0001047469-10-009030 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 1st, 2010 • New GGP, Inc. • Real estate investment trusts • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of November, 2010 by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF GGPLP L.L.C.
Operating Agreement • November 1st, 2010 • New GGP, Inc. • Real estate investment trusts • Delaware

THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into this [ ] day of [ ], 2010, by and among the undersigned parties.

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FOURTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
Fourteenth Amendment • November 1st, 2010 • New GGP, Inc. • Real estate investment trusts • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into this [ ] day of [ ], 2010, by and among the undersigned parties.

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