**Exhibit 3.2**

 

**AMENDED AND RESTATED**

 

**LIMITED LIABILITY COMPANYAGREEMENT OF**

 

**ROUSE LLC**

 

This Amended and Restated Limited Liability CompanyAgreement (this “Agreement”) of Rouse LLC (the “Company”) isentered into and effective as of this 12th day of November, 2004, byGGP Limited Partnership, a Delaware limited partnership, as member (the “Member”).

 

WHEREAS, General Growth Properties, Inc. (the “FormerMember”) formed the Company as a limited liability company pursuant to andin accordance with the Delaware Limited Liability Company Act (6 Del. C. §18-101, *et seq*.), as amended from time to time(the “Act”);

 

WHEREAS, the Former Member contributed 100% of itsmembership interest in the Company to the Member pursuant to a ContributionAgreement, dated as of November 12, 2004, between the Former Member and theMember;

 

WHEREAS, the Member now desires to amend and restatethe original limited liability company agreement of the Company as set forth inthis Agreement.

 

NOW THEREFORE, the Member, by execution of thisAgreement, does hereby agree as follows:

 

1.       Name.  The name of the limited liability company isRouse LLC.

 

2.       Purpose.  The Company is formed for the object andpurpose of, and the nature of the business to be conducted and promoted by theCompany is, engaging in any lawful act or activity for which limited liabilitycompanies may be formed under the Act, including, without limitation,purchasing, investing in, financing, selling and otherwise dealing with directand indirect interests in real estate assets (including loans secured by orrelating to real estate assets or interests therein), other assets and incompanies or entities owning such assets, and engaging in any and allactivities necessary or incidental to the foregoing.  Without limitation of the foregoing, theCompany is specifically authorized to acquire, hold, encumber, pledge, dealwith and dispose of a general partner interest in Rouse LP, and to exercise anyand all authority, rights, remedies and powers relating thereto or in connectiontherewith and to serve as the general partner of Rouse LP.

 

3.       Powers.  In furtherance of its purposes, but subjectto all of the provisions of this Agreement, the Company shall have the powerand is hereby authorized to:

 

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(a)     acquireby purchase, lease, contribution of property or otherwise, own, hold, sell,convey, transfer or dispose of any real or personal property which may benecessary, convenient or incidental to the accomplishment of the purpose of theCompany;

 

(b)     actas a trustee, executor, nominee, bailee, director, officer, agent or in someother fiduciary capacity for any person or entity and to exercise all of thepowers, duties, rights and responsibilities associated therewith;

 

(c)     takeany and all actions necessary, convenient or appropriate as trustee, executor,nominee, bailee, director, officer, agent or other fiduciary, including thegranting or approval of waivers, consents or amendments of rights or powersrelating thereto and the execution of appropriate documents to evidence suchwaivers, consents or amendments;

 

(d)     operate,purchase, maintain, finance, improve, own, sell, convey, assign, mortgage,lease or demolish or otherwise dispose of any real or personal property whichmay be necessary, convenient or incidental to the accomplishment of thepurposes of the Company;

 

(e)     borrowmoney and issue evidences of indebtedness in furtherance of any or all of thepurposes of the Company or give guaranties or indemnities in respect ofindebtedness or obligations of the Company or any other person, and secure thesame by mortgage, pledge or other lien on the assets of the Company;

 

(f)      investany funds of the Company pending distribution or payment of the same pursuantto the provisions of this Agreement;

 

(g)     prepayin whole or in part, refinance, recast, increase, modify or extend anyindebtedness of the Company and, in connection therewith, execute anyextensions, renewals or modifications of any mortgage or security agreementsecuring such indebtedness;

 

(h)     enterinto, perform and carry out any and all agreements, guaranties, indemnities orcontracts of any kind, including, without limitation, contracts with any personor entity affiliated with the Member, necessary to, in connection with,convenient to, or incidental to the accomplishment of the purposes of theCompany;

 

(i)      employor otherwise engage employees, managers, contractors, advisors, attorneys andconsultants and pay reasonable compensation for such services;

 

(j)      enterinto partnerships, limited liability companies, trusts, associations,corporations or other ventures with other persons or entities in furtherance ofthe purposes of the Company;

 

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(k)     doany of the foregoing in the name and on behalf of Rouse LP in the Company’scapacity as the general partner of Rouse LP;

 

(l)      haveand exercise all of the powers, rights, remedies, and authority conferred upon,granted to, or vested in, the Company as general partner of Rouse LP; and

 

(m)    dosuch other things and engage in such other activities related to the foregoingas may be necessary, convenient or incidental to the conduct of the business ofthe Company (including in its capacity as the general partner of Rouse LP), andhave and exercise all of the powers and rights conferred upon limited liabilitycompanies formed pursuant to the Act.

 

4.       Certificates.  The Member or any Manager shall have theright, power, and authority to execute, deliver and file any other certificates(and any amendments and/or restatements thereof) necessary for the Company toqualify to do business in a jurisdiction in which the Company may wish toconduct business.

 

5.       RegisteredOffice.  The address of theregistered office of the Company in the State of Delaware is 2711 Centerville,Suite 400, Wilmington, Newcastle County, Delaware 19808.

 

6.       RegisteredAgent.  The name and address of theregistered agent of the Company for service of process on the Company in theState of Delaware is Corporation Service Company, 2711 Centerville, Suite 400,Wilmington, Newcastle County, Delaware 19808.

 

7.       FiscalYear.  The fiscal year of the Companyfor financial statement and federal income tax purposes shall be the calendaryear or shall end on such other date determined by the Board of Managers.

 

8.       Member.  The name of the Member is as set forth abovein the preamble to this Agreement.

 

9.       Managementand Control.  The Company shall bemanaged by a Board of Managers appointed by the Member (with the initial suchappointment being effective pursuant to Section 10(a) hereto), which shall havethe right, power, authority and discretion to conduct the business and affairsof the Company and to take any and all actions (including, without limitation,executing, delivering and performing on behalf of the Company (in itsindividual capacity or its capacity as the general partner of Rouse LP) any andall agreements, instruments, certificates or other documents) and do any and allthings necessary, desirable, convenient or incidental to carry on the businessand purposes of the Company, including, without limitation, (i) to incur debton behalf of the Company, (ii) to acquire or sell any assets of the Company,(iii) to provide indemnities or guaranties in the name and on behalf of theCompany, (iv) to enter into, perform and carry out agreements, instruments,guaranties, indemnities, and contracts of any kind, 

 

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including, without limitation, contracts with anyperson or entity affiliated with the Company, necessary to, in connection with,convenient to or incidental to the accomplishment of the purposes of theCompany, (v) to take any and all actions (including, without limitation,executing, delivering and performing on behalf of the Company (in itsindividual capacity or its capacity as the general partner of Rouse LP) any andall agreements, instruments, certificates or other documents) necessary,desirable, convenient or incidental for the purpose of carrying out orexercising any of the powers of the Company described in Section 3 above, (vi)to carry out or exercise any of the rights, powers or authority of Rouse LPunder the Partnership Agreement or any other agreement, instrument or document,and (vii) to take any and all other actions the Board of Managers deem necessary,desirable, convenient or incidental for the furtherance of the objects andpurposes of the Company or Rouse LP, and shall have and may exercise all of thepowers and rights conferred upon a manager of a limited liability companyformed pursuant to the Act.

 

10.     Managers.

 

(a)     Appointmentand Removal of Managers.  The Membershall have the power to set from time-to-time the number of Managers, to removeany Manager (with or without cause and for any reason or no reason) and/or toappoint a Manager by delivering notice to the Company, which removal orappointment shall become effective immediately upon receipt by the Company ofsuch notice.  The Managers shall not havethe authority to appoint additional or successor Managers.  A Manager may resign at any time by providingprior written notice of such resignation to the Company and the Member.  The initial Managers shall be John Bucksbaum,Bernard Freibaum and Robert A. Michaels, each of whom is hereby appointed by theMember as a Manager as contemplated by Section 9 above.

 

(b)     Meetings.  Meetings of the Board of Managers may becalled by any Manager on at least five (5) business days’ prior written noticeof the time and place of such meeting; provided, however, thatsuch notice requirement shall be deemed waived by any Manager who is present atthe commencement of any such meeting. Meetings may be held at any place designated from time to time by theBoard of Managers.

 

(c)     Quorum;Vote Required for Action.  At all meetingsof the Board of Managers, a majority of the Managers shall constitute a quorumfor the transaction of business and the act of a majority of the Managerspresent at any meeting at which there is a quorum shall be the act of the Boardof Managers.  If a quorum shall not bepresent at any meeting of the Board of Managers, the Managers present at suchmeeting may adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present.

 

(d)     WrittenConsents.  Any action required orpermitted to be taken at any meeting of the Board of Managers may be takenwithout a meeting if a majority of 

 

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the Managers consent thereto in writing (by eithermanual or facsimile signature).  Copiesof all written consents shall be filed in the Company’s records.

 

(e)     ElectronicCommunications.  Any Manager mayparticipate in any meetings of the Board of Managers by means of telephoneconference or similar communications equipment that allows all persons participatingin the meeting to hear each other, and such participation in a meeting shallconstitute presence in person at the meeting. If all the participants are participating by telephone conference orsimilar communications equipment, the meeting shall be deemed to be held at theprincipal place of business of the Company.

 

(f)      Compensationof Managers; Expenses.  The Membershall have the authority to fix the compensation of the Managers.  The Managers may be paid their expenses, ifany, of attendance at meetings of the Managers, which may be a fixed sum forattendance at each meeting or a stated salary as Manager.  No such payment shall preclude any Managerfrom serving the Company in any other capacity and receiving compensationtherefor.

 

(g)     Managersas Agents.  The Managers, to theextent of their powers set forth in this Agreement and subject to Section10(a), are agents of the Company for the purpose of conducting the business andaffairs of the Company, and the actions of the Managers taken in accordancewith such powers shall bind the Company. Any third party dealing with any Manager shall be entitled toconclusively presume and rely upon (without making inquiry of any kind) anycontracts, certificates, agreements, instruments or other documents executedand any other actions taken as being properly authorized by the Company.

 

11.     Officers.

 

(a)     Theinitial officers of the Company (each, an “Officer”) are listed inExhibit A hereto.  The Board of Managersmay appoint one or more additional or successor Officers, including, withoutlimitation, a President, a Chief Executive Officer, a Chief Operating Officer,a Secretary, a Treasurer, one or more Vice Presidents and one or more AssistantSecretaries, and Assistant Vice Presidents. Any two or more offices may be held by the same person.  Each such Officer shall have delegated to himor her the authority and power to execute and deliver on behalf of the Company(and to cause the Company to perform) any and all such contracts, certificates,agreements, instruments and other documents, and to take any such action, asthe Board of Managers deems necessary or appropriate, all as may be set forthin a written delegation of authority executed by the Board of Managers.  In addition, unless the Board of Managersdecides otherwise, if the title given to such Officer is one commonly used forthe officers of a business corporation formed under the Delaware GeneralCorporation Law, the assignment of such title shall constitute the delegationto such person of the authorities and duties that are normally associated withthat office.  The Officers shall serve atthe pleasure of the Board of Managers, and the Board of Managers may remove anyperson as an Officer and/or appoint additional persons as Officers, as the Boardof Managers 

 

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deems necessary or desirable.  Any Officer may resign at any time by givingwritten notice of such resignation to the Board of Managers.  Unless otherwise specified in such writtennotice, such resignation shall take effect upon receipt thereof the Board ofManagers and the acceptance of such resignation shall not be necessary to makeit effective.  Any person or entitydealing with the Company may conclusively presume that an Officer specified insuch a written delegation of authority who executes a contract, certificate,agreement, instrument or other document on behalf of the Company has the fullpower and authority to do so and each such document shall, for all purposes, beduly authorized, executed and delivered by the Company upon execution anddelivery by such Officer.

 

(b)     TheOfficers, to the extent of their powers set forth in this Agreement orotherwise vested in them by action of the Board of Managers not inconsistentwith this Agreement, are agents of the Company for the purpose of conductingthe business and affairs of the Company, and the actions of any Officer takenin accordance with such powers shall bind the Company and any third partydealing with such Officer shall be entitled to rely conclusively (withoutmaking inquiry of any kind) on any actions so taken as being properlyauthorized by the Company.

 

12.     Exculpationand Indemnification.  No Manager,Member or Officer or other authorized agent of the Company shall be liable tothe Company, or any other person or entity who has an interest in the Company,for any loss, damage or claim incurred by reason of any act or omissionperformed or omitted by such person in good faith on behalf of the Company andin a manner reasonably believed to be within the scope of the authorityconferred on such person by this Agreement, except that such person shall beliable for any such loss, damage or claim incurred by reason of such person’swillful misfeasance or bad faith.  In theevent that any Member, or any of its direct or indirect partners, members,stockholders, other equity owners or controlling persons, or any directors,managing directors, managers (including any Manager), officers (including anyOfficer), employees, agents, trustees, incorporators, organizers, affiliates orcontrolling persons of any of the foregoing (collectively, the “IndemnifiedPersons”; and each an “Indemnified Person”), becomes involved, inany capacity, in any threatened, pending or completed, action, suit proceedingor investigation, in connection with any matter arising out of or relating tothe Company’s business or affairs, to the fullest extent permitted byapplicable law, any legal and other expenses (including the cost of anyinvestigation and preparation) incurred by such Indemnified Person inconnection therewith shall, from time to time, be advanced by the Company priorto the final disposition of such action, suit, proceeding or investigation uponreceipt by the Company of an undertaking by or on behalf of the IndemnifiedPerson to repay such amount if it shall ultimately be determined that suchIndemnified Person is not entitled to be indemnified by the Company inconnection with such action, suit proceeding or investigation as provided inthe exception contained in the next succeeding sentence.  To the fullest extent permitted by law, theCompany also will indemnify and hold harmless an Indemnified Person against anylosses, claims, damages, liabilities, obligations, penalties, actions, judgments,suits, proceedings, costs, expenses and disbursements of 

 

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any kind or nature whatsoever (collectively, “Costs”),to which such an Indemnified Person may become subject in connection with anymatter arising out of or in connection with the Company’s business or affairs,except to the extent that any such Costs result solely from the willfulmisfeasance or bad faith of such Indemnified Person.  If for any reason (other than the willfulmisfeasance or bad faith of such Indemnified Person) the foregoingindemnification is unavailable to such Indemnified Person, or insufficient tohold it harmless, then the Company shall contribute to the amount paid orpayable by such Indemnified Person as a result of such Costs in such proportionas is appropriate to reflect not only the relative benefits received by theCompany on the one hand and such Indemnified Person on the other hand but alsothe relative fault of the Company and such Indemnified Person, as well as any relevantequitable considerations.  Thereimbursement, indemnity and contribution obligations of the Company under thisSection 12 shall be in addition to any liability which the Company mayotherwise have to any Indemnified Person and shall be binding upon and inure tothe benefit of any successors, assigns, heirs and personal representatives ofthe Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Companyunder this Section 12 shall be limited to the Company’s assets, and no Membershall have any personal liability on account thereof.  The foregoing provisions shall survive anytermination of this Agreement.

 

13.     MemberShall Not Have Power to Bind Company. Except as provided herein, the Member shall not transact business forthe Company nor shall the Member have the power or authority to sign, act foror bind the Company, all of such powers being vested solely and exclusively inthe Board of Managers and their delegates, as described herein.  The Member shall not hold itself out to beresponsible for the decisions or actions respecting the daily business andaffairs of the Company.

 

14.     Dissolution.  The Company shall dissolve, and its affairsshall be wound up upon the first to occur of the following:  (a) the written consent of the Member and (b)the entry of a decree of judicial dissolution under Section 18-802 of the Act.

 

The bankruptcy (asdefined in Section 18-101(1) and 18-304 of the Act) of the Member shall notcause the Member to cease to be a member of the Company and upon the occurrenceof such an event, the business of the Company shall continue withoutdissolution.

 

In the event ofdissolution, the Company shall conduct only such activities as are necessary towind up its affairs (including the sale of the assets of the Company in anorderly manner), and the assets of the Company shall be applied in such manner,and in such order of priority, as determined by the Board of Managers, subjectto any requirements of the Act.

 

15.     CapitalContributions.  The Member hascontributed amounts in cash and other property to the Company as set forth inthe books and records of the Company.

 

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16.     Treatmentfor Tax Purposes.  It is theintention of the Member that the Company be disregarded as a separate entityfor federal, state and local tax purposes.

 

17.     AdditionalContributions.  The Member is notrequired to make any additional capital contribution to the Company but may inits sole discretion elect to do so.

 

18.     Allocationof Profit and Losses.  All of theCompany’s profits and losses shall be allocated to the Member.

 

19.     Distributions.Distributions shall be made to the Member at the times and in the aggregateamounts determined by the Board of Managers.

 

20.     Assignments.  The Member may transfer or assign in whole orin part its limited liability company interest.

 

21.     Admissionof Additional Members.  One or moreadditional Members of the Company may be admitted to the Company with theconsent of the Member.

 

22.     Amendments.  This Agreement may not be modified, altered,supplemented or amended except pursuant to a written agreement executed anddelivered by the Member.

 

23.     LimitedLiability.  Except as otherwiseprovided by the Act, the debts, obligations and liabilities of the Company,whether arising in contract, tort or otherwise, shall be solely the debts,obligations and liabilities of the Company, and the Member, the Officers andthe Managers shall not be obligated personally for any such debt, obligation orliability of the Company solely by reason of being a Member, an Officer or aManager of the Company.

 

24.     NoThird Party Beneficiaries.  The rightor obligation of the Member to call for any capital contribution or to make acapital contribution or otherwise to do, perform, satisfy or discharge anyliability or obligation of the Member hereunder, or to pursue any other rightor remedy hereunder or at law or in equity, shall not confer any right or claimupon or otherwise inure to the benefit of any creditor or other third partyhaving dealings with the Company; it being understood and agreed that theprovisions of this Agreement shall be solely for the benefit of, and may beenforced solely by, the parties hereto and their respective successors andassigns except as may be otherwise agreed to by the Company in writing with theprior written approval of the Member.

 

25.     **GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, ANDCONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, ALL RIGHTS AND REMEDIESBEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.**

 

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26.   Interestsand Certificates.

 

(a)   Interests.

 

Each limitedliability company interest in the Company shall constitute a “security” withinthe meaning of Section 8-102(a)(15) of the Uniform Commercial Code as in effectfrom time to time in the States of Delaware and New York (and each limitedliability company interest in the Company shall be treated as such a “security”for all purposes, including, without limitation, perfection of a securityinterest therein under Article 8 of the applicable Uniform Commercial Code).

 

(b)   Certificates.

 

(i)    Uponthe issuance of limited liability company interests in the Company to any personor entity in accordance with the provisions of this Agreement, without anyfurther act, vote or approval of any Member, Manager, Officer or any person orentity, the Company shall issue one or more certificates in the name of suchperson or entity substantially in the form of Exhibit B hereto (a “Certificate”),which evidences the ownership of the limited liability company interests in theCompany of such person or entity.  Eachsuch Certificate shall be denominated in terms of the percentage of the limitedliability company interests in the Company evidenced by such Certificate andshall be signed by an Officer on behalf of the Company.

 

(ii)   Withoutany further act, vote or approval of any Member, Manager, Officer or any personor entity, the Company shall issue a new Certificate in place of anyCertificate previously issued if the holder of the limited liability companyinterests in the Company represented by such Certificate, as reflected on the booksand records of the Company;

 

(A)        makesproof by affidavit, in form and substance satisfactory to the Company, thatsuch previously issued Certificate has been lost, stolen or destroyed;

 

(B)         requeststhe issuance of a new Certificate before the Company has notice that suchpreviously issued Certificate has been acquired by a purchaser for value ingood faith and without notice of an adverse claim;

 

(C)         ifrequested by the Company, delivers to the Company a bond, in form and substancesatisfactory to the Company, with such surety or sureties as the Company maydirect, to indemnify the Company against any claim that may be made on accountof the alleged loss, destruction or theft of the previously issued Certificate;and

 

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(D)        satisfiesany other reasonable requirements imposed by the Company.

 

(iii)  Upona Member’s transfer in accordance with the provisions of this Agreement of anyor all limited liability company interests in the Company represented by aCertificate, the transferee of such limited liability company interests in theCompany shall deliver such Certificate to the Company for cancellation(executed by such transferee on the reverse side thereof), and the Companyshall thereupon issue a new Certificate to such transferee for the percentageof limited liability company interests in the Company being transferred and, ifapplicable, cause to be issued to such Member a new Certificate for thatpercentage of limited liability company interests in the Company that wererepresented by the canceled Certificate and that are not being transferred.

 

(c)        Registrationof Limited Liability Company Interests.

 

The Company shall maintain books for the purpose ofregistering the transfer of limited liability company interests.  Notwithstanding any provision of this Agreementto the contrary, a transfer of limited liability company interests requiresdelivery of an endorsed Certificate and shall be effective upon registration ofsuch transfer in the books of the Company.

 

 

[Signatures begin onfollowing page]

 

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IN WITNESS WHEREOF, the undersigned, intending to belegally bound hereby, has duly executed this Limited Liability CompanyAgreement as of the date first above written. Pursuant to Section 18-201(d) of the Act, this Agreement shall beeffective as of the date hereof.

 
| ** ** | ** ** | **MEMBER:**             |
|------------|------------|-------------------------|
|       |       |                    |   |
|       |       | GGP LIMITED PARTNERSHIP |
|       |       |                    |   |
|       |       | By:                     | General Growth Properties, Inc., its General  Partner |
|       |       |                    |   |
|       |       |                    |   |
|       |       |                    | By: |  /s/ Bernard  Freibaum |   |
|       |       |                    |   | Name: | Bernard Freibaum |
|       |       |                    |   | Title: | Executive Vice President & CFO |
|            |            |                         |  |  |  |  |  |

 

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**Exhibit A**

 

**Initial Officers of the Company**

 

 
| John Bucksbaum     | Chief Executive Officer      |
|--------------------|------------------------------|
| Robert A. Michaels | President                    |
| Bernard Freibaum   | Vice President and Treasurer |
| Ronald L. Gern     | Vice President and Secretary |
| Howard A. Sigal    | Assistant Secretary          |
| Carol A. Williams  | Assistant Secretary          |
| Linda J. Wight     | Assistant Secretary          |
| Michael Chimitris  | Assistant Secretary          |

 

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**ExhibitB**

** **

**CERTIFICATEEVIDENCING LIMITED LIABILITY COMPANY INTERESTS**

** **

**OF**

** **

**ROUSELLC**

** **

**THE SECURITY EVIDENCED HEREBY HASNOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE.  THE HOLDER OF THIS CERTIFICATE, BY ITSACCEPTANCE HEREOF, REPRESENTS THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENTAND NOT WITH A VIEW TO ANY SALE OR DISTRIBUTION HEREOF.  ANY TRANSFER OF THIS CERTIFICATE OR ANYLIMITED LIABILITY COMPANY INTEREST REPRESENTED HEREBY IS SUBJECT TO THE TERMSAND CONDITIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT (AS DEFINED BELOW)AND CAN BE EFFECTED ONLY AFTER COMPLIANCE WITH ALL THOSE TERMS AND CONDITIONSAND THE PRESENTATION TO THE COMPANY OF THIS CERTIFICATE, ACCOMPANIED BY ANASSIGNMENT IN THE FORM APPEARING ON THE REVERSE SIDE OF THIS CERTIFICATE, DULYCOMPLETED AND EXECUTED BY AND ON BEHALF OF THE TRANSFEROR IN SUCH TRANSFER, ANDAN APPLICATION FOR TRANSFER IN THE FORM APPEARING ON THE REVERSE SIDE OF THISCERTIFICATE, DULY COMPLETED AND EXECUTED BY AND ON BEHALF OF THE TRANSFEREE INSUCH TRANSFER.  INVESTORS SHOULD BE AWARETHAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FORAN INDEFINITE PERIOD OF TIME.**

 

**IN ADDITION TO THE FOREGOING,THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER DESCRIBED IN THATCERTAIN GUARANTEE AND PLEDGE AGREEMENT, DATED AS OF NOVEMBER 12, 2004, MADE BYGGP LIMITED PARTNERSHIP, GENERAL GROWTH PROPERTIES, INC. AND ROUSE LLC IN FAVOROF THE ADMINISTRATIVE AGENT (AS DEFINED THEREIN) FOR THE RATABLE BENEFIT OF THELENDERS (AS DEFINED THEREIN).  A COPY OFSUCH GUARANTEE AND PLEDGE AGREEMENT IS AVAILABLE FROM THE COMPANY UPON WRITTENREQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.**

 
| Certificate No.: [•] |   | Percentage Interest: [•]% |
|---------------------------|--------|--------------------------------|

 

Rouse LLC, a Delawarelimited liability company (the “Company”), hereby certifies that [•], a [•](together with any assignee of this Certificate, the “Holder”), is theregistered owner of [•] percent ([•]%) of the limited liability companyinterests in the Company.  The rights,powers, preferences, restrictions and limitations of the limited liabilitycompany interests in the Company are set forth in, and this Certificate and thelimited liability company interests in the Company represented hereby areissued and shall in all respects be subject to the terms and provisions of, theAmended and Restated Limited Liability Company Agreement of the Company, datedas of November 12, 2004, as the same may be further amended or restated from 

 

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time to time (the “Limited Liability Company Agreement”).  By acceptance of this Certificate, and as acondition to being entitled to any rights and/or benefits with respect to thelimited liability company interests evidenced hereby, the Holder is deemed tohave agreed to comply with and be bound by all the terms and conditions of theLimited Liability Company Agreement.  TheCompany will furnish a copy of the Limited Liability Company Agreement to theHolder without charge upon written request to the Company at its principalplace of business.

 

Each limited liabilitycompany interest in the Company shall constitute a “security” within themeaning of Section 8-102(a)(15) of the Uniform Commercial Code as in effectfrom time to time in the States of Delaware and New York (and each limitedliability company interest in the Company shall be treated as such a “security”for all purposes, including, without limitation, perfection of a securityinterest therein under Article 8 of the applicable Uniform Commercial Code).

 

This Certificate and thelimited liability company interests evidenced hereby shall be governed by andconstrued in accordance with the laws of the State of Delaware without regardto principles of conflicts of laws.

 

IN WITNESS WHEREOF, theCompany has caused this Certificate to be executed as of the date set forthbelow.

 

 
|   |   | ROUSE LLC |
|--------|--------|-----------|
|   |   |      |
| Dated: |   |      | By: |   |   |
|   |   |      | Name: |
|   |   |      | Title: |
|        |        |           |  |  |  |

 

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**(REVERSE SIDE OF CERTIFICATE)**

 

**ASSIGNMENT OF INTERESTS**

 

FOR VALUE RECEIVED, the undersigned hereby sells,assigns and transfers unto                                                           (print or typewrite name of transferee),                                                    (insertSocial Security or other taxpayer identification number of transferee), thefollowing specified percentage of limited liability company interests in theCompany:                                          (identify the percentage interest being transferred) effective as of the datespecified in the Application for Transfer of Interests below, and irrevocablyconstitutes and appoints                                                and its authorized officers, as attorney-in-fact, to transfer the same on the booksand records of the Company, with full power of substitution in the premises.

 
| Dated: |   |     | Signature:   |   |   |
|--------|--------|----------|--------------|--------|--------|
|   |   |     | (Transferor) |   |
|   |   |     |         |   |
|   |   | Address: |         |   |
|   |   |     |         |   |

 

**APPLICATION FOR TRANSFER OFINTERESTS**

 

The undersigned applicant (the “Applicant”) hereby (a)applies for a transfer of the percentage of limited liability company interestsin the Company described above (the “Transfer”) and applies to be admitted tothe Company as a substitute member of the Company, (b) agrees to comply withand be bound by all of the terms and provisions of the Limited LiabilityCompany Agreement, (c) represents that the Transfer complies with the terms andconditions of the Limited Liability Company Agreement, (d) represents that theTransfer does not violate any applicable laws and regulations, and (e) agreesto execute and acknowledge such instruments (including, without limitation, acounterpart of the Limited Liability Company Agreement), in form and substancesatisfactory to the Company, as the Company reasonably deems necessary ordesirable to effect the Applicant’s admission to the Company as a substitutemember of the Company and to confirm the agreement of the Applicant to be boundby all the terms and provisions of the Limited Liability Company Agreement withrespect to the limited liability company interests in the Company describedabove.

 

The Applicant directs that the foregoing Transfer andthe Applicant’s admission to the Company as a substitute member shall be effectiveas of                                                .

 
| Name of Transferee (Print) |     |         |       |
|----------------------------|----------|--------------|------------|
|                       |     |         |       |
| Dated:                     |     |         | Signature: |   |   |
|                       |     | (Transferee) |       |
|                       | Address: |         |       |
|                       |     |         |       |   |
|                            |          |              |            |  |  |  |

 

The Company has determined (a) that the Transfer described above ispermitted by the Limited Liability Company Agreement, (b) hereby agrees toeffect such Transfer and the admission of the Applicant as a substitute memberof the Company effective as of the date and time directed above, and (c) agreesto record, as promptly as possible, in the books and records of the Company theadmission of the Applicant as a substitute member.

 
|   |   | ROUSE LLC |
|--------|--------|-----------|
|   |   |      |
|   |   | By:       |   |   |
|   |   |      | Name: |
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