members in accordance with the
          distribution provisions set forth in Article V with respect to Net
          Disposition Proceeds).

          9.8 PRIORITY. Notwithstanding anything to the contrary contained
herein, from and after the delivery of a Put Notice, the Class A Members shall
not have the right to Transfer their Units pursuant to Article VIII or deliver a
Buy-Sell Notice pursuant to Article X hereof and the Class B Members shall not
have the right to deliver a Dissolution Commencement Notice pursuant to Article
XI hereof or Transfer their Units unless the Put Notice shall have been
withdrawn pursuant to the provisions of Section 9.4 hereof or the provisions of
this Article IX otherwise have been carried out.

                                    ARTICLE X
                                 BUY-SELL RIGHT

          10.1 BUY-SELL RIGHT. The Class A Members (acting by majority vote)
shall have the right (the "Buy-Sell Right") to require the Class B Members to,
at the Class B Members' sole election, sell all of their Units to the Class A
Members or purchase all of the Class A Member's Units upon the terms contained
herein. Any action by the Class A Members hereunder shall for all purposes
hereunder bind and be deemed to include all other Class A Members hereunder, and
any action by the Class B Members hereunder shall for all purposes hereunder
bind and be deemed to include all other Class B Members hereunder.

          10.2 EXERCISE. The Buy-Sell Right is exercisable only by delivery of
written notice (the "Buy-Sell Notice") to the Class B Members at any time from
and after (but in no event sooner than) the later of the third anniversary of
the date hereof and the Stonebriar Grand Opening. The Buy-Sell Notice shall
specify that the provisions of this Article X are being invoked and shall
contain a value designated by the Class A Members for all of the Properties (the
"Buy-Sell Designated Values").

          10.3 OPTION OF CLASS B MEMBERS. Upon receipt of the Buy-Sell Notice,
the Class B Members (acting by majority vote) shall have


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the right to either (a) purchase all of the Class A Members' Units or (b) sell
all of the Class B Members' Units to the Class A Members, in each case upon the
terms contained herein. The Class B Members may exercise such right by written
notice to the Class A Members, delivered within sixty (60) days after the
Buy-Sell Notice is given, of its election (each such notice, a "Buy-Sell
Response Notice"). If the Class B Members shall not deliver a Buy-Sell Response
Notice within such sixty (60) day period, the Class B Members shall be deemed to
have elected the alternative set forth in clause (b) above. After the date of
the Buy-Sell Response Notice until the closing of the purchase by the Transferee
Members pursuant to this Article X, the Transferring Members shall retain all
rights and obligations with respect to their Units, including the right to
select Board Members and to receive distributions paid or made with respect to
such Units.

          10.4 PURCHASE PRICE; PAYMENT OF PURCHASE PRICE; CLOSING.

                    (a) The purchase price for the Units of the Transferring
          Members (the "Buy-Sell Purchase Price") shall equal the product of the
          Dissolution Value of the Company (calculated using the Buy-Sell
          Designated Values as the Values of the Properties) multiplied by the
          Proportionate Share of the Transferring Members, and the Buy-Sell
          Purchase Price shall be paid in cash.

                    (b) The closing of the purchase and sale of Units pursuant
          to the Buy-Sell Right shall take place at the offices of counsel to
          the Class B Members and shall occur on the date that is no sooner than
          thirty (30) days and no later than one hundred eighty (180) days after
          the Buy-Sell Response Notice (or, where no Buy-Sell Response Notice is
          given, the last day for giving the Buy-Sell Response Notice) unless
          the Members shall have agreed upon a different date in writing. At
          such closing, (i) the Transferring Members shall deliver to the
          Transferee Members reasonable and customary instruments of transfer
          sufficient to Transfer to the Transferee Members the Units of the
          Transferring Members, free and clear of any Liens other than Liens
          created by, through or under the Transferee Members or Liens created
          in connection with Company financing (such instruments to contain
          surviving representations and warranties concerning due organization
          or formation, due authorization, execution and delivery and the
          absence of Liens (other than as permitted hereby) and no other
          representations and warranties), (ii) the Transferee Members shall
          deliver to the Transferring Members the Buy-Sell Purchase Price in
          immediately available funds (iii) each of the Members shall take and
          shall cause their respective Affiliates to take such other actions as
          shall be reasonably requested by the others to consummate the purchase
          and sale of Units as contemplated by this Article X (including, if
          required, delivering notices to tenants relating to the sale and
          purchase, using


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          commercially reasonable efforts (without being obligated to pay any
          amount or incur any obligation) to obtain tenant, lender, ground
          lessor or joint venturer consents and executing and delivering all
          amendments to fictitious name, limited liability company or similar
          certificates necessary to effect the withdrawal of the Transferring
          Members from the Company and, if applicable, the termination of the
          Company), (iv) the Transferring Members shall discharge of record all
          Liens affecting the Transferee Members' Units, if any, other than
          Liens permitted hereby (and, if the Transferring Members fail to do
          so, the Transferee Members may use any portion of the Buy-Sell
          Purchase Price to pay and discharge any such Liens (other than Liens
          permitted hereby) and any related expenses and may adjourn the closing
          for such reasonable period not to exceed 30 days as may be necessary
          for such purpose), (v) the Transferee Members shall deliver to the
          Transferring Members an executed agreement indemnifying the
          Transferring Members against claims with respect to the Company
          arising from and after the closing and (vi) the portion of the
          Buy-Sell Purchase Price attributable to the Other Assets and/or the
          Liabilities may (notwithstanding anything to the contrary contained
          herein) be estimated at closing and adjusted between the parties
          within 90 days thereafter based on the final determination of the
          Other Assets and the Liabilities.

                    (c) The Transferring Members and the Transferee Members will
          bear pro rata in accordance with their Proportionate Shares all
          transfer costs (including any transfer, deed, stamp or other similar
          taxes, recording fees and, subject to the terms of Article XIII,
          prepayment penalties). At the election of the Transferee Member, the
          purchase and sale will be structured to avoid a termination of the
          Company for Federal income tax purposes (including a delayed purchase
          of up to a 1% membership interest of Transferring Members). If the
          Transferee Members or the Transferring Members shall default in
          closing the purchase and sale to the Transferee Members, then the
          non-defaulting Members may pursue their remedies at law or in equity
          (including an action for specific performance). If a material casualty
          or condemnation shall occur prior to the closing date, then the
          Transferee Members shall have the right, upon written notice, to
          terminate their obligations to purchase Transferring Members' Units.
          If a casualty loss shall occur which is not material and the closing
          shall occur, the Transferee Members shall be entitled to receive the
          entire net proceeds of any insurance paid or payable in connection
          therewith (other than proceeds of rent insurance with respect to the
          period up to the date of sale, which shall be shared by the Members as
          other items are shared as provided herein). For purposes of this
          Section 10.4(c), a material casualty or condemnation shall be one
          which results in damage or a loss in an amount greater than five
          percent (5%) of the Buy-Sell Designated Values.


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<PAGE>

                    (d) If any purchase pursuant to this Article X is subject to
          the premerger notification and reporting requirements of HSR and the
          Rules, then the Members shall use their respective reasonable best
          efforts to (i) duly file with the FTC and the Antitrust Division, no
          later than the thirtieth (30th) day after the date the Buy-Sell
          Response Notice is given (or, where no Buy-Sell Response Notice is
          given, the last day for giving the Buy-Sell Response Notice), fully
          completed premerger notification and report forms which include a
          request for early termination of the waiting period pursuant to
          Section 7A(b)(2) of HSR and Rule 803.11 thereunder, and (ii) respond
          in a timely manner to all oral or written requests from the FTC or the
          Antitrust Division for additional information or documentary
          materials. Notwithstanding the foregoing, the Transferee Members shall
          not be obligated to contest any action or decision taken by the FTC or
          the Antitrust Division challenging the consummation of the acquisition
          of the Transferring Members' Units by the Transferee Members or
          otherwise agree to the imposition of any material restriction on the
          business or the operations of the Transferee Members or any of their
          Affiliates. The filing fees incurred in connection with the premerger
          notification and report forms shall be borne by the Class A Members.

                    If the Members have complied with the provisions of the
          immediately preceding paragraph but the applicable waiting period
          under HSR with respect to the purchase of the Transferring Members'
          Units pursuant to this Article X has not expired or been terminated by
          the closing date set forth in this Section 10.4, then, notwithstanding
          anything to the contrary in this Section 10.4, the closing date shall
          be extended to the fifth business day after all applicable waiting
          periods under HSR have expired or been terminated. From and after the
          original closing date set forth in this Section 10.4, the Members
          shall continue to use their respective reasonable best efforts to
          cause the applicable waiting period under HSR to be terminated.

          10.5 PRIORITY. Notwithstanding anything to the contrary contained
herein, from and after the delivery of a Buy-Sell Notice, the Class B Members
shall not have the right to Transfer their Units pursuant to Article VIII or
deliver a Put Notice pursuant to Article IX hereof or a Dissolution Commencement
Notice pursuant to Article XI hereof.

                                   ARTICLE XI
                            SPECIAL DISSOLUTION RIGHT

          11.1 SPECIAL DISSOLUTION RIGHT. The Class B Members (acting by
majority vote) shall have the right (the "Dissolution Right") to require that,
at the Class A Members' election, (a) certain Company


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Properties be distributed to the Class B Members or (b) the Class A Members'
purchase all of the Class B Members' Units upon the terms contained herein. Any
action by the Class A Members hereunder shall for all purposes hereunder bind
and be deemed to include all other Class A Members hereunder, and any action by
the Class B Members hereunder shall for all purposes hereunder bind and be
deemed to include all other Class B Members hereunder.

          11.2 EXERCISE. The Dissolution Right is only exercisable by delivering
a written notice (the "Dissolution Commencement Notice") to the Class A Members
from and after (but in no event sooner than) the Trigger Date. The Dissolution
Commencement Notice shall specify that the provisions of this Article XI are
being invoked and include Proposed Values for the Company Properties.

          11.3 DISSOLUTION VALUE OF THE COMPANY. Upon receipt of a Dissolution
Commencement Notice, the Dissolution Value of the Company shall be determined in
the manner specified in Section 9.3.

          11.4 RIGHT TO WITHDRAW DISSOLUTION COMMENCEMENT NOTICE. Upon
determination of the Value of the all Properties as provided above, the Class B
Members (by majority vote) shall have sixty (60) days to withdraw, by written
notice to the Class A Members, the Dissolution Commencement Notice in the event
the aggregate Value of all Properties is less than the Class B Members'
aggregate Proposed Values for all Properties. If within such sixty (60) day
period the Class B Members shall not have withdrawn the Dissolution Commencement
Notice, the Dissolution Commencement Notice shall become effective. The last day
of such sixty (60) day period (or, where the Class B Members have no right to
withdraw, the date upon which the Members have received written notice of the
Value of all Properties) is referred to herein as the "Dissolution Commencement
Notice Effective Date". In the event of a withdrawal of the Dissolution
Commencement Notice, the Class B Members shall pay all costs and expenses of all
Appraisers, the Class B Members may not again deliver a Dissolution Commencement
Notice until the last day of the eighteenth full calendar month following the
withdrawal of the Dissolution Commencement Notice and the Class B Members shall
have no right to again withdraw a Dissolution Commencement Notice if a
Dissolution Commencement Notice is given thereafter.

          11.5 OPTION OF CLASS A MEMBERS. Upon the Dissolution Notice Effective
Date, the Class A Members shall have the right to either (a) purchase all of
Class B Members' Units or (b) elect to distribute certain of Properties, in each
case in accordance with the provisions hereof. The Class A Members may exercise
such right by written notice to the Class B Members, delivered within sixty (60)
days after the Dissolution Notice Effective Date, of its election (each such
notice, a "Dissolution Response Notice"). If the Class A Members shall not
deliver a Dissolution Response Notice within such sixty (60) days period, the
Class A Members shall be deemed to have elected the alternative set forth in
clause (b) above.


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          11.6 PURCHASE OF CLASS B MEMBERS' UNITS. If the Class A Members elect
to purchase all of the Class B Members' Units pursuant to Section 11.5 above,
the following shall apply:

                    (a) The purchase price for the Class B Members' Units (the
          "Dissolution Purchase Price") shall equal the product of the aggregate
          Proportionate Shares of the Class B Members multiplied by the
          Dissolution Value of the Company, and the Dissolution Purchase Price
          shall be paid in cash.

                    (b) The closing of the purchase and sale of the Class B
          Members' Units shall take place at the offices of counsel to the Class
          A Members and shall occur on the date that is no later than one
          hundred eighty (180) days after the Dissolution Response Notice is
          given unless the Members shall have agreed upon a different date in
          writing. At such closing, (i) the Class B Members shall deliver to the
          Class A Members reasonable and customary instruments of transfer
          sufficient to Transfer to the Class A Members the Units of the Class B
          Members, free and clear of any Liens other than Liens created by,
          through or under the Class A Members or Liens created in connection
          with Company financing (such instruments to contain surviving
          representations and warranties concerning due organization or
          formation, due authorization, execution and delivery and the absence
          of Liens (other than as permitted hereby) and no other representations
          and warranties), (ii) the Class A Members shall deliver to the Class B
          Members the Dissolution Purchase Price in immediately available funds
          (iii) each of the Members shall take and shall cause their respective
          Affiliates to take such other actions as shall be reasonably requested
          by the others to consummate the purchase and sale of Units as
          contemplated by this Article XI (including, if required, delivering
          notices to tenants relating to the sale and purchase, using
          commercially reasonable efforts (without being obligated to pay any
          amount or incur any obligation) to obtain tenant, lender, ground
          lessor or joint venturer consents and executing and delivering all
          amendments to fictitious name, limited liability company or similar
          certificates necessary to effect the withdrawal of the Class B Members
          from the Company and, if applicable, the termination of the Company),
          (iv) the Class B Members shall discharge of record all Liens affecting
          the Class B Members' Units, if any, other than Liens permitted hereby
          (and, if the Class B Members fail to do so, the Class A Members may
          use any portion of the Dissolution Purchase Price to pay and discharge
          any such Liens (other than Liens permitted hereby) and any related
          expenses and may adjourn the closing for such reasonable period not to
          exceed 30 days as may be necessary for such purpose), (v) the Class A
          Members shall deliver to


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          the Class B Members an executed agreement indemnifying the Class B
          Members against claims with respect to the Company arising from and
          after the closing and (vi) the portion of the Dissolution Purchase
          Price attributable to the Other Assets and/or the Liabilities may
          (notwithstanding anything to the contrary contained herein) be
          estimated at closing and adjusted between the parties within ninety
          (90) days thereafter based on the final determination of the Other
          Assets and the Liabilities.

                    (c) The Class A Members and the Class B Members will bear
          pro rata in accordance with their Proportionate Shares all transfer
          costs (including any transfer, deed, stamp or other similar taxes,
          recording fees and, subject to the terms of Article XIII, prepayment
          penalties). At the election of the Class A Members, the purchase and
          sale will be structured to avoid a termination of the Company for
          Federal income tax purposes (including a delayed purchase of up to a
          1% membership interest of Class B Members). If the Class A Members or
          the Class B Members shall default in closing the purchase and sale to
          the Class A Members, then the non-defaulting Members may pursue their
          remedies at law or in equity (including an action for specific
          performance). If a material casualty or condemnation shall occur prior
          to the closing date, then the Class A Members shall have the right,
          upon written notice, to terminate their obligations to purchase the
          Class B Members' Units. If a casualty loss shall occur which is not
          material and the closing shall occur, the Class A Members shall be
          entitled to receive the entire net proceeds of any insurance paid or
          payable in connection therewith (other than proceeds of rent insurance
          relating to the period up to the date of sale, which shall be shared
          by the Members as other items are shared as provided herein). For
          purposes of this Section 11.6(c), a material casualty or condemnation
          shall be one which results in damage or a loss in an amount greater
          than five percent (5%) of the Dissolution Purchase Price.

                    (d) If any purchase pursuant to this Article XI is subject
          to the premerger notification and reporting requirements of HSR and
          the Rules, then the Members shall use their respective reasonable best
          efforts to (i) duly file with the FTC and the Antitrust Division, no
          later than the thirtieth (30th) day after the date the Dissolution
          Response Notice is given, fully completed premerger notification and
          report forms which include a request for early termination of the
          waiting period pursuant to Section 7A(b)(2) of HSR and Rule 803.11
          thereunder, and (ii) respond in a timely manner to all oral or written
          requests from the FTC or the Antitrust Division for additional
          information or documentary materials. Notwithstanding the foregoing,
          the Class A Members shall not be obligated to contest any action or
          decision taken by the


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          FTC or the Antitrust Division challenging the consummation of the
          acquisition of the Class B Members' Units by the Class A Members or
          otherwise agree to the imposition of any material restriction on the
          business or the operations of the Class A Members or any of their
          Affiliates. The filing fees incurred in connection with the premerger
          notification and report forms shall be borne by the Class B Members.

                    If the Members have complied with the provisions of the
          immediately preceding paragraph but the applicable waiting period
          under HSR with respect to the purchase of the Class B Members' Units
          pursuant to this Article XI has not expired or been terminated by the
          closing date set forth in this Section 11.6, then, notwithstanding
          anything to the contrary in this Section 11.6, the closing date shall
          be extended to the fifth business day after all applicable waiting
          periods under HSR have expired or been terminated. From and after the
          original closing date set forth in this Section 11.6, the Members
          shall continue to use their respective reasonable best efforts to
          cause the applicable waiting period under HSR to be terminated.

                    (e) After the date of the Dissolution Response Notice until
          the closing of the purchase of the Class B Members' Units by the Class
          A Members pursuant to this Article XI, the Class B Members shall
          retain all rights with respect to their Units, including the right to
          select Board Members and to receive distributions paid or made with
          respect to such Units.

          11.7 DISTRIBUTION OF PROPERTIES.

          (a) If the Class A Members elect to distribute certain of the
Company's Properties or the Company's direct or indirect interests therein
(together with associated liabilities) pursuant to Section 11.5 hereof, the
Company's Properties (together with associated liabilities) shall be divided
among the Class A Members, on the one hand, and the Class B Members, on the
other hand, by having each select Properties on an alternating one-by-one basis
(with the Class B Members being entitled to the first selection) until either
the Class A Members or the Class B Members have selected Properties having a
Dissolution Value equal to their Proportionate Share of the Dissolution Value of
all of the Company's Properties with any remaining Properties going to the other
party or parties.

          (b) The "Dissolution Value of a Property" shall be the Value of the
Property, determined in accordance with Section 9.3 above, plus the book value
of the Other Assets as of the date of distribution (including Cash Reserves and
other non-operating assets) that are attributable or allocable to such Property
less the Liabilities as of the date of distribution (including corporate level
liabilities) that are associated with or allocable to such


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Property (excluding Retained Debt, which for this purpose is not a Liability and
is to be paid in accordance with Section 13.1). The determination of the
Accountants as to the Other Assets and the Liabilities (and the allocation
thereof among the Properties) shall be binding.

          (c) All Properties selected by the Class B Members or any direct or
indirect interests therein (together with associated liabilities) will be
distributed to the Class B Members in exchange for all of their Units, and the
Class B Members shall thereafter no longer be Members of the Company and such
Properties shall no longer be owned by the Company or any Affiliate thereof for
any purpose, including with respect to governance, distributions, valuation or
management (and the other Properties shall continue to be owned by the Company
and its Subsidiaries and the Class A Members shall continue to own their Units
in the Company). Upon distribution of Properties to the Class B Members, any
management agreements between GGPLP, GG Properties or any Affiliate of either of
them shall terminate without further action except for the provisions thereof
which expressly survive the termination thereof. During the period prior to the
distribution, the risk of casualty, damage or condemnation or other adverse
change with respect to any Property to be distributed to the Class B Members
shall be borne by the Class B Members and with respect to any Property to be
retained by the Company shall be borne by the Company, provided, however, that
any insurance proceeds payable with respect thereto (other than proceeds of rent
insurance relating to the period up to the date of sale, which shall be shared
by the Members as other items are shared as provided herein) shall, with respect
to a Property to be distributed to the Class B Members, be paid to the Class B
Members, and with respect to a Property to be retained by the Company, be paid
to the Company. Notwithstanding anything to the contrary contained herein, the
equity interests in the Entities directly or indirectly owning the Properties
that otherwise are to be distributed to the Class B Members may be distributed
to the Class B Members in lieu of the distribution of such Properties to the
Class B Members.

          (d) The closing of the distribution of the Properties to be
distributed to the Class B Members (together with associated or allocable
liabilities) shall take place at the offices of the counsel to the Class A
Members and shall occur on a date that is no less than 30 days and no more than
180 days after the date on which such Properties to be distributed were selected
unless the Members shall have agreed upon a different date in writing. At such
closing, (i) the Members (or their respective Affiliates) shall cause the
Company to deliver to the Class B Members (or their designees) reasonable and
customary instruments of transfer sufficient to Transfer to the Class B Members
(or their designees) the Properties selected by the Class B Members for
distribution (or the Company's direct or indirect interests therein), any
personal, intangible or tangible property related thereto and the Company's


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(or its Subsidiaries') interest in all of the leases, contracts and other third
party agreements relating to the operation and maintenance of such Properties
(such instruments to contain surviving representations and warranties concerning
due organization or formation and due authorization, execution and delivery and
no other representations and warranties), (ii) the Class B Members shall deliver
to the Class A Members reasonable and customary instruments of transfer and
assumption sufficient to Transfer to the Class A Members the Class B Members'
Units, free and clear of any Liens other than Liens created by, through or under
the Class A Members or Liens created in connection with Company financing, and
sufficient to effect the assumption by the Class B Members of all liabilities
associated with or allocable to the Properties directly or indirectly
distributed to them (such instruments to contain surviving representations and
warranties concerning due organization or formation, due authorization,
execution and delivery and the absence of Liens (other than as permitted hereby)
and no other representations and warranties), (iii) the Class B Members shall
discharge of record all Liens and encumbrances affecting the Class B Members'
Units if any other than as permitted hereby, and (iv) each of the Members shall
take and shall cause their respective Affiliates to take such other actions as
shall be reasonably requested by the others to consummate the transactions as
contemplated by this Article XI (including the execution and delivery of all
amendments to fictitious name, limited liability company or similar certificates
necessary to effect the withdrawal of the Class B Members from the Company and,
if applicable, the termination of the Company). The Class A Members, on the one
hand, and the Class B Members, on the other hand, will bear pro rata in
accordance with their Proportionate Shares all transfer costs (including any
transfer, deed, stamp or other similar taxes, recording fees, title insurance
premiums, costs of surveys and, subject to the terms of Article XIII, any
prepayment penalties and other amounts payable to lenders (other than prepayment
penalties and other amounts payable in respect of Retained Debt). In connection
with the distributions pursuant to this Article XI, the Class B Members shall
have the right to receive title insurance policies and surveys reflecting such
distributions and otherwise reflecting the condition of title and survey matters
as of the closing date for the Properties distributed to them and the Class A
Members shall have the right to receive title insurance policies and surveys
reflecting such distributions and otherwise reflecting the condition of title
and survey matters as of the closing date for the other Properties.

          (e) The Class B Members shall indemnify the Company and the Class A
Members against any losses, claims, damages or liabilities arising out of or
relating to the Properties (and associated liabilities) distributed to the Class
B Members (other than losses, claims, damages or liabilities that were created
and known by the Class A Members and not disclosed to Class B Members). The
Company and the Class A Members shall indemnify the Class B Members against


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any losses, claims, damages or liabilities (other than losses, claims, damages
or liabilities that were created and known by the Class B Members and not
disclosed to the Class A Members) arising out of or relating to the Properties
(and associated liabilities) retained by the Company or distributed to the Class
A Member.

          (f) Each of the Members will and shall cause its respective Affiliates
to cooperate with the others to facilitate the distribution of Properties
contemplated by this Section 11.7, including with respect to (i) delivering
required notices to tenants relating to the distribution, (ii) using
commercially reasonable efforts (without being obligated to pay any amount or
incur any obligation) to obtain tenant, lender, ground lessor or joint venturer
consents, if required, (iii) using commercially reasonable efforts (without
being obligated to pay any amounts or incur any obligation) to eliminate any
cross-collateralized or cross-defaulted financings between the properties
selected by the Class B Members, on the one hand, and the other Properties, on
the other hand, including by agreeing to encumber properties not designated for
transfer. If the Class A Members or the Class B Members shall default in closing
the distributions contemplated by this Article XI, then the non-defaulting
Members may pursue their remedies at law or in equity (including an action for
specific performance).

          (g) If as a result of the selection process described above, one party
shall be entitled to Properties that have an aggregate Dissolution Value (based
on the Dissolution Value of the Properties obtained pursuant to this Section
11.7) in excess of such party's Proportionate Share of the Dissolution Value of
all of the Company's Properties, then such party shall pay a cash adjustment to
the other party. Such cash adjustment shall be paid on the date the distribution
of Properties is made.

          (h) If at the time a distribution of Properties is to be made and
subject to the obligations of the Members hereunder to repay certain of the
Retained Debt, a Property (an "Impaired Property") cannot be distributed due to
an inability to remove it from a cross-collateralized or cross-defaulted pool,
the inability to obtain a necessary consent or any other similar matter, then
such Property shall be retained by the Company and the Members shall reselect
the Properties that remain in the Company and that were selected after the
Impaired Property was selected, on an alternating one-by-one basis.

          11.8 PRIORITY. Notwithstanding anything to the contrary in Article
VIII, X or XI, from and after the delivery of a Dissolution Commencement Notice
by the Class B Members, the Class B Members shall not have the right to deliver
a Put Notice pursuant to Article IX or Transfer their Units pursuant to Article
VIII and the Class A Members shall not have the right to deliver a Buy-Sell
Notice pursuant to Article X or Transfer their Units pursuant to


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Article VIII unless the Class B Group has withdrawn such Dissolution
Commencement Notice pursuant to Section 11.4.

                                   ARTICLE XII
                           DISSOLUTION AND TERMINATION

          12.1 DISSOLUTION. Unless otherwise expressly provided herein to the
contrary, the Company shall continue in effect until dissolved and wound up upon
the occurrence of any one or more of the following events:

                    (a) the termination, dissolution, insolvency, bankruptcy or
          withdrawal of any Member (other than in connection with a valid
          transfer of Units in accordance with the terms hereof) unless the
          Board elects to continue the business of the Company;

                    (b) the decision of the Board to dissolve the Company;

                    (c) the sale of all or substantially all of the Company
          Assets and the receipt of all consideration therefor except that if
          non-monetary consideration is received upon such disposition, the
          Company shall not be dissolved pursuant to this clause until such
          consideration is converted into money or money equivalent; and

                    (d) dissolution required by operation of law.

          Dissolution of the Company caused by a Member in contravention of this
Agreement shall be a violation of this Agreement and the other Member shall have
all rights and remedies provided under applicable law and, in addition thereto,
the right to any and all damages at law or in equity resulting from such
violation of this Agreement. To the extent permissible by law, whether or not
the business of the Company is continued by the non-defaulting Member, such
non-defaulting Member shall be permitted to withhold the defaulting Member's
share of Company property the defaulting Member would otherwise be entitled to
under this Article XII upon the winding-up and termination of the Company as
collateral security for the obligations such defaulting Member may have to the
non-defaulting Member in connection with the operation and dissolution of the
Company.

          12.2 ACCOUNTING. Upon the dissolution of the Company, a proper
accounting shall be made of the assets and liabilities of the Company, including
all Operating Cash Flow and Net Disposition Proceeds, and the Capital Account of
each Member as of the date of dissolution and of the items of Net Income and Net
Loss of the Company from the date of the last previous accounting to the date of
dissolution. The financial statements and reports specified in Section 6.3 shall
be prepared by the Liquidating Member and


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distributed to each Member as though the date of dissolution were the last day
of the then current fiscal year and shall reflect such accounting. The
Liquidating Member shall also prepare a report (and deliver the same to each of
the Members) setting forth in reasonable detail the manner and disposition of
assets.

          12.3 WINDING-UP.

                    (a) Winding-Up. Upon the dissolution of the Company, the
          affairs of the Company thereafter shall be wound up and terminated as
          promptly as practicable in an orderly and businesslike and
          commercially reasonable manner, and the Members shall continue to
          share Net Income, Net Loss, Net Operating Cash Flow, Net Disposition
          Proceeds and other items of the Company during the winding-up period
          in accordance with the provisions of Articles IV and V hereof. Subject
          to the provisions of Article VII, the winding-up of the affairs of the
          Company and the distribution of its assets shall be conducted
          exclusively by the Liquidating Member in accordance with the
          provisions hereof. In considering the sale of any Company Assets, the
          Board may determine to defer the sale of all or any portion of the
          Company Assets if deemed necessary or appropriate to realize the Fair
          Market Value of any such Company Assets.

                    (b) Termination. Upon the completion of the winding up of
          the Company and the distribution of all Company assets, the Company
          shall terminate and the Liquidating Member shall have the authority to
          execute and record any and all other documents required to effectuate
          the termination of the Company and the Members shall cooperate in the
          execution and delivery of any such reasonable documents required to
          effectuate the termination of the Company.

          12.4 LIQUIDATING DISTRIBUTION. In the event of the dissolution of the
Company for any reason, the Company assets shall be liquidated for distribution
in the following rank and order:

                    (a) first, to the payment and discharge of all the Company's
          debts and liabilities in the order of priority as provided by law;

                    (b) second, to the establishment of any necessary reserves
          to provide for contingent liabilities or obligations of the Company as
          determined by the Board in its commercially reasonable judgment, if
          any; and

                    (c) the balance, if any, to the Members pro rata in
          accordance with their respective positive Capital Accounts, after
          giving effect to all contributions, distributions and allocations for
          all periods, including the period during which such distributions
          occur.


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          12.5 DISTRIBUTIONS IN ACCORDANCE WITH CAPITAL ACCOUNTS. In the event
the Company is "liquidated" within the meaning of Regulation Section
1.704-1(b)(2)(ii)(g) (the "Liquidation Event"), distributions shall be in
accordance with their respective positive Capital Accounts in compliance with
Regulation Section 1.704-1(b)(2)(ii)(b)(2), such distributions to be made on or
before a date (the "Final Liquidation Date") no later than the later to occur of
(i) the last day of the taxable year of the Company in which the Liquidation
Event occurs and (ii) ninety days after the date of such Liquidation Event. If
the Board determines that the distributions will not be timely made as provided
in foregoing paragraph (a), all of the assets and liabilities of the Company
shall be distributed in trust with such person as may be selected by the Board,
as trustee; the purpose of the trust is to allow the Company to comply with the
timing requirements contained in foregoing paragraph (a). The trustee of said
trust shall distribute the former Company assets (however constituted, enhanced
or otherwise) as promptly as he deems proper and in the same manner as directed
in this Section 12.5 (without regard to this sentence or the preceding sentence)
and otherwise as required hereunder. The trust shall be terminated as soon as
possible after the trust property is distributed to the beneficiaries thereof.

          12.6 NEGATIVE CAPITAL ACCOUNTS. No Member shall have an obligation to
the Company or any other Member to restore to zero any negative balance in its
Capital Account.

          12.7 DISTRIBUTIONS IN KIND. Company Assets may not be distributed in
kind without the approval of the Board.

          12.8 NO REDEMPTION. The Company may not acquire, by redemption or
otherwise, any Units of any Member.

          12.9 GOVERNANCE. Notwithstanding a dissolution of the Company, until
the termination of the business of the Company, the affairs of the Members, as
such, shall be continue to be governed by this Agreement. The Liquidating Member
shall be subject to the same restrictions on transactions with related parties
or involving conflicts of interest as applied prior to the dissolution of the
Company, including the consent requirements set forth herein for any such
transaction.

          12.10 RETURN OF CAPITAL. No Member shall have any right to receive the
return of its Capital Contribution or to seek or obtain partition of assets of
the Company, other than as provided in this Agreement.


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                                  ARTICLE XIII
                        MATTERS RELATING TO RETAINED DEBT

          13.1 PAYMENT OF RETAINED DEBT.

                    (a) Each Member's Capital Account, as of the date hereof,
          reflects the agreed upon value of the property contributed to the
          Company pursuant to the Contribution Agreements without regard to the
          existence of any Retained Debt. For income tax reporting and for all
          other purposes under this Agreement, the GGPLP Retained Debt and
          NYSCRF Retained Debt shall be treated as the indebtedness of GGPLP and
          NYSCRF, respectively.

                    (b) Each Member shall pay the principal, interest and other
          amounts (including prepayment penalties) in respect of the Retained
          Debt of such Member as and when due and payable.

                    (c) Each Member shall prepay and otherwise discharge the
          Retained Debt of such Member in respect of any Property (including
          payment of prepayment penalties) in the event that such Property (or
          any direct or indirect interest therein) is Transferred (other than to
          another Subsidiary), and each Member shall prepay and otherwise
          discharge all of the Retained Debt of such Member (including payment
          of prepayment penalties) in the event that the Company dissolves and
          is liquidated and wound-up or such Member Transfers all of its Units
          to the other Member or Members or other Person (other than an
          Affiliate of the Transferring Member) pursuant to this Agreement
          (unless the Transferee Person assumes responsibility for the
          obligations hereunder relating to such Retained Debt). A payment
          required to be made pursuant to this subsection (c) shall be made
          concurrent with or prior to the Transfer of Properties or Units to
          which such payment relates or the dissolution, liquidation and
          winding-up of the Company, as the case may be.

                    (d) Each Member may, at any time and from time to time,
          prepay all or a portion of its Retained Debt.

          13.2 FAILURE TO MAKE PAYMENTS IN RESPECT OF RETAINED DEBT.

                    (a) If a Member determines that another Member has failed to
          pay any principal, interest or other amount required pursuant to this
          Article XIII, such Member shall send a written notice (the "Retained
          Debt Default Notice") to such other Member, notifying such other
          Member of its failure to make such payment, the amount of such
          payment, the date such payment was due, and requesting that such
          payment be paid immediately.

                    (b) If a Member fails to make a payment of principal,
          interest or other amount required under this Article XIII within 15
          days after receiving the Retained Debt Default Notice, then such
          Member shall be in default (the Member in default is referred to as a
          "Retained Debt Defaulting Member" and the amount that such Defaulting
          Member failed to


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          contribute is referred to as the "Retained Debt Default Amount") and
          the Members that are not Default Members (the "Retained Debt
          Non-Defaulting Members") may (i) pay (and hereby are granted a power
          of attorney to pay) the Retained Debt Default Amount (which shall be
          deemed to be a loan by the Retained Debt Non-Defaulting Members to the
          Retained Debt Defaulting Members) and/or (ii) pursue their other
          rights and remedies hereunder and, subject to the terms hereof, at law
          or in equity. Any such loan (a "Retained Debt Default Loan") shall
          bear interest at the per annum rate equal to Prime plus 4% and shall
          be payable on demand. The foregoing power of attorney and the power of
          attorney granted pursuant to Section 14.2(b) are special powers of
          attorney coupled with an interest, are irrevocable and shall survive
          the dissolution of each Member and shall survive the delivery of an
          assignment by a Member of the whole or any portion of its Units.

          13.3 INDEMNIFICATION. In addition to the obligations pursuant to
Section 13.1 hereof, each Member agrees to indemnify, defend (with counsel
reasonably approved by the Company) and hold harmless the Company and the
Subsidiaries, the direct or indirect directors, officers, members, partners,
shareholders, employees, representatives and agents of the Company and the
Subsidiaries and their successors and assigns (collectively, the "Indemnitees"),
from and against any claims, actions, proceedings, judgments, obligations,
damages, penalties, costs, expenses, liabilities of any kind or nature or
losses, including sums paid in settlement of claims and reasonable attorneys'
fees, paralegals' fees and expenses, court costs (including any such fees and
expenses incurred in enforcing this Agreement or collecting any sums due
hereunder), and fees of consultants and experts (collectively, the "Costs") that
arise directly or indirectly from the Retained Debt of such Member (other than a
Cost resulting from the breach by the Company or an Indemnitee of the provisions
hereof).

          13.4 SECURITY INTEREST.

                    (a) Each Member hereby assigns and grants to the other
          Member a first priority lien upon, and a security interest in, all of
          the Units of such Member and all amounts, payments and proceeds
          distributable or payable to such Member by the Company, now or in the
          future, as collateral security for the payment and performance of such
          Member's obligations under this Article XIII and Article XIV. Each
          Member shall execute such confirmation and financing statements as the
          other Member shall reasonably request in order to perfect and maintain
          the perfection of the lien and security interest herein granted. Any
          transfer of the Units of a Member shall be subject to such lien and
          security interest. Unless either Member becomes a Defaulting Member,
          such Member shall remain entitled to receive distributions in
          accordance with Article V hereof and exercise all other rights in
          respect of its Units.


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                    (b) If (and only if) either Member becomes a Defaulting
          Member and except as otherwise provided herein, all amounts, payments
          and proceeds which may become distributable or payable by the Company
          to such Defaulting Member shall be paid to the Non-Defaulting Members
          and shall become additional collateral hereunder.

                    (c) This Agreement shall constitute a security agreement
          under the Uniform Commercial Code. If (and only if) a Member becomes a
          Defaulting Member, the Non-Defaulting Members may exercise any of the
          rights and remedies of a secured party under the Uniform Commercial
          Code with respect to the Units of the Defaulting Member, including the
          right to sell, assign and deliver such Units, or any part thereof, at
          public or private sale. At any such sale, the Non-Defaulting Members
          shall, subject to then applicable law, have the right to purchase the
          Units of the Defaulting Member or any part thereof, and may credit
          against the purchase price therefor all or any part of the amount owed
          to the Non-Defaulting Members by the Defaulting Member. Each Member
          recognizes that if it becomes a Defaulting Member, the Non-Defaulting
          Members may be unable to effect a public sale of all or a part of its
          Units because of certain prohibitions contained in the 33 Act and in
          applicable state securities laws and, therefore, may be compelled to
          resort to one or more private sales to a restricted group of offerees
          and purchasers who fulfill certain suitability standards and agree,
          among other things, to acquire the interest of the Defaulting Member
          for their own account, for investment and not with a view to
          distribution or resale. Each Member agrees that the Non-Defaulting
          Members shall have no obligation to delay the sale of such interest
          for the period of time necessary to permit the offering and sale of
          such interest to be registered for public sale under the 33 Act and
          applicable state securities laws, or to incur the expense of such
          registration. Each Member consents that private sales made under the
          foregoing circumstances shall be deemed to have been made in a
          commercially reasonable manner. Each Member agrees that written notice
          sent to the Defaulting Member ten (10) business days prior to the date
          of public sale of such Units or ten (10) business days prior to the
          date after which private sale or any other disposition of the Units of
          the Defaulting Member will be made shall constitute reasonable notice
          (all other notices, demands, or advertisements of any kind being
          hereby expressly waived), but notice given in any other reasonable
          manner or at any other reasonable time shall be sufficient.

                    (d) The security interests granted and created under this
          Article shall have priority over all security interests granted to
          secure any loans made to such Member (which security interests to a
          lender shall only be made in accordance with and to the extent
          permitted by Article VIII


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          hereof). Any lender making a loan secured by a security interest in
          the collateral described in subsection (a) of this Section and/or in
          the Units of a Member, by its acceptance thereof, acknowledges and
          consents to the superior priority of the security interest granted by
          each Member to the other Members under this Agreement, regardless of
          the date on which the security interest held by such lender is
          perfected under the Uniform Commercial Code.

                    (e) All Members agree that, notwithstanding anything to the
          contrary (including but not limited to any order of recording and/or
          priority of Form UCC-1 financing statements), the security interests
          of all Non-Defaulting Members that are granted and created pursuant to
          this Section shall be equal in priority, and that the security
          interest of one Non-Defaulting Member shall never be deemed to be
          inferior or superior, or subordinated or paramount, to the security
          interest of another Non-Defaulting Member; provided, however, that the
          Members agree that when more than one Non-Defaulting Member is
          entitled to all or any part of any amounts or proceeds arising out of
          or derived from any security interests granted and created under this
          Section 13.4 each Non-Defaulting Member shall share in the amounts and
          proceeds arising out of or derived from such security interests in the
          proportion that its Units bears to the aggregate total of all
          Non-Defaulting Members' Units similarly entitled. The Members agree
          that all Non-Defaulting Members shall, upon a Member's default,
          consult and cooperate with one another prior to taking, and throughout
          the course of, any action relating to the enforcement and/or
          foreclosure of any security interest created pursuant to this Section
          but that such cooperation shall not be deemed to require that a
          Non-Defaulting Member agree with any other Non-Defaulting Member's
          proposed action.

          13.5 OTHER MATTERS RELATING TO RETAINED DEBT.

                    (a) The Company shall cause the Subsidiaries to timely
          comply with all of the obligations of the Subsidiaries under the
          Retained Debt Loan Documents (other than the obligation to pay
          principal, interest and other amounts thereunder).

                    (b) Notwithstanding anything to the contrary contained
          herein, each Member shall have the right to direct the Company and/or
          the Subsidiaries to amend or modify the Retained Debt Loan Documents
          or take other actions in respect of the Retained Debt of such Member
          (in each case, upon such terms as such Member deems appropriate)
          without the approval of the Board or the other Members, and the
          Company shall comply, and cause the Subsidiaries to comply, with any
          such directions; provided, however, that no Member shall have the
          right to increase the principal amount or extend the term of, or
          otherwise materially increase the obligations of the Company


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          and/or the Subsidiaries in respect of, the Retained Debt of such
          Member without Board approval (other than to extend or replace the
          Retained Debt for an additional three years).

                    (c) Notwithstanding anything to the contrary contained
          herein, the Company shall not, and shall cause the Subsidiaries not
          to, amend or modify the Retained Debt Loan Documents or take other
          actions in respect of the Retained Debt of any Member, including
          prepayment of the Retained Debt, without the prior written consent of
          the Board and such Member.

                                   ARTICLE XIV
                        ADDITIONAL CAPITAL CONTRIBUTIONS

          14.1 ADDITIONAL CAPITAL CONTRIBUTIONS.

                    (a) In the event that the Company officers determine that
          the funds of the Company and/or the Subsidiaries are insufficient at
          any time or from time to time to pay the costs of the construction of
          the Stonebriar Development Project in accordance with the Stonebriar
          Development Plan (or the costs of any other project that has been
          approved by the Board and as to which all Members have agreed to
          require additional Capital Contributions), the Company officers shall
          deliver to the Members a funding notice (each, a "Funding Notice")
          specifying the amount of the funds required at such time (each, a
          "Required Funds Amount") and such Member's Proportionate Share
          thereof. Each Member shall, within fifteen (15) days after a Funding
          Notice is given, pay its Proportionate Share of the applicable
          Required Funds Amount to the Company as an additional Capital
          Contribution. Such additional Capital Contributions shall be made in
          immediately available funds.

                    (b) Each Member waives its right to any setoff or reduction
          with respect to its obligation to make additional Capital
          Contributions based on any claim that such Member has against the
          Company or the other Members.

                    (c) No additional Units shall be issued to any Member on
          account of any additional Capital Contribution made by such Member
          pursuant to this Article XIV, but the Capital Account of such Member
          shall be increased on account of such Capital Contribution.

          14.2 FAILURE TO MAKE ADDITIONAL CAPITAL CONTRIBUTIONS.

                    (a) If a Member determines that another Member has failed to
          make an additional Capital Contribution required pursuant to this
          Article XIV, such Member shall send a written


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          notice (the "Contribution Default Notice") to such other Member,
          notifying such other Member of its failure to make such additional
          Capital Contribution, the amount of such additional Capital
          Contribution, the date such additional Capital Contribution was due,
          and requesting that such additional Capital Contribution be paid
          immediately.

                    (b) If a Member fails to pay an additional Capital
          Contribution required under this Article XIV within 15 days after
          receiving the Contribution Default Notice then such Member shall be in
          default (the Member in default is referred to as a "Contribution
          Defaulting Member" and the amount that such Contribution Defaulting
          Member failed to contribute is referred to as the "Contribute Default
          Amount") and the Members that are not Contribution Defaulting Members
          (the "Contribution Non-Defaulting Members") may (i) pay (and hereby
          are granted a power of attorney to pay) the Contribution Default
          Amount (which shall be deemed to be a loan by the Contribution
          Non-Defaulting Members to the Contribution Defaulting Members) and/or
          (ii) pursue their other rights and remedies hereunder and, subject to
          the terms hereof, at law or in equity. Any such loan (a "Contribution
          Default Loan") shall bear interest at the per annum rate equal to
          Prime plus 4% and shall be payable on demand.

                                   ARTICLE XV
                                  MISCELLANEOUS

          15.1 INJUNCTIVE RELIEF. Each party hereto acknowledges that it would
be impossible to determine the amount of damages that would result from any
breach of any of the provisions of this Agreement and that the remedy at law for
any breach, or threatened breach, of any of such provisions would likely be
inadequate and, accordingly, agrees that each other party shall, in addition to
any other rights or remedies which it may have hereunder, at law or in equity,
be entitled to seek such equitable and injunctive relief as may be available
from any court of competent jurisdiction to compel specific performance of, or
restrain any party from violating, any of such provisions. In connection with
any action or proceeding for injunctive relief, each party hereto hereby waives
the claim or defense that a remedy at law alone is adequate and agrees, to the
maximum extent permitted by law, to have each provision of this Agreement
specifically enforced against it, without the necessity of posting bond or other
security against it, and consents to the entry of injunctive relief against it
enjoining or restraining any breach or threatened breach of such provisions of
this Agreement.

          15.2 SUCCESSORS AND ASSIGNS. Subject to the provisions of Article
VIII, all the terms and provisions of this Agreement shall be binding upon,
shall inure solely to the benefit of and shall be enforceable by the parties
hereto and their respective successors and assigns, and no such term or
provision is for the benefit of,


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or intended to create any obligations to or rights in, any other Person. If any
Member shall acquire additional Units and if any Transferee of any Member shall
acquire any Units, in each case in any manner, whether by a permitted Transfer,
operation of law or otherwise, such Units shall be held subject to all of the
terms of this Agreement, and by taking and holding such Units such Person shall
be conclusively deemed to have agreed to be bound by and to comply with all of
the terms and provisions of this Agreement.

          15.3 AMENDMENT; WAIVER

                    (a) Neither this Agreement nor any provision hereof may be
          changed, waived, discharged or terminated orally, but only by an
          instrument in writing signed by the holders of a majority of the Units
          of each class of Units.

                    (b) 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 breach
          thereof shall constitute a waiver of any such breach or of any other
          covenant, duty, agreement or condition, any such waiver being
          effective only if contained in a writing executed by the waiving
          party.

          15.4 REPRESENTATIONS BY MEMBERS.

                    (a) Each Member represents and warrants that (i) it has been
          duly authorized to execute, deliver and perform this Agreement and all
          other instruments executed and delivered on behalf of it in connection
          with the acquisition of its Units, (ii) the consummation of such
          transactions will not result in a breach or violation of, or a default
          under, its charter or by-laws, if such Member is a corporation, or its
          certificate of limited partnership or its partnership agreement, if
          such Member is a partnership, or its other organizational documents,
          if such Member is neither a corporation or partnership, or any
          existing agreement by which it or any of its properties is bound,
          (iii) this Agreement is a binding agreement on the part of such Member
          enforceable in accordance with its terms against such Member, except
          as the enforcement thereof may be limited by bankruptcy, insolvency,
          reorganization, liquidation, receivership, moratorium or other similar
          laws relating to or affecting the enforcement of creditors' rights
          generally or by general principles of equity, regardless of whether
          such enforceability is considered in a proceeding in equity or law,
          (iv) no consent, waiver, approval or authorization of or notice to any
          other Person (including any governmental authority) is required to be
          made, obtained or given in connection with the execution and delivery
          of this Agreement except for those which have been heretofore obtained
          and (v) neither the execution nor delivery of this Agreement does or
          will violate, conflict with


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          or constitute a default under any term or provision of any judgment,
          decree, order, statute, injunction, rule or regulation of a
          governmental entity applicable to such Member or by which such Member
          or its assets are bound.

                    (b) Each Member, by executing this Agreement, represents and
          warrants that it has acquired its Units for its own account, for
          investment and not with a view to resale or distribution thereof, that
          it has such knowledge and experience in financial and business matters
          as to be capable of evaluating the merits and risk of an investment in
          the Units and is able to bear the economic risk of its investment and
          that it is fully aware that the Company and other Members are relying
          upon the truth and accuracy of this representation and warranty. Each
          Member agrees that it will not transfer, sell or dispose of all or any
          portion of, or offer to transfer, sell or dispose of all or any
          portion of its Units, or solicit offers from or otherwise approach or
          negotiate with any person or persons whomsoever regarding the purchase
          of all or any portion of its Units in any manner which could violate
          or cause the Company to violate applicable federal or state securities
          laws.

          15.5 NOTICES. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, when delivered personally or by courier (including nationally
recognized overnight courier), five days after being deposited in the United
States mail, or when received by facsimile transmission if promptly confirmed by
one of the foregoing means, at the address or facsimile transmission number set
forth opposite such Member's name on Schedule I hereto (or, in the case of
Persons who become parties hereto subsequently, at their last addresses or
facsimile transmission numbers shown on the record books of the Company). Each
party hereto, by notice given to each other party hereto in accordance with this
Section 15.5, may change the address or facsimile transmission number to which
such notice or other communications are to be sent to such party.

          15.6 FURTHER ASSURANCES. Each party to this Agreement agrees to
execute, acknowledge, deliver, file and record such further certificates,
amendments, instruments and documents and do all such other acts and things, as
may be required by law or as, in the reasonable judgment of the Company
management or any Member, may be necessary or advisable to carry out the intent
and purpose of this Agreement.

          15.7 CONFIDENTIALITY. The Members agree not to disclose or permit the
disclosure (except by the Company, any Subsidiary or either of them as may be
required in connection with the operation of the business of the Company or any
Subsidiary) of any of the


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terms of this Agreement or of any information relating to the assets or business
of the Company or any Subsidiary, which the Members hereby acknowledge
constitute non-public information, provided that such disclosure may be made
(but only as and to the extent required) (a) to any person who is a partner,
officer, director or employee of such Member or advisers or counsel to or
accountants of such Member solely for their use and on a need-to-know basis, (b)
with the prior consent of the Board, (c) pursuant to a subpoena or order issued
by a court, arbitrator or governmental body, agency or official, (d) as required
by applicable federal or state laws (including securities and freedom of
information laws), (e) to any lender or prospective lender to, or investor in,
such Member or (f) to any prospective purchaser of Units or any Property.

          In the event that a Member shall receive a request (or, in the case of
NYSCRF, at such time a notice of such request is delivered to the
representatives of NYSCRF who are responsible for the administration of its
ownership of Units) to disclose any of the terms of this Agreement under
subpoena or order, such Member shall (i) promptly notify the Board thereof, (ii)
consult with the Board on the advisability of taking steps to resist or narrow
such request and (iii) if disclosure is required or deemed advisable, cooperate
with the Board in any attempt it may make to obtain an order or other assurance
that confidential treatment will be accorded those terms of this Agreement that
are disclosed.

          15.8 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ITS
CONFLICTS OF LAW PRINCIPLES).

          15.9 HEADINGS. The descriptive headings of the several sections in
this Agreement are for convenience only and do not constitute part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement.

          15.10 ENTIRE AGREEMENT. This Agreement (including the Schedules and
Exhibits hereto) constitutes the entire agreement between the parties hereto and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof.

          15.11 SEVERABILITY. Any provision of this Agreement that is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or lack of authorization without invalidating the remaining
provisions hereof or affecting the validity, unenforceability or legality of
such provision in any other jurisdiction.


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          15.12 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same document.

          15.13 ARBITRATION. Any claim arising out of an alleged breach of this
Agreement and any claim that Cause exists pursuant to Section 7.3(d) and (e)
shall be resolved by arbitration. Such arbitration shall be conducted in
accordance with the following:

                    (a) Each party shall have five (5) business days after
          written notice by another party of the commencement of arbitration
          proceedings hereunder to appoint an arbitrator who is on the approved
          panel of arbitrators of the American Arbitration Association and who
          was not employed by such Member within the previous 5 years. Each
          party shall immediately notify the other party of such appointment.
          The two arbitrators so appointed shall then select a third arbitrator
          within five (5) business days after the appointment of the second
          arbitrator to then constitute the Board of Arbitration. If any party
          shall fail to appoint an arbitrator within such five (5) business day
          period or, if the two arbitrators selected by the parties shall fail
          to make a selection of a third arbitrator within five (5) business
          days of their selection, then the American Arbitration Association
          shall appoint the arbitrator that was not selected by the failing
          party or shall appoint the third arbitrator, as the case may be, in
          accordance with the Commercial Arbitration Rules of the American
          Arbitration Association. The Board of Arbitration shall then proceed
          under such rules.

                    (b) Following the designation of such Board of Arbitration,
          the parties, together with the members of the Board of Arbitrators,
          shall promptly undertake appropriate informal efforts to mediate and
          negotiate a solution to the matter covered by the original notice.

                    (c) If a negotiated solution cannot be achieved within
          fourteen (14) days after the date on which the Board of Arbitration is
          constituted, then the Board of Arbitration shall notify the parties.
          The proceeding, upon such notification, will then become a compulsory
          arbitration to be conducted under the Commercial Arbitration Rules of
          the American Arbitration Association by the Board of Arbitration.
          These rules shall be subject to the following modifications:

                              (i) discovery shall be permitted under the same
                    standards provided for in the Federal Rules of Civil
                    Procedure;

                              (ii) the members of the Board of Arbitration shall
                    interpret and apply the provisions of this Agreement;


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                              (iii) the arbitration costs may be charged to the
                    losing party or allocated between the parties as may be
                    determined by the Board of Arbitration; and

                              (iv) the proceedings will be held in Chicago,
                    Illinois, unless the parties shall otherwise agree in
                    writing.

                    (d) In connection with the enforcement of the mediation and
          arbitration provisions of this Section 15.13, any agreement, decision
          or award shall be final and conclusive as to any such claim.

          15.14 CONSENT TO JURISDICTION. In connection with any suit, claim,
action or proceeding relating to the rights and obligations of the parties
arising out of this Agreement: the Members hereby consent to the in personam
jurisdiction of the United States federal courts and state courts located in New
Castle County, Delaware; each such Person agrees that service in the manner set
forth in Section 15.5 hereof shall be valid and sufficient for all purposes; and
each such Person agrees to, and irrevocably waives any objection based on forum
non conveniens or venue not to, appear in any United States federal court or
state court located in New Castle County, Delaware. Each Member hereby
irrevocably appoints the Company as agent for service of process with respect to
any matters relating to the rights and obligations of the parties arising out of
this Agreement.

          15.15 WAIVER OF PARTITION. Each Member hereby irrevocably waives
during the term of the Company any right that it may have to maintain any action
for partition with respect to any Company property.

          15.16 BROKERAGE

                    (a) each Member hereby represents to the other that it has
          dealt with no broker or finder in connection with the execution and
          delivery of this Agreement, the Contribution Agreements, or any other
          agreements executed in connection with any of the foregoing
          (collectively, the "Transaction Documents") or the transactions
          contemplated hereby or thereby.

                    (b) GGPLP shall indemnify, defend and hold harmless NYSCRF
          and the Company from and against any losses, liabilities, damages,
          costs and expenses (including reasonable counsel fees and
          disbursements) resulting from a breach of the foregoing representation
          by GGPLP or any claim that may be made by any broker, finder or other
          Person claiming to have dealt with GGPLP or any of its Affiliates in
          connection with this transaction, for a commission, fee or other
          compensation by reason of this transaction or any of the other
          transactions contemplated by this Agreement or the other Transaction
          Documents.


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                    (c) NYSCRF shall indemnify, defend and hold harmless GGPLP
          and the Company from and against any losses, liabilities, damages,
          costs and expenses (including reasonable counsel fees and
          disbursements) resulting from a breach of the foregoing representation
          by NYSCRF or any claim that may be made by any broker, finder or other
          Person claiming to have dealt with NYSCRF or any of its Affiliates in
          connection with this transaction, for a commission, fee or other
          compensation by reason of this transaction or any of the other
          transactions contemplated by this Agreement or the other Transaction
          Documents.

          15.17 COMPANY NAME. If, at any time, the Company name shall include
the name of, or any trade name used by, a Member or any of its Affiliates,
neither the Company nor any other Member shall acquire any right, title or
interest in or to such name or trade name.

          15.18 LITIGATION; NO DISSOLUTION. Subject to the provisions of 7.13
and the other provisions hereof, any Member shall be entitled to maintain, on
its own behalf or on behalf of the Company, any action or proceeding against any
other Member (including any action for damages, specific performance or
declaratory relief) for or by reason of a default by such Member under this
Agreement or any other agreement entered into pursuant to or in connection with
this Agreement, notwithstanding that any or all of the parties to such
proceeding may then be Members in the Company. The Company shall not dissolve by
reason of the bringing of any such action or proceeding.

          15.19 OWNERSHIP OF COMPANY PROPERTY. The interest of each Member in
the Company shall be personal property for all purposes. All real and other
property owned by the Company (or its Subsidiaries) shall be deemed owned by the
Company (or its Subsidiaries) as Company (or its Subsidiaries') property. No
Member, individually, shall have any direct ownership of such property and title
to such property shall be held in the name of the Company (or its Affiliates).

          15.20 TIME OF THE ESSENCE. Except as otherwise expressly provided in
this Agreement (including Section 12.24), time shall be of the essence with
respect to all time periods set forth in this Agreement.

          15.21 STATUS REPORTS. Recognizing that each Member may find it
necessary from time to time to establish to third parties, such as accountants,
banks, mortgagees, prospective transferees of their Units, or the like, the then
current status of certain matters, each Member shall, within ten (10) business
days following the written request of another Member made from time to time,
furnish a written statement on the status of the following:


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                    (a) that this Agreement is unmodified and in full force and
          effect (or if there have been modifications, that the Agreement is in
          full force and effect as modified and identifying the documents
          effecting the modifications); and

                    (b) stating whether or not to the best knowledge of such
          certifying Member (i) the other Members in the Company are in default
          in keeping, observing or performing any of the terms contained in this
          Agreement and, if in default, specifying each such default (limited to
          those defaults of which the certifying Member has knowledge), and (ii)
          there has occurred an event that with the passage of time or the
          giving of notice, or both, would ripen into a default hereunder on the
          part of such other Member (limited to those events of which the
          certifying Member has knowledge).

Such statement may be relied upon by such other Member and any other Person for
whom such statement is requested and shall act as a waiver of any claim by the
Member furnishing such certificate to the extent such claim is based upon facts
which are contrary to those asserted in the certificate, but no such statement
shall operate as a waiver as to any default or other matter as to which the
Member executing it did not have actual knowledge. Such certificate shall in no
event subject the Member furnishing it to any liability whatsoever,
notwithstanding the negligence or inadvertent failure of such Member to disclose
correct or relevant information.

          15.22 DISPOSITION OF DOCUMENTS. All documents and records of the
Company, including all Key Documents, financial records, vouchers, canceled
checks, and bank statements shall be delivered to GGPLP upon termination of the
Company if GGPLP is then a Member, and otherwise to NYSCRF. Upon request of any
Member, copies of all such documents and records shall be provided to such
Member at such Member's cost. The Member holding such documents and records
shall retain them for a period of at least six (6) years after the termination
of the Company and shall make such records available to the other Member for
inspection during such period.

          15.23 CALCULATION OF DAYS. The provisions of this Agreement relative
to number of days shall be deemed to refer to calendar days, unless otherwise
specified. When the date for performance of any obligation of any Member falls
on a non-business day, such obligation need not be performed until the next
following business day. For purposes of this Agreement, a "business day" shall
be deemed to mean any day other than Saturday, Sunday, or a day which is in New
York, NY either a legal holiday or a day upon which banking institutions are
authorized by law to remain closed for the entire day.


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          15.24 ATTORNEYS. The Members hereby agree that (a) any attorney which
represented any of the Members in connection with the negotiation and execution
of this Agreement shall not be disqualified from representing the Company and
(b) any such attorney who has represented the Company shall not be disqualified
thereafter from representing a Member in a dispute with another Member.


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          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

                                        GGP LIMITED PARTNERSHIP, a Delaware
                                        limited partnership

                                        By: General Growth Properties, Inc.,
                                            a Delaware corporation,
                                            general partner


                                        By: /s/ Joel Bayer
                                            ------------------------------------
                                        Name: Joel Bayer
                                        Title: Vice President


                                        THE COMPTROLLER OF THE STATE OF NEW YORK
                                        AS TRUSTEE OF THE COMMON RETIREMENT FUND


                                        By: /s/ John E. Hull
                                            ------------------------------------
                                        Name: John E. Hull
                                              ----------------------------------
                                        Title: Deputy Comptroller of Investments
                                               and Cash Management
                                               ---------------------------------


                                        GGP/HOMART II L.L.C., a Delaware limited
                                        liability company


                                        By: /s/ Joel Bayer
                                            ------------------------------------
                                        Name: Joel Bayer
                                        Title: Vice President


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