GENERAL GROWTH PROPERTIES INC
TERM CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c72954exv10w1.txt
<DESCRIPTION>TERM CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

================================================================================


                              TERM CREDIT AGREEMENT


                                   DATED AS OF


                                  JULY 10, 2002


                                      AMONG


                                  GGPLP L.L.C.,
                                   AS BORROWER


                         THE INSTITUTIONS PARTY HERETO,
                                   AS LENDERS


                       DRESDNER BANK AG, NEW YORK BRANCH,
    AS ADMINISTRATIVE AGENT, CO-LEAD ARRANGER AND JOINT BOOK RUNNING MANAGER,


                             BANK OF AMERICA, N.A.,
     AS SYNDICATION AGENT, CO-LEAD ARRANGER AND JOINT BOOK RUNNING MANAGER,


                                       AND


                BANK ONE, NA, COMMERZBANK AKTIENGESELLSCHAFT AND

           U.S. BANK, NATIONAL ASSOCIATION, AS CO-DOCUMENTATION AGENTS


================================================================================



<PAGE>



                                TABLE OF CONTENTS

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         ARTICLE I -          DEFINITIONS........................................................................1
         1.1                  Certain Defined Terms..............................................................1
         1.2                  Computation of Time Periods.......................................................23
         1.3                  Accounting Terms..................................................................23
         1.4                  Other Terms.......................................................................23
         ARTICLE II -         AMOUNTS AND TERMS OF LOANS........................................................23
         2.1                  Loans.............................................................................23
         2.2                  Amortization......................................................................25
         2.3                  Use of Proceeds of Loans..........................................................25
         2.4                  Termination Date..................................................................25
         2.5                  [Intentionally Omitted]...........................................................25
         2.6                  Maximum Credit Facility...........................................................25
         2.7                  Authorized Agents.................................................................25
         ARTICLE III -        [INTENTIONALLY OMITTED]...........................................................26
         ARTICLE IV -         PAYMENTS AND PREPAYMENTS..........................................................26
         4.1                  Prepayments; Termination of Commitments...........................................26
         4.2                  Payments..........................................................................28
         4.3                  Promise to Repay; Evidence of Indebtedness........................................30
         ARTICLE V -          INTEREST AND FEES.................................................................30
         5.1                  Interest on the Loans and Other Obligations.......................................30
         5.2                  Special Provisions Governing Eurodollar Rate Loans................................33
         ARTICLE VI -         CONDITIONS TO LOANS...............................................................36
         6.1                  Conditions Precedent to the Loans.................................................36
         6.2                  Representations Deemed Made upon
             the Conversions/Continuations of Loans.............................................................38
         ARTICLE VII -        REPRESENTATIONS AND WARRANTIES....................................................38
         7.1                  Representations and Warranties of the Borrower....................................38
         ARTICLE VIII -       REPORTING COVENANTS...............................................................46
         8.1                  Borrower Accounting Practices.....................................................46
         8.2                  Financial Reports.................................................................47
         8.3                  Events of Default.................................................................50
         8.4                  Lawsuits..........................................................................50
         8.5                  Insurance.........................................................................51
         8.6                  ERISA Notices.....................................................................51
         8.7                  Environmental Notices.............................................................52
         8.8                  Labor Matters.....................................................................53
         8.9                  Notices of Asset Sales and/or Acquisitions........................................53
         8.10                 [Intentionally Omitted]...........................................................53
         8.11                 Other Reports.....................................................................53
         8.12                 Other Information.................................................................54
         ARTICLE IX -         AFFIRMATIVE COVENANTS.............................................................54
         9.1                  Existence, Etc....................................................................54
         9.2                  Powers; Conduct of Business.......................................................54
         9.3                  Compliance with Laws, Etc.........................................................54
</Table>




                                       i
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                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
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         9.4                  Payment of Taxes and Claims.......................................................54
         9.5                  Insurance.........................................................................55
         9.6                  Inspection of Property; Books and Records; Discussions............................55
         9.7                  ERISA Compliance..................................................................55
         9.8                  Maintenance of Property...........................................................55
         9.9                  REIT Status.......................................................................56
         9.10                 Ownership of Property.............................................................56
         ARTICLE X -          NEGATIVE COVENANTS................................................................56
         10.1                 Sales of Assets...................................................................56
         10.2                 Liens.............................................................................56
         10.3                 Conduct of Business...............................................................57
         10.4                 Transactions with Partners and Affiliates.........................................57
         10.5                 Restriction on Fundamental Changes and Changes of Control.........................57
         10.6                 Margin Regulations; Securities Laws...............................................57
         10.7                 ERISA.............................................................................57
         10.8                 Organizational Documents..........................................................58
         10.9                 Fiscal Year.......................................................................58
         10.10                [Intentionally Omitted]...........................................................58
         10.11                Investments.......................................................................58
         10.12                Other Financial Covenants.........................................................60
         ARTICLE XI -         EVENTS OF DEFAULT; RIGHTS AND REMEDIES............................................62
         11.1                 Events of Default.................................................................62
         11.2                 Rights and Remedies...............................................................65
         ARTICLE XII -        THE AGENT.........................................................................66
         12.1                 Appointment.......................................................................66
         12.2                 Powers............................................................................66
         12.3                 General Immunity..................................................................67
         12.4                 No Responsibility for Loans, Recitals, etc........................................67
         12.5                 Action on Instructions of Lenders.................................................67
         12.6                 Employment of Administrative Agents and Counsel...................................68
         12.7                 Reliance on Documents.............................................................68
         12.8                 Administrative Agent's Reimbursement and Indemnification..........................68
         12.9                 Rights as a Lender................................................................68
         12.10                Lender Credit Decision............................................................69
         12.11                Successor Administrative Agent....................................................69
         12.12                Notice of Defaults................................................................70
         12.13                Requests for Approval.............................................................70
         12.14                Copies of Documents...............................................................70
         12.15                Withholding Tax...................................................................71
         12.16                Borrower's Default; Enforcement...................................................71
         12.17                Workout...........................................................................71
         12.18                Bankruptcy of Borrower............................................................72
         12.19                Relationship of Parties...........................................................72
         12.20                Counsel...........................................................................72
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                                       ii
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
<Table>
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         ARTICLE XIII -       YIELD PROTECTION..................................................................72
         13.1                 Taxes.............................................................................72
         13.2                 Increased Capital.................................................................74
         13.3                 Changes; Legal Restrictions.......................................................75
         ARTICLE XIV -        [Intentionally Omitted.]..........................................................76
         ARTICLE XV -         MISCELLANEOUS.....................................................................76
         15.1                 Assignments and Participations....................................................76
         15.2                 Expenses..........................................................................78
         15.3                 Indemnity.........................................................................79
         15.4                 Change in Accounting Principles...................................................80
         15.5                 Setoff............................................................................80
         15.6                 Ratable Sharing...................................................................81
         15.7                 Amendments and Waivers............................................................81
         15.8                 Notices...........................................................................83
         15.9                 Survival of Warranties and Agreements.............................................83
         15.10                Failure or Indulgence Not Waiver; Remedies Cumulative.............................83
         15.11                Marshalling: Payments Set Aside...................................................84
         15.12                Severability......................................................................84
         15.13                Headings..........................................................................84
         15.14                Governing Law.....................................................................84
         15.15                Limitation of Liability...........................................................84
         15.16                Successors and Assigns............................................................84
         15.17                Certain Consents and Waivers......................................................84
         15.18                Counterparts; Effectiveness; Inconsistencies......................................86
         15.19                Limitation on Agreements..........................................................86
         15.20                Confidentiality...................................................................86
         15.21                Disclaimers.......................................................................87
         15.22                No Third Party Beneficiaries......................................................87
         15.23                Entire Agreement..................................................................87
</Table>



                                      iii
<PAGE>



                              TERM CREDIT AGREEMENT


         This TERM CREDIT AGREEMENT dated as of July 10, 2002 (as the same may
be amended, supplemented or modified from time to time, the "Agreement") is
entered into among GGPLP L.L.C., a Delaware limited liability company (the
"Borrower"), the institutions from time to time parties hereto as Lenders,
DRESDNER BANK AG, New York Branch ("Dresdner"), as a Lender and as
administrative agent ("Administrative Agent") for the Lenders, and BANK OF
AMERICA, N.A., a national banking association ("Bank of America"), as a Lender
and as the syndication agent ("Syndication Agent") for the Lenders (the
Administrative Agent and the Syndication Agent being referred to herein
collectively as the "Co-Arrangers").

         The parties hereto agree as follows:

                             ARTICLE I - DEFINITIONS

         1.1 Certain Defined Terms. The following terms used in this Agreement
shall have the following meanings, applicable both to the singular and the
plural forms of the terms defined:

         "Adjusted EBITDA" means, with respect to any Property, for any period,
an amount equal to (i) total revenues relating to such Property for such period,
less (ii) the sum of total operating expenses relating to such Property for such
period determined in accordance with GAAP (excluding any such expenses funded
from the Capital Improvement Reserve) and the Capital Improvement Reserve for
such period, plus (iii) to the extent subtracted pursuant to clause (ii) above,
interest, income taxes (but not real estate taxes), depreciation, amortization
and other non-cash charges determined in accordance with GAAP, which amount
shall be adjusted for nonrecurring items such as sales of Properties or Minority
Holdings and to eliminate the straight-lining of rents; provided, however, that
for each Property which has been owned by a Loan Party, a Consolidated Business
or a Minority Holding or open for business for a period of less than one
quarter, Adjusted EBITDA shall be calculated on a pro forma basis based on
actual results for such partial quarter. Adjusted EBITDA shall be determined by
reference to the Loan Party's statement of operations for the applicable period.
Notwithstanding anything to the contrary contained herein, (1) Adjusted EBITDA
shall not include any revenues generated by or allocable to any Property to the
extent that the Investment in such Property constitutes an Event of Default or
Potential Event of Default under Section 10.11 hereof; (2) Adjusted EBITDA shall
not include any revenues generated by or allocable to any Real Estate Under
Construction with respect to which the Borrower elects to include Construction
Asset Cost in Capitalization Value; provided, however, that such revenues may be
included to the extent that (A) the construction in question constitutes
renovation or expansion of a Property that is otherwise completed, open for
business and operational, (B) the construction in question will not materially
interrupt, limit or impair such ongoing business and operations, and (C) the
inclusion of both such revenues in Adjusted EBITDA and such Construction Asset
Cost in Capitalization Value is not duplicative; and (3) the Building located at
110 North Wacker Drive, Chicago, Illinois is not a Property for the purposes of
this definition.



<PAGE>



         "Administrative Agent" is defined in the preamble and includes Dresdner
Bank AG, New York Branch in its capacity as administrative agent for the Lenders
and each successor administrative agent appointed in accordance with the terms
of this Agreement

         "Affiliate", as applied to any Person, means any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, that Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to vote fifteen percent (15.0%) or more of the equity
Securities having voting power for the election of directors of such Person or
otherwise to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting equity Securities or by
contract or otherwise.

         "Annual EBITDA" means, with respect to any Property as of the first day
of any calendar quarter: (i) for purposes of determining the financial ratios
described in Section 10.12(b) and (e) hereof, Adjusted EBITDA for the
immediately preceding consecutive four calendar quarters; provided, however,
that for each Property which has been owned by a Loan Party, a Consolidated
Business or a Minority Holding or open for business for a period of less than
one year, Annual EBITDA shall be calculated on the basis of Adjusted EBITDA
determined as of the first day of each calendar quarter for such period or the
immediately preceding consecutive one, two or three calendar quarters, as
applicable with respect to the length of such ownership, for the period of the
Loan Party's ownership or since opening, annualized; and (ii) for all other
purposes of this Agreement, the sum of (x) Adjusted EBITDA for the immediately
preceding calendar quarter determined without regard to any percentage rent or
temporary rent, annualized, plus (y) percentage rent and temporary rent for the
immediately preceding consecutive four calendar quarters, adjusted for any
Properties or Minority Holdings acquired, opened or sold during that period.
Examples of the foregoing calculations are set forth on Exhibit G hereto. The
Building located at 110 North Wacker Drive, Chicago, Illinois is not a Property
for the purposes of this definition.

         "Applicable Lending Office" means, with respect to a particular Lender,
(i) its Eurodollar Lending Office in respect of provisions relating to
Eurodollar Rate Loans, and (ii) its Domestic Lending Office in respect of
provisions relating to Base Rate Loans.

         "Applicable Margin" means, with respect to each Eurodollar Rate Loan,
1.50% and with respect to each Base Rate Loan, 0%

         "Assignment and Acceptance" means an Assignment and Acceptance in
substantially the form of Exhibit A attached hereto and made a part hereof (with
blanks appropriately completed) delivered to the Administrative Agent in
connection with an assignment of a Lender's interest under this Agreement in
accordance with the provisions of Section 15.1.

         "Authorized Financial Officer" means a chief executive officer, chief
financial officer, treasurer or other qualified senior officer acceptable to the
Administrative Agent, and shall include any such officer of GGP, Inc. acting on
behalf of the Borrower.



                                       2
<PAGE>



         "Bank of America" is defined in the preamble to this Agreement.

         "Base Eurodollar Rate" means, with respect to any Eurodollar Interest
Period applicable to a Borrowing of Eurodollar Rate Loans, an interest rate per
annum displayed on the Rate Page for the purpose of displaying interest rates at
which U.S. Dollar deposits are offered by major banks in the London interbank
market as of 11:00 a.m., London time, on the applicable Eurodollar Interest Rate
Determination Date, for deposits in Dollars, in immediately available funds, in
an amount comparable to the amount of the applicable Eurodollar Rate Loan on
such date, and for a duration comparable to the applicable Eurodollar Interest
Period; provided, however, that if such rate does not appear on the Rate Page,
the "Base Eurodollar Rate" applicable to a particular Eurodollar Interest Period
shall mean a rate per annum equal to the rate at which U.S. Dollar deposits in
an amount approximately equal to the principal balance (or the portion thereof
which will bear interest at a rate determined by reference to the Base
Eurodollar Rate during the Interest Period to which such Base Eurodollar Rate is
applicable in accordance with the provisions hereof), and with maturities
comparable to the last day of the Eurodollar Interest Period with respect to
which such Base Eurodollar Rate is applicable, are offered in immediately
available funds in the London Interbank Market to the London office of Dresdner
Bank AG by leading banks in the eurodollar market at 11:00 a.m., London time, on
the applicable Eurodollar Interest Rate Determination Date.

         "Base Rate" means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time, which rate per annum shall at all
times be equal to the higher of:

                  (i) the rate of interest announced publicly by Dresdner Bank
         AG, New York Branch, from time to time, as its reference rate; and

                  (ii) the sum of (A) one-half of one percent (0.50%) per annum
         plus (B) the Federal Funds Rate in effect from time to time during such
         period.

         "Base Rate Loan" means (i) a Loan which bears interest at the Base
Rate, or (ii) an overdue amount which was a Base Rate Loan immediately before it
became due.

         "Benefit Plan" means a "defined benefit plan" as defined in Section
3(35) of ERISA and any other "pension plan" as defined in Section 3(2) of ERISA
subject to Section 302 of ERISA (other than a Multiemployer Plan) in respect of
which the Borrower or any ERISA Affiliate is, or within the immediately
preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA
or in respect of which the Borrower or any ERISA Affiliate has assumed any
liability.

         "Borrower" is defined in the preamble to this Agreement.

         "Borrower Operating Agreement" means the Second Amended and Restated
Operating Agreement of the Borrower dated April 17, 2002, as amended by First
Amendment dated April 23, 2002 and Second Amendment dated May 13, 2002, as such
agreement may be amended, restated, modified or supplemented from time to time
with the consent of the Administrative Agent or as permitted under Section 10.8.



                                       3
<PAGE>



         "Borrowing" means a borrowing consisting of Loans of the same type
made, continued or converted on the same day.

         "Business Day" means a day, in the applicable local time, which is not
a Saturday or Sunday or a legal holiday and on which banks are not required or
permitted by law or other governmental action to close (i) in New York, New
York, and (ii) in the case of Eurodollar Rate Loans, in London, England.

         "Capital Event" means any sale or issuance (or series of related sales
or issuances) by GGP, Inc., the Loan Party or any of their Subsidiaries, of: (i)
equity Securities representing interests in such entity that generates net
proceeds in excess of $50,000,000; or (ii) debt Securities representing
obligations of such entity (including, without limitation, any secured or
unsecured financing or refinancing) that generates net proceeds in excess of
$75,000,000.

         "Capital Expenditures" means, for any period, the aggregate of all
expenditures (whether payable in cash or other Property or accrued as a
liability (but without duplication)) during such period that, in conformity with
GAAP, are required to be included in or reflected by the Loan Party's or any of
their Subsidiaries' fixed asset accounts as reflected in any of their respective
balance sheets; provided, however, (i) Capital Expenditures shall include,
whether or not such a designation would be in conformity with GAAP, (a) that
portion of Capital Leases which is capitalized on the consolidated balance sheet
of the Loan Party and their Subsidiaries and (b) expenditures for Equipment
which is purchased simultaneously with the trade-in of existing Equipment owned
by the Loan Party or any of their Subsidiaries, to the extent the gross purchase
price of the purchased Equipment exceeds the book value of the Equipment being
traded in at such time; and (ii) Capital Expenditures shall exclude, whether or
not such a designation would be in conformity with GAAP, expenditures made in
connection with the restoration of Property, to the extent reimbursed or
financed from insurance or condemnation proceeds. Notwithstanding the foregoing,
Capital Expenditures shall not include Construction Asset Cost or costs
associated with the renovation of an individual Property in excess of
$5,000,000.

         "Capital Improvement Reserve" means $0.25 per annum per square foot of
mall store gross leasable area in Real Property, and in that portion of real
property owned by Minority Holdings allocable, on a pro rata basis, to the Loan
Party or any of their Subsidiaries.

         "Capitalization Value" means the sum of (i) the Combined EBITDA for the
applicable period divided by 8.25%, and (ii) Cash and Cash Equivalents, and
(iii) Inactive Assets, other than Construction Assets, at the lesser of cost or
fair market value; and (iv) Construction Asset Cost; provided, however, that
Capitalization Value shall include Inactive Assets and Construction Asset Cost
only to the extent that Inactive Assets and Construction Asset Cost do not
exceed, in the aggregate, eight percent (8%) of Capitalization Value; and
provided further that for purposes of determining Capitalization Value only,
"Construction Asset Cost" shall mean, with respect to the land portion of the
Construction Assets set forth on Schedule 1, instead of acquisition cost, the
values of the land portion of such Construction Assets as set forth on such
Schedule 1; and provided further that Capitalization Value shall not include any
Inactive Asset or Construction Asset Cost incurred with respect to any
Construction Asset to the extent the incurrence of such Construction Asset Cost
or the Investment in such Inactive Asset or



                                       4
<PAGE>



Construction Asset constitutes an Event of Default or Potential Event of Default
under Section 10.11 hereof; and provided further that Capitalization Value shall
not include Construction Asset Cost as to any Real Estate Under Construction
with respect to which the Borrower elects to include revenues in Adjusted
EBITDA; provided, however, that such Construction Asset Cost may be included to
the extent that (A) the construction in question constitutes renovation or
expansion of a Property that is otherwise completed, open for business and
operational, (B) the construction in question will not materially interrupt,
limit or impair such ongoing business and operations, and (C) the inclusion of
both such revenues in Adjusted EBITDA and such Construction Asset Cost in
Capitalization Value is not duplicative.

         "Capital Lease" means any lease of any property (whether real, personal
or mixed) by a Person as lessee which, in conformity with GAAP, is accounted for
as a capital lease on the balance sheet of that Person.

         "Capital Stock" means, with respect to any Person, any capital stock of
such Person, regardless of class or designation, and all warrants, options,
purchase rights, conversion or exchange rights, voting rights, calls or claims
of any character with respect thereto.

         "Cash and Cash Equivalents" means (i) unrestricted cash, (ii)
unrestricted marketable direct obligations issued or unconditionally guaranteed
by the United States government and backed by the full faith and credit of the
United States government; and (iii) unrestricted domestic and eurodollar
certificates of deposit and time deposits, bankers' acceptances and floating
rate certificates of deposit issued by any commercial bank organized under the
laws of the United States, any state thereof, the District of Columbia, any
foreign bank, or its branches or agencies (fully protected against currency
fluctuations), which, at the time of acquisition, are rated A1 (or better) by
S&P or P1 (or better) by Moody's or F1 by Fitch; provided, however, that the
maturities of such Cash and Cash Equivalents shall not exceed one year.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq., any amendments
thereto, any successor statutes, and any regulations or guidance having the
force of law promulgated thereunder.

         "Change of Control" means that (i) more than two of Matthew Bucksbaum,
John Bucksbaum, Robert Michaels, and Bernard Freibaum, or any replacement for
any of the foregoing Persons approved by the Requisite Lenders pursuant to
clause (ii) below, cease to be senior officers of GGP, Inc., and (ii) if the
circumstances described in clause (i) shall occur, the senior management
positions of the foregoing Persons who cease to be senior officers as aforesaid
are not filled within 180 days after the vacancy in such positions arise with
replacements approved by the Requisite Lenders.

         "Claim" means any claim or demand, by any Person, of whatsoever kind or
nature for any alleged Liabilities and Costs, whether based in contract, tort,
implied or express warranty, strict liability, criminal or civil statute,
Permit, ordinance or regulation, common law or otherwise.

         "Closing Date" means July 10, 2002.




                                       5
<PAGE>



         "Co-Arrangers" is defined in the preamble to this Agreement.

         "Combined EBITDA" means the sum of (i) 100% of the Annual EBITDA of the
Loan Party and their wholly-owned Subsidiaries with respect to Properties
wholly-owned by the Loan Party or any such Subsidiary; and (ii) the portion of
the Annual EBITDA of the Minority Holdings allocable to the Loan Party and the
Management Company in accordance with GAAP; provided, however, that Combined
EBITDA shall include Annual EBITDA allocable to the Management Company only to
the extent that Annual EBITDA allocable to the Management Company does not
exceed four percent (4%) of Combined EBITDA.

         "Combined Equity Value" means Capitalization Value minus Total Adjusted
Outstanding Indebtedness.

         "Combined Interest Expense" means, for any period, the sum of (i)
interest expense of GGP, Inc. and the Consolidated Businesses paid during such
period and (ii) interest expense of GGP, Inc. and the Consolidated Businesses
accrued for such period to the extent not paid during such period, and (iii) the
portion of the interest expense of Minority Holdings allocable to GGP, Inc. or
the Loan Party in accordance with GAAP and paid during such period, and (iv) the
portion of the interest expense of Minority Holdings allocable to GGP, Inc. or
the Loan Party in accordance with GAAP and accrued for such period, to the
extent not paid during such period, in each case including participating
interest expense, but excluding extraordinary interest expense and prepayment
fees, premiums or penalties and net of amortization of deferred costs associated
with new financings or refinancings of existing Indebtedness; provided, however,
that with respect to Properties that GGP, Inc., the Loan Party, a Consolidated
Business or a Minority Holding has owned for less than one year and which is
included in the calculation of Annual EBITDA, the interest expense with respect
thereto (incurred in connection with any Loans made in connection with the
acquisition of such Property or in connection with any mortgage loans entered
into or assumed in connection therewith) shall be determined as of the first day
of each fiscal quarter for the immediately preceding consecutive one, two or
three fiscal quarters, as applicable with respect to the period such Property
has been owned by GGP, Inc., the Loan Party, a Consolidated Business or a
Minority Holding, annualized.

         "Commission" means the Securities and Exchange Commission and any
Person succeeding to the functions thereof.

         "Commitment" means, with respect to any Lender, the obligation of such
Lender to make Loans pursuant to the terms and conditions of this Agreement, and
which shall not exceed the principal amount set forth opposite such Lender's
name under the heading "Commitment" on the signature pages hereof or the
signature page of the Assignment and Acceptance by which it became a Lender, as
modified from time to time pursuant to the terms of this Agreement or to give
effect to any applicable Assignment and Acceptance, and "Commitments" means the
aggregate principal amount of the Commitments of all the Lenders.

         "Compliance Certificate" is defined in Section 8.2(b).

         "Consolidated" means consolidated in accordance with GAAP.



                                       6
<PAGE>



         "Consolidated Businesses" means the Loan Party and their respective
wholly-owned Subsidiaries.

         "Construction Asset" means any Property which is raw land, vacant
out-parcels or Real Estate Under Construction.

         "Construction Asset Cost" means, with respect to all Construction
Assets, the aggregate sums expended on the construction of such improvements
(including land acquisition costs).

         "Contaminant" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, radioactive materials, asbestos (in any form or condition),
polychlorinated biphenyls (PCBs), or any constituent of any such substance or
waste, and includes, but is not limited to, these terms as defined in federal,
state or local laws or regulations; provided however that "Contaminant" shall
not include the foregoing items to the extent (i) the same exist on the
applicable Property in negligible or customary amounts and are stored and used
in accordance with all Environmental, Health or Safety Requirements of Law or
(ii) are used in connection with a tire or battery retail store provided the
same are stored, sold and used in accordance with all Environmental, Health or
Safety Requirements of Law.

         "Contingent Obligation" as to any Person means, without duplication,
(i) any contingent obligation of such Person required to be shown on such
Person's balance sheet in accordance with GAAP, and (ii) any obligation required
to be disclosed in the footnotes to such Person's financial statements in
accordance with GAAP, guaranteeing partially or in whole any Non-Recourse
Indebtedness, lease, dividend or other obligation, exclusive of (A) contractual
indemnities (including, without limitation, any indemnity or price-adjustment
provision relating to the purchase or sale of Securities or other assets) and
(B) guarantees of non-monetary obligations (other than guarantees of completion)
which have not yet been called on or quantified, of such Person or of any other
Person. The amount of any Contingent Obligation described in clause (ii) shall
be deemed to be (a) with respect to a guaranty of interest or interest and
principal, or operating income guaranty, the sum of all payments required to be
made thereunder (which in the case of an operating income guaranty shall be
deemed to be equal to the debt service for the note secured thereby), calculated
at the interest rate applicable to such Indebtedness, through (i) in the case of
an interest or interest and principal guaranty, the stated date of maturity of
the obligation (and commencing on the date interest could first be payable
thereunder), or (ii) in the case of an operating income guaranty, the date
through which such guaranty will remain in effect, and (b) with respect to all
guarantees not covered by the preceding clause (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
guaranty is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as recorded on the balance sheet and on the footnotes to the
most recent financial statements required to be delivered pursuant to Section
8.2 hereto. Notwithstanding anything contained herein to the contrary,
guarantees of completion or other performance shall not be deemed to be
Contingent Obligations unless and until a claim for payment has been made
thereunder, at which time any such guaranty of completion or other performance
shall be deemed to be a Contingent Obligation in an amount equal to any such
claim. Subject to the preceding



                                       7
<PAGE>



sentence, (i) in the case of a joint and several guaranty given by such Person
and another Person (but only to the extent such guaranty is Recourse
Indebtedness, directly or indirectly to the Loan Party), the amount of the
guaranty shall be deemed to be 100% thereof unless and only to the extent that
(X) such other Person has delivered Cash or Cash Equivalents to secure all or
any part of such Person's obligations under such joint and several guaranty or
(Y) such other Person holds an Investment Grade Credit Rating from any of Fitch,
Moody's or S&P or has creditworthiness otherwise reasonably acceptable to the
Administrative Agent, and (ii) in the case of a guaranty (whether or not joint
and several) of an obligation otherwise constituting Indebtedness of such
Person, the amount of such guaranty shall be deemed to be only that amount in
excess of the amount of the obligation constituting Indebtedness of such Person.
Notwithstanding anything contained herein to the contrary, "Contingent
Obligations" shall not be deemed to include guarantees of loan commitments or of
construction loans to the extent the same have not been drawn.

         "Contractual Obligation" means, as applied to any Person, any provision
of any Securities issued by that Person or any Organizational Document,
indenture, mortgage, deed of trust, security agreement, pledge agreement,
guaranty, contract, undertaking, agreement or instrument to which that Person is
a party or by which it or any of its properties is bound, or to which it or any
of its properties is subject.

         "Credit Obligations" means, at any particular time, the sum of the
outstanding principal amount of the Loans at such time.

         "Credit Rating" means the publicly announced rating of a Person given
by Fitch, Moody's or S&P.

         "Customary Permitted Liens" means

                  (a) Liens (other than Environmental Liens and Liens in favor
         of the PBGC) with respect to the payment of taxes, assessments or
         utility or governmental charges in all cases which are not yet due or
         which are being contested in good faith by appropriate proceedings in
         accordance with Section 9.4 and with respect to which adequate reserves
         or other appropriate provisions are being maintained in accordance with
         GAAP;

                  (b) Statutory Liens of landlords or Equipment lessors against
         any Property of the Loan Party or any of their Subsidiaries and Liens
         against any Property of the Loan Party or any of their Subsidiaries in
         favor of suppliers, mechanics, carriers, materialmen, warehousemen or
         workmen and other Liens against any Property of the Loan Party or any
         of their Subsidiaries imposed by law created in the ordinary course of
         business for amounts which, if not resolved in favor of the Loan Party
         or such Subsidiary, would not be likely to result in a Material Adverse
         Effect;

                  (c) Liens (other than any Lien in favor of the PBGC) incurred
         or deposits made in the ordinary course of business in connection with
         worker's compensation, unemployment insurance or other types of social
         security benefits or to secure the performance of bids, tenders, sales,
         contracts (other than for the repayment of borrowed



                                       8
<PAGE>



         money), surety, appeal and performance bonds; provided that (A) all
         such Liens do not in the aggregate materially detract from the value of
         the Loan Party's (if such Liens are against Property of a Loan Party)
         or a Subsidiary's assets or Property or materially impair the use
         thereof in the operation of their respective businesses, and (B) all
         Liens of attachment or judgment and Liens securing bonds to stay
         judgments or in connection with appeals do not secure at any time an
         aggregate amount of Recourse Indebtedness exceeding $5,000,000 with
         respect to the Loan Party and their Subsidiaries; and

                  (d) Liens against any Property of the Loan Party or any
         Subsidiary of the Loan Party arising with respect to zoning
         restrictions, easements, operating agreements, licenses, reservations,
         covenants, rights-of-way, utility easements, building restrictions and
         other similar charges or encumbrances on the use of Real Property which
         do not interfere with the ordinary conduct of the business of the Loan
         Party or any of their Subsidiaries or materially affect the value
         thereof or, taken together, to the extent they would not be likely to
         result in a Material Adverse Effect.

         "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

         "Dollars" and "$" mean the lawful money of the United States.

         "Domestic Lending Office" means, with respect to any Lender, such
Lender's office, located in the United States, specified as the "Domestic
Lending Office" under its name on the signature pages hereof or on the
Assignment and Acceptance by which it became a Lender or such other United
States office of such Lender as it may from time to time specify by written
notice to the Borrower and the Administrative Agent.

         "Dresdner" is defined in the preamble to this Agreement.

         "Eligible Assignee" means (i) a Lender or any Affiliate thereof; (ii) a
commercial bank having total assets in excess of $5,000,000,000; (iii) the
central bank of any country which is a member of the Organization for Economic
Cooperation and Development; or (iv) a finance company or other financial
institution reasonably acceptable to the Administrative Agent, which is
regularly engaged in making, purchasing or investing in loans and having total
assets in excess of $500,000,000 or is otherwise acceptable to the
Administrative Agent and, in each case other than (i) above, so long as no Event
of Default shall have occurred and be continuing hereunder, to the Borrower
(which acceptance shall not be unreasonably withheld, conditioned or delayed).

         "Environmental, Health or Safety Requirements of Law" means all
Requirements of Law derived from or relating to any federal, state or local law,
ordinance, rule, regulation, Permit, license or other binding determination of
any Governmental Authority relating to, imposing liability or standards
concerning, or otherwise addressing the environment, health and/or safety,
including, but not limited to the Clean Air Act, the Clean Water Act, CERCLA,
RCRA, any so-called "Superfund" or "Superlien" law, the Toxic Substances Control
Act and OSHA, and public health codes, each as from time to time in effect, in
each case as applicable to the Loan Party or their Property.



                                       9
<PAGE>



         "Environmental Lien" means a Lien in favor of any Governmental
Authority for any (i) liabilities under any Environmental, Health or Safety
Requirement of Law, or (ii) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

         "Environmental Property Transfer Act" means any applicable Requirement
of Law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the transfer, sale, lease or closure of any Property or
deed or title for any Property for environmental reasons, including, but not
limited to, any so-called "Environmental Cleanup Responsibility Act" or
"Responsible Property Transfer Act".

         "Equipment" means equipment which is personal property used in
connection with the maintenance of any Property.

         "ERISA" means the Employee Retirement Income Security Act of 1974, 29
U.S.C. Sections 1000 et seq., any amendments thereto, any successor statutes,
and any regulations or guidance having the force of law promulgated thereunder.

         "ERISA Affiliate" means (i) any corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Internal Revenue Code) as the Borrower; (ii) a partnership or other trade or
business (whether or not incorporated) which is under common control (within the
meaning of Section 414(c) of the Internal Revenue Code) with the Borrower; and
(iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Internal Revenue Code) as the Borrower, any corporation
described in clause (i) above or any partnership or trade or business described
in clause (ii) above.

         "ERISA Termination Event" means (i) a Reportable Event with respect to
any Benefit Plan; (ii) the withdrawal of the Borrower or any ERISA Affiliate
from a Benefit Plan during a plan year in which the Borrower or such ERISA
Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of ERISA
or the cessation of operations which results in the termination of employment of
20% of Benefit Plan participants who are employees of the Borrower or any ERISA
Affiliate; (iii) the imposition of an obligation on the Borrower or any ERISA
Affiliate under Section 4041 of ERISA to provide affected parties written notice
of intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
terminate a Benefit Plan; (v) any event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Benefit Plan; or (vi) the partial or complete
withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan.

         "Eurodollar Affiliate" means, with respect to each Lender, the
Affiliate of such Lender (if any) set forth below such Lender's name under the
heading "Eurodollar Affiliate" on the signature pages hereof or on the
Assignment and Acceptance by which it became a Lender or such Affiliate of a
Lender as it may from time to time specify by written notice to the Borrower and
the Administrative Agent.

         "Eurodollar Interest Period" is defined in Section 5.2(b).



                                       10
<PAGE>



         "Eurodollar Interest Rate Determination Date" is defined in Section
5.2(c).

         "Eurodollar Lending Office" means, with respect to any Lender, such
Lender's office (if any) specified as the "Eurodollar Lending Office" under its
name on the signature pages hereof or on the Assignment and Acceptance by which
it became a Lender or such other office or offices of such Lender as it may from
time to time specify by written notice to the Borrower and the Administrative
Agent.

         "Eurodollar Rate" means, with respect to any Eurodollar Interest Period
applicable to a Eurodollar Rate Loan, an interest rate per annum obtained by
dividing (i) the Base Eurodollar Rate applicable to that Eurodollar Interest
Period by (ii) a percentage, calculated for each Lender in respect of the Loans
made by it, equal to 100% minus the Eurodollar Reserve Percentage in effect as
to such Lender, if any, on the relevant Eurodollar Interest Rate Determination
Date.

         "Eurodollar Rate Loan" means (i) a Loan which bears interest at a rate
determined by reference to the Eurodollar Rate and the Applicable Margin for
Eurodollar Rate Loans, as provided in Section 5.1(a) or (ii) an overdue amount
which was a Eurodollar Rate Loan immediately before it became due.

         "Eurodollar Reserve Percentage" means the total of the maximum reserve
percentages for determining the reserves to be maintained by member banks of the
Federal Reserve System for Eurocurrency Liabilities, as defined in Federal
Reserve Board Regulation D. The Eurodollar Reserve Percentage shall be expressed
in decimal form and rounded upward, if necessary, to the nearest 1/100th of one
percent, and shall include marginal, emergency, supplemental, special and other
reserve percentages.

         "Event of Default" means any of the occurrences set forth in Section
11.1 after the expiration of any applicable grace period and the giving of any
applicable notice, in each case as expressly provided in Section 11.1.

         "External Revenues" means all the excess of (i) gross cash revenues
realized by GGP, Inc., the Consolidated Businesses and, to the extent allocable
to the Consolidated Businesses in accordance with GAAP, the Minority Holdings,
excluding only revenues realized in the ordinary course of business, but
including, without limitation, proceeds of any sales of Properties, financings
or refinancings of Properties, whether secured or unsecured, or sales or
issuance of any Securities representing equity interests in or obligations of
such entity, over (ii) the sum of (A) the reasonable and customary out-of-pocket
cost, fees and expenses paid or incurred by GGP, Inc., the Consolidated
Businesses and, to the extent allocable to the Consolidated Businesses in
accordance with GAAP, the Minority Holdings in connection with the transactions
or other proceedings from which such revenues were realized, (B) the amount of
such proceeds applied to repay indebtedness secured by or otherwise directly
related to the Property sold, financed or refinanced, and (C) the amount of such
proceeds applied to acquire Property, other than Real Property, in replacement
of Property, other than Real Property, so sold; provided that "External
Revenues" shall not include (i) proceeds from the issuance of equity or debt, or
sales of Properties, by JP Realty, Inc. and its Subsidiaries, (ii) proceeds from
the issuance of up to $150,000,000 in debt by Victoria Ward, Limited, (iii) net
proceeds obtained and applied in



                                       11
<PAGE>



connection with the acquisition of JP Realty, Inc., or the sales or refinancings
of the following malls: Eden Prairie Mall, Eden Prairie, Minnesota, and
Crossroads Mall, St. Cloud, Minnesota, or (iv) proceeds from the issuance of
debt used to acquire either (x) Real Property, or (y) equity interests in
entities primarily engaged in the ownership or management of Real Property so
long as after the acquisition of such interests such entity becomes a Subsidiary
of the Borrower, the Partnership, or GGP, Inc., in each case so long as the
Lien, if any, securing such debt is limited to the Real Property or equity
interests so acquired.

         "Facility" means the term loan credit facility evidenced by the Loan
Documents.

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day in New York, New York, for the next preceding
Business Day) in New York, New York by the Federal Reserve Bank of New York, or
if such rate is not so published for any day which is a Business Day in New
York, New York, the average of the quotations for such day on transactions by
the Reference Bank, as reasonably determined by the Administrative Agent.

         "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System or any Governmental Authority succeeding to its functions.

         "FFO" means net income, as determined in accordance with GAAP,
excluding gains (or losses) from debt restructuring and sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures (which will be calculated to reflect funds from
operations on the same basis).

         "Financial Statements" means (i) quarterly and annual Consolidated
statements of income and retained earnings, statements of cash flow, and balance
sheets, (ii) such other financial statements as GGP, Inc. and the Loan Party
shall routinely and regularly prepare on a quarterly or annual basis, and (iii)
such other regularly prepared financial statements of the Consolidated
Businesses or Minority Holdings, which statements are material to the Loan
(including anything which would reasonably be expected to have a Material
Adverse Effect), as the Administrative Agent or the Requisite Lenders may from
time to time reasonably specify; provided, however, that the Financial
Statements referenced in clauses (i) and (ii) above shall be prepared in form
satisfactory to the Administrative Agent.

         "Fiscal Year" means the fiscal year of the Loan Party or GGP, Inc., as
applicable, for accounting and tax purposes, which shall be the 12-month period
ending on December 31 of each calendar year.

         "Fitch" means Fitch ICBA, Inc.

         "Fixed Charges" means, as of the first day of each fiscal quarter for
the immediately preceding consecutive four fiscal quarters, the sum of (a)
Combined Interest Expense and (b) the aggregate of all scheduled principal
payments on Total Adjusted Outstanding Indebtedness



                                       12
<PAGE>



according to GAAP made or required to be made during such fiscal period for GGP,
Inc., the Consolidated Businesses and Minority Holdings (but excluding balloon
payments of principal due upon the stated maturity of an Indebtedness), and (c)
the aggregate of all dividends payable on the preferred stock of the
Consolidated Businesses and GGP, Inc. not owned by the Loan Party or any of
their Affiliates (including on any preferred units of Price Development Company,
Limited Partnership, a Maryland limited partnership not owned by the Loan Party
or any of their affiliates).

         "Funding Date" means the date on or after the Closing Date, on which
all of the conditions described in Section 6.1 have been satisfied (or waived)
in a manner satisfactory to the Administrative Agent and the Lenders and on
which the Loans under this Agreement are made by the Lenders to the Borrower.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the American Institute of Certified Public
Accountants' Accounting Principles Board and Financial Accounting Standards
Board or in such other statements by such other entity as may be in general use
by significant segments of the accounting profession as in effect on the Closing
Date (unless otherwise specified herein as in effect on another date or dates).

         "GGP, Inc." means General Growth Properties, Inc., a Delaware
corporation.

         "GGPLP Term Credit Facility" means that certain unsecured Term Loan
Agreement dated as of July 31, 2000 among Bankers Trust Company, as
Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, the
Borrower and the other parties thereto, as from time to time amended.

         "Governmental Approval" means all right, title and interest in any
existing or future certificates, licenses, permits, variances, authorizations
and approvals issued by any Governmental Authority having jurisdiction with
respect to any Property.

         "Governmental Authority" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

         "Guarantor" means GGP, Inc. and the Partnership, jointly and severally.

         "Guaranty" means that certain joint and several Guaranty, dated as of
even date herewith, made by Guarantor in favor of the Administrative Agent, as
agent for the Lenders, guaranteeing the payment and performance of the
Obligations of the Borrower hereunder.

         "Holder" means any Person entitled to enforce any of the Obligations,
whether or not such Person holds any evidence of Indebtedness, including,
without limitation, the Administrative Agent and each other Lender.



                                       13
<PAGE>



         "Homart Portfolio" means the portfolio of Properties commonly described
by the Partnership as GGP/Homart and GGP/Homart II, and their respective
Subsidiaries and Investments.

         "Improvements" means, with respect to any Real Property, all buildings,
fixtures, structures, parking areas, landscaping and all other improvements
whether existing now or hereafter constructed, together with all machinery and
mechanical, electrical, HVAC and plumbing systems presently or hereafter located
thereon and used in the operation thereof, excluding (a) any such items owned by
utility service providers, (b) any such items owned by tenants or other
third-parties and (c) any items of personal property.

         "Inactive Assets" means Construction Assets (other than Real Estate
Under Construction), loans receivable (including, without limitation, purchase
money and other mortgage loans), and other miscellaneous Property not described
in any of clauses (i) through (iv) of Section 10.11(d) hereof.

         "Indebtedness", as applied to any Person, means, at any time, without
duplication, (a) all indebtedness, obligations or other liabilities of such
Person (whether consolidated or representing the proportionate interest in any
other Person) (i) for borrowed money (including construction loans) or evidenced
by debt securities, debentures, acceptances, notes or other similar instruments,
and any accrued interest, fees and charges relating thereto, (ii) under profit
payment agreements or in respect of obligations to redeem, repurchase or
exchange any Securities issued by such Person or to pay dividends in respect of
any stock, (iii) with respect to letters of credit issued for such Person's
account, (iv) to pay the deferred purchase price of property or services, except
accounts payable and accrued expenses arising in the ordinary course of
business, (v) in respect of Capital Leases, (vi) which are Contingent
Obligations, (vii) under warranties and indemnities or (viii) for the payment of
taxes, levies, or other obligations which are then past due and payable to any
Governmental Authority; (b) all indebtedness, obligations or other liabilities
of such Person or others secured by a Lien on any property of such Person,
whether or not such indebtedness, obligations or liabilities are assumed by such
Person, all as of such time; (c) all indebtedness, obligations or other
liabilities of such Person in respect of interest rate contracts and foreign
exchange contracts, net of liabilities owed to such Person by the counterparties
thereon; (d) all preferred stock and other Securities subject (upon the
occurrence of any contingency or otherwise) to mandatory redemption by such
Person; (e) all indebtedness, obligations or other liabilities of such person in
respect of forward equity sales and similar purchase obligations, and (f) all
contingent Contractual Obligations with respect to any of the foregoing .

         "Indemnified Matters" is defined in Section 15.3.

         "Indemnitees" is defined in Section 15.3.

         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, any successor
statute and any regulations or guidance having the force of law promulgated
thereunder.



                                       14
<PAGE>



         "Investment" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Property, including, without limitation,
Securities, or of a beneficial interest in Securities, issued by any other
Person, (ii) any purchase by that Person of all or substantially all of the
assets of a business conducted by another Person, and (iii) any loan, advance
(other than deposits with financial institutions available for withdrawal on
demand, prepaid expenses, accounts receivable, advances to employees and similar
items made or incurred in the ordinary course of business) or capital
contribution by that Person to any other Person, including all Indebtedness to
such Person arising from a sale of property by such Person other than in the
ordinary course of its business. The amount of any Investment shall be the
original cost of such Investment, plus the cost of all additions thereto less
the amount of any return of capital or principal to the extent such return is in
cash with respect to such Investment without any adjustments for increases or
decreases in value or write-ups, write-downs or write-offs with respect to such
Investment.

         "Investment Grade" means (i) with respect to Fitch a Credit Rating of
BBB- or higher, (ii) with respect to Moody's a Credit Rating of Baa3 or higher
and (iii) with respect to S&P, a Credit Rating of BBB- or higher.

         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "Ivanhoe Portfolio" means the portfolio of Properties commonly
described by the Partnership as GGP/Ivanhoe, GGP/Ivanhoe II and GGP/Ivanhoe III,
and their respective Subsidiaries and Investments.

         "knowledge" with reference to any Person or any Subsidiary of such
Person, means the actual knowledge of an officer of such Person after reasonable
inquiry (which reasonable inquiry shall include, without limitation,
interviewing and questioning such other Persons as such Person or such
Subsidiary, as applicable, deems reasonably necessary).

         "Lease" means a lease, license, concession agreement or other agreement
providing for the use or occupancy of any portion of any Property, including all
amendments, supplements, modifications and assignments thereof and all side
letters or side agreements relating thereto.

         "Lender" means each of the Co-Arrangers and, at any other given time,
each financial institution which is or hereafter becomes a party hereto as a
Lender, whether as a signatory hereto or pursuant to an Assignment and
Acceptance and regardless of the capacity in which such entity is acting (i.e.
whether as a Co-Arranger or Lender).

         "Lender Process Agent" is defined in Section 15.17(a).

         "Leverage Ratio" means the ratio, expressed as a percentage, of the
Total Adjusted Outstanding Indebtedness to the Capitalization Value.

         "Liabilities and Costs" means all liabilities, obligations,
responsibilities, losses, damages, personal injury, death, punitive damages,
economic damages, consequential damages, treble



                                       15
<PAGE>



damages, intentional, willful or wanton injury, damage or threat to the
environment, natural resources or public health or welfare, costs and expenses
(including, without limitation, attorney, expert and consulting fees and costs
of investigation, feasibility or Remedial Action studies), fines, penalties and
monetary sanctions, interest, direct or indirect, known or unknown, absolute or
contingent, past, present or future.

         "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, conditional sale agreement, deposit arrangement, security interest,
encumbrance, lien (statutory or other and including, without limitation, any
Environmental Lien), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever in respect of any
property of a Person, whether granted voluntarily or imposed by law, and
includes the interest of a lessor under a Capital Lease or under any financing
lease having substantially the same economic effect as any of the foregoing and
the filing of any financing statement or similar notice (other than a financing
statement filed by a "true" lessor pursuant to Section 9-505 of the Uniform
Commercial Code), naming the owner of such property as debtor, under the Uniform
Commercial Code or other comparable law of any jurisdiction.

         "Limited Minority Holdings" means Minority Holdings in which (i) the
Loan Party or GGP, Inc. has a less than fifty percent (50%) ownership interest
or (ii) the Loan Party or GGP, Inc. does not control the management of such
Minority Holdings, whether as the general partner or managing member of such
Minority Holding, or otherwise or (iii) the Loan Party or GGP, Inc. does not
control decisions with respect to the financing or sale or other disposition of
the assets thereof. As used in this definition only, the term "control" shall
mean the authority to make major management decisions or the management of
day-to-day operations of such entity and shall include instances in which the
Management Company manages the day-to-day leasing, management, control or
development of the Properties of such Minority Holding pursuant to the terms of
a management agreement.

         "Loan Account" is defined in Section 4.3(b).

         "Loan Documents" means this Agreement, the Notes, the Guaranty and all
other instruments, agreements and written Contractual Obligations between the
Borrower and any of the Lenders pursuant to or in connection with the
transactions contemplated hereby.

         "Loan" means a loan made by a Lender pursuant to Section 2.1; provided,
that if any such loan or loans (or portions thereof) are combined or subdivided
pursuant to a Notice of Conversion/Continuation under Section 4.1, the term
"Loan" shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.

         "Loan Party" means, collectively, the Borrower and the Partnership.

         "Loan-to-Value Ratio" means, with respect to all Indebtedness for
borrowed money directly related to any Property or asset (including, without
limitation, Indebtedness secured by a Lien thereon or on the equity interests in
the entity owning such Property, or incurred to finance any construction
thereon) the ratio (expressed as a percentage) of: (i) the amount of such



                                       16
<PAGE>



Indebtedness; to (ii) the value of such Property or asset (which value shall be
the Capitalization Value attributable thereto).

         "Management Company" means General Growth Management, Inc., a Delaware
corporation and its Subsidiaries, and any of its successors and assigns that are
Affiliates of GGP, Inc.

         "Margin Stock" means "margin stock" as such term is defined in
Regulation U and Regulation G.

         "Material Adverse Effect" means a material adverse effect upon (i) the
financial condition or assets of GGP, Inc., the Loan Party and their
Subsidiaries taken as a whole, (ii) the ability of GGP, Inc. or the Loan Party
to perform their obligations under the applicable Loan Documents, or (iii) the
ability of the Lenders or the Administrative Agent to enforce any of the Loan
Documents.

         "Minority Holdings" means partnerships, joint ventures, trusts, limited
liability companies and corporations held or owned by the Loan Party, GGP, Inc.
or the Management Company, which are not wholly-owned by the Loan Party, GGP,
Inc. or the Management Company.

         "Moody's" means Moody's Investor Services, Inc.

         "Multiemployer Plan" means a "multiemployer plan" as defined in Section
3(37) of ERISA which is, or within the immediately preceding six (6) years was,
contributed to by either the Borrower or any ERISA Affiliate or in respect of
which the Borrower or any ERISA Affiliate has assumed any liability.

         "Non-Recourse Indebtedness" means Indebtedness which is not Recourse
Indebtedness.

         "Note" means a promissory note substantially in the form attached
hereto as Exhibit B payable to a Lender, in form and substance acceptable to the
Administrative Agent and such Lender, evidencing certain of the Obligations of
and executed by the Borrower as required by Section 4.3(a), as well as any such
other promissory note as is necessary to evidence the Loans owing to a Lender,
after giving effect to any Assignment and Acceptance pursuant to Section 15.1,
which is in form and substance acceptable to the Administrative Agent and the
parties to such Assignment and Acceptance, as applicable. All such promissory
notes, as the same may be amended, supplemented, modified or restated from time
to time and all replacements thereof and substitutions therefor are collectively
referred to herein as the "Notes."

         "Notice of Borrowing" means a notice substantially in the form of
Exhibit C attached hereto and made a part hereof.

         "Notice of Conversion/Continuation" means a notice substantially in the
form of Exhibit D attached hereto and made a part hereof with respect to a
proposed conversion or continuation of a Loan pursuant to Section 5.1(c).



                                       17
<PAGE>



         "Obligations" means all Loans, advances, debts, liabilities,
obligations, covenants and duties owing by the Borrower to the Administrative
Agent, any other Lender, any Affiliate of the Administrative Agent, any other
Lender, or any Person entitled to indemnification pursuant to Section 15.3 of
this Agreement, of any kind or nature, arising under this Agreement, the Notes
or any other Loan Document. The term includes, without limitation, all interest,
charges, expenses, fees, reasonable attorneys' fees and disbursements and any
other sum chargeable to the Borrower under this Agreement or any other Loan
Document.

         "Officer's Certificate" means, as to a corporation, a certificate
executed on behalf of such corporation by the chairman of its board of directors
(if an officer of such corporation) or its chief executive officer, president,
any of its vice-presidents, its chief financial officer, or its treasurer and,
as to a partnership, a certificate executed on behalf of such partnership by the
chief executive officer, president, any vice-president, or treasurer of the
general partner of such partnership.

         "Organizational Documents" means, with respect to any corporation,
limited liability company, trust or partnership (i) the articles/certificate of
incorporation, formation or limited partnership (or the equivalent
organizational documents) of such corporation or limited liability company,
trust or limited partnership, (ii) the partnership agreement, operating
agreement or trust agreement executed by the partners in the partnership, the
members in the limited liability company or governing the trust, (iii) the
bylaws (or the equivalent governing documents) of the corporation, limited
liability company, trust or partnership, and (iv) any document setting forth the
designation, amount and/or relative rights, limitations and preferences of any
class or series of such corporation's Capital Stock or such limited liability
company's, partnership's or trust's equity, ownership or beneficial interests.

         "OSHA" means the Occupational Safety and Health Act of 1970, 29 U.S.C.
Sections 651 et seq., any amendments thereto, any successor statutes and any
regulations or guidance having the force of law promulgated thereunder.

         "Partnership" means GGP Limited Partnership, a Delaware limited
partnership.

         "Partnership Agreement" means the Second Amended and Restated Agreement
of Limited Partnership of the Partnership dated April 1, 1998, as amended by
First Amendment dated as of June 10, 1998, Second Amendment dated as of June 29,
1998, Third Amendment dated February 15, 2002, Amendment dated as of April 24,
2002, and Fourth Amendment dated on or about the Closing Date, 2002, and as
supplemented by joinders of certain third parties as limited partners in the
Partnership, as such agreement may be amended, restated, modified or
supplemented from time to time with the consent of the Administrative Agent or
as permitted under Section 10.8.

         "PBGC" means the Pension Benefit Guaranty Corporation and any Person
succeeding to the functions thereof.

         "Permits" means any permit, consent, approval, authorization, license,
variance, or permission required from any Person, including any Governmental
Approvals.



                                       18
<PAGE>



         "Person" means any natural person, corporation, limited liability
company, limited partnership, general partnership, joint stock company, joint
venture, association, company, trust, bank, trust company, land trust, business
trust or other organization, whether or not a legal entity, and any Governmental
Authority.

         "Plan" means an "employee benefit" plan defined in Section 3(3) of
ERISA in respect of which the Borrower or any ERISA Affiliate is, or within the
immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA or the Borrower or any ERISA Affiliate has assumed any liability.

         "Potential Event of Default" means an event which, with the giving of
notice or the lapse of time, or both, would constitute an Event of Default.

         "Prepayment Date" is defined in Section 4.1(d).

         "Process Agent" is defined in Section 15.17(a).

         "Property" means any Real Property or personal property, plant,
building, facility, structure, underground storage tank or unit, equipment,
general intangible, receivable, or other asset owned, leased or operated by any
Consolidated Business or any Minority Holding (including any surface water
thereon or adjacent thereto, and soil and groundwater thereunder).

         "Pro Rata Share" means, with respect to any Lender, the percentage
obtained by dividing (i) the sum of the principal amounts of such Lender's then
outstanding Loans by (ii) the aggregate principal amount of all then outstanding
Loans.

         "Rate Page" means the display designated as "Page 3750" on Moneyline
Telerate (or such other page as may replace Page 3750 on Moneyline Telerate or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association interest settlement rates for U.S. Dollar deposits).

         "RCRA" means the Resource Conservation and Recovery Act of 1976, 42
U.S.C. Sections 6901 et seq., any amendments thereto, any successor statutes,
and any regulations or guidance having the force of law promulgated thereunder.

         "Real Estate Under Construction" means Real Property on which
construction of material improvements has commenced and is continuing to be
performed, but has not yet been completed (as such completion shall be evidenced
by such Property being opened for business to the general public).

         "Real Property" means all of the Loan Party's or any Subsidiary of the
Loan Party's present and future right, title and interest (including, without
limitation, any leasehold estate) in (i) any plots, pieces or parcels of land,
(ii) any Improvements of every nature whatsoever (the rights and interests
described in clauses (i) and (ii) above being the "Premises"), (iii) all
easements, rights of way, gores of land or any lands occupied by streets, ways,
alleys, passages, sewer rights, water courses, water rights and powers, and
public places adjoining such land, and



                                       19
<PAGE>



any other interests in property constituting appurtenances to the Premises, or
which hereafter shall in any way belong, relate or be appurtenant thereto, (iv)
all hereditaments, gas, oil, minerals (with the right to extract, sever and
remove such gas, oil and minerals), and easements, of every nature whatsoever,
located in, on or benefiting the Premises and (v) all other rights and
privileges thereunto belonging or appertaining and all extensions, additions,
improvements, betterments, renewals, substitutions and replacements to or of any
of the rights and interests described in clauses (iii) and (iv) above.

         "Recourse Indebtedness" means any Indebtedness, to the extent that
recourse of the applicable lender for non-payment is not limited to such
lender's Liens on a particular asset or group of assets (except to the extent
the property on which such lender has a Lien and to which its recourse for
non-payment is limited constitutes Cash or Cash Equivalents, to which extent
such Indebtedness shall be deemed to be Recourse Indebtedness).

         "Reference Bank" means Dresdner Bank AG.

         "Register" is defined in Section 15.1(c).

         "Regulation A" means Regulation A of the Federal Reserve Board as in
effect from time to time.

         "Regulation G" means Regulation G of the Federal Reserve Board as in
effect from time to time.

         "Regulation T" means Regulation T of the Federal Reserve Board as in
effect from time to time.

         "Regulation U" means Regulation U of the Federal Reserve Board as in
effect from time to time.

         "Regulation X" means Regulation X of the Federal Reserve Board as in
effect from time to time.

         "REIT" means a domestic trust or corporation that qualifies as a real
estate investment trust under the provisions of Sections 856, et seq. of the
Internal Revenue Code.

         "Release" means any release, spill, emission, leaking, pumping,
pouring, dumping, injection, deposit, disposal, abandonment, or discarding of
barrels, containers or other receptacles, discharge, emptying, escape,
dispersal, leaching or migration into the indoor or outdoor environment or into
or out of any Property, including the movement of Contaminants through or in the
air, soil, surface water, groundwater or Property.

         "Remedial Action" means actions required to (i) clean up, remove, treat
or in any other way address Contaminants in the indoor or outdoor environment;
(ii) prevent the Release or threat of Release or minimize the further Release of
Contaminants; or (iii) investigate and determine if a remedial response is
needed and to design such a response and post-remedial investigation,
monitoring, operation and maintenance and care.



                                       20
<PAGE>



         "Reportable Event" means any of the events described in Section 4043(c)
of ERISA and the regulations having the force of law promulgated thereunder as
in effect from time to time but not including any such event as to which the
thirty (30) day notice requirement has been waived by applicable PBGC
regulations.

         "Requirements of Law" means, as to any Person, the charter and bylaws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act, the Securities Exchange Act,
Regulations G, T, U and X, ERISA, the Fair Labor Standards Act, the Worker
Adjustment and Retraining Notification Act, Americans with Disabilities Act of
1990, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or Permit and Environmental, Health or
Safety Requirement of Law.

         "Requisite Lenders" means the Lenders whose Pro Rata Shares, in the
aggregate, represent an amount equal to or more than sixty-six and two-thirds
percent (66-2/3%) of the aggregate Pro Rata Shares of all Lenders which are not
then Defaulting Lenders.

         "S&P" means Standard & Poor's Ratings Services, a Division of The
McGraw Hill Companies, Inc.

         "Secured Indebtedness" means any Indebtedness secured by a Lien.

         "Securities" means any stock, shares, voting trust certificates,
partnership interests, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities", including, without
limitation, any "security" as such term is defined in Section 8-102 of the
Uniform Commercial Code, or any certificates of interest, shares, or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing, but shall not include the Notes or any other evidence of the
Obligations.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, and any successor statute.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

         "Solvent", when used with respect to any Person, means that at the time
of determination:

                  (a) the fair saleable value of its assets is in excess of the
         total amount of its liabilities (including, without limitation,
         contingent liabilities); and

                  (b) the present fair saleable value of its assets is greater
         than its probable liability on its existing debts as such debts become
         absolute and matured; and



                                       21
<PAGE>



                  (c) it is then able and expects to be able to pay its debts
         (including, without limitation, contingent debts and other commitments)
         as they mature; and

                  (d) it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

         "Subsidiary" of a Person means any corporation, limited liability
company, general or limited partnership, trust or other entity of which
Securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned or controlled by such Person, one
or more of the other subsidiaries of such Person or any combination thereof. For
purposes of this Agreement, Subsidiaries of GGP, Inc. shall be considered
Subsidiaries of the Loan Party.

         "Syndication Agent" is defined in the preamble and includes Bank of
America in its capacity as syndication agent for the Lenders and each successor
syndication agent appointed in accordance with the terms of this Agreement.

         "Taxes" is defined in Section 13.1(a) hereof.

         "Tenant Allowance" means a cash allowance paid to a tenant by the
landlord pursuant to a Lease.

         "Termination Date" means the earlier to occur of (i) July 9, 2003 (or,
if not a Business Day, the next preceding Business Day); and (ii) the date on
which the Loans are accelerated pursuant to Section 11.2(a) hereof.

         "TI Work" means any construction or other "build-out" of tenant
leasehold improvements to the space demised to such tenant under Leases
(excluding such tenant's furniture, fixtures and equipment) performed pursuant
to the terms of such Leases, whether or not such tenant improvement work is
performed by or on behalf of the landlord or as part of a Tenant Allowance.

         "Total Adjusted Outstanding Indebtedness" means, for any period, the
sum of (i) the amount of Indebtedness of GGP, Inc. and the Consolidated
Businesses set forth on the then most recent quarterly financial statements of
GGP, Inc., and (ii) the outstanding amount of Minority Holding Indebtedness pro
rata allocable to the Loan Party and GGP, Inc. as of the time of determination
and (iii) without duplication, the Contingent Obligations of GGP, Inc. and the
Consolidated Businesses and, to the extent allocable to GGP, Inc. and the
Consolidated Businesses in accordance with GAAP, of the Minority Holdings,
provided however that for purposes of this calculation only, the term
"Indebtedness" shall not include Indebtedness with respect to letters of credit
issued to support guaranties of interest or interest and principal, or operating
income guaranties or other performance guaranty or completion guaranty
obligations; provided, however, that the exclusion for letters of credit issued
to support performance guaranty obligations shall not exceed 1.0% of
Capitalization Value.



                                       22
<PAGE>



         "Total Adjusted Outstanding Unsecured Indebtedness" means that portion
of Total Adjusted Outstanding Indebtedness that is Unsecured Indebtedness.

         "Uniform Commercial Code" means the Uniform Commercial Code as enacted
in the State of Illinois, as it may be amended from time to time.

         "Unsecured Indebtedness" means Indebtedness that is not secured by any
Lien.

         1.2 Computation of Time Periods. In this Agreement, in the computation
of periods of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding". Periods of days referred to in this Agreement shall be counted
in calendar days unless Business Days are expressly prescribed. Any period
determined hereunder by reference to a month or months or year or years shall
end on the day in the relevant calendar month in the relevant year, if
applicable, immediately preceding the date numerically corresponding to the
first day of such period, provided, that if such period commences on the last
day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month during which such period is to end),
such period shall, unless otherwise expressly required by the other provisions
of this Agreement, end on the last day of the calendar month.

         1.3 Accounting Terms. Subject to Section 15.4, for purposes of this
Agreement, all accounting terms not otherwise defined herein shall have the
meanings assigned to them in conformity with GAAP.

         1.4 Other Terms. All other terms contained in this Agreement shall,
unless the context indicates otherwise, have the meanings assigned to such terms
by the Uniform Commercial Code to the extent the same are defined therein.

                     ARTICLE II - AMOUNTS AND TERMS OF LOANS

         2.1 Loans.

                  (a) Availability. Subject to the terms and conditions set
forth in this Agreement, each Lender hereby severally and not jointly agrees to
make loans, in Dollars (each individually, a "Loan" and, collectively, the
"Loans") to the Borrower on the Funding Date, in an amount not to exceed the
amount of its Commitment. Thereafter the Borrower may request continuations and
conversions of such Loans pursuant to Section 5.1(c) hereof but may not request
that the Lenders' make any new Loans. All Loans comprising the same Borrowing
under this Agreement shall be made by the Lenders simultaneously and
proportionately to their then respective Pro Rata Shares, it being understood
that no Lender shall be responsible for any failure by any other Lender to
perform its obligation to make a Loan hereunder nor shall the Commitment of any
Lender be increased or decreased as a result of any such failure. All or any
portion of any Loan which is repaid may not be reborrowed.

                  (b) Notice of Borrowing. The Borrower shall request the
Borrowing of the Loans on the Funding Date, which Loans may be Eurodollar Rate
Loans and/or Base Rate



                                       23
<PAGE>



Loans. In order to effect such Borrowing, the Borrower shall deliver to the
Administrative Agent the Notice of Borrowing, signed by it no later than noon
(New York time) at least three (3) Business Days in advance of the Funding Date.
The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall
be a Business Day and shall not be later than five (5) Business Days after the
Closing Date), (ii) the amount of the Borrowing which will be comprised of Base
Rate Loans and/or Eurodollar Rate Loans, (iii) in the case of Eurodollar Rate
Loans, the requested Eurodollar Interest Period(s), and if more than one, the
amount of each Eurodollar Rate Loan for each such Interest Period, and (iv)
instructions for the disbursement of the proceeds of the proposed Borrowing. The
Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to
this Section 2.1(b) shall be irrevocable.

                  (c) Making of Loans.

                           (i) Promptly after receipt of the Notice of Borrowing
under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative
Agent shall notify each Lender by facsimile transmission, or other similar form
of transmission, of the proposed Borrowing (which notice to the Lenders, in the
case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3)
Business Days in advance of the proposed Funding Date). Each Lender shall
deposit an amount equal to its Pro Rata Share of the Borrowing requested by the
Borrower with the Administrative Agent at its office in New York, New York in
immediately available funds, not later than noon (New York time) on the Funding
Date. Subject to the fulfillment of the conditions precedent set forth in
Section 6.1, the Administrative Agent shall make the proceeds of such amounts
received by it available to the Borrower at the Administrative Agent's office in
New York, New York on the Funding Date (or on the date received if later than
the Funding Date) and shall disburse such proceeds in accordance with the
Borrower's disbursement instructions set forth in the Notice of Borrowing. The
failure of any Lender to deposit the amount described above with the
Administrative Agent on the Funding Date shall not relieve any other Lender of
its obligations hereunder to make its Loan on the Funding Date. In the event the
conditions precedent set forth in Section 6.1, are not fulfilled as of the
Funding Date, the Administrative Agent shall promptly return to each Lender, by
wire transfer of immediately available funds, the amount deposited by such
Lender.

                           (ii) Unless the Administrative Agent shall have been
notified by any Lender on the Business Day immediately preceding the Funding
Date that such Lender does not intend to fund its Loan requested to be funded on
the Funding Date, the Administrative Agent may assume that such Lender has
funded its Loan and is depositing the proceeds thereof with the Administrative
Agent on the Funding Date, and the Administrative Agent in its sole discretion
may, but shall not be obligated to, disburse a corresponding amount to the
Borrower on the Funding Date. If the Loan proceeds corresponding to that amount
are advanced to the Borrower by the Administrative Agent but are not in fact
deposited with the Administrative Agent by such Lender on or prior to the
Funding Date, such Lender agrees to pay, and in addition the Borrower agrees to
repay, to the Administrative Agent forthwith on demand such corresponding amount
of such advance by the Administrative Agent, together with interest thereon, for
each day from the date such amount is disbursed to or for the benefit of the
Borrower until the date such amount is paid or repaid to the Administrative
Agent, at the interest rate applicable to such Borrowing. If such Lender shall
pay to the Administrative Agent the corresponding amount of such advance by



                                       24
<PAGE>



the Administrative Agent, the amount so paid shall constitute such Lender's
Loan, and if both such Lender and the Borrower shall pay and repay such
corresponding amount, the Administrative Agent shall promptly pay to the
Borrower such corresponding amount of such advance by the Administrative Agent.
This Section 2.1(c)(ii) does not relieve any Lender of its obligation to make
its Loan on the Funding Date.

         2.2 Amortization. The Borrower shall repay the Loans on the dates and
in the amounts indicated below (unless earlier repayment is made or is required
by the terms hereof):

<Table>
<Caption>
                       Date                                                      Amount
                       ----                                                      ------
<S>                                                  <C>
                 January 10, 2003                    $30,000,000 less the aggregate amount of Loans repaid prior to
                                                                                such date

                  April 10, 2003                       $30,000,000 less the aggregate amount of Loans in excess of
                                                                  $30,000,000 repaid prior to such date

                 Termination Date                                 Amount of all then outstanding Loans
</Table>



         2.3 Use of Proceeds of Loans. The proceeds of the Loans to the Borrower
hereunder may be used for the purposes of acquiring interests in JP Realty, Inc.
and Victoria Ward, Limited, and for other general and working capital needs of
the Borrower.

         2.4 Termination Date. All then outstanding Obligations shall be due and
payable on the Termination Date.

         2.5 [Intentionally Omitted].

         2.6 Maximum Credit Facility. Notwithstanding anything in this Agreement
to the contrary, in no event shall the aggregate Credit Obligations exceed
$350,000,000 without the consent of each Lender.

         2.7 Authorized Agents. On the Closing Date and from time to time
thereafter, the Borrower shall deliver to the Administrative Agent an Officer's
Certificate setting forth the names of the employees and agents authorized to
request Loans and to request a conversion/continuation of any Loan and
containing a specimen signature of each such employee or agent. The employees
and agents so authorized shall also be authorized to act for the Borrower in
respect of all other matters relating to the Loan Documents. The Administrative
Agent and the Lenders shall be entitled to rely conclusively on such employee's
or agent's authority to request such Loan or such conversion/continuation until
the Administrative Agent receives written notice to the contrary. The
Administrative Agent shall have no duty to verify the authenticity of the
signature appearing on the Notice of Borrowing or any Notice of
Conversion/Continuation or any other document, and, with respect to an oral
request for any Loan or any conversion/continuation, the Administrative Agent
shall have no duty to verify the identity of any person representing himself or
herself as one of the employees or agents authorized to make such request or
otherwise to act on behalf of the Borrower. None of the Administrative Agent or
the Lenders shall incur any liability to the Borrower or any other Person in
acting upon any telephonic or facsimile notice referred to above which the
Administrative



                                       25
<PAGE>



Agent or such Lender reasonably believes to have been given by a person duly
authorized to act on behalf of the Borrower and the Borrower hereby indemnifies
and holds harmless the Administrative Agent and each other Lender from any loss
or expense the Administrative Agent or the Lenders incur in acting in good faith
as provided in this Section 2.7, provided however that the Borrower shall not
indemnify or hold harmless the Administrative Agent or any other Lender from any
loss or expense incurred as the result of the Administrative Agent's or such
Lender's gross negligence or willful misconduct.

                      ARTICLE III - [INTENTIONALLY OMITTED]

                      ARTICLE IV - PAYMENTS AND PREPAYMENTS

         4.1 Prepayments; Termination of Commitments.

                  (a) Voluntary Prepayments. The Borrower may, at any time and
from time to time, prepay the Loans, in part or in their entirety, subject to
the following limitations. The Borrower shall give at least two (2) days' prior
written notice to the Administrative Agent (which the Administrative Agent shall
promptly transmit to each Lender) of any prepayment in the entirety to be made
prior to the occurrence of an Event of Default, which notice of prepayment shall
specify the date (which shall be a Business Day) of prepayment. When notice of
prepayment is delivered as provided herein, the outstanding principal amount of
the Loans to be prepaid on the prepayment date specified in the notice shall
become due and payable on such prepayment date. Each voluntary partial
prepayment of the Loans shall be in a minimum amount of $1,000,000. Eurodollar
Rate Loans may be prepaid in part or in their entirety only upon payment of the
amounts described in Section 5.2(f).

                  (b) Termination of Commitments. Each Lender's Commitment shall
automatically terminate after the initial Borrowing of Loans hereunder.

                  (c) No Penalty. The prepayments and payments in respect of
reductions and terminations described in clauses (a), (b) and (d) of this
Section 4.1 may be made without premium or penalty (except as provided in
Section 5.2(f)).

                  (d) Mandatory Prepayment.

                           (i) If at any time from and after the Closing Date:
(i) the Loan Party or GGP, Inc. merges or consolidates with another Person and
the Loan Party is not the surviving entity, or (ii) the Loan Party or any
Consolidated Subsidiary or any Minority Holding sells, transfers, assigns,
conveys or suffers foreclosure as to assets, the book value of which (computed
in accordance with GAAP but without deduction for depreciation), in the
aggregate of all such sales, transfers, assignments, foreclosures or conveyances
exceeds twenty percent (20%) of the then Capitalization Value, or (iii) the
portion of Capitalization Value attributable to the aggregate Limited Minority
Holdings (exclusive of Limited Minority Holdings existing as of the Closing
Date) of the Loan Party and their Consolidated Subsidiaries exceeds twenty
percent (20%) of the then Capitalization Value, or (iv) the Management Company
ceases to provide property management and leasing services to at least
seventy-five percent (75%) of the total number of



                                       26
<PAGE>



Real Properties in which the Loan Party or their Subsidiaries has an ownership
interest, excluding any such Real Properties that are Limited Minority Holdings
(the date any such event shall occur being the "Prepayment Date"), the Borrower
shall be required to prepay the Loans in their entirety as if the Prepayment
Date were the Termination Date. The Borrower shall immediately make such
prepayment together with interest accrued to the date of the prepayment on the
principal amount prepaid. In connection with the prepayment of any Loan prior to
the maturity thereof, the Borrower shall also pay any applicable expenses
pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay
ratably the Loans of the Lenders. As used in this Section 4.1(d)(i) only, the
phrase "sells, transfers, assigns or conveys" shall not include (i) sales or
conveyances between or among Loan Party and any Consolidated Subsidiaries, or
(ii) mortgages secured by Real Property, or (iii) sales or conveyances of
Securities representing interests in or obligations of the Loan Party or
newly-formed Subsidiaries or Minority Holdings in connection with the
acquisition of interests in Real Property, or (iv) sales or conveyances of
non-mall assets of JP Realty, Inc. and its Subsidiaries.

                           (ii) If (A) an Event of Default shall occur under
Section 10.12(e) hereof and for so long as it shall be continuing, then, in
addition to all other rights and remedies of the Administrative Agent and the
Lenders hereunder in respect of such Event of Default, or (B) the ratio as of
the first day of a calendar quarter of (i) Combined EBITDA for the immediately
preceding calendar quarter to (ii) Fixed Charges shall be less than 1.6 to 1.0,
then until such time as such ratio shall equal or exceed 1.6 to 1.0 measured as
of the first day of a subsequent calendar quarter for the immediately preceding
four calendar quarters, the Borrower shall apply all External Revenues, within
thirty (30) days after receipt thereof, to pay or prepay, as the case may be, on
a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for
borrowed money, including, without limitation, the Loans then outstanding
hereunder; provided, however, that no such application of External Revenues, nor
any demand therefor or acceptance thereof by the Administrative Agent, the
Lenders or any other lender, shall result in any waiver, release, limitation or
impairment of any Obligation of the Borrower, or of any right, remedy or
recourse of the Administrative Agent and the Lenders, in connection with an
Event of Default as described in clause (A) of this Section.

                           (iii) Immediately upon receipt by GGP, Inc. or a Loan
Party of any External Revenues at any time other than as described in Section
4.1(d)(ii) above, the Borrower shall repay the Loans in an amount calculated as
follows:

                                    (A) if at the time such External Revenues
are received the amount of Credit Obligations outstanding hereunder is more than
$150,000,000, the amount of such External Revenues which must be used to repay
Loans shall equal 80% of such External Revenues.

                                    (B) if at the time such External Revenues
are received the amount of Credit Obligations outstanding hereunder is equal to
or less than $150,000,000, the amount of such External Revenues which must be
used to repay Loans shall equal 70% of such External Revenues.



                                       27
<PAGE>



         4.2 Payments.

                  (a) Manner and Time of Payment. All payments of principal and
interest on the Loans and other Obligations (including, without limitation, fees
and expenses) which are payable to the Administrative Agent or any other Lender
shall be made without offset, condition or reservation of right, in immediately
available funds, transmitted to the Administrative Agent not later than noon
(New York time) on the date and at the place due, to such account of the
Administrative Agent as it may designate, for the account of the Administrative
Agent or such other Lender, as the case may be; and funds received by the
Administrative Agent, including, without limitation, funds in respect of any
Loans to be made on that date, not later than noon (New York time) on any given
Business Day shall be credited against payment to be made that day and funds
received by the Administrative Agent after that time shall be deemed to have
been paid on the next succeeding Business Day. Payments actually received by the
Administrative Agent for the account of the Lenders, or any of them, shall be
paid to them in immediately available funds by the Administrative Agent promptly
after receipt thereof.

                  (b) Apportionment of Payments.

                           (i) All payments of principal and interest in respect
of outstanding Loans, all payments of fees and all other payments in respect of
any other Obligations, shall be allocated among such of the Lenders as are
entitled thereto, in proportion to their respective Pro Rata Shares or otherwise
as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such
payments and any other amounts received by the Administrative Agent from or for
the benefit of the Borrower shall be applied in the following order:

                                    (1) first, to pay principal and interest on
                  any portion of the Loans which the Administrative Agent may
                  have advanced on behalf of any Lender other than Dresdner Bank
                  AG, New York and Grand Cayman Branches for which the
                  Administrative Agent has not then been reimbursed by such
                  Lender or the Borrower,

                                    (2) second, to pay all other Obligations
                  then due and payable, and

                                    (3) third, as the Borrower so designates.

Unless otherwise designated by the Borrower, all principal payments in respect
of Loans shall be applied first, to repay outstanding Base Rate Loans, and then
to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans
which have earlier expiring Eurodollar Interest Periods being repaid prior to
those which have later expiring Eurodollar Interest Periods.

                           (ii) After the occurrence of an Event of Default and
while the same is continuing, the Administrative Agent shall apply all payments
in respect of any Obligations in the following order:

                                    (1) first, to pay principal and interest on
                  any portion of the Loans which the Administrative Agent may
                  have advanced on behalf of any



                                       28
<PAGE>


                  Lender other than Dresdner Bank AG, New York and Grand Cayman
                  Branches for which the Administrative Agent has not then been
                  reimbursed by such Lender or the Borrower;

                                    (2) second, to pay Obligations in respect of
                  any fees, expense reimbursements or indemnities then due to
                  the Co-Arrangers, or any of them, in their respective
                  capacities as such and not as Lenders;

                                    (3) third, to pay Obligations in respect of
                  any fees, expense reimbursements or indemnities then due to
                  the Lenders;

                                    (4) fourth, to pay interest due in respect
                  of Loans;

                                    (5) fifth, to the ratable payment or
                  prepayment of the outstanding principal amounts of Loans; and

                                    (6) sixth to the ratable payment of all
                  other Obligations.

The order of priority set forth in this Section 4.2(b)(ii) and the related
provisions of this Agreement are set forth solely to determine the rights and
priorities of the Administrative Agent, the other Lenders and other Holders as
among themselves. The order of priority set forth in clauses (3) through (6) of
this Section 4.2(b)(ii) may at any time and from time to time be changed by the
Requisite Lenders without necessity of notice to or consent of or approval by
the Borrower, any Holder which is not a Lender, or any other Person; provided,
however, that no such change shall favor any Lender over any other Lender. The
order of priority set forth in clauses (1) and (2) of this Section 4.2(b)(ii)
may be changed only with the prior written consent of the Administrative Agent.

                           (iii) [Intentionally Omitted]

                           (iv) The Administrative Agent shall promptly
distribute to each other Lender at its primary address set forth on the
appropriate signature page hereof or the signature page to the Assignment and
Acceptance by which it became a Lender, or at such other address as a Lender or
other Holder may request in writing, such funds as such Person may be entitled
to receive, subject to the provisions of Article XII; provided, however, that
the Administrative Agent shall under no circumstances be bound to inquire into
or determine the validity, scope or priority of any interest or entitlement of
any Holder and may suspend all payments or seek appropriate relief (including,
without limitation, instructions from the Requisite Lenders or an action in the
nature of interpleader) in the event of any doubt or dispute as to any
apportionment or distribution contemplated hereby.

                  (c) Payments on Non-Business Days. Whenever any payment to be
made by the Borrower hereunder or under the Notes is stated to be due on a day
which is not a Business Day, the payment shall instead be due on the next
succeeding Business Day (or, if required pursuant to Section 5.2(b)(iii), the
next preceding Business Day).



                                       29
<PAGE>



         4.3 Promise to Repay; Evidence of Indebtedness.

                  (a) Promise to Repay. The Borrower hereby agrees to pay when
due the principal amount of each Loan which is made to it, and further agrees to
pay all unpaid interest accrued thereon, in accordance with the terms of this
Agreement and the Notes. The Borrower shall execute and deliver to each Lender
on the Closing Date, a Note evidencing the Loans owing or which may become owing
to such Lender, and thereafter shall execute and deliver such other Notes as are
necessary to evidence the Loans owing to the Lenders after giving effect to any
Assignment and Acceptance pursuant to Section 15.1, all in form and substance
acceptable to the Administrative Agent and the parties to such Assignment and
Acceptance.

                  (b) Loan Account. Each Lender shall maintain in accordance
with its usual practice an account or accounts (a "Loan Account") evidencing the
Indebtedness of the Borrower to such Lender resulting from each Loan owing to
such Lender from time to time, including, without limitation, the amount of
principal and interest payable and paid to such Lender from time to time
hereunder and under the Notes.

                  (c) Control Account. The Register maintained by the
Administrative Agent pursuant to Section 15.1(c) shall include a control
account, and a subsidiary account for each Lender, in which accounts (taken
together) shall be recorded (i) the date and amount of each Borrowing made
hereunder, the type of Loans comprising such Borrowing and any Eurodollar
Interest Period applicable thereto, (ii) the effective date and amount of each
Assignment and Acceptance delivered to and accepted by it and the parties
thereto, (iii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder or under the
Notes and (iv) the amount of any sum received by the Administrative Agent from
the Borrower hereunder and each Lender's share thereof.

                  (d) Entries Binding. The entries made in the Register and each
Loan Account shall be conclusive and binding for all purposes, absent manifest
error.

                          ARTICLE V - INTEREST AND FEES

         5.1 Interest on the Loans and Other Obligations.

                  (a) Rate of Interest. All Loans and the outstanding principal
balance of all other Obligations shall bear interest on the unpaid principal
amount thereof from the date such Loans are made and such other Obligations are
due and payable until paid in full, except as otherwise provided in Section
5.1(d), as follows:

                           (i) If a Base Rate Loan or an Obligation other than a
Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate,
as in effect from time to time as interest accrues, plus (B) the then Applicable
Margin for Base Rate Loans; and

                           (ii) If a Eurodollar Rate Loan, at a rate per annum
equal to the sum of (A) the Eurodollar Rate determined for the applicable
Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar
Rate Loans.



                                       30
<PAGE>



The applicable basis for determining the rate of interest on the Loans shall be
selected by the Borrower at the time the Notice of Borrowing or a Notice of
Conversion/Continuation is delivered by the Borrower to the Administrative
Agent; provided, however, that the Borrower may not select the Eurodollar Rate
as the applicable basis for determining the rate of interest on such a Loan if
at the time of such selection an Event of Default has occurred and is continuing
or an Event of Default would occur as a result of such selection; and provided
further that the Borrower may not select the Eurodollar Rate for a Eurodollar
Interest Period of more than thirty (30) days if at the time of such selection a
Potential Event of Default has occurred and is continuing or a Potential Event
of Default would occur as a result of such selection; and provided further that
from and after the occurrence of an Event of Default, each Eurodollar Rate Loan
then outstanding shall, at the Administrative Agent's option, convert to a Base
Rate Loan. If on any day any Loan is outstanding with respect to which notice
has not been timely delivered to the Administrative Agent in accordance with the
terms of this Agreement specifying the basis for determining the rate of
interest on that day, then, except as set forth in the last sentence of Section
5.1(c)(ii), for that day interest on that Loan shall be determined by reference
to the Base Rate.

                  (b) Interest Payments.

                           (i) Interest accrued on each Loan, whether a Base
Rate Loan or a Eurodollar Rate Loan, shall be calculated on the last day of each
calendar month and shall be payable in arrears (A) on the first day of each
calendar month with respect to a Base Rate Loan or Eurodollar Rate Loan,
commencing on the first such day following the making of such Loan, (B) upon the
payment or prepayment thereof in full or in part, and (C) if not previously paid
in full, at maturity (whether by acceleration or otherwise) of such Loan.

                           (ii) Interest accrued on the principal balance of all
other Obligations shall be calculated on the last day of each calendar month and
shall be payable in arrears (A) on the first day of each calendar month,
commencing on the first such day following the accrual of such Obligation, (B)
upon repayment thereof in full or in part, and (C) if not previously paid in
full, at the time such other Obligation becomes due and payable (whether by
acceleration or otherwise).

                  (c) Conversion or Continuation.

                           (i) The Borrower shall have the option (A) to convert
at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate
Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans
having Eurodollar Interest Periods which expire on the same date to Base Rate
Loans on such expiration date; or (C) to continue all or any part of outstanding
Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the
same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest
Period of such continued Loans shall commence on such expiration date; provided,
however, no such outstanding Loan may be continued as, or be converted into, a
Eurodollar Rate Loan (i) if such continuation or conversion would violate any of
the provisions of Section 5.2 or (ii) if an Event of Default has occurred and is
continuing or an Event of Default would occur as a result of such continuation
or conversion; and provided further no such outstanding Loan may be continued
as, or be converted



                                       31
<PAGE>



into, a Eurodollar Rate Loan having a Eurodollar Interest Period of more than
thirty (30) days, if a Potential Event of Default has occurred and is continuing
or a Potential Event of Default would occur as a result of such continuation or
conversion. Any conversion into or continuation of Eurodollar Rate Loans under
this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral
multiples of $250,000 in excess of that amount.

                           (ii) To convert or continue a Loan under Section
5.1(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the
Administrative Agent no later than noon (New York time) at least three (3)
Business Days in advance of the proposed conversion/continuation date. A Notice
of Conversion/Continuation shall specify (A) the proposed
conversion/continuation date (which shall be a Business Day), (B) the principal
amount of the Loan to be converted/continued, (C) whether such Loan shall be
converted and/or continued, and (D) in the case of a conversion to, or
continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest
Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower
may give the Administrative Agent telephonic notice of any proposed
conversion/continuation by the time required under this Section 5.1(c)(ii), if
the Borrower confirms such notice by delivery of the Notice of
Conversion/Continuation to the Administrative Agent by facsimile transmission
promptly, but in no event later than 12:00 noon (New York time) on the same day.
Promptly after receipt of a Notice of Conversion/Continuation under this Section
5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent
shall notify each Lender by facsimile transmission, or other similar form of
transmission, of the proposed conversion/continuation. Any Notice of
Conversion/Continuation for conversion to, or continuation of, a Loan (or
telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii)
shall be irrevocable, and the Borrower shall be bound to convert or continue in
accordance therewith. In the event no Notice of Conversion/Continuation is
delivered as and when specified in this Section 5.1(c)(ii) with respect to
outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar
Interest Period applicable thereto, such Loans shall automatically be continued
as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days.

                  (d) Default Interest. Notwithstanding the rates of interest
specified in Section 5.1(a) or elsewhere in this Agreement, effective
immediately upon the occurrence of an Event of Default, and for as long
thereafter as such Event of Default shall be continuing, the principal balance
of all Loans and other Obligations shall bear interest at a rate equal to the
sum of (A) the Base Rate, as in effect from time to time as interest accrues,
plus (B) three percent (3.0%) per annum.

                  (e) Computation of Interest. Interest on all Obligations shall
be computed on the basis of the actual number of days elapsed in the period
during which interest accrues and a year of 360 days. In computing interest on
any Loan, the date of the making of the Loan or the first day of a Eurodollar
Interest Period, as the case may be, shall be included and the date of payment
or the expiration date of a Eurodollar Interest Period, as the case may be,
shall be excluded; provided, however, if a Loan is repaid on the same day on
which it is made, one (1) day's interest shall be paid on such Loan.



                                       32
<PAGE>



                  (f) Eurodollar Rate Information. Upon the reasonable request
of the Borrower from time to time, the Administrative Agent shall promptly
provide to the Borrower such information with respect to the applicable
Eurodollar Rate as may be so requested.

         5.2 Special Provisions Governing Eurodollar Rate Loans.

                  (a) Amount of Eurodollar Rate Loans. Each Eurodollar Rate Loan
shall be in a minimum principal amount of $1,000,000 and in integral multiples
of $250,000 in excess of that amount.

                  (b) Determination of Eurodollar Interest Period. By giving
notice as set forth in Section 2.1(b) (with respect to a Borrowing of Eurodollar
Rate Loans) or Section 5.1(c) (with respect to a conversion into or continuation
of Eurodollar Rate Loans), the Borrower shall have the option, subject to the
other provisions of this Section 5.2, to select an interest period (each, a
"Eurodollar Interest Period") to apply to the Loans described in such notice,
subject to the following provisions:

                           (i) The Borrower may only select, as to a particular
Borrowing of Eurodollar Rate Loans, a Eurodollar Interest Period of one, two,
three or six months in duration or, with the prior written consent of the
Administrative Agent, a shorter or a longer duration;

                           (ii) In the case of immediately successive Eurodollar
Interest Periods applicable to a Borrowing of Eurodollar Rate Loans, each
successive Eurodollar Interest Period shall commence on the day on which the
next preceding Eurodollar Interest Period expires;

                           (iii) If any Eurodollar Interest Period would
otherwise expire on a day which is not a Business Day, such Eurodollar Interest
Period shall be extended to expire on the next succeeding Business Day, if the
next succeeding Business Day occurs in the same calendar month, and, if there
will be no succeeding Business Day in such calendar month, the Eurodollar
Interest Period shall expire on the immediately preceding Business Day;

                           (iv) The Borrower may not select a Eurodollar
Interest Period as to any Loan if such Eurodollar Interest Period terminates
later than the Termination Date;

                           (v) The Borrower may not select a Eurodollar Interest
Period as to a Loan (or applicable portion thereof) if, after giving effect to
such selection, the aggregate principal amount of Eurodollar Rate Loans having
Eurodollar Interest Periods ending after the next succeeding date on which an
installment of the Loans is scheduled to be repaid would exceed the aggregate
principal amount of the Loans scheduled to be outstanding after giving effect to
such repayment; and

                           (vi) There shall be no more than five (5) Eurodollar
Rate Loans outstanding at any one time.

                  (c) Determination of Eurodollar Interest Rate. As soon as
practicable on the second Business Day prior to the first day of each Eurodollar
Interest Period (the "Eurodollar



                                       33
<PAGE>



Interest Rate Determination Date"), the Administrative Agent shall determine
(pursuant to the procedures set forth in the definition of Eurodollar Rate) the
interest rate which shall apply to the Eurodollar Rate Loans for which an
interest rate is then being determined for the applicable Eurodollar Interest
Period and shall promptly give notice thereof (in writing or by telephone
confirmed in writing) to the Borrower and to each Lender. The Administrative
Agent's determination shall be presumed to be correct, absent manifest error,
and shall be binding upon the Borrower.

                  (d) Interest Rate Unascertainable, Inadequate or Unfair. In
the event that at least one (1) Business Day before the Eurodollar Interest Rate
Determination Date:

                           (i) the Administrative Agent determines that deposits
in Dollars are not generally being offered in the London interbank market for
such Eurodollar Interest Period; or

                           (ii) the Administrative Agent determines that
adequate and fair means do not exist for ascertaining the applicable interest
rates by reference to which the Eurodollar Rate then being determined is to be
fixed; or

                           (iii) the Requisite Lenders advise the Administrative
Agent that the Eurodollar Rate for Eurodollar Rate Loans comprising such
Borrowing will not adequately reflect the cost to such Requisite Lenders of
obtaining funds in Dollars in the London interbank market in the amount
substantially equal to such Lenders' Eurodollar Rate Loans in Dollars and for a
period equal to such Eurodollar Interest Period;

then the Administrative Agent shall forthwith give notice thereof to the
Borrower, whereupon (until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist) the right of
the Borrower to elect to have Loans bear interest based upon the Eurodollar Rate
shall be suspended and each outstanding Eurodollar Rate Loan shall be converted
into a Base Rate Loan on the last day of the then current Eurodollar Interest
Period therefor, notwithstanding any prior election by the Borrower to the
contrary.

                  (e) Illegality.

                           (i) If at any time any Lender determines (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties) that the making or continuation of any Eurodollar Rate Loan
has become unlawful or impermissible by compliance by that Lender with any law,
governmental rule, regulation or order of any Governmental Authority (whether or
not having the force of law and whether or not failure to comply therewith would
be unlawful or would result in costs or penalties), then, and in any such event,
such Lender may give notice of that determination, in writing, to the Borrower
and the Administrative Agent, and the Administrative Agent shall promptly
transmit the notice to each other Lender.

                           (ii) When notice is given by a Lender under Section
5.2(e)(i), (A) the Borrower's right to request from such Lender and such
Lender's obligation, if any, to make Eurodollar Rate Loans shall be immediately
suspended, and such Lender shall make a Base Rate



                                       34
<PAGE>



Loan as part of any requested Borrowing of Eurodollar Rate Loans and (B) if the
affected Eurodollar Rate Loan or Loans are then outstanding, the Borrower shall
immediately, or if permitted by applicable law, no later than the date permitted
thereby, upon at least one (1) Business Day's prior written notice to the
Administrative Agent and the affected Lender, convert each such Loan into a Base
Rate Loan.

                           (iii) If at any time after a Lender gives notice
under Section 5.2(e)(i) such Lender determines that it may lawfully make
Eurodollar Rate Loans, such Lender shall promptly give notice of that
determination, in writing, to the Borrower and the Administrative Agent, and the
Administrative Agent shall promptly transmit the notice to each other Lender.
The Borrower's right to request, and such Lender's obligation, if any, to make
Eurodollar Rate Loans shall thereupon be restored.

                           (iv) Notwithstanding the foregoing, in the event that
any Lender gives such a notice, at Borrower's sole election, Borrower may
identify an Eligible Assignee to whom the Lender which has given such a notice
shall assign its interest in the Loans pursuant to the terms of an Assignment
and Acceptance substantially in the form attached as Exhibit A.

                  (f) Compensation. In addition to all amounts required to be
paid by the Borrower pursuant to Section 5.1 and Article XIII, the Borrower
shall compensate each Lender, upon demand, for all losses, expenses and
liabilities (including, without limitation, any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender to fund or maintain such Lender's Eurodollar Rate Loans to the
Borrower but excluding any loss of Applicable Margin on the relevant Loans and
losses or expenses incurred as the result of such Lender's gross negligence or
willful misconduct) which that Lender may sustain (i) if for any reason a
Borrowing, conversion into or continuation of Eurodollar Rate Loans does not
occur on a date specified therefor in the Notice of Borrowing or a Notice of
Conversion/Continuation given by the Borrower or in a telephonic request by it
for borrowing or conversion/continuation or a successive Eurodollar Interest
Period does not commence after notice therefor is given pursuant to Section
5.1(c), other than such a failure resulting from the circumstances described in
Section 5.2(d) or Section 5.2(e), (ii) if for any reason any Eurodollar Rate
Loan is prepaid (including, without limitation, on a mandatory basis pursuant to
Section 4.1(d)) on a date which is not the last day of the applicable Eurodollar
Interest Period, or (iii) as a consequence of any failure by the Borrower to
repay a Eurodollar Rate Loan when required by the terms of this Agreement. The
Lender making demand for such compensation shall deliver to the Administrative
Agent concurrently with such demand, and the Administrative Agent shall promptly
forward to the Borrower, a written statement setting forth in reasonable detail
such losses, expenses and liabilities, and such statement shall be conclusive as
to the amount of compensation due to that Lender, absent manifest error.

                  (g) Booking of Eurodollar Rate Loans. Any Lender may make,
carry or transfer Eurodollar Rate Loans at, to, or for the account of, its
Eurodollar Lending Office or Eurodollar Affiliate or its other offices or
Affiliates. No Lender shall be entitled, however, to receive any greater amount
under Sections 4.2 or 5.2(f) or Article XIII as a result of the transfer of any
such Eurodollar Rate Loan to any office (other than such Eurodollar Lending
Office) or any Affiliate (other than such Eurodollar Affiliate) than such Lender
would have been entitled to



                                       35
<PAGE>



receive immediately prior thereto, unless (i) the transfer occurred at a time
when circumstances giving rise to the claim for such greater amount did not
exist and (ii) such claim would have arisen even if such transfer had not
occurred.

                  (h) Affiliates Not Obligated. No Eurodollar Affiliate or other
Affiliate of any Lender shall be deemed a party to this Agreement or shall have
any liability or obligation under this Agreement unless such Eurodollar
Affiliate, itself, is a Lender.

                  (i) Adjusted Eurodollar Rate. Any failure by any Lender to
take into account the Eurodollar Reserve Percentage when calculating interest
due on Eurodollar Rate Loans shall not constitute, whether by course of dealing
or otherwise, a waiver by such Lender of its right to collect such amount for
any future period.

                        ARTICLE VI - CONDITIONS TO LOANS

         6.1 Conditions Precedent to the Loans. The obligation of each Lender on
the Funding Date to make any Loan requested to be made by it shall be subject to
the satisfaction or waiver of all of the following conditions precedent:

                  (a) Documents. The Administrative Agent shall have received,
on or before the Funding Date, this Agreement, the Notes, the Guaranty, all
other Loan Documents and agreements, documents and instruments described in the
List of Closing Documents attached hereto as Exhibit E and made a part hereof,
and such additional documentation material to the Loans as the Administrative
Agent may reasonably request, each duly executed, if applicable, by the
Borrower, the Partnership or GGP, Inc., as appropriate, and in form and
substance satisfactory to the Administrative Agent. Without limiting the
foregoing, the Borrower hereby directs its counsel, Neal, Gerber & Eisenberg, to
prepare and deliver to the Administrative Agent and the Lenders, the legal
opinion(s) referred to in such List of Closing Documents; and

                  (b) No Legal Impediments. No law, regulation, order, judgment
or decree of any Governmental Authority shall, and the Administrative Agent
shall not have received any notice that litigation is pending or threatened
which is likely to (i) enjoin, prohibit or restrain the making of the Loans on
the Funding Date or (ii) impose or result in the imposition of a Material
Adverse Effect.

                  (c) No Change in Condition. No change in (i) the business,
assets, management, operations, financial condition or prospects of the Loan
Party, GGP, Inc. or any of their respective Properties shall have occurred since
March 31, 2002, which change, in the judgment of the Administrative Agent, has
had, will have or is reasonably likely to have a Material Adverse Effect, or
(ii) to the extent the Facility is not fully syndicated as of the Closing Date,
conditions in the financial, banking, or capital markets has occurred which the
Co-Arrangers, in their sole discretion, deem materially adverse to the
successful syndication of the Facility.

                  (d) Interim Liabilities and Equity. Except as disclosed in
writing to the Administrative Agent and the Lenders, since March 31, 2002,
neither GGP, Inc. nor the Loan



                                       36
<PAGE>



Party shall have (i) entered into any material (as determined in good faith by
the Administrative Agent) commitment or transaction, including, without
limitation, transactions for borrowings and Capital Expenditures, which are not
in the ordinary course of GGP, Inc.'s or the Loan Party's business, (ii)
declared or paid any dividends or other distributions (other than the dividend
anticipated to be paid on July 31, 2002), (iii) established compensation or
employee benefit plans, or (iv) redeemed any equity Securities.

                  (e) No Loss of Material Agreements and Licenses. Since March
31, 2002, no agreement or license relating to the business, operations or
employee relations of the Borrower or any of its Properties shall have been
terminated, modified, revoked, breached or declared to be in default, the
termination, modification, revocation, breach or default under which, in the
reasonable judgment of the Administrative Agent, would result in a Material
Adverse Effect.

                  (f) Due Diligence. The Lenders shall have completed and are
satisfied with the results of, all legal, business, financial and other due
diligences relating to the acquisition by the Borrower of interests in JP
Realty, Inc., including without limitation the legal structure of such
acquisition.

                  (g) No Default. No Event of Default or Potential Event of
Default shall have occurred and be continuing or would result from the making of
the Loans.

                  (h) Representations and Warranties. All of the representations
and warranties contained in Section 7.1 and in any of the other Loan Documents
shall be true and correct in all material respects on and as of the Funding Date
(other than representations and warranties which expressly speak as to a
different specific date, which shall be true and correct as of such date).

                  (i) Fees and Expenses Paid. There shall have been paid to the
Administrative Agent, for the accounts of the Administrative Agent and the other
Lenders, as applicable, all fees due and payable on or before the Funding Date
and all expenses due and payable on or before the Funding Date, including,
without limitation, reasonable attorneys' fees and expenses, and other costs and
expenses incurred in connection with the Loan Documents.

                  (j) Approvals. The Borrower shall have provided evidence
reasonably satisfactory to the Administrative Agent that all third party
approvals necessary (including under any documentation evidencing Indebtedness
of a Loan Party), if any, in connection with the Borrower's execution of the
Loan Documents and the consummation of its acquisition of interests in JP
Realty, Inc. have been obtained.

                  (k) Covenant Calculations. The Borrower shall have delivered
to the Administrative Agent (i) calculations of the financial covenants and
ratios described in Article X hereof as of the end of the immediately preceding
calendar quarter, and (ii) pro forma calculations after giving effect to the
acquisition of interests in JP Realty, Inc. and Victoria Ward, Limited of the
financial covenants and ratios described in Article X hereof as of year-end 2002
and year-end 2003, in form as provided in Section 8.2(a)(iii)(B) and
8.2(b)(iii)(B) hereof for such calculations and otherwise in form and substance
satisfactory to the Administrative Agent.



                                       37
<PAGE>



                  (l) Consummation of Acquisitions. On or prior to the Funding
Date, the Borrower shall have consummated the acquisitions of Victoria Ward,
Limited and JP Realty, Inc.

         6.2 Representations Deemed Made upon the Conversions/Continuations of
Loans. Each submission by the Borrower to the Administrative Agent of a Notice
of Conversion/Continuation with respect to any Loan shall constitute a
representation and warranty by the Borrower as of the date of conversion or
continuation, that all of the following conditions contained in this Section 6.2
have been satisfied or waived in accordance with Section 15.7:

                  (a) Representations and Warranties. As of such date all of the
representations and warranties of the Borrower contained in Section 7.1 and of
the Borrower or a Guarantor in any other Loan Document shall be true and correct
in all material respects (other than representations and warranties which
expressly speak as of a different date, which shall be true and correct as of
such date, and other than representations and warranties with respect to which
the Borrower has disclosed to the Administrative Agent in writing that the facts
are not as represented therein and the Administrative Agent has approved or
consented to, conditionally or otherwise, the facts as so disclosed by the
Borrower).

                  (b) No Defaults. No Event of Default or Potential Event of
Default shall have occurred and be continuing or would result from the requested
conversion or continuation.

                  (c) No Legal Impediments. No law, regulation, order, judgment
or decree of any Governmental Authority shall, and the Administrative Agent
shall not have received from any Lender notice that, in the judgment of such
Lender, litigation is pending or threatened which is likely to, enjoin, prohibit
or restrain, or impose or result in the imposition of any material adverse
condition upon, the requested conversion or continuation.

                  ARTICLE VII - REPRESENTATIONS AND WARRANTIES

         7.1 Representations and Warranties of the Borrower. In order to induce
the Lenders to enter into this Agreement and to make the Loans and the other
financial accommodations to the Borrower described herein, the Borrower hereby
represents and warrants to each Lender that the following statements are true,
correct and complete:

                  (a) Organization; Powers.

                           (i) [Intentionally Omitted].

                           (ii) The Borrower (A) is a Delaware limited liability
company duly formed, validly existing and in good standing under the laws of the
State of Delaware, (B) is duly qualified to do business and is in good standing
under the laws of each jurisdiction in which failure to be so qualified and in
good standing will have or is reasonably likely to have a Material Adverse
Effect, (C) has all requisite limited liability company power and authority to
own, operate and encumber its Property and to conduct its business as presently
conducted and as proposed to be conducted in connection with and following the
consummation of the transactions contemplated by this Agreement and (D) is a
partnership for federal income tax purposes. The



                                       38
<PAGE>



Partnership is a member of the Borrower, having an interest in the Borrower as
set forth in Schedule 7.1-A-1 attached hereto. The only other members of the
Borrower are GSEP 2000 Realty Corp. (an Affiliate of Goldman, Sachs), GSEP 2002
Realty Corp. (an Affiliate of Goldman, Sachs), DA Retail Investments, LLC (a
private investor), Caledonian Holding Company, Inc. (a corporation which is an
Affiliate of the Partnership), and GGP American Properties Inc. (a corporation
which is an Affiliate of the Partnership), each having an interest in the
Borrower as set forth in Schedule 7.1-A-1 attached hereto.

                           (iii) [Intentionally Omitted].

                           (iv) True, correct and complete copies of the
Borrower's Organizational Documents identified on Schedule 7.1-A have been
delivered to the Administrative Agent, each of which is in full force and
effect, has not been modified or amended except to the extent indicated therein
and, to the best of the Borrower's knowledge, there are no defaults under such
Organizational Documents and no events which, with the passage of time or giving
of notice or both, would constitute a default under such Organizational
Documents.

                           (v) Neither the Borrower nor any of its Affiliates is
a "foreign person" within the meaning of Section 1445 of the Internal Revenue
Code.

                  (b) Authority.

                           (i) The Partnership is the sole managing member of
the Borrower, and no other member of the Borrower has any decision-making
authority in connection with the business, assets, liabilities, operations or
other affairs of the Borrower. GGP, Inc. is the sole general partner of the
Partnership.

                           (ii) GGP, Inc., in its capacity as the sole general
partner of the Partnership, in the Partnership's capacity as the sole managing
member of the Borrower, has the requisite power and authority to execute,
deliver and perform this Agreement on behalf of the Borrower and each of the
other Loan Documents which are required to be executed on behalf of the Borrower
as required by this Agreement. GGP, Inc. is the Person who has executed this
Agreement and such other Loan Documents on behalf of the Borrower.

                           (iii) The execution, delivery and performance of each
of the Loan Documents which must be executed in connection with this Agreement
by the Borrower and to which the Borrower is a party and the consummation of the
transactions contemplated thereby are within the Borrower's limited liability
company powers, have been duly authorized by all necessary limited liability
company action, and such authorization has not been rescinded. No other limited
liability company action or proceedings on the part of the Borrower are
necessary to consummate such transactions.

                           (iv) Each of the Loan Documents to which the Borrower
is a party has been duly executed and delivered on behalf of the Borrower and
constitutes the Borrower's legal, valid and binding obligation, enforceable
against the Borrower in accordance with its terms



                                       39
<PAGE>



(except to the extent that the enforcement thereof or the availability of
equitable remedies may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally or by general principles of equity, or by the discretion of any court
in awarding equitable remedies, regardless of whether such enforcement is
considered in a preceding in equity or at law), is in full force and effect and
all the terms, provisions, agreements and conditions set forth therein and
required to be performed or complied with by the Borrower on or before the
Funding Date have been performed or complied with, and no Potential Event of
Default, Event of Default or breach of any covenant by the Borrower exists
thereunder.

                  (c) Subsidiaries; Ownership of Capital Stock and Partnership
Interests.

                           (i) Schedule 7.1-C (A) contains a diagram indicating
the structure of the Borrower, and any other Person in which the Borrower holds
a direct or indirect partnership, membership, joint venture or other equity
interest, indicating the nature of such interest with respect to each Person
included in such diagram; and (B) accurately sets forth (1) the correct legal
name of such Person, the jurisdiction of its incorporation or organization and
the jurisdictions in which it is qualified to transact business as a foreign
corporation, or otherwise, and (2) the authorized, issued and outstanding shares
or interests of each class of Securities representing equity interests of the
Borrower and the owners of such shares or interests. None of such issued and
outstanding Securities is subject to any vesting, redemption, or repurchase
agreement, and there are no warrants or options outstanding with respect to such
Securities, except as noted on Schedule 7.1-C.

                           (ii) The outstanding Securities issued by the
Borrower and, to the extent owned by the Borrower, its Subsidiaries are duly
authorized and validly issued. The Borrower has previously caused to be
delivered to the Administrative Agent a true, accurate and complete copy of the
Partnership Agreement and the Borrower Operating Agreement, each as amended
through and as in effect on the Closing Date, and the Borrower Operating
Agreement has not been amended, supplemented, replaced, restated or otherwise
modified in any respect since the Closing Date.

                           (iii) Except where failure may not have a Material
Adverse Effect on the Borrower, each Subsidiary: (A) is a corporation, limited
liability company, trust or partnership, as indicated on Schedule 7.1-C, duly
organized or formed, validly existing and, if applicable, in good standing under
the laws of the jurisdiction of its organization; (B) is duly qualified to do
business and, if applicable, is in good standing under the laws of each
jurisdiction in which failure to be so qualified and in good standing would
limit its ability to use the courts of such jurisdiction to enforce Contractual
Obligations to which it is a party; and (C) has all requisite power and
authority to own, operate and encumber its Property and to conduct its business
as presently conducted and as proposed to be conducted hereafter.

                  (d) No Conflict. The execution, delivery and performance of
each of the Loan Documents to which the Borrower is a party do not and will not
(i) conflict with the Organizational Documents of the Borrower, (ii) constitute
a tortious interference with any Contractual Obligation of any Person or
conflict with, result in a breach of or constitute (with or



                                       40
<PAGE>



without notice or lapse of time or both) a default under any Requirement of Law
or Contractual Obligation of the Borrower, or require termination of any such
Contractual Obligation which may subject the Administrative Agent or any of the
other Lenders to any liability or which is reasonably likely to have a Material
Adverse Affect, (iii) result in or require the creation or imposition of any
Lien whatsoever upon any of the Property or assets of the Borrower or any
Subsidiary of the Borrower, or (iv) require any approval of shareholders of GGP,
Inc.

                  (e) Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Borrower is a party do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by any Governmental Authority, except
filings, consents or notices which have been made, obtained or given.

                  (f) Governmental Regulation. The Borrower is not is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, or the Investment Company Act of 1940,
or any other federal or state statute or regulation which limits its ability to
incur indebtedness or its ability to consummate the transactions contemplated by
this Agreement.

                  (g) Financial Position. Complete and accurate copies of the
following financial statements and materials have been delivered to the
Administrative Agent: (i) annual audited financial statements of GGP, Inc. and
its Consolidated Subsidiaries for the fiscal year ended December 31, 2001, and
(ii) quarterly financial statements for the Partnership, and, if requested, the
Borrower, and their Consolidated Subsidiaries for the fiscal quarter ending
March 31, 2002. All financial statements included in such materials were
prepared in all material respects in conformity with GAAP, except as otherwise
noted therein, and fairly present in all material respects the respective
Consolidated financial positions, and the Consolidated results of operations and
cash flows for each of the periods covered thereby of GGP, Inc. or the Loan
Party, as applicable, and its or their Consolidated Subsidiaries as at the
respective dates thereof. Neither the Loan Party nor any of their Consolidated
Subsidiaries has any Contingent Obligation, contingent liability or liability
for any taxes, long-term leases or commitments, not reflected in the audited
financial statements delivered to the Administrative Agent on or prior to the
Closing Date or otherwise disclosed to the Administrative Agent and the Lenders
in writing, which will have or is reasonably likely to have a Material Adverse
Effect.

                  (h) Indebtedness. Schedule 7.1-H sets forth, as of May 31,
2002, all Indebtedness for borrowed money of each of the Loan Party and their
respective Subsidiaries and, except as set forth on Schedule 7.1-H, there are no
defaults in the payment of principal or interest on any such Indebtedness and no
payments thereunder have been deferred or extended beyond their stated maturity
and there has been no material change in the type or amount of such Indebtedness
(except for the repayment or refinance of certain Indebtedness) since May 31,
2002.

                  (i) Litigation: Adverse Effects. Except as set forth in
Schedule 7.1-I, as of the Closing Date, there is no action, suit, proceeding,
Claim, investigation or arbitration before or by any Governmental Authority or
private arbitrator pending or, to the knowledge of the



                                       41
<PAGE>



Borrower, threatened against the Borrower, or any of its Subsidiaries, or any
Property of any of them (i) challenging the validity or the enforceability of
any of the Loan Documents, (ii) which will or is reasonably likely to result in
any Material Adverse Effect, or (iii) under the Racketeering Influenced and
Corrupt Organizations Act or any similar federal or state statute where such
Person is a defendant in a criminal indictment that provides for the forfeiture
of assets to any Governmental Authority as a potential criminal penalty. There
is no material loss contingency within the meaning of GAAP which has not been
reflected in the Consolidated financial statements of GGP, Inc. Neither the
Borrower nor any Subsidiary of the Borrower is (A) in violation of any
applicable Requirements of Law, which violation has had, will have or is
reasonably likely to have a Material Adverse Effect, or (B) subject to or in
default with respect to any final judgment, writ, injunction, restraining order
or order of any nature, decree, rule or regulation of any court or Governmental
Authority which has had, will have or is reasonably likely to have a Material
Adverse Effect.

                  (j) No Material Adverse Effect. Since March 31, 2002, there
has occurred no event which has had, will have or is reasonably likely to have a
Material Adverse Effect.

                  (k) Tax Examinations. All deficiencies which have been
asserted against the Borrower as a result of any federal, state, local or
foreign tax examination for each taxable year in respect of which an examination
has been conducted have been fully paid or finally settled or are being
contested in good faith, and no issue has been raised in any such examination
which, by application of similar principles, reasonably can be expected to
result in assertion of a material deficiency for any other year not so examined
which has not been reserved for in the financial statements of GGP, Inc. to the
extent, if any, required by GAAP. The Borrower has not taken any reporting
positions for which it does not have a reasonable basis nor does the Borrower
anticipate any further material tax liability with respect to the years which
have not been closed pursuant to applicable law.

                  (l) Payment of Taxes. All tax returns, reports and similar
statements or filings of the Borrower and its Subsidiaries required to be filed
have been timely filed, and, except for Customary Permitted Liens, all taxes,
assessments, fees and other charges of Governmental Authorities thereupon and
upon or relating to their respective Properties, assets, receipts, sales, use,
payroll, employment, income, licenses and franchises which are shown in such
returns or reports to be due and payable have been paid, except to the extent
(i) such taxes, assessments, fees and other charges of Governmental Authorities
are being contested in good faith by an appropriate proceeding diligently
pursued as permitted by the terms of Section 9.4 and (ii) such taxes,
assessments, fees and other charges of Governmental Authorities pertain to
Property of the Borrower or any of its Subsidiaries and the nonpayment of the
amounts thereof would not, individually or in the aggregate, result in a
Material Adverse Effect. All other taxes (including, without limitation, real
estate taxes), assessments, fees and other governmental charges upon or relating
to the respective Properties of the Borrower and its Subsidiaries which are due
and payable have been paid, except for Customary Permitted Liens and except to
the extent described in clauses (i) and (ii) above. The Borrower has no
knowledge of any proposed tax assessment against the Borrower, any of its
Subsidiaries, or any of their respective Properties that, if not paid, will have
or is reasonably likely to have a Material Adverse Effect.



                                       42
<PAGE>



                  (m) Performance. Neither the Borrower nor any of its
Subsidiaries has received any notice, citation or allegation, nor has actual
knowledge, that (i) it is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
Contractual Obligation applicable to it, (ii) any of its Properties is in
violation of any Requirements of Law or (iii) any condition exists which, with
the giving of notice or the lapse of time or both, would constitute a default
with respect to any such Contractual Obligation, in each case, except where such
default or defaults, if any, has not had, will not have and is not reasonably
likely to have a Material Adverse Effect.

                  (n) Disclosure. The representations and warranties of the
Borrower contained in the Loan Documents, and all certificates and other
documents delivered to the Administrative Agent pursuant to the terms thereof,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading. The Borrower has not intentionally withheld any fact from the
Administrative Agent or the other Lenders in regard to any matter which will
have or is reasonably likely to have a Material Adverse Effect. Notwithstanding
the foregoing, the Lenders acknowledge that neither the Borrower nor the
Guarantor has liability under this clause (n) with respect to its projections of
future events.

                  (o) Requirements of Law. The Borrower and each of its
Subsidiaries is in compliance in all material respects with all Requirements of
Law applicable to it and its respective businesses and Properties, in each case
where the failure to so comply individually or in the aggregate will have or is
reasonably likely to have a Material Adverse Effect.

                  (p) Environmental Matters.

                           (i) Except as disclosed on Schedule 7.1-P and except
where failure is not reasonably likely to have a Material Adverse Effect:

                                    (A) the operations of the Borrower, each of
its Subsidiaries, and their respective Properties comply in all material
respects with all applicable Environmental, Health or Safety Requirements of
Law;

                                    (B) the Borrower and each of its
Subsidiaries have obtained all material environmental, health and safety Permits
necessary for their respective operations, and all such Permits are in good
standing and the holder of each such Permit is currently in compliance in all
material respects with all material terms and conditions of such Permits;

                                    (C) none of the Borrower or any of its
Subsidiaries or any of their respective present or, to the Borrower's knowledge,
past Property or operations is subject to or is the subject of any
investigation, judicial or administrative proceeding, order, judgment, decree,
dispute, negotiations, agreement or settlement respecting (1) any Environmental,
Health or Safety Requirements of Law, (2) any Remedial Action, (3) any Claims or
Liabilities and Costs arising from the Release or threatened Release of a
Contaminant into the environment, or (4) any violation of or liability under any
Environmental, Health or Safety Requirement of Law;



                                       43
<PAGE>



                                    (D) none of Borrower or any of its
Subsidiaries has filed any notice under any applicable Requirement of Law (1)
reporting a Release of a Contaminant; (2) indicating past or present treatment,
storage or disposal of a hazardous waste, as that term is defined under 40
C.F.R. Part 261 or any state equivalent; or (3) reporting a violation of any
applicable Environmental, Health or Safety Requirement of Law;

                                    (E) none of the Borrower's or any of its
Subsidiaries' present or, to Borrower's knowledge, past Property presently is
listed or proposed for listing on the National Priorities List ("NPL") pursuant
to CERCLA or on the Comprehensive Environmental Response Compensation Liability
Information System List ("CERCLIS") or any similar state list of sites requiring
Remedial Action;

                                    (F) neither the Borrower nor any of its
Subsidiaries has sent or directly arranged for the transport of any waste to any
site listed or proposed for listing on the NPL, CERCLIS or any similar state
list;

                                    (G) to the best of the Borrower's knowledge,
there is not now, and to the Borrower's knowledge there has never been on or in
any Real Property of the Loan Party or any of its Subsidiaries (1) any
treatment, recycling, storage or disposal of any hazardous waste, as that term
is defined under 40 C.F.R. Part 261 or any state equivalent; (2) any landfill,
waste pile, or surface impoundment; (3) any underground storage tanks the
presence or use of which is or, to the Borrower's knowledge, has been in
violation of applicable Environmental, Health or Safety Requirements of Law, (4)
any asbestos-containing material which the Borrower has any reason to believe
could subject the Borrower, any of its Subsidiaries or any of their respective
Properties to Liabilities and Costs arising out of or relating to environmental,
health or safety matters that would result in a Material Adverse Effect; or (5)
any polychlorinated biphenyls (PCB) used in hydraulic oils, electrical
transformers or other Equipment which the Borrower has any reason to believe
could subject the Borrower, any of its Subsidiaries or any of their respective
Properties to Liabilities and Costs arising out of or relating to environmental,
health or safety matters that would result in a Material Adverse Effect;

                                    (H) neither the Borrower nor any of its
Subsidiaries has received any notice or Claim to the effect that any of the
Borrower or its Subsidiaries is or may be liable to any Person as a result of
the Release or threatened Release of a Contaminant into the environment;

                                    (I) to the Borrower's knowledge, neither the
Borrower nor any of its Subsidiaries has any contingent liability in connection
with any Release or threatened Release of any Contaminants into the environment;

                                    (J) no Environmental Lien is presently
recorded with respect to any Property of the Borrower or any Subsidiary of the
Borrower.

                                    (K) no Property of the Borrower or any
Subsidiary of the Borrower is subject to any Environmental Property Transfer
Act, or to the extent such acts are



                                       44
<PAGE>



applicable to any such Property, the Borrower and/or such Subsidiary whose
Property is subject thereto has fully complied with the requirements of such
acts; and

                                    (L) neither the Borrower nor any of its
Subsidiaries owns or operates, or, to the Borrower's knowledge, has ever owned
or operated, any underground storage tank, the presence or use of which is or
has been in violation of applicable Environmental, Health or Safety Requirements
of Law, at any Real Property.

                           (ii) the Borrower and each of its Subsidiaries are
conducting and will continue to conduct their respective businesses and
operations and maintain each Real Property in compliance in all material
respects with applicable Environmental, Health or Safety Requirements of Law and
neither the Borrower nor any of its Subsidiaries has been or has any reason to
believe that it or any of its Property will be, subject to Liabilities and Costs
arising out of or relating to environmental, health or safety matters that would
result in a Material Adverse Effect.

                  (q) ERISA. Neither the Borrower nor any ERISA Affiliate
maintains or contributes to any Benefit Plan or Multiemployer Plan other than
those listed on Schedule 7.1-Q hereto. Each Plan which is intended to be
qualified under Section 401(a) of the Internal Revenue Code as currently in
effect has been determined by the IRS to be so qualified, and each trust related
to any such Plan has been determined to be exempt from federal income tax under
Section 501(a) of the Internal Revenue Code as currently in effect. Except as
disclosed in Schedule 7.1-Q, neither the Borrower nor any of its Subsidiaries
maintains or contributes to any "employee welfare benefit plan" within the
meaning of Section 3(1) of ERISA which provides benefits to employees after
termination of employment other than as required by Section 601 of ERISA. The
Borrower and each of its Subsidiaries is in compliance in all material respects
with the responsibilities, obligations and duties imposed on it by ERISA, the
Internal Revenue Code and regulations promulgated thereunder with respect to all
Plans. No Benefit Plan has incurred any accumulated funding deficiency (as
defined in Sections 302(a)(2) of ERISA and 412(a) of the Internal Revenue Code)
whether or not waived. Neither the Borrower nor any ERISA Affiliate nor any
fiduciary of any Plan which is not a Multiemployer Plan (i) has engaged in a
nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of
the Internal Revenue Code with respect to which the Borrower can be subject to
any liability or (ii) has taken or failed to take any action which would
constitute or result in an ERISA Termination Event. Neither the Borrower nor any
ERISA Affiliate is subject to any liability under Sections 4063, 4064, 4069,
4204 or 4212(c) of ERISA. Neither the Borrower nor any ERISA Affiliate has
incurred any liability to the PBGC which remains outstanding other than the
payment of premiums, and there are no premium payments which have become due
which are unpaid. Schedule B to the most recent annual report filed with the IRS
(i.e. IRS Form 5500) with respect to each Benefit Plan and furnished to the
Administrative Agent is complete and accurate in all material respects. Since
the date of each such Schedule B, there has been no material adverse change in
the funding status or financial condition of the Benefit Plan relating to such
Schedule B. Neither the Borrower nor any ERISA Affiliate has (i) failed to make
a required contribution or payment to a Multiemployer Plan or (ii) made a
complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a
Multiemployer Plan. Neither the Borrower nor any ERISA Affiliate has failed to
make a required installment or any other required payment under Section



                                       45
<PAGE>



412 of the Internal Revenue Code on or before the due date for such installment
or other payment. Neither the Borrower nor any ERISA Affiliate is required to
provide security to a Benefit Plan under Section 401(a)(29) of the Internal
Revenue Code due to a Benefit Plan amendment that results in an increase in
current liability for the plan year. Except as disclosed on Schedule 7.1-Q,
neither the Borrower nor any of its Subsidiaries has, by reason of the
transactions contemplated hereby, any obligation to make any payment to any
employee pursuant to any Plan or existing contract or arrangement.

                  (r) Securities Activities. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

                  (s) Solvency. After giving effect to the Loans to be made on
the Funding Date, and the disbursement of the proceeds of such Loans pursuant to
the Borrower's instructions, the Borrower is Solvent.

                  (t) Insurance. Schedule 7.1-T accurately sets forth as of the
Closing Date all insurance policies and programs currently in effect with
respect to the respective Property and assets and business of the Borrower and
its Subsidiaries, specifying for each such policy and program, (i) the amount
thereof, (ii) the risks insured against thereby, (iii) the name of the insurer
and each insured party thereunder, (iv) the policy or other identification
number thereof, and (v) the expiration date thereof. Such insurance policies and
programs are currently in full force and effect, in compliance with the
requirements of Section 9.5 hereof and, together with payment by the insured of
scheduled deductible payments, are in amounts sufficient to cover the
replacement value of the respective Property and assets of the Borrower and/or
its Subsidiaries.

                  (u) [Intentionally Omitted].

                  (v) Ownership of Property. Ownership of substantially all
Property of the Consolidated Businesses is held by the Loan Party and their
Subsidiaries.

                       ARTICLE VIII - REPORTING COVENANTS

The Borrower covenants and agrees that so long as any Commitments are
outstanding and thereafter until payment in full of all of the Obligations
(other than indemnities pursuant to Section 15.3 not yet due), unless the
Requisite Lenders shall otherwise give prior written consent thereto:

         8.1 Borrower Accounting Practices. The Borrower shall maintain, and
cause each of its Subsidiaries to maintain, a system of accounting established
and administered in accordance with sound business practices to permit
preparation of Consolidated and Consolidating financial statements in conformity
with GAAP, and each of the financial statements and reports described below
shall be prepared from such system and records and in form satisfactory to the
Administrative Agent.



                                       46
<PAGE>

         8.2 Financial Reports. The Borrower shall deliver or cause to be
delivered to the Administrative Agent and the Lenders:

                  (a)      Quarterly Reports.

                           (i) Loan Party Quarterly Financial Reports. As soon
as practicable, and in any event within sixty (60) days after the end of each
fiscal quarter in each Fiscal Year (other than the last fiscal quarter in each
Fiscal Year), an unaudited Consolidated balance sheet of the Partnership, and if
requested, the Borrower, and the related Consolidated statements of income and
cash flows (to be prepared and delivered quarterly in conjunction with the other
reports delivered hereunder at the end of each fiscal quarter) for each such
fiscal quarter, in each case in form and substance satisfactory to the
Administrative Agent and, in comparative form, the corresponding figures for the
corresponding periods of the previous Fiscal Year, certified by an Authorized
Financial Officer of GGP, Inc. as fairly presenting the Consolidated and
Consolidating financial position of the Loan Party and their Consolidated
Subsidiaries as of the dates indicated and the results of its operations and
cash flow for the months indicated in accordance with GAAP, subject to normal
quarterly adjustments.

                           (ii) GGP, Inc. Quarterly Financial Reports. As soon
as practicable, and in any event within sixty (60) days after the end of each
fiscal quarter in each Fiscal Year (other than the last fiscal quarter in each
Fiscal Year), the Financial Statements of GGP, Inc. and its Subsidiaries on Form
10-Q as at the end of such period and a report setting forth in comparative form
the corresponding figures for the corresponding period of the previous Fiscal
Year, certified by an Authorized Financial Officer of GGP, Inc. as fairly
presenting the Consolidated and Consolidating financial position of GGP, Inc.
and its Subsidiaries as of the date indicated and the results of its operations
and cash flow for the period indicated in accordance with GAAP, subject to
normal adjustments.

                           (iii) Quarterly Compliance Certificates. Together
with each delivery of any quarterly report pursuant to paragraph (a)(i) of this
Section 8.2, the Borrower shall deliver an Officer's Certificate of the Borrower
(the "Quarterly Compliance Certificate"), signed by the Borrower's Authorized
Financial Officer setting forth, representing and certifying (A) that the
Authorized Financial Officer signatory thereto has reviewed the terms of the
Loan Documents, and has made, or caused to be made under his/her supervision, a
review in reasonable detail of the transactions and Consolidated and
Consolidating financial condition of the Loan Party and their Subsidiaries,
during the fiscal quarter covered by such reports, that such review has not
disclosed the existence during or at the end of such fiscal quarter, and that
such officer does not have knowledge of the existence as of the date of such
Officer's Certificate, of any condition or event which constitutes an Event of
Default or Potential Event of Default or mandatory prepayment event as described
in Section 4.1(d) of this Agreement, or, if any such condition or event existed
or exists, and specifying the nature and period of existence thereof and what
action the Borrower or any of its Subsidiaries has taken, is taking and proposes
to take with respect thereto; (B) the calculations (in the form of Exhibit G
hereto and otherwise with such specificity as the Administrative Agent may
reasonably request) for the period then ended which demonstrate compliance with
the covenants and financial ratios set forth in Articles IX and X and, when
applicable, that no Event of Default described in Section 11.1 exists, (C) a
schedule of



                                       47


<PAGE>

changes, if any, in the Loan Party's outstanding Indebtedness for
borrowed money, including the amount, maturity, interest rate and amortization
requirements, as well as such other information regarding such Indebtedness,
which information is material to the Loan, as may be reasonably requested by the
Administrative Agent, since the last date on which such a schedule was
submitted, (D) a schedule of Combined EBITDA, (E) a schedule of each bankruptcy
or cessation of operations of any tenant to which greater than 5% of the
Borrower's share of consolidated minimum rent is attributable, of which
bankruptcy or cessation of operations the Loan Party obtained knowledge since
the last date on which such a schedule was submitted, and (F) such other
information and reports which are material to the Loan (including with respect
to matters which would reasonably be expected to have a Material Adverse Effect)
as the Administrative Agent may reasonably request.

                  (b)      Annual Reports.

                           (i) Financial Statements. As soon as practicable, and
in any event within ninety (90) days after the end of each Fiscal Year, (A) the
unaudited Consolidated balance sheet of GGP, Inc. and the Partnership and, if
requested, the Borrower, and the related Consolidated statements of income and
cash flow for such Fiscal Year, in each case in form and substance satisfactory
to the Administrative Agent and, in comparative form, the corresponding figures
for the previous Fiscal Year, certified by an Authorized Financial Officer of
GGP, Inc. as fairly presenting the Consolidated and Consolidating financial
position of each of the GGP, Inc., the Partnership and, if applicable, the
Borrower, and their Consolidated Subsidiaries as at the dates indicated and the
results of their operations and cash flow for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years, and (B) a
copy of any management letter or any similar written report delivered to the
Loan Party or GGP, Inc. or to any Authorized Financial Officer thereof by any
independent certified public accountants or other independent consultant in
connection with or relating to such financial statements (which letter or report
shall be subject to the confidentiality limitations set forth herein). The
Administrative Agent and each Lender (through the Administrative Agent) may,
with the consent of the Loan Party (which consent shall not be unreasonably
withheld), communicate directly with such accountants or consultant, with any
such communication to occur together with a representative of the Loan Party, at
the expense of the Administrative Agent (or the Lender requesting such
communication), upon reasonable notice and at reasonable times during normal
business hours.

                           (ii) GGP, Inc. Annual Financial Reports. As soon as
practicable, and in any event within ninety (90) days after the end of each
Fiscal Year, an audit report with respect to the financial statements delivered
pursuant to Section 8.2(b)(i) above, by any independent certified public
accountants reasonably acceptable to the Administrative Agent, which report
shall be unqualified and shall state that such financial statements fairly
present the Consolidated and Consolidating financial position of GGP, Inc. and
its Consolidated Subsidiaries as of the date indicated and the results of its
operations and cash flow for the period indicated in conformity with GAAP
applied on a basis consistent with prior years (except for changes with which
any such independent certified public accountants shall concur and which shall
have been disclosed in the notes to the financial statements).



                                       48
<PAGE>

                           (iii) Annual Compliance Certificates. Together with
each delivery of any annual report pursuant to clause (i) of this Section
8.2(b), the Borrower shall deliver an Officer's Certificate of the Borrower (the
"Annual Compliance Certificate" and, collectively with the Quarterly Compliance
Certificates, the "Compliance Certificates"), signed by the Borrower's
Authorized Financial Officer, setting forth, representing and certifying (A)
that the officer signatory thereto has reviewed the terms of the Loan Documents,
and has made, or caused to be made under his/her supervision, a review in
reasonable detail of the transactions and Consolidated and Consolidating
financial condition of the Loan Party and their Subsidiaries, during the
accounting period covered by such reports, that such review has not disclosed
the existence during or at the end of such accounting period, and that such
officer does not have knowledge of the existence as at the date of such
Officer's Certificate, of any condition or event which constitutes an Event of
Default or Potential Event of Default or mandatory prepayment event as described
in Section 4.1(d) of this Agreement, or, if any such condition or event existed
or exists, and specifying the nature and period of existence thereof and what
action the Borrower or any of its Subsidiaries has taken, is taking and proposes
to take with respect thereto; (B) the calculations (in the form of Exhibit G and
otherwise with such specificity as the Administrative Agent may reasonably
request) for the period then ended which demonstrate compliance with the
covenants and financial ratios set forth in Articles IX and X and, when
applicable, that no Event of Default described in Section 11.1 exists, (C) a
schedule of the Loan Party's outstanding Indebtedness for borrowed money,
including the amount, maturity, interest rate and amortization requirements, as
well as such other information regarding such Indebtedness, which information is
material to the Loan, as may be reasonably requested by the Administrative
Agent, (D) a schedule of Combined EBITDA, (E) a schedule of the estimated
taxable income of the Loan Party for such fiscal year, (F) if requested by the
Administrative Agent or the Requisite Lenders, a statement of net operating
income and schedule of tenant sales and occupancy with respect to each Real
Property, (G) pro forma statements of operations (including, without limitation,
projections of net operating income and interest expense for each Real Property)
and sources and uses of capital for the next 24 months of the operations of GGP,
Inc. and the Loan Party, together with a capital plan for such 24 month period,
all in form, content and detail reasonably acceptable to the Administrative
Agent, and (H) such other information and reports which are material to the Loan
as the Administrative Agent may reasonably request.

                           (iv) Tenant Bankruptcy Reports. As soon as
practicable, and in any event within ninety (90) days after the end of each
Fiscal Year, the Borrower shall deliver a written report (which shall be
incorporated into the Annual Compliance Certificate), in form reasonably
satisfactory to the Administrative Agent, of all bankruptcy proceedings filed by
or against, or the cessation of business or operations of, any tenant of any of
the Real Properties of the Borrower or any of its Subsidiaries, the base rent
payments of which tenant account for more than 5% of the Borrower's share of
consolidated minimum rent in the Real Properties in the aggregate.

                  (c) Reports of Capital Events; External Revenues. On the date
of the consummation and funding of each Capital Event, the Borrower shall, if
requested by the Administrative Agent, submit to the Administrative Agent a
reasonably detailed report thereof, which shall include a computation of the
Leverage Ratio after giving effect thereto, which shall



                                       49
<PAGE>

be otherwise reasonably acceptable in form and substance to the Administrative
Agent. Promptly upon its becoming aware that a Loan Party will receive any
External Revenues, the Borrower shall provide notice of such circumstance to the
Administrative Agent, which notice shall contain a brief description of the
circumstance giving rise to such External Revenues, the amount of External
Revenues anticipated, and the date on which such External Revenues are to be so
received. The Borrower shall from time to time provide the Administrative Agent
with an updated notice of any material changes with regard to the matters
contained in such a notice.

                  (d) Information Regarding the Borrower. From time to time upon
request by the Administrative Agent, the Borrower shall deliver or cause to be
delivered to the Administrative Agent such information, reports and documents
concerning the Loan Party or GGP, Inc., which are material to the Loan
(including with respect to matters which would reasonably be expected to have a
Material Adverse Effect), as the Administrative Agent may reasonably request.

         8.3 Events of Default. Promptly upon the Borrower obtaining knowledge
(a) of any condition or event which constitutes an Event of Default or Potential
Event of Default, (b) that any Lender or the Administrative Agent has given any
notice with respect to a claimed Event of Default or Potential Event of Default,
(c) that any Person has given any notice to the Borrower or taken any other
action with respect to a claimed default or event or condition of the type
referred to in Section 11.1(e), or (d) of any condition or event which has or is
reasonably likely to have a Material Adverse Effect, the Borrower shall deliver
to the Administrative Agent and the Lenders an Officer's Certificate specifying
(i) the nature and period of existence of any such claimed default, Event of
Default, Potential Event of Default, condition or event, (ii) the notice given
or action taken by such Person in connection therewith, and (iii) what action
the Borrower has taken, is taking and proposes to take with respect thereto.

         8.4 Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of
the institution of, or written threat of, any action, suit, proceeding,
governmental investigation or arbitration against or affecting the Borrower or
any of its Subsidiaries of the type described in Section 7.1(i) of this
Agreement not previously disclosed pursuant to Section 7.1(i), the Borrower
shall give written notice thereof to the Administrative Agent and the Lenders
and provide such other information and which is material to the Loan as may be
reasonably available to enable each Lender and the Administrative Agent and its
counsel to evaluate such matters; (ii) as soon as practicable and in any event
within sixty (60) days after the end of each fiscal quarter of the Borrower, the
Borrower shall provide a written quarterly report to the Administrative Agent
and the Lenders (which may be incorporated into the Quarterly Compliance
Certificate) covering the institution of, or written threat of, any action,
suit, proceeding, governmental investigation or arbitration of the type
described in Section 7.1(i) of this Agreement (not previously reported) and
involving a Claim which is uninsured against or affecting the Borrower or any of
its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not
previously disclosed by the Borrower to the Administrative Agent and the
Lenders, and shall provide such other information which is material to the Loan
at such time as may be reasonably available to enable each Lender and the
Administrative Agent and its counsel to evaluate such matters; and (iii) in
addition to the requirements set forth in clauses (i) and (ii) of this Section
8.4, the Borrower upon request of the Administrative Agent or the Requisite
Lenders shall



                                       50
<PAGE>

promptly give written notice of the status of any action, suit, proceeding,
governmental investigation or arbitration covered by a report delivered pursuant
to clause (i) or (ii) above and provide such other information as may be
reasonably available to it and which is material to the Loan to enable each
Lender and the Administrative Agent and its counsel to evaluate such matters.

         8.5 Insurance. If requested by the Administrative Agent, the Borrower
shall promptly deliver to the Administrative Agent and the Lenders (i) a report
in form and substance reasonably satisfactory to the Administrative Agent and
the Lenders outlining all insurance coverage maintained as of the date of such
report by the Borrower and its Subsidiaries and the duration of such coverage
and (ii) the certificate of an Authorized Financial Officer that all premiums
with respect to such coverage have been paid when due.

         8.6 ERISA Notices. The Borrower shall deliver or cause to be delivered
to the Administrative Agent and the Lenders, at the Borrower's expense, the
following information and notices as soon as reasonably possible, and in any
event:

                  (a) within fifteen (15) Business Days after the Borrower or
any ERISA Affiliate knows or has reason to know that an ERISA Termination Event
has occurred, a written statement of the chief financial officer of the Borrower
describing such ERISA Termination Event and the action, if any, which the
Borrower or any ERISA Affiliate has taken, is taking or proposes to take with
respect thereto, and when known, any action taken or threatened by the IRS, DOL
or PBGC with respect thereto;

                  (b) within fifteen (15) Business Days after the Borrower knows
or has reason to know that a prohibited transaction (defined in Sections 406 of
ERISA and 4975 of the Internal Revenue Code) has occurred, a statement of the
chief financial officer of the Borrower describing such transaction and the
action which the Borrower or any ERISA Affiliate has taken, is taking or
proposes to take with respect thereto;

                  (c) within fifteen (15) Business Days after the filing of the
same with the DOL, IRS or PBGC, copies of each annual report (IRS Form 5500
series), including Schedule B thereto, filed with respect to each Benefit Plan;

                  (d) within fifteen (15) Business Days after receipt by the
Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or
Multiemployer Plan and each annual report for any Multiemployer Plan (IRS Form
5500), copies of each such report;

                  (e) within fifteen (15) Business Days after the filing of the
same with the IRS, a copy of each funding waiver request filed with respect to
any Benefit Plan and all written communications received by the Borrower or any
ERISA Affiliate with respect to such request;

                  (f) within fifteen (15) Business Days after the occurrence of
any material increase in the benefits of any existing Benefit Plan or
Multiemployer Plan or the establishment of any new Benefit Plan or the
commencement of contributions to any Benefit Plan or



                                       51
<PAGE>

Multiemployer Plan to which the Borrower or any ERISA Affiliate was not
previously contributing, notification of such increase, establishment or
commencement;

                  (g) within fifteen (15) Business Days after the Borrower or
any ERISA Affiliate receives notice of the PBGC's intention to terminate a
Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies
of each such notice;

                  (h) within fifteen (15) Business Days after the Borrower or
any ERISA Affiliate receives notice of any unfavorable determination letter from
the IRS regarding the qualification of a Plan under Section 401(a) of the
Internal Revenue Code, copies of each such letter;

                  (i) within fifteen (15) Business Days after the Borrower or
any ERISA Affiliate receives notice from a Multiemployer Plan regarding the
imposition of withdrawal liability, copies of each such notice;

                  (j) within fifteen (15) Business Days after the Borrower or
any ERISA Affiliate fails to make a required installment or any other required
payment under Section 412 of the Internal Revenue Code on or before the due date
for such installment or payment, a notification of such failure; and

                  (k) within fifteen (15) Business Days after the Borrower or
any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has
been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan
intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or
will institute proceedings under Section 4042 of ERISA to terminate a
Multiemployer Plan, notification of such termination, intention to terminate, or
institution of proceedings.

For purposes of this Section 8.6, the Borrower and any ERISA Affiliate shall be
deemed to know all facts known by the "Administrator" of any Plan of which the
Borrower or any ERISA Affiliate is the plan sponsor.

         8.7 Environmental Notices. The Borrower shall notify the Administrative
Agent and the Lenders in writing, promptly upon any senior employee of the
Borrower responsible for environmental matters at the applicable Property of the
Borrower or any of its Subsidiaries learning thereof with respect to a Property,
of any of the following (together with any material documents and correspondence
received or sent in connection therewith):

                  (a) notice or claim to the effect that the Borrower or any of
its Subsidiaries is or may be liable to any Person as a result of the Release or
threatened Release of any Contaminant into the environment, if such liability
would result in a Material Adverse Effect;

                  (b) notice that the Borrower or any of its Subsidiaries is
subject to investigation by any Governmental Authority evaluating whether any
Remedial Action is needed to respond to the Release or threatened Release of any
Contaminant into the environment which is reasonably likely to result in a
Material Adverse Effect;



                                       52
<PAGE>

                  (c) notice that any Property of the Borrower or any of its
Subsidiaries is subject to an Environmental Lien if the claim to which such
Environmental Lien relates would result in a Material Adverse Effect;

                  (d) notice of a material violation by the Borrower or any of
its Subsidiaries of any Environmental, Health or Safety Requirement of Law which
is reasonably likely to result in a Material Adverse Effect;

                  (e) any condition which might reasonably result in a violation
by the Borrower or any Subsidiary of the Borrower of any Environmental, Health
or Safety Requirement of Law, which violation would result in a Material Adverse
Effect;

                  (f) commencement or threat of any judicial or administrative
proceeding alleging a violation by the Borrower or any of its Subsidiaries of
any Environmental, Health or Safety Requirement of Law, which would result in a
Material Adverse Effect;

                  (g) new or proposed changes to any existing Environmental,
Health or Safety Requirement of Law that is reasonably likely to result in a
Material Adverse Effect; or

                  (h) any proposed acquisition of stock, assets, real estate, or
leasing of Property, or any other action by the Borrower or any of its
Subsidiaries that could subject the Borrower or any of its Subsidiaries to
environmental, health or safety Liabilities and Costs which are reasonably
likely to result in a Material Adverse Effect.

         8.8 Labor Matters. The Borrower shall notify the Administrative Agent
in writing, promptly upon the Borrower's learning thereof, of any labor dispute
to which the Borrower or any of its Subsidiaries may become a party (including,
without limitation, any strikes, lockouts or other disputes relating to any
Property of such Persons and other facilities) which could result in a Material
Adverse Effect.

         8.9 Notices of Asset Sales and/or Acquisitions. The Borrower shall
deliver to the Administrative Agent and the Lenders written notice of each of
the following upon the occurrence thereof: (a) a sale, transfer or other
disposition of assets, in a single transaction or series of related
transactions, by the Loan Party or their Subsidiaries for consideration in
excess of $200,000,000 (exclusive of any sale, transfer or other disposition of
any non-mall assets of JP Realty, Inc. and its Subsidiaries), (b) an acquisition
of assets, in a single transaction or series of related transactions, by the
Loan Party or their Subsidiaries for consideration in excess of $400,000,000,
and (c) the grant of a Lien with respect to assets, in a single transaction or
series of related transactions, by the Loan Party in connection with
Indebtedness aggregating an amount in excess of $400,000,000.

         8.10 [Intentionally Omitted].

         8.11 Other Reports. The Borrower shall deliver or cause to be delivered
to the Administrative Agent copies of all financial statements, reports,
material notices and other materials, if any, sent or made available generally
by GGP, Inc. or the Loan Party to their



                                       53
<PAGE>

respective Securities holders or filed with the Commission, all press releases
made available generally by GGP, Inc., the Loan Party or any of their
Subsidiaries to the public concerning material developments in the business of
GGP, Inc., the Loan Party or any such Subsidiary and all notifications received
by GGP, Inc., the Loan Party or their Subsidiaries pursuant to the Securities
Exchange Act and the rules promulgated thereunder.

         8.12 Other Information. Promptly upon receiving a request therefor from
the Administrative Agent, the Borrower shall prepare and deliver or cause to be
delivered to the Administrative Agent such other information with respect to the
Loan Party and their Subsidiaries, on a Consolidated basis, which is material to
the Loan (including with respect to matters which would reasonably be expected
to have a Material Adverse Effect) as from time to time may be reasonably
requested by the Administrative Agent.

                       ARTICLE IX - AFFIRMATIVE COVENANTS

Borrower covenants and agrees that so long as any Commitments are outstanding
and thereafter until payment in full of all of the Obligations (other than
indemnities pursuant to Section 15.3 not yet due), unless the Requisite Lenders
shall otherwise give prior written consent:

         9.1 Existence, Etc. The Borrower shall, and shall cause each of its
Subsidiaries to, at all times maintain its corporate existence or existence as a
limited liability company, limited partnership, general partnership, trust or
joint venture, as applicable, and preserve and keep, or cause to be preserved
and kept, in full force and effect, its rights and franchises material to its
businesses, except where the loss or termination of such rights and franchises
is not likely to have a Material Adverse Effect.

         9.2 Powers; Conduct of Business. The Borrower shall remain qualified,
and shall cause each of its Subsidiaries to qualify and remain qualified, to do
business and maintain its good standing in each jurisdiction in which the nature
of its business and the ownership of its respective Properties requires it to be
so qualified and in good standing.

         9.3 Compliance with Laws, Etc. The Borrower shall, and shall cause each
of its Subsidiaries to, (a) comply in all material respects with all
Requirements of Law and all restrictive covenants affecting such Person or the
business, Property, assets or operations of such Person, and (b) obtain and
maintain as needed all Permits necessary for its operations (including, without
limitation, the operation of the Real Properties) and maintain such Permits in
good standing, except where noncompliance with either clause (a) or (b) above is
not reasonably likely to have a Material Adverse Effect.

         9.4 Payment of Taxes and Claims. (a) The Borrower shall pay, and cause
each of its Subsidiaries to pay, (i) all taxes, assessments and other
governmental charges imposed upon it or on any of its Property or assets or in
respect of any of its franchises, licenses, receipts, sales, use, payroll,
employment, business, income or Property before any penalty or interest accrues
thereon, and (ii) all Claims (including, without limitation, claims for labor,
services, materials and supplies) for sums which have become due and payable and
which by law have or may become a Lien (other than a Lien permitted by Section
10.2 or a Customary Permitted Lien for



                                       54
<PAGE>

property taxes and assessments not yet due) upon any of the Borrower's or any of
the Borrower's Subsidiaries' Property or assets, prior to the time when any
penalty or fine shall be incurred with respect thereto; provided, however, that
no such taxes, assessments, fees and governmental charges referred to in clause
(i) above or Claims referred to in clause (ii) above need be paid if being
contested in good faith by appropriate proceedings diligently instituted and
conducted and if such reserve or other appropriate provision, if any, as shall
be required in conformity with GAAP shall have been made therefor.

         9.5 Insurance. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of such Subsidiaries to maintain in full force
and effect the insurance policies and programs listed on Schedule 7.1-T or
substantially similar policies and programs or other policies and programs as
are reasonably acceptable to the Administrative Agent. All such policies and
programs shall be maintained with insurers reasonably acceptable to the
Administrative Agent.

         9.6 Inspection of Property; Books and Records; Discussions. The
Borrower shall permit, and cause each of its Subsidiaries to permit, any
authorized representative(s) designated by either the Administrative Agent or
other Lender to visit and inspect any of their respective Real Properties, to
examine, audit, check and make copies of their respective financial and
accounting records, books, journals, orders, receipts and any correspondence and
other data relating to their respective businesses or the transactions
contemplated hereby (including, without limitation, in connection with
environmental compliance, hazard or liability), and to discuss their affairs,
finances and accounts with their Authorized Financial Officers and independent
certified public accountants, all with a representative of the Borrower present,
upon reasonable notice and at such reasonable times during normal business
hours, as often as may be reasonably requested. Each such visitation and
inspection shall be at such visitor's expense. The Borrower shall keep and
maintain, and cause its Subsidiaries to keep and maintain, in all material
respects proper books of record and account in which entries in conformity with
GAAP shall be made of all dealings and transactions in relation to their
respective businesses and activities.

         9.7 ERISA Compliance. The Borrower shall, and shall cause each of its
ERISA Affiliates to, establish, maintain and operate all Plans to comply in all
material respects with the provisions of ERISA, the Internal Revenue Code, all
other applicable laws, and the regulations and interpretations having the force
of law thereunder and the respective requirements of the governing documents for
such Plans.

         9.8 Maintenance of Property. The Borrower shall, and shall cause each
of its Subsidiaries to, maintain in all material respects all of their
respective owned and leased Property in good, safe and insurable condition and
repair, and not permit, commit or suffer any waste or abandonment of any such
Property and from time to time shall make or cause to be made all material
repairs, renewal and replacements thereof, including, without limitation, any
capital improvements which may be required to maintain the same in good
condition and repair; provided, however, that such Property may be altered or
renovated in the ordinary course of business of the Borrower or such applicable
Subsidiary. Without any limitation on the foregoing, the Borrower shall maintain
the Real Property in a manner such that each Real Property can be used in the
manner and substantially for the purposes such Real Property is used on the
Closing



                                       55
<PAGE>

Date, including, without limitation, maintaining all utilities, access rights,
zoning and necessary Permits for such Real Property.

         9.9 REIT Status. GGP, Inc. shall at all times (1) remain a publicly
traded company listed on the New York Stock Exchange or other national stock
exchange; (2) maintain its status as a REIT under the Internal Revenue Code, and
(3) retain direct or indirect management and control of the Loan Party. The
Partnership shall at all times retain direct or indirect control of the
Borrower.

         9.10 Ownership of Property. The ownership of substantially all Property
of the Consolidated Businesses shall be held by the Loan Party and their
Subsidiaries.

                         ARTICLE X - NEGATIVE COVENANTS

Borrower covenants and agrees that it shall comply, or cause compliance, with
the following covenants so long as any Commitments are outstanding and
thereafter until payment in full of all of the Obligations (other than
indemnities pursuant to Section 15.3 not yet due), unless the Requisite Lenders
shall otherwise give prior written consent:

         10.1 Sales of Assets. Neither Borrower nor any of its Subsidiaries
shall sell, assign, transfer, lease, convey or otherwise dispose of any
Property, whether now owned or hereafter acquired, or any income or profits
therefrom, or enter into any agreement to do so which would result in a Material
Adverse Effect.

         10.2 Liens. Neither GGP, Inc., the Loan Party, nor any of their
Subsidiaries shall directly or indirectly create, incur, assume or permit to
exist any Lien on or with respect to any Property, or (to the extent the same
constitutes a pledge or other encumbrance of equity interests in GGP, Inc., the
Loan Party, or the Consolidated Businesses) on or with respect to any such
Securities held by GGP, Inc. or the Loan Party, except, subject to Section
10.12(i) hereof:

                  (a) Liens with respect to Capital Leases of Equipment entered
into in the ordinary course of business of the Borrower or any of its
Subsidiaries pursuant to which the aggregate Indebtedness under such Capital
Leases does not exceed $1,000,000 for any Real Property;

                  (b) Customary Permitted Liens; and

                  (c) Liens to secure capital contributions arising in favor of
the holders of equity interests in entities which are Minority Holdings of the
Loan Party pursuant to the terms of the applicable partnership, joint venture,
operating, shareholders or similar agreement between such holders and the Loan
Party;

provided, however, that none of the foregoing shall limit or prohibit the Loan
Party or any of their Subsidiaries from (i) granting Liens on their respective
Real Properties for the purposes of securing Secured Indebtedness or (ii)
incurring additional Unsecured Indebtedness otherwise permitted hereunder.



                                       56
<PAGE>


         10.3 Conduct of Business. Neither the Borrower nor any of its
Subsidiaries shall engage in any business, enterprise or activity other than (a)
the businesses of acquiring, developing, redeveloping and managing predominately
retail Real Properties and portfolios of like Real Properties and (b) any
business or activities which are substantially similar, related or incidental
thereto.

         10.4 Transactions with Partners and Affiliates. Neither the Borrower
nor any of its Subsidiaries shall directly or indirectly enter into or permit to
exist any transaction (including, without limitation, the purchase, sale, lease
or exchange of any Property or the rendering of any service) with any Affiliate
of Borrower which is not a Subsidiary of the Borrower, on terms that are
determined by the Board of Directors of GGP, Inc. to be less favorable to the
Borrower or any of its Subsidiaries, as applicable, than those that might be
obtained in an arm's length transaction at the time from Persons who are not
such an Affiliate. Nothing contained in this Section 10.4 shall prohibit (a)
increases in compensation and benefits for officers and employees of the
Borrower or any of its Subsidiaries which are customary in the industry or
consistent with the past business practice of GGP, Inc., the Loan Party or such
Subsidiary; provided, however, that no Event of Default has occurred and is
continuing; (b) payment of customary partners' indemnities; or (c) performance
of any obligations arising under the Loan Documents.

         10.5 Restriction on Fundamental Changes and Changes of Control. Neither
GGP, Inc., the Loan Party, nor any of their Subsidiaries shall enter into any
merger or consolidation, or liquidate, windup or dissolve (or suffer any
liquidation or dissolution), or convey, lease, sell, transfer or otherwise
dispose of, in one transaction or series of related transactions, all or
substantially all of GGP, Inc.'s, the Loan Party's, or any such Subsidiary's
business or Property, whether now or hereafter acquired, except in connection
with (a) issuance, transfer, conversion or repurchase of limited partnership
interests in the Partnership, or (b) conversion or repurchase of membership
interests in the Borrower to the extent required pursuant to any existing
Contractual Obligation under the Borrower Operating Agreement. Notwithstanding
the foregoing, each of the Borrower and the Partnership shall be permitted to
merge with another Person so long as it (i) is the surviving Person following
such merger, or (ii) complies with Section 4.1(d) hereof (provided that nothing
herein or in any other Loan Document shall prohibit a merger between the
Borrower and the Partnership, regardless of which entity is the surviving
entity, so long as in the case of a merger of the Borrower into the Partnership,
contemporaneously with such merger the Partnership shall assume the Borrower's
obligations under the Loan Documents pursuant to documentation in form and
substance reasonably satisfactory to the Requisite Lenders). No Change of
Control shall occur.

         10.6 Margin Regulations; Securities Laws. Neither the Borrower nor any
of its Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.

         10.7 ERISA. The Borrower shall not and shall not permit any of its
ERISA Affiliates to:



                                       57
<PAGE>


                  (a) engage in any prohibited transaction described in Sections
406 of ERISA or 4975 of the Internal Revenue Code for which a statutory or class
exemption is not available or a private exemption has not been previously
obtained from the DOL;

                  (b) permit to exist any accumulated funding deficiency (as
defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), with
respect to any Benefit Plan, whether or not waived;

                  (c) fail to pay timely required contributions or annual
installments due with respect to any waived funding deficiency to any Benefit
Plan;

                  (d) terminate any Benefit Plan which would result in any
liability of Borrower or any ERISA Affiliate under Title IV of ERISA;

                  (e) fail to make any contribution or payment to any
Multiemployer Plan which Borrower or any ERISA Affiliate may be required to make
under any agreement relating to such Multiemployer Plan, or any law pertaining
thereto;

                  (f) fail to pay any required installment or any other payment
required under Section 412 of the Internal Revenue Code on or before the due
date for such installment or other payment; or

                  (g) amend a Benefit Plan resulting in an increase in current
liability for the plan year such that the Borrower or any ERISA Affiliate is
required to provide security to such Plan under Section 401(a)(29) of the
Internal Revenue Code.

         10.8 Organizational Documents. Neither the Borrower nor any of its
respective Subsidiaries shall amend, modify or otherwise change any of the terms
or provisions in any of their respective Organizational Documents as in effect
on the Closing Date, except amendments to effect (a) a change of name of the
Borrower or any such Subsidiary (provided, however, that the Borrower shall have
provided the Administrative Agent with at least ten (10) Business Days' prior
written notice of any such name change), (b) changes to the Partnership
Agreement relating to the acquisition of Real Property or interests in an owner
of Real Property with respect to which the consideration paid to the seller
thereof includes limited partnership interests in the Partnership, or (c)
changes that would not affect such Organizational Documents or the interests of
the Lenders in any material manner not otherwise permitted under this Agreement.

         10.9 Fiscal Year. Neither the Loan Party nor any of its Consolidated
Subsidiaries shall change its Fiscal Year for accounting or tax purposes from a
period consisting of the 12-month period ending on December 31 of each calendar
year.

         10.10 [Intentionally Omitted].

         10.11 Investments. Neither GGP, Inc., the Loan Party nor any of their
Subsidiaries shall directly or indirectly make or own any Investment, except:

                  (a) Investments in Cash and Cash Equivalents;



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<PAGE>


                  (b) Subject to the limitations set forth in this Section
10.11, Investments in the Loan Party's Subsidiaries, Loan Party's Affiliates and
the Management Company;

                  (c) Investments received in connection with the bankruptcy or
reorganization of suppliers and lessees and in settlement of delinquent
obligations of, and other disputes with, lessees and suppliers arising in the
ordinary course of business;

                  (d) Investments in:

                           (i) any individual Real Property (other than the Ala
Moana Center and Property related thereto) which do not exceed seven percent
(7%) of the Capitalization Value after giving effect to such Investments of GGP,
Inc., the Loan Party, and their Subsidiaries;

                           (ii) any single Person owning Property or any
portfolio of Properties (other than the Homart Portfolio and the Ivanhoe
Portfolio of the Partnership) which do not exceed twenty percent (20%) of the
Capitalization Value after giving effect to such Investments of GGP, Inc., the
Loan Party, and their Subsidiaries, it being understood that no Investment in
any individual Person will be permitted if GGP, Inc.'s and the Loan Party's
allocable share of the Investment of such Person in any individual Property
would exceed the limitation described in clause (i) above;

                           (iii) joint ventures and Subsidiaries that are not
Consolidated Subsidiaries (including, without limitation, such Subsidiaries in
the Homart Portfolio of the Partnership) which, in the aggregate, do not exceed
fifty percent (50%) of the Capitalization Value after giving effect to such
Investments of GGP, Inc., the Loan Party, and their Subsidiaries;

                           (iv) Real Estate Under Construction which, in the
aggregate, does not exceed fifteen percent (15%) of the Capitalization Value
after giving effect to such Investments of GGP, Inc., the Loan Party, and their
Subsidiaries (provided, however, that, for purposes of this clause (iv) only,
the term Real Estate Under Construction shall not include any Construction Asset
which is at least eighty percent (80%) leased, and provided further that, for
purposes of this clause (iv), any portion of a Construction Asset which is under
a binding contract of sale to an "anchor tenant" shall be deemed to be leased);
and

                           (v) Inactive Assets which, in the aggregate, do not
exceed eight percent (8%) of the Capitalization Value after giving effect to
such Investments of GGP, Inc., the Loan Party, and their Subsidiaries; provided,
however, that the Investments of GGP, Inc., the Loan Party, and their
Subsidiaries described in clause (iv) above and this clause (v) shall not
together exceed fifteen percent (15%) of the Capitalization Value after giving
effect to such Investments of GGP, Inc., the Loan Party and their Subsidiaries;
and

                  (e) Investments held as of the Closing Date.



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<PAGE>

         10.12 Other Financial Covenants.

                  (a) Minimum Combined Equity Value. The Combined Equity Value
shall at no time be less than the sum of (i) $2,250,000,000, plus (ii) an amount
equal to seventy-five percent (75%) of the aggregate net proceeds received by
the Loan Party or GGP, Inc. in connection with any offering or issuance after
the date of this Agreement of equity Securities (including, without limitation,
common stock, preferred stock partnership interests and membership interests)
representing interests in the Loan Party, or GGP, Inc. or any of their
respective Subsidiaries.

                  (b) Consolidated Interest Coverage Ratio. As of the last day
of each fiscal quarter for the immediately preceding consecutive four fiscal
quarters, the ratio of (i) Combined EBITDA to (ii) Combined Interest Expense,
shall not be less than 1.8 to 1.0.

                  (c) Minimum Debt Yield. As of the last day of each fiscal
quarter, the ratio (expressed as a percentage) of (i) the sum of (A) Combined
EBITDA plus (B) interest paid from reserves established under construction loans
to (ii) Total Adjusted Outstanding Indebtedness shall not be less than 13.25%.

                  (d) Dividends and Redemptions.

                           (i) Neither GGP, Inc. nor the Loan Party will, as
determined on an aggregate annual basis, pay any dividends (excluding special
capital gain distributions, if any) in excess of 65% of FFO for such year.

                           (ii) Neither the Loan Party nor GGP, Inc. will, as
determined on a combined, aggregate annual basis for both the Loan Party and
GGP, Inc., voluntarily redeem, repurchase or otherwise acquire for value more
than $50,000,000 of the common stock, preferred stock, partnership interests
and/or membership interests issued by GGP, Inc. and/or the Loan Party,
respectively, excluding any such redemption, repurchase or acquisition required
pursuant to any Contractual Obligation to honor any conversion, exchange or put
right heretofore or hereafter granted to any Person as consideration for capital
contributions to GGP, Inc. or the Loan Party, as the case may be, or in
furtherance of any other bona fide business purpose of GGP, Inc. or the Loan
Party, as the case may; provided, however, that no such redemption, repurchase
or acquisition shall have, or be reasonably likely to have, a Material Adverse
Effect.

                  (e) Minimum Fixed Charge Coverage Ratio. As of the first day
of each calendar quarter, the ratio of (i) Combined EBITDA for the immediately
preceding four calendar quarters to (ii) Fixed Charges shall not be less than
1.5 to 1.0.

                  (f) Minimum Net Equity and Loan-to-Value For Certain
Wholly-Owned Properties. In the event that, and for so long as, the cumulative,
aggregate Investments of the Loan Party and their Subsidiaries in joint ventures
and Subsidiaries that are not Consolidated Subsidiaries (including, without
limitation, such Subsidiaries in the Homart Portfolio of the Partnership),
exceed thirty five percent (35%) of the Capitalization Value: (i) the
Capitalization Value attributable to Properties that are wholly owned, directly
or indirectly, by the Loan Party,



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<PAGE>

less Indebtedness secured by Liens thereon or otherwise attributable thereto,
shall at no time be less than $1,750,000,000; and (ii) the Loan-to-Value Ratio
with respect to such wholly-owned Properties shall at no time exceed sixty five
percent (65%), in the aggregate.

                  (g) Leverage Ratio. Neither GGP, Inc., the Loan Party nor any
of their Subsidiaries shall directly or indirectly create, incur, assume or
otherwise become or remain directly or indirectly liable with respect to: (w)
any Indebtedness, except Indebtedness which, when aggregated with Indebtedness
of GGP, Inc., the Loan Party and, without duplication, their Subsidiaries and
Minority Holdings Indebtedness allocable in accordance with GAAP to GGP, Inc.,
the Loan Party as of the time of determination, would not cause Total Adjusted
Outstanding Indebtedness to exceed sixty-five percent (65%) of Capitalization
Value as of the date of incurrence; (x) any Recourse Indebtedness, except
Recourse Indebtedness which, when aggregated with Recourse Indebtedness of GGP,
Inc., the Loan Party and, without duplication, their respective Subsidiaries and
Recourse Minority Holdings Indebtedness allocable in accordance with GAAP to
GGP, Inc. and the Loan Party as of the time of determination, would not cause
the portion of Total Adjusted Outstanding Indebtedness consisting of Recourse
Indebtedness to exceed twenty percent (20%) of Capitalization Value as of the
date of incurrence; (y) secured Recourse Indebtedness (other than Indebtedness
relating to construction loans) in an aggregate amount outstanding not to exceed
$175,000,000; or (z) any Unsecured Indebtedness, except Unsecured Indebtedness
which, when aggregated with Total Adjusted Outstanding Unsecured Indebtedness,
would not cause Total Adjusted Outstanding Unsecured Indebtedness to exceed
twenty percent (20%) of Combined Equity Value as of the date of incurrence.

                  (h) Most Favored Loan. The Loan Party will not enter into any
credit agreement or execute any note, deed of trust, mortgage, security
agreement, pledge or any other loan agreement, document or instrument governing,
evidencing or securing any Indebtedness of the Loan Party which is either (A)
Unsecured Indebtedness or (B) secured and Recourse Indebtedness, the terms of
which require compliance by the Loan Party with covenants that, taken as a
whole, are more restrictive than the covenants of the Borrower herein contained,
including, without limitation, those covenants set forth in this Section 10.12.

                  (i) Certain Liens. Neither the Loan Party, GGP, Inc. nor any
of their respective Affiliates controlled by them, respectively, will encumber
with any Lien any stock, partnership interest, joint venture interest,
membership interest, beneficial interest or other equity interest in any
corporation, partnership, joint venture, limited liability company, trust or
other entity that (i) owns any of the Property, or (ii) is a direct or indirect
shareholder, partner, joint venturer, member, beneficiary or other type of
equity holder in any entity described in clause (i) above; provided, however,
that the foregoing prohibition shall not apply with respect to any of the
encumbrances existing on the date hereof set forth in Schedule 10.12 hereto; and
provided further that the prohibition set forth in this subsection (i) shall not
apply as to any such corporation, partnership, joint venture, limited liability
company, trust or other entity which owns Property with respect to which (A) the
Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money related to
such Property, in the aggregate, after giving effect to such encumbrance, is not
greater than sixty-five percent (65%), and (B) the Loan-to-Value Ratio as to
that portion of such Secured Indebtedness which is secured by such a Lien
encumbering any



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<PAGE>

stock, partnership interest, joint venture interest, membership interest,
beneficial interest, or other equity interest is not greater than fifteen
percent (15%); and provided further that the prohibition set forth in this
subsection (i) shall not apply as to any such encumbrance granted to secure
Indebtedness related to any Property or asset of such corporation, partnership,
joint venture, limited liability company, trust or other entity, if such
encumbrance secures a construction loan and the Loan-to-Value Ratio with respect
to all Secured Indebtedness relating to the construction in question does not
exceed seventy-five percent (75%), or would not exceed such Loan-to-Value Ratio,
but for the applicability of unusually onerous stamp, transfer or recording
taxes and fees in connection with such encumbrance; and provided further that
the prohibition set forth in this subsection (i) shall not apply as to any such
encumbrance of equity interests in Minority Holdings in favor of the holder(s)
of the remaining equity interests in such Minority Holdings to secure
obligations under the applicable Organizational Documents of such Minority
Holdings.

               ARTICLE XI - EVENTS OF DEFAULT; RIGHTS AND REMEDIES

         11.1 Events of Default. Each of the following occurrences shall
constitute an Event of Default under this Agreement:

                  (a) Failure to Make Payments When Due. The Borrower shall fail
to pay when due any principal payment of or interest payment on the Obligations.

                  (b) Breach of Certain Covenants.

                           (i) The Borrower shall fail duly and punctually to
perform or observe any agreement, covenant or obligation binding on the Borrower
under Sections 8.3, 9.1, 9.2, 9.3, 9.9, 9.10 or Article X.

                           (ii) The Borrower shall fail duly and punctually to
perform or observe any agreement, covenant or obligation binding on the Borrower
under Sections 9.4, 9.5 or 9.6, and such failure shall continue for fifteen (15)
days after receipt of written notice from the Administrative Agent thereof.

                  (c) Breach of Representation or Warranty. Any representation
or warranty made by the Borrower to the Administrative Agent or any other Lender
herein or by the Borrower or any of its Subsidiaries in any of the other Loan
Documents or in any statement or certificate at any time given by any such
Person pursuant to any of the Loan Documents shall be false or misleading in any
material respect on the date as of which made.

                  (d) Other Defaults. Except as set forth in the next sentence,
the Borrower shall default in the performance of or compliance with any term
contained in this Agreement (other than as identified in paragraphs (a), (b) or
(c) of this Section 11.1), or any default or event of default (other than as
identified in paragraphs (a), (b) or (c) of this Section 11.1) shall occur under
any of the other Loan Documents, and such default or event of default shall
continue for thirty (30) days after receipt of written notice from the
Administrative Agent thereof. Notwithstanding the foregoing sentence, such
failure or noncompliance shall not constitute an Event of Default so long as the
Borrower commences the cure within such thirty (30) day period



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<PAGE>

after the receipt of written notice, thereafter diligently pursues the same
until completion and completes the cure of such failure or noncompliance within
ninety (90) days after the receipt of such notice.

                  (e) Acceleration of Other Indebtedness. Any breach, default or
event of default shall occur, or any other condition shall exist, subject to the
receipt of any applicable notice and the expiration of any applicable cure
period or grace period, under any instrument, agreement or indenture pertaining
to any Recourse Indebtedness (other than the Obligations) of the Borrower or its
Subsidiaries aggregating $15,000,000 or more; or any such Recourse Indebtedness
aggregating $15,000,000 or more shall be otherwise declared to be due and
payable (by acceleration or otherwise) or required to be prepaid, redeemed or
otherwise repurchased by the Borrower or any of its Subsidiaries (other than by
a regularly scheduled required prepayment) prior to the stated maturity thereof.

                  (f) Involuntary Bankruptcy: Appointment of Receiver, Etc.

                           (i) An involuntary case shall be commenced against
the Borrower, or any of its Subsidiaries to which more than $50,000,000 of the
Capitalization Value is attributable, and the petition shall not be dismissed,
stayed or discharged within sixty (60) days after commencement of the case; or a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Borrower or any of its Subsidiaries in an involuntary
case, under any applicable bankruptcy, insolvency or other similar law now or
hereinafter in effect; or any other similar relief shall be granted under any
applicable federal, state, local or foreign law; or the board of directors of
GGP, Inc. or the members of the Borrower or the board of directors, partners or
members of any of the Borrower's Subsidiaries to which more than $50,000,000 of
the Capitalization Value is attributable (or any committee thereof) adopts any
resolution or otherwise authorizes any action to approve any of the foregoing.

                           (ii) A decree or order of a court having jurisdiction
in the premises for the appointment of a receiver, liquidator, sequestrator,
trustee, custodian or other officer having similar powers over the Borrower, or
any of its Subsidiaries to which more than $50,000,000 of the Capitalization
Value is attributable, or over all or a substantial part of the Property of the
Borrower or any of such Subsidiaries shall be entered; or an interim receiver,
trustee or other custodian of the Borrower or any of such Subsidiaries or of all
or a substantial part of the Property of the Borrower or any of such
Subsidiaries shall be appointed or a warrant of attachment, execution or similar
process against any substantial part of the Property of the Borrower or any of
such Subsidiaries shall be issued and any such event shall not be stayed,
dismissed, bonded or discharged within sixty (60) days after entry, appointment
or issuance; or the respective board of directors of the Borrower or members of
the Borrower or the board of directors or partners of any of Borrower's
Subsidiaries to which more than $50,000,000 of the Capitalization Value is
attributable (or any committee thereof) adopts any resolution or otherwise
authorizes any action to approve any of the foregoing.

                  (g) Voluntary Bankruptcy; Appointment of Receiver, Etc. The
Borrower, or any of its Subsidiaries to which more than $50,000,000 of the
Capitalization Value is attributable, shall commence a voluntary case under any
applicable bankruptcy, insolvency or



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<PAGE>

other similar law now or hereafter in effect, or shall consent to the entry of
an order for relief in an involuntary case, or to the conversion of an
involuntary case to a voluntary case, under any such law, or shall consent to
the appointment of or taking possession by a receiver, trustee or other
custodian for all or a substantial part of its Property; or the Borrower or any
of such Subsidiaries to which more than $50,000,000 of the Capitalization Value
is attributable shall make any assignment for the benefit of creditors or shall
be unable or fail, or admit in writing its inability, generally to pay its debts
as such debts become due.

                  (h) Judgments and Unpermitted Liens.

                           (i) Any money judgment (other than a money judgment
covered by insurance as to which the insurance company has acknowledged
coverage), writ or warrant of attachment, or similar process against the
Borrower or any of its Subsidiaries or any of their respective assets involving
in any event an amount in excess of $15,000,000 (other than with respect to
Claims arising out of nonrecourse Indebtedness) is entered and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or
in any event later than five (5) days prior to the date of any proposed sale
thereunder.

                           (ii) A federal, state, local or foreign tax Lien
(other than a Lien permitted by Section 10.2 of this Agreement or a Lien
relating to taxes being contested pursuant to Section 9.4 of this Agreement) is
filed against the Borrower which is not discharged of record, bonded over or
otherwise secured to the satisfaction of the Administrative Agent within thirty
(30) days after the filing thereof or the date upon which the Administrative
Agent receives actual knowledge of the filing thereof for an amount which,
either separately or when aggregated with the amount of any judgments described
in clause (i) above and/or the amount of the Environmental Lien Claims described
in clause (iii) below, equals or exceeds $15,000,000.

                           (iii) An Environmental Lien is filed against any Real
Property with respect to Claims in an amount which, either separately or when
aggregated with the amount of any judgments described in clause (i) above and/or
the amount of the tax Liens described in clause (ii) above, equals or exceeds
$15,000,000.

                  (i) Dissolution. Any order, judgment or decree shall be
entered against the Borrower decreeing its involuntary dissolution or split up;
or the Borrower shall otherwise dissolve or cease to exist except as
specifically permitted by this Agreement.

                  (j) Loan Documents. At any time, for any reason, any Loan
Document ceases to be in full force and effect or the Borrower seeks to
repudiate its obligations thereunder or an "event of default" exists under the
Guaranty.

                  (k) ERISA Termination Event. Any ERISA Termination Event
occurs which the Administrative Agent reasonably believes could subject either
the Borrower or any ERISA Affiliate to liability in excess of $1,000,000.

                  (l) Waiver Application. The plan administrator of any Benefit
Plan applies under Section 412(d) of the Internal Revenue Code for a waiver of
the minimum funding



                                       64
<PAGE>

standards of Section 412(a) of the Internal Revenue Code and the Administrative
Agent reasonably believes that the substantial business hardship upon which the
application for the waiver is based could subject either the Borrower or any
ERISA Affiliate to liability in excess of $1,000,000.

                  (m) Certain Defaults Pertaining to GGP, Inc. and/or the
Partnership. GGP, Inc. shall fail to (i) maintain its status as a REIT for
federal income tax purposes, (ii) continue as a general partner of the
Partnership, and (iii) remain listed on the New York Stock Exchange or other
national stock exchange, or the Partnership shall fail to continue as the
managing member of the Borrower, or either GGP, Inc. or the Partnership shall
fail to (A) comply in all material respects with all Requirements of Law
applicable to it and its businesses and Properties, in each case where the
failure to so comply individually or in the aggregate will have or is reasonably
likely to have a Material Adverse Effect, or (B) file all tax returns and
reports required to be filed by it with any Governmental Authority as and when
required to be filed or to pay any taxes, assessments, fees or other
governmental charges upon it or its Property, assets, receipts, sales, use,
payroll, employment, licenses, income, or franchises which are shown in such
returns, reports or similar statements to be due and payable as and when due and
payable, except for taxes, assessments, fees and other governmental charges (1)
that are being contested by it in good faith by an appropriate proceeding
diligently pursued, (2) for which adequate reserves have been made on its books
and records, and (3) the amounts the nonpayment of which would not, individually
or in the aggregate, result in a Material Adverse Effect.

                  (n) Merger or Liquidation of the Borrower. The Borrower shall
merge or liquidate with or into any other Person and, as a result thereof and
after giving effect thereto, (i) the Borrower is not the surviving Person or
(ii) such merger or liquidation would effect an acquisition of or Investment in
any Person not otherwise permitted under the terms of this Agreement, provided
that nothing herein or in any other Loan Document shall prohibit a merger
between the Borrower and the Partnership, regardless of which entity is the
surviving entity, so long as the Partnership, if the surviving entity, assumes
the Borrower's obligations under the Loan Documents pursuant to documentation in
form and substance reasonably satisfactory to the Requisite Lenders.

An Event of Default shall be deemed "continuing" until cured or waived in
writing in accordance with Section 15.7.

         11.2 Rights and Remedies.

                  (a) Acceleration and Termination. Upon the occurrence of any
Event of Default described in Sections 11.1(f) or 11.1(g), the unpaid principal
amount of, and any and all accrued interest on, the Obligations and all accrued
fees shall automatically become immediately due and payable, without
presentment, demand, or protest or other requirements of any kind (including,
without limitation, valuation and appraisement, diligence, presentment, notice
of intent to demand or accelerate and of acceleration), all of which are hereby
expressly waived by the Borrower; and upon the occurrence and during the
continuance of any other Event of Default, the Administrative Agent shall at the
request, or may with the consent, of the Requisite Lenders, by written notice to
the Borrower, declare the unpaid principal amount of and any and all



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<PAGE>

accrued and unpaid interest on the Obligations to be, and the same shall
thereupon be, immediately due and payable, without any other presentment,
demand, or protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment, notice of intent
to demand or accelerate and of acceleration), all of which are hereby expressly
waived by the Borrower.

                  (b) Rescission. If at any time after the acceleration of the
maturity of the Loans, the Borrower shall pay all arrears of interest and all
payments on account of principal of the Loans which shall have become due
otherwise than by acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and all Events of Default and Potential Events of Default (other than nonpayment
of principal of and accrued interest on the Loans due and payable solely by
virtue of acceleration) shall be remedied or waived pursuant to Section 15.7,
then upon the written consent of the Requisite Lenders and written notice to the
Borrower, the acceleration and the consequences thereof may be rescinded and
annulled; but such action shall not affect any subsequent Event of Default or
Potential Event of Default or impair any right or remedy consequent thereon. The
provisions of the preceding sentence are intended merely to bind the Lenders to
a decision which may be made at the election of the Requisite Lenders; they are
not intended to benefit the Borrower and do not give the Borrower the right to
require the Lenders to rescind or annul any acceleration hereunder, even if the
conditions set forth herein are met.

                  (c) Enforcement. The Borrower acknowledges that in the event
the Borrower fails to perform, observe or discharge any of its obligations or
liabilities under this Agreement or any other Loan Document, any remedy of law
may prove to be inadequate relief to the Administrative Agent and the other
Lenders; therefore, the Borrower agrees that the Administrative Agent and the
other Lenders shall be entitled to temporary and permanent injunctive relief in
any such case without the necessity of proving actual damages.

                             ARTICLE XII - THE AGENT

         12.1 Appointment. Dresdner is hereby irrevocably appointed
Administrative Agent hereunder and under each other Loan Document, and each of
the Lenders irrevocably authorizes the Administrative Agent to act as the agent
of such Lender. The Administrative Agent agrees to act as such upon the express
conditions contained in this Article XII. The Administrative Agent shall not
have any duties or responsibilities to the Lenders except those expressly set
forth herein and shall not have a fiduciary relationship in respect of any
Lender by reason of this Agreement. Bank of America is hereby irrevocably
appointed as the Syndication Agent for the Lenders. Neither the Syndication
Agent nor any documentation agent shall have any fiduciary relationship in
respect of any Lender by reason of this Agreement, or any duties or
responsibilities to the Lenders in that capacity, in connection with the
administration of the Facility or otherwise.

         12.2 Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto (but subject to Section 15.7 below). The
Administrative Agent shall have no implied duties, obligations or liabilities to
the Lenders, or any obligation to the Lenders to take any action thereunder
except



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<PAGE>

any action specifically provided by the Loan Documents to be taken by the
Administrative Agent. Only the Administrative Agent may perform the duties
reserved to it under the Loan Documents and no Lender shall act or purport to
act on behalf of the other Lenders or Administrative Agent on any such matters.
Without limiting the generality of the foregoing:

                  (a) The Administrative Agent shall have the exclusive right to
collect from the Borrower, the Guarantor or third parties, on account of the
Facility, including, principal, interest, fees, protective advances and
prepayment premiums (if any), whether such sums are received directly from
Borrower, any guarantor (including, without limitation, GGP, Inc. or the
Partnership, as the guarantors under the Guaranty) or any other Persons, or are
obtained by right of offset by the Administrative Agent of any kind, or by
enforcement of the Loan Documents. The Administrative Agent will receive and
hold all collections with respect to the Loan for the benefit of the Lenders in
accordance with their respective Pro Rata Shares or as otherwise provided
herein.

                  (b) If any Lender shall receive any payments or property in
connection with the Facility (whether or not voluntary), from any Person other
than the Administrative Agent, such Lender shall transfer to the Administrative
Agent all such payments or property within one (1) Business Day of receipt.

                  (c) No Lender shall independently initiate any judicial action
or other proceeding against the Borrower or any Guarantor with respect to the
Facility.

         12.3 General Immunity. None of the Co-Arrangers nor any of their
respective directors, officers, agents or employees shall be liable to the
Borrower or the Lenders for any action taken or omitted to be taken by it or
them hereunder or under any other Loan Document or in connection herewith or
therewith, except for its or their own gross negligence or willful misconduct.

         12.4 No Responsibility for Loans, Recitals, etc. None of the
Co-Arrangers nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any Borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article VI, except receipt
of items required to be delivered to the Administrative Agent; or (iv) the
validity, effectiveness or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith.

         12.5 Action on Instructions of Lenders. The Administrative Agent shall
in all cases be fully protected by the Lenders, as against any claim or other
action of any kind or nature whatsoever by any Lender, in acting, or in
refraining from acting, hereunder and under any other Loan Document in
accordance with written instructions signed by the Requisite Lenders (or, in the
case of any waiver or amendment listed in Section 15.7(b) hereof, all of the
Lenders) and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders and on all Holders. As between
the Administrative Agent and the Lenders, the Administrative Agent shall be
fully justified in failing or refusing to take any action hereunder



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and under any other Loan Document unless it shall first receive such advice or
concurrence, if it so requests, of the Requisite Lenders and shall first be
indemnified to its satisfaction by the Lenders in accordance with their
respective Pro Rata Shares against any and all liability, cost and expense that
it may incur by reason of taking or continuing to take any such action.

         12.6 Employment of Administrative Agents and Counsel. Each of the
Co-Arrangers may execute any of its duties as Administrative Agent or
Syndication Agent (as the case may be) hereunder and under any other Loan
Document by or through employees, agents and attorneys-in-fact and shall not be
answerable to the Lenders, except as to money or securities received by it or
its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. As between each of the
Co-Arrangers, on the one hand, and the Lenders, on the other hand, such
Co-Arranger shall be entitled to engage and rely upon advice of legal counsel
(including the Borrower's counsel), independent accountants and other
professionals and experts selected by the such Co-Arranger concerning all
matters pertaining to its agency hereby created and its duties hereunder and
under any other Loan Document.

         12.7 Reliance on Documents. The Administrative Agent shall be entitled
to rely upon any Note or other Loan Document, writing, notice, consent,
certificate, facsimile, affidavit, letter, telegram, statement, paper, document
or other communication believed by it to be genuine and correct and to have been
signed, sent or otherwise communicated by the proper person or persons.

         12.8 Administrative Agent's Reimbursement and Indemnification. The
Lenders, ratably in accordance with their respective Pro Rata Shares, agree to
reimburse and indemnify upon demand each of the Co-Arrangers (i) for any amounts
not reimbursed by the Borrower for which such Co-Arranger is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses (including reasonable attorneys' fees) incurred by such Co-Arranger on
behalf of the Lenders, in connection with the preparation, execution, delivery,
administration, modification and enforcement of the Loan Documents, if not paid
by the Borrower, and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against such Co-Arranger in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of such Co-Arranger. Each Lender shall indemnify each of the
Co-Arrangers and each of the other Lenders with respect to claims, liabilities,
damages, costs, losses and expenses (including, without limitation, attorneys'
fees) arising from or relating to the failure of such indemnifying Lender to
satisfy its obligations under this Agreement and the other Loan Documents. No
Co-Arranger shall have any liability or obligation hereunder with respect to any
negligence or misconduct of any other Co-Arranger.

         12.9 Rights as a Lender. With respect to the Loans made by it, the Note
issued to it and otherwise, each of the Co-Arrangers shall have the same rights
and powers hereunder and under any other Loan Document as any Lender and may
exercise the same as though it were not



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one of the Co-Arrangers, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include each of the Co-Arrangers in its capacity as
a Lender. Each of the Co-Arrangers, in its capacity as a Lender, may accept
deposits from, lend money to, and generally engage in any kind of trust, debt,
equity or other transaction, in addition to those contemplated by this Agreement
or any other Loan Document, with the Borrower in which the Borrower is not
restricted hereby from engaging with any other Person. The Lenders acknowledge
that each of the Co-Arrangers and their respective Affiliates now or in the
future may have banking or other financial relationships, including being an
agent on other loans, with the Borrower and its Affiliates, as though it were
not one of the Co-Arrangers hereunder and without notice to or consent of the
Lenders. Each Lender hereby expressly waives any objection to such actual or
potential conflict of interest. The Lenders acknowledge that in the course of
such activities, any of the Co-Arrangers or their respective Affiliates may
receive information regarding the Borrower or its Affiliates and acknowledge
that none of the Co-Arrangers shall be under any obligation to provide such
information to them, whether or not confidential.

         12.10 Lender Credit Decision. Each Lender acknowledges that none of the
Co-Arrangers nor any of their respective agents has made any representation or
warranty to such Lender and that no action or statement hereafter made or taken
by any of the Co-Arrangers or any of their respective agents shall be deemed to
be representation or warranty by any other of the Co-Arrangers to such Lenders.
Each Lender further acknowledges that it has, independently and without reliance
upon any of the Co-Arrangers or any other Lender and based on the financial
statements prepared by the Loan Party and such other documents and information
as such Lender has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement and the other Loan Documents. Each Lender also
acknowledges that it will, independently and without reliance upon any of the
Co-Arrangers or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis
and decisions in taking or not taking action under this Agreement and the other
Loan Documents.

         12.11 Successor Administrative Agent. Each Lender agrees that Dresdner
Bank AG, New York Branch shall serve as the Administrative Agent at all times
during the term of this Facility, except that Dresdner Bank AG, New York Branch
may appoint one of its Affiliates to serve in such capacity or may resign from
its agency at any time, in its sole discretion, upon thirty (30) days' prior
written notice to the Lenders and the Borrower. If the Administrative Agent is
permitted to (in accordance with the terms of this Agreement) and does
participate or assign its total interests in the Facility, other than to a
successor entity to the Administrative Agent or any Affiliate of the
Administrative Agent, then the Administrative Agent agrees to resign upon the
request of any Lender or the Borrower. Upon the gross negligence or willful
misconduct of the Administrative Agent in respect of its responsibilities as
administrative agent for the Lenders under this Agreement, the Administrative
Agent agrees to resign at the request of the Requisite Lenders. Upon any such
resignation, the other Lenders shall have the right to appoint, on behalf of the
Borrower and the Lenders, a successor Administrative Agent, which successor
Administrative Agent, other than a successor entity to the Administrative Agent,
shall, so long as no Event of Default exists hereunder, be subject to the
approval of the Borrower (such approval not to be unreasonably withheld or
delayed). If no successor Administrative Agent



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<PAGE>

shall have been so appointed by the other Lenders (and, if applicable, approved
by Borrower) and shall have accepted such appointment within thirty (30) days
after the retiring Administrative Agent's giving notice of resignation, then the
retiring Administrative Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent, which successor Administrative Agent,
other than a successor entity to the Administrative Agent, shall, so long as no
Event of Default exists hereunder, be subject to the approval of Borrower (such
approval not to be unreasonably withheld or delayed). Such successor
Administrative Agent shall be a commercial bank having capital and retained
earnings of at least $1,000,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, including the right to receive any fees for performing such duties which
accrue thereafter, and the retiring Administrative Agent shall be discharged
from its duties and obligations subsequently arising hereunder and under the
other Loan Documents. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article XII shall
continue in effect for its benefit and that of the other Lenders in respect of
any actions taken or omitted to be taken by it while it was acting as the
Administrative Agent hereunder and under the other Loan Documents.

         12.12 Notice of Defaults. If a Lender becomes aware of a Potential
Event of Default or Event of Default, such Lender shall notify the
Administrative Agent of such fact. Upon receipt of such notice that a Potential
Event of Default or Event of Default has occurred, the Administrative Agent
shall notify each of the Lenders of such fact. Except for defaults in the
payment of principal, interest and fees payable to Administrative Agent for the
account of the Lenders and such other Obligations for which Administrative Agent
is expressly responsible for determining the Borrower's compliance,
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Potential Event of Default or Event of Default, unless
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to the Loan, describing such Potential Event of Default or
Event of Default and stating that such notice is a "notice of default".
Administrative Agent will notify the Lenders of its receipt of any such notice.
Administrative Agent shall take action with respect to such Potential Event of
Default or Event of Default in accordance with the provisions of this Agreement
and the Loan Documents.

         12.13 Requests for Approval. If the Administrative Agent requests in
writing the consent or approval of a Lender, whether or not such consent or
approval is required hereunder (and no such requirement shall be inferred from
any such request), such Lender shall respond and either approve or disapprove
definitively in writing to the Administrative Agent within ten (10) Business
Days (or sooner if such notice specifies a shorter period based on
Administrative Agent's good faith determination that circumstances warrant an
earlier response) after such written request from the Administrative Agent. If
any Lender does not so respond, that Lender shall be deemed to have approved the
request. Upon request, the Administrative Agent shall notify the Lenders which
Lenders, if any, failed to respond to a request for approval.

         12.14 Copies of Documents. Administrative Agent shall promptly deliver
to each of the Lenders copies of all notices of default and other formal notices
sent to or received by the



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Administrative Agent pursuant to Section 15.1 of this Agreement. Within fifteen
(15) Business Days after a request by a Lender to the Administrative Agent for
other documents furnished to the Administrative Agent by the Borrower, the
Administrative Agent shall provide copies of such documents to such Lender
except where this Agreement obligates Administrative Agent to provide copies in
a shorter period of time.

         12.15 Withholding Tax. All taxes due and payable on any payments to be
made to a Lender under this Agreement shall be such Lender's sole
responsibility, except to the extent such taxes are actually reimbursed by the
Borrower under the Loan Documents. All payments to be made to each Lender under
this Agreement shall be made after deduction for any taxes, charges, levies or
withholdings which are imposed by the country of organization of the Borrower,
the United States of America or any other applicable taxing authority. Each
Lender agrees to provide to Administrative Agent completed and signed copies of
any forms that may be required by the IRS (and any applicable state authority)
in order to certify such Lender's exemption from or reduction of United States
(or applicable state) withholding taxes with respect to payments to be made to
such Lender under this Agreement or the Loan Documents. Each Lender agrees to
promptly notify Administrative Agent of any change which would modify or render
invalid any claimed exemption or reduction. If any governmental authority of the
United States or other jurisdiction asserts a claim that Administrative Agent
did not properly withhold tax from amounts paid to or for the account of any
Lender, such Lender shall indemnify Administrative Agent fully for all amounts
paid by Administrative Agent as tax or otherwise, including penalties and
interest, and including any taxes imposed by any jurisdiction on the amount
payable to Administrative Agent under this section, together with all costs and
expenses (including legal expenses). The obligation of the Lenders under this
subsection shall survive the payment of all Obligations and the resignation or
replacement of Administrative Agent.

         12.16 Borrower's Default; Enforcement. Upon the occurrence of an Event
of Default under any Loan Document, the Requisite Lenders shall have the right,
upon written notice to Administrative Agent, to require that Administrative
Agent exercise the rights of the Lenders as directed by the Requisite Lenders;
provided, however, that the Lenders shall indemnify, exonerate and hold
Administrative Agent harmless from and against any and all claims, losses,
liabilities, damages and costs (including reasonable legal fees) incurred by
Administrative Agent as a result of any such exercise of rights at the direction
of the Lenders and not resulting from the gross negligence or willful misconduct
of Administrative Agent.

         12.17 Workout. If an Event of Default has occurred, Administrative
Agent may declare by written notice to the Lenders (with a copy to the Borrower)
that the Loan is "in workout" (the "Notice of Workout"). The Lenders acknowledge
that workouts of defaulted loans usually are resolved by either a borrower cure
of the default; or a restructure of or other modification to the loan; or by
exercising remedies; and that it is in the interest of the Lenders to attain a
resolution within a reasonable period of time. Notwithstanding any action by
Administrative Agent under this Section 12.17, Administrative Agent shall follow
the direction of the Requisite Lenders under Section 12.16 above at any time.
Nevertheless, unless and until the Requisite Lenders shall direct Administrative
Agent to the contrary, Administrative Agent shall have the right but not the
obligation to take such action as it may deem appropriate to preserve the rights
of the



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<PAGE>

Lenders to recover any amounts owing under the Loan Documents, without the
consent of the Requisite Lenders.

         12.18 Bankruptcy of Borrower. In the event of a bankruptcy by the
Borrower, the Lenders shall act through Administrative Agent to petition the
court, make any motion for relief from the automatic stay, participate in any
appropriate creditors' committee, vote on a plan of reorganization or pursue
other remedies or actions in accordance with the approval of the Requisite
Lenders.

         12.19 Relationship of Parties. This Agreement is not intended to
establish a partnership or joint venture between any of the Co-Arrangers, on the
one hand, and the Lenders, on the other hand. The provisions of the Loan
Documents regarding the relationships among each of the Co-Arrangers and the
Lenders and this Article XII are intended solely to facilitate co-lending
relationships among the Lenders for the Facility. No security or investment
contract under any federal or state law is intended to be created among the
Lenders or between any of the Co-Arrangers and the Lenders. The execution of
this Agreement, the performance of the terms thereof, and the Lenders' purchase
of and ownership interest in the Facility and the Loan Documents shall not
constitute any Lender as owner, purchaser or seller of any security (as that
term is defined in the Securities Act of 1933 or the Securities Exchange Act of
1934) issued, owned, purchased or sold by Dresdner or Bank of America or any of
their Subsidiaries or Affiliates, either as principal or as agent for the
Borrower. Each Lender is purchasing and acquiring legal and equitable ownership
of its Pro Rata Share and is not making a loan to Dresdner or Bank of America,
and no debtor-creditor relationship exists between them as a result of this
Agreement.

         12.20 Counsel. The Lenders acknowledge that the Co-Arranger's
respective counsel have represented and shall represent only the Co-Arrangers,
respectively, in their respective capacities as such, in connection with the
Loan Documents and this Agreement. Each other Lender shall retain independent
legal counsel regarding all such matters, documents and agreements. After an
Event of Default, the Lenders shall enter into a joint privilege agreement
regarding the exchange of information that is or may be subject to
attorney-client privilege or related privileges. The Administrative Agent's
counsel shall prepare such joint privilege agreement, subject to the approval of
the Requisite Lenders which approval shall not be unreasonably withheld by any
Lender.

                         ARTICLE XIII - YIELD PROTECTION

         13.1 Taxes.

                  (a) Payment of Taxes. Any and all payments by the Borrower
hereunder or under any Note or other document evidencing any Obligations shall
be made, in accordance with Section 4.2, free and clear of and without reduction
for any and all present or future taxes, levies, imposts, deductions, charges,
withholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes
and other taxes imposed on the value of the Property, charges or levies which
arise from the execution, delivery or registration, or from payment or
performance under, or otherwise with respect to, any of the Loan Documents or
the Commitments and all other liabilities with



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respect thereto excluding, in the case of each Lender, taxes imposed on or
measured by net income or overall gross receipts and capital and franchise taxes
imposed on it by (i) the United States, (ii) the Governmental Authority of the
jurisdiction in which such Lender's Applicable Lending Office is located or any
political subdivision thereof or (iii) the Governmental Authority of the
jurisdiction in which such Person is organized, managed and controlled or any
political subdivision thereof (all such nonexcluded taxes, levies, imposts,
deductions, charges and withholdings being hereinafter referred to as "Taxes").
If the Borrower shall be required by law to withhold or deduct any Taxes from or
in respect of any sum payable hereunder or under any such Note or document to
any Lender, (x) the sum payable to such Lender shall be increased as may be
necessary so that after making all required withholding or deductions (including
withholding or deductions applicable to additional sums payable under this
Section 13.1) such Lender receives an amount equal to the sum it would have
received had no such withholding or deductions been made, (y) the Borrower shall
make such withholding or deductions, and (z) the Borrower shall pay the full
amount withheld or deducted to the relevant taxation authority or other
authority in accordance with applicable law. Notwithstanding the foregoing, in
the event that any Lender is or becomes so subject to such Taxes, at Borrower's
sole election, Borrower may identify an Eligible Assignee not so subject to such
Taxes to whom the Lender which is so subject shall assign its interest in the
Loans pursuant to the terms of an Assignment and Acceptance substantially in the
form attached as Exhibit A.

                  (b) Indemnification. The Borrower will indemnify each Lender
against, and reimburse each on demand for, the full amount of all Taxes
(including, without limitation, any Taxes imposed by any Governmental Authority
on amounts payable under this Section 13.1 resulting therefrom) incurred or paid
by such Lender or any of its respective Affiliates and any liability (including
penalties, interest, and out-of-pocket expenses paid to third parties) arising
therefrom or with respect thereto, whether or not such Taxes were lawfully
payable. A certificate as to any additional amount payable to any Person under
this Section 13.1 submitted by a Lender to the Borrower shall, absent manifest
error, be final, conclusive and binding upon all parties hereto. Each Lender
agrees, within a reasonable time after receiving a written request from the
Borrower, to provide the Borrower and the Administrative Agent with such
certificates as are reasonably required, and take such other actions as are
reasonably necessary to claim such exemptions as such Lender may be entitled to
claim in respect of all or a portion of any Taxes which are otherwise required
to be paid or deducted or withheld pursuant to this Section 13.1 in respect of
any payments under this Agreement or under the Notes.

                  (c) Receipts. Within thirty (30) days after the date of any
payment of Taxes by the Borrower, it will furnish to the Administrative Agent,
at its address referred to in Section 15.8, the original or a certified copy of
a receipt evidencing payment thereof.

                  (d) Foreign Bank Certifications.

                           (i) Each Lender that is not created or organized
under the laws of the United States or a political subdivision thereof shall
deliver to the Borrower and the Administrative Agent on the Closing Date or the
date on which such Lender becomes a Lender pursuant to Section 15.1 hereof a
true and accurate certificate executed in duplicate by a duly authorized officer
of such Lender to the effect that such Lender is eligible to receive payments



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<PAGE>

hereunder and under the Notes without deduction or withholding of United States
federal income tax (I) under the provisions of an applicable tax treaty
concluded by the United States (in which case the certificate shall be
accompanied by two duly completed copies of IRS Form W-8BEN (or any successor or
substitute form or forms)) or (II) under Sections 1442(c)(1) and 1442(a) of the
Internal Revenue Code (in which case the certificate shall be accompanied by two
duly completed copies of IRS Form W-8ECI (or any successor or substitute form or
forms)).

                           (ii) Each Lender further agrees to deliver to the
Borrower and the Administrative Agent from time to time, a true and accurate
certificate executed in duplicate by a duly authorized officer of such Lender
before or promptly upon the occurrence of any event requiring a change in the
most recent certificate previously delivered by it to the Borrower and the
Administrative Agent pursuant to this Section 13.1(d). Each certificate required
to be delivered pursuant to this Section 13.1(d)(ii) shall certify as to one of
the following:

                                    (A) that such Lender can continue to receive
payments hereunder and under the Notes without deduction or withholding of
United States federal income tax;

                                    (B) that such Lender cannot continue to
receive payments hereunder and under the Notes without deduction or withholding
of United States federal income tax as specified therein but does not require
additional payments pursuant to Section 13.1(a) because it is entitled to
recover the full amount of any such deduction or withholding from a source other
than the Borrower; or

                                    (C) that such Lender is no longer capable of
receiving payments hereunder and under the Notes without deduction or
withholding of United States federal income tax as specified therein and that it
is not capable of recovering the full amount of the same from a source other
than the Borrower.

Each Lender agrees to deliver to the Borrower and the Administrative Agent
further duly completed copies of the above-mentioned IRS forms on or before the
earlier of (x) the date that any such form expires or becomes obsolete or
otherwise is required to be resubmitted as a condition to obtaining an exemption
from withholding from United States federal income tax and (y) fifteen (15) days
after the occurrence of any event requiring a change in the most recent form
previously delivered by such Lender to the Borrower and Administrative Agent,
unless any change in treaty, law, regulation, or official interpretation thereof
which would render such form inapplicable or which would prevent the Lender from
duly completing and delivering such form has occurred prior to the date on which
any such delivery would otherwise be required and the Lender promptly advises
the Borrower that it is not capable of receiving payments hereunder and under
the Notes without any deduction or withholding of United States federal income
tax.

         13.2 Increased Capital. If after the date hereof any Lender determines
that (i) the adoption or implementation of or any change in or in the
interpretation or administration of any law or regulation or any guideline or
request from any central bank or other Governmental Authority or
quasi-governmental authority exercising jurisdiction, power or control over any
Lender or banks or financial institutions generally (whether or not having the
force of law),



                                       74
<PAGE>

compliance with which affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and (ii) the amount of such capital is increased by or based upon the
making or maintenance by any Lender of its Loans, any Lender's participation in
or obligation to participate in the Loans or other advances made hereunder or
the existence of any Lender's obligation to make Loans, then, in any such case,
within thirty (30) days after written demand by such Lender (with a copy of such
demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation therefor. Such demand shall be accompanied by a
statement as to the amount of such compensation and include a brief summary of
the basis for such demand. Such statement shall be conclusive and binding for
all purposes, absent manifest error. Notwithstanding the foregoing, in the event
of any such demand, at Borrower's sole election, Borrower may identify an
Eligible Assignee not making such a demand to whom the demanding Lender shall
assign its interest in the Loans pursuant to the terms of an Assignment and
Acceptance substantially in the form attached as Exhibit A.

         13.3 Changes; Legal Restrictions. If after the date hereof any Lender
determines that the adoption or implementation of or any change in or in the
interpretation or administration of any law or regulation or any guideline or
request from any central bank or other Governmental Authority or
quasi-governmental authority exercising jurisdiction, power or control over any
Lender, or over banks or financial institutions generally (whether or not having
the force of law), compliance with which:

                  (a) does or will subject a Lender (or its Applicable Lending
Office or Eurodollar Affiliate) to charges (other than taxes) of any kind which
such Lender reasonably determines to be applicable to the Commitments of the
Lenders to make Eurodollar Rate Loans or change the basis of taxation of
payments to that Lender of principal, fees, interest, or any other amount
payable hereunder with respect to Eurodollar Rate Loans; or

                  (b) does or will impose, modify, or hold applicable, in the
reasonable determination of a Lender, any reserve (other than reserves taken
into account in calculating the Eurodollar Rate), special deposit, compulsory
loan, FDIC insurance or similar requirement against assets held by, or deposits
or other liabilities in or for the account of, advances or loans by, commitments
made, or other credit extended by, or any other acquisition of funds by, a
Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining the Loans or its Commitment or to reduce any
amount receivable thereunder; then, in any such case, within thirty (30) days
after written demand by such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to the Administrative Agent for
the account of such Lender, from time to time as specified by such Lender, such
amount or amounts as may be necessary to compensate such Lender or its
Eurodollar Affiliate for any such additional cost incurred or reduced amount
received. Such demand shall be accompanied by a statement as to the amount of
such compensation and include a brief summary of the basis for such demand. Such
statement shall be conclusive and binding for all purposes, absent manifest
error. Notwithstanding the foregoing, in the event of any such demand, at



                                       75
<PAGE>

Borrower's sole election, Borrower may identify an Eligible Assignee not making
such a demand to whom the demanding Lender shall assign its interest in the
Loans pursuant to the terms of an Assignment and Acceptance substantially in the
form attached as Exhibit A.

                     ARTICLE XIV - [INTENTIONALLY OMITTED.]

                           ARTICLE XV - MISCELLANEOUS

         15.1 Assignments and Participations.

                  (a) Assignments. No assignments or participations of any
Lender's rights or obligations under this Agreement shall be made except in
accordance with this Section 15.1. Each Lender may assign to one or more
Eligible Assignees all or, except as otherwise provided in subsection (b) below,
a portion of its rights and obligations under this Agreement in accordance with
the provisions of this Section 15.1.

                  (b) Limitations on Assignments. For so long as no Event of
Default has occurred and is continuing, each assignment shall be subject to the
following conditions: (i) each assignment shall be of a constant, and not a
varying, ratable percentage of all of the assigning Lender's rights and
obligations under this Agreement and, in the case of a partial assignment, shall
be in a minimum principal amount of at least $5,000,000, (ii) each such
assignment shall be to an Eligible Assignee approved by the Administrative Agent
and, so long as no Event of Default shall have occurred and be continuing
hereunder, by the Borrower (which approval shall not be unreasonably withheld,
conditioned or delayed by the Administrative Agent or the Borrower), (iii) the
parties to each such assignment shall execute and deliver to the Administrative
Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, and (iv) each Lender shall, unless assigning all of its Loans,
maintain minimum outstanding Loans of at least $5,000,000 and provided however
that, following the occurrence and during the continuation of an Event of
Default hereunder, none of the foregoing restrictions on assignments shall
apply, and, notwithstanding any subsequent cure or elimination of such Event of
Default, neither the assignee nor the assignor in any assignment made during the
continuance of such Event of Default shall thereafter be required to cause such
assignment or any condition or state of affairs resulting therefrom to satisfy
the foregoing requirements. Upon such execution, delivery, acceptance and
recording in the Register, from and after the effective date specified in each
Assignment and Acceptance and agreed to by the Administrative Agent, (A) the
assignee thereunder shall, in addition to any rights and obligations hereunder
held by it immediately prior to such effective date, if any, have the rights and
obligations hereunder that have been assigned to it pursuant to such Assignment
and Acceptance and shall, to the fullest extent permitted by law, have the same
rights and benefits hereunder as if it were an original Lender hereunder, (B)
the assigning Lender shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of such assigning Lender's rights and obligations under this Agreement, the
assigning Lender shall cease to be a party hereto) and (C) the Borrower shall
execute and deliver to the assignee thereunder a Note




                                       76
<PAGE>

evidencing its obligations to such assignee with respect to the Loans upon the
cancellation or amendment of the original thereby being replaced.

                  (c) The Register. The Administrative Agent shall maintain at
its address referred to in Section 15.8 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register (the "Register") for the
recordation of the names and addresses of the Lenders, the Commitment of, and
the principal amount of the Loans owing to, each Lender from time to time and
whether such Lender is an original Lender or the assignee of another Lender
pursuant to an Assignment and Acceptance. The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the Borrower
and each of its Subsidiaries, the Guarantor, the Administrative Agent and the
other Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

                  (d) Fee. Upon its receipt of an Assignment and Acceptance
executed by the assigning Lender and an Eligible Assignee and a processing and
recordation fee of $3,500 (payable by the assignee to the Administrative Agent),
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in compliance with this Agreement and in substantially the form
of Exhibit A hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower and the other Lenders; provided, however that no such
processing and recordation fee shall be payable in connection with an assignment
to an Affiliate of a Lender.

                  (e) Participations. Each Lender may sell participations to one
or more other financial institutions in or to all or a portion of its rights and
obligations under and in respect of any and all facilities under this Agreement
(including, without limitation, all or a portion of any or all of the Loans
owing to it); provided, however, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, (iv) each participation
shall be in a minimum amount of $5,000,000, and (v) such participant's rights to
agree or to restrict such Lender's ability to agree to the modification, waiver
or release of any of the terms of the Loan Documents, to consent to any action
or failure to act by any party to any of the Loan Documents or any of their
respective Affiliates, or to exercise or refrain from exercising any powers or
rights which any Lender may have under or in respect of the Loan Documents,
shall be limited to the right to consent to (A) increase in the Commitment of
the Lender from whom such participant purchased a participation, (B) reduction
of the principal of, or rate or amount of interest on the Loans subject to such
participation (other than by the payment or prepayment thereof), (C)
postponement of any date fixed for any payment of principal of, or interest on,
the Loan(s) subject to such participation and (D) release of any guarantor of
the Obligations.

                  (f) Certain Transfers. Notwithstanding the foregoing or
anything to the contrary contained herein (other than Section 15.1(b)(i) and
Section 15.1(b)(iv), to which any




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transaction described in this Section 15.1(f) shall be subject) any of the
Lenders may, from time to time in its sole discretion, without the consent of
the Borrower or the Administrative Agent and without the payment of any fee,
assign, pledge, convey, sell participations or otherwise sell or transfer, in
one or more transactions and in whole or in part, any of its Loans, Commitment,
rights to payment of principal, interest or fee and other rights or interests
created or existing under this Agreement (including any rights to any related
collateral), to any Affiliate or branch of such Lender, or to any trust or
special purpose funding vehicle, whether or not such Lender maintains any
interest in such trust or special funding vehicle; provided, however, that no
such assignment, pledge, conveyance, sale of participations or other sale or
transfer shall cause the Borrower or any other party hereto to incur any greater
expense or liability than the Borrower or such other party hereto would have
incurred had no such assignment, pledge, conveyance, sale of participations or
other sale or transfer occurred.

                  (g) Information Regarding the Borrower. Any Lender may, in
connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 15.1, disclose to the assignee or
participant or proposed assignee or participant, any information relating to the
Borrower or its Subsidiaries furnished to such Lender by the Administrative
Agent or by or on behalf of the Borrower; provided, that, prior to any such
disclosure, such assignee or participant, or proposed assignee or participant,
shall agree, in writing, to preserve in accordance with Section 15.20 the
confidentiality of any confidential information described therein.

                  (h) Payment to Participants. Anything in this Agreement to the
contrary notwithstanding, in the case of any participation, all amounts payable
by the Borrower under the Loan Documents shall be calculated and made in the
manner and to the parties required hereby as if no such participation had been
sold.

                  (i) Lenders' Creation of Security Interests. Notwithstanding
any other provision set forth in this Agreement, any Lender may at any time
create a security interest in all or any portion of its rights under this
Agreement (including, without limitation, Obligations owing to it and any Note
held by it) in favor of any Federal Reserve bank in accordance with Regulation A
of the Federal Reserve Board.

         15.2 Expenses.

                  (a) Generally. The Borrower agrees upon demand to pay, or
reimburse the each of the Co-Arrangers for all of their respective reasonable
external audit and investigation expenses and for the reasonable fees, expenses
and disbursements of their respective legal counsel and for all other reasonable
out-of-pocket costs and expenses of every type and nature incurred by the
Co-Arrangers, or any of them, in connection with (i) the audit and investigation
of the Consolidated Businesses, the Real Properties and other Properties of the
Consolidated Businesses in connection with the preparation, negotiation, and
execution of the Loan Documents; (ii) the preparation, negotiation, execution,
syndication and interpretation of this Agreement (including, without limitation,
the satisfaction or attempted satisfaction of any of the conditions set forth in
Article VI), the Loan Documents, and the making of the Loans hereunder; (iii)
the ongoing administration of this Agreement and the Loans, including, without
limitation,


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consultation with attorneys in connection therewith and with respect to the
Administrative Agent's rights and responsibilities under this Agreement and the
other Loan Documents, but excluding any allocation of overhead; (iv) the
protection, collection or enforcement of any of the Obligations or the
enforcement of any of the Loan Documents; (v) the commencement, defense or
intervention in any court proceeding relating in any way to the Obligations, the
Borrower, this Agreement or any of the other Loan Documents; (vi) the response
to, and preparation for, any subpoena or request for document production with
which any of the Co-Arrangers or any other Lender is served or deposition or
other proceeding in which any Lender is called to testify, in each case,
relating in any way to the Obligations, a Real Property, the Borrower, any of
the Consolidated Businesses, this Agreement or any of the other Loan Documents;
and (vii) any amendments, consents, waivers, assignments, restatements, or
supplements to any of the Loan Documents and the preparation, negotiation, and
execution of the same. Notwithstanding anything to the contrary contained
herein, the Borrower shall not be required to pay the fees, expenses or
disbursements of more than one law firm acting as counsel for the Co-Arrangers
or any of them.

                  (b) After Default. The Borrower further agrees to pay or
reimburse each of the Co-Arrangers and each of the Lenders upon demand for all
out-of-pocket costs and expenses, including, without limitation, reasonable
attorneys' fees (including allocated costs of internal counsel and costs of
settlement) incurred by such entity after the occurrence of an Event of Default
(i) in enforcing any Loan Document or Obligation or any security therefor or
exercising or enforcing any other right or remedy available by reason of such
Event of Default; (ii) in connection with any refinancing or restructuring of
the credit arrangements provided under this Agreement in the nature of a
"workout" or in any insolvency or bankruptcy proceeding; (iii) in commencing,
defending or intervening in any litigation or in filing a petition, complaint,
answer, motion or other pleadings in any legal proceeding relating to the
Obligations, a Real Property, any of the Consolidated Businesses and related to
or arising out of the transactions contemplated hereby or by any of the other
Loan Documents; and (iv) in taking any other action in or with respect to any
suit or proceeding (bankruptcy or otherwise) described in clauses (i) through
(iii) above.

         15.3 Indemnity. The Borrower further agrees (a) to defend, protect,
indemnify, and hold harmless each of the Co-Arrangers and each and all of the
other Lenders and each of their respective officers, directors, employees,
attorneys and agents (including, without limitation, those retained in
connection with the satisfaction or attempted satisfaction of any of the
conditions set forth in Article VI) (collectively, the "Indemnitees") from and
against any and all liabilities, obligations, losses (other than loss of
profits), damages, penalties, actions, judgments, suits, claims, costs,
reasonable expenses and disbursements of any kind or nature whatsoever
(excluding any taxes and including, without limitation, the reasonable fees and
disbursements of counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceeding, whether or not such
Indemnitees shall be designated a party thereto), imposed on, incurred by, or
asserted against such Indemnitees in any manner relating to or arising out of
this Agreement or the other Loan Documents, or any act, event or transaction
related or attendant thereto, the making of the Loans hereunder, the management
of such Loans, the use or intended use of the proceeds of the Loans hereunder,
or any of the other transactions contemplated by the



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Loan Documents (collectively, the "Indemnified Matters"); provided, however, the
Borrower shall have no obligation to an Indemnitee hereunder with respect to
Indemnified Matters caused by or resulting from the willful misconduct or gross
negligence of such Indemnitee, as determined by a court of competent
jurisdiction in a nonappealable final judgment; and (b) not to assert any claim
against any of the Indemnitees, on any theory of liability, for consequential or
punitive damages arising out of, or in any way in connection with, the
Commitments, the Obligations, or the other matters governed by this Agreement
and the other Loan Documents. To the extent that the undertaking to indemnify,
pay and hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower shall
contribute the maximum portion which it is permitted to pay and satisfy under
applicable law, to the payment and satisfaction of all Indemnified Matters
incurred by the Indemnitees.

         15.4 Change in Accounting Principles. If any change in the accounting
principles used in the preparation of the most recent financial statements
referred to in Sections 8.1 or 8.2 are hereafter required or permitted by the
rules, regulations, pronouncements and opinions of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants (or
successors thereto or agencies with similar functions) and are adopted by the
Loan Party, as applicable, with the agreement of its independent certified
public accountants and such changes result in a change in the method of
calculation of any of the covenants, standards or terms found in Article X, the
parties hereto agree to enter into negotiations in order to amend such
provisions so as to equitably reflect such changes with the desired result that
the criteria for evaluating compliance with such covenants, standards and terms
by the Borrower shall be the same after such changes as if such changes had not
been made; provided, however, that no change in GAAP that would affect the
method of calculation of any of the covenants, standards or terms shall be given
effect in such calculations until such provisions are amended, in a manner
satisfactory to the Administrative Agent and the Borrower, to so reflect such
change in accounting principles.

         15.5 Setoff. In addition to any rights now or hereafter granted under
applicable law, upon the occurrence and during the continuance of any Event of
Default, each Lender is hereby authorized by the Borrower at any time or from
time to time, without notice to any Person (any such notice being hereby
expressly waived) to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured (but not
including trust accounts)) and any other Indebtedness at any time held or owing
by such Lender to or for the credit or the account of the Borrower against and
on account of the Obligations of the Borrower then due to such Lender,
including, but not limited to, all Loans and all claims of any nature or
description arising out of or in connection with this Agreement, irrespective of
whether or not (i) such Lender shall have made any demand hereunder or (ii) the
Administrative Agent, at the request or with the consent of the Requisite
Lenders, shall have declared the principal of and interest on the Loans and
other amounts due hereunder to be due and payable as permitted by Article XI and
even though such Obligations may be contingent or unmatured. Each Lender agrees
that it shall not, without the express consent of the Requisite Lenders, and
that it shall, to the extent it is lawfully entitled to do so, upon the request
of the Requisite Lenders, exercise its setoff rights hereunder against any
accounts of the Borrower now or hereafter maintained with such Lender.



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         15.6 Ratable Sharing. The Lenders agree among themselves that (i) with
respect to all amounts received by them which are applicable to the payment of
the Obligations (excluding the fees described in Section 5.2(f) and Article
XIII) equitable adjustment will be made so that, in effect, all such amounts
will be shared among them ratably in accordance with their Pro Rata Shares,
whether received by voluntary payment, by the exercise of the right of setoff or
banker's lien, by counterclaim or crossaction or by the enforcement of any or
all of the Obligations (excluding the amounts described in Section 5.2(f) and
Article XIII), (ii) if any of them shall by voluntary payment or by the exercise
of any right of counterclaim, setoff, banker's lien or otherwise, receive
payment of a proportion of the aggregate amount of the Obligations held by it,
which is greater than the amount which such Lender is entitled to receive
hereunder, the Lender receiving such excess payment shall purchase, without
recourse or warranty, an undivided interest and participation (which it shall be
deemed to have done simultaneously upon the receipt of such payment) in such
Obligations owed to the others so that all such recoveries with respect to such
Obligations shall be applied ratably in accordance with their Pro Rata Shares;
provided, however, that if all or part of such excess payment received by the
purchasing party is thereafter recovered from it, those purchases shall be
rescinded and the purchase prices paid for such participations shall be returned
to such party to the extent necessary to adjust for such recovery, but without
interest except to the extent the purchasing party is required to pay interest
in connection with such recovery. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 15.6
may, to the fullest extent permitted by law, exercise all its rights of payment
(including, subject to Section 15.5, the right of setoff) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

         15.7 Amendments and Waivers.

                  (a) General Provisions. Unless otherwise provided for or
required in this Agreement, no amendment or modification of any provision of
this Agreement or any of the other Loan Documents shall be effective without the
written agreement of the Requisite Lenders (which the Requisite Lenders shall
have the right to grant or withhold in their sole discretion) and the Borrower;
provided, however, that the Borrower's agreement shall not be required for any
amendment or modification of Article XII (other than any portions thereof on
which the Borrower is entitled to rely or which the Borrower is entitled to
enforce). No termination or waiver of any provision of this Agreement or any of
the other Loan Documents, or consent to any departure by the Borrower therefrom,
other than those specifically reserved to the Administrative Agent or the other
Lenders, shall be effective without the written concurrence of the Requisite
Lenders, which the Requisite Lenders shall have the right to grant or withhold
in their sole discretion. All amendments, waivers and consents not specifically
reserved to the Administrative Agent or the other Lenders in Section 15.7(b),
15.7(c), and in other provisions of this Agreement shall require only the
approval of the Requisite Lenders. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given. No
notice to or demand on the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances.

                  (b) Amendments, Consents and Waivers by Affected Lenders. Any
amendment, modification, termination, waiver or consent with respect to any of
the following



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<PAGE>

provisions of this Agreement shall be effective only by a written agreement,
signed by each Lender affected thereby as described below:

                           (i) waiver of any of the conditions specified in
Sections 6.1 and 6.2 (except with respect to a condition based upon another
provision of this Agreement, the waiver of which requires the concurrence of
only the Requisite Lenders),

                           (ii) increase in the amount of such Lender's
Commitment,

                           (iii) reduction of the principal of, rate or amount
of interest on the Loans or any fees or other amounts payable to such Lender
(other than by the payment or prepayment thereof), and

                           (iv) postponement or extension of any date (other
than the Termination Date postponement or extension of which is governed by
Section 15.7(c)(i)) fixed for any payment of principal of, or interest on, the
Loans or any fees or other amounts payable to such Lender (except with respect
to any modifications of the applicable provisions relating to prepayments of
Loans and other Obligations which are governed by Section 4.2(b)).

                  (c) Amendments, Consents and Waivers by All Lenders. Any
amendment, modification, termination, waiver or consent with respect to any of
the following provisions of this Agreement shall be effective only by a written
agreement, signed by each Lender:

                           (i) postponement or extension of the Termination
Date,

                           (ii) increase in the amount of the Facility to any
amount in excess of $350,000,000,

                           (iii) change in the definition of Requisite Lenders
or in the aggregate Pro Rata Share of the Lenders which shall be required for
the Lenders or any of them to take action hereunder or under the other Loan
Documents,

                           (iv) amendment of Section 15.6 or this Section 15.7,

                           (v) assignment of any right or interest in or under
this Agreement or any of the other Loan Documents by the Borrower,

                           (vi) any release of the Guarantor under the Guaranty
prior to the satisfaction in full of the Obligations, and

                           (vii) waiver of any Event of Default described in
Section 11.1(a).

                  (d) Agent Authority. The Administrative Agent may, but shall
have no obligation to, with the written concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of that Lender.
Notwithstanding anything to the contrary contained in this Section 15.7, no
amendment, modification, waiver or consent shall affect the rights or duties of
the Administrative Agent as Administrative Agent under this Agreement and the
other



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Loan Documents, unless made in writing and signed by the Administrative Agent in
addition to the Lenders required above to take such action. Notwithstanding
anything herein to the contrary, in the event that the Borrower shall have
requested, in writing, that any Lender agree to an amendment, modification,
waiver or consent with respect to any particular provision or provisions of this
Agreement or the other Loan Documents, and such Lender shall have failed to
state, in writing, that it either agrees or disagrees (in full or in part) with
all such requests (in the case of its statement of agreement, subject to
satisfactory documentation and such other reasonable conditions it may specify)
within thirty (30) days after such request, then such Lender hereby irrevocably
authorizes the Administrative Agent to agree or disagree, in full or in part,
and in the Administrative Agent's sole discretion, to such requests on behalf of
such Lender as such Lender's attorney-in-fact and to execute and deliver any
writing approved by the Administrative Agent which evidences such agreement as
such Lender's duly authorized agent for such purposes.

         15.8 Notices. Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given shall be in
writing and may be personally served, sent by facsimile transmission or by
courier service or United States certified mail and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of a
facsimile transmission, or four (4) Business Days after deposit in the United
States mail with postage prepaid and properly addressed. Notices to the
Administrative Agent pursuant to Articles II, IV or XII shall not be effective
until received by the Administrative Agent. For the purposes hereof, the
addresses of the parties hereto (until notice of a change thereof is delivered
as provided in this Section 15.8) shall be as set forth below each party's name
on the signature pages hereof or the signature page of any applicable Assignment
and Acceptance, or, as to each party, at such other address as may be designated
by such party in a written notice to all of the other parties to this Agreement.

         15.9 Survival of Warranties and Agreements. All representations and
warranties made herein and all obligations of the Borrower in respect of taxes,
indemnification and expense reimbursement shall survive the execution and
delivery of this Agreement and the other Loan Documents, the making and
repayment of the Loans and the termination of this Agreement and, except as
otherwise expressly provided in Section 6.2(a) hereof, shall not be limited in
any way by the passage of time or occurrence of any event and shall expressly
cover time periods when the Administrative Agent or any of the other Lenders may
have come into possession or control of any Property of the Borrower or any of
its Subsidiaries. Notwithstanding the foregoing, however, such representations,
warranties and obligations shall terminate and be of no further force and effect
two years after payment in full of the Loans.

         15.10 Failure or Indulgence Not Waiver; Remedies Cumulative. Subject to
the terms of Section 15.7(d) of this Agreement, no failure or delay on the part
of the Administrative Agent or any other Lender in the exercise of any power,
right or privilege under any of the Loan Documents shall impair such power,
right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege. All rights and remedies existing under the Loan Documents
are cumulative to and not exclusive of any rights or remedies otherwise
available.



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<PAGE>

         15.11 Marshalling: Payments Set Aside. Neither the Administrative Agent
nor any other Lender shall be under any obligation to marshal any assets in
favor of the Borrower or any other party or against or in payment of any or all
of the Obligations. To the extent that the Borrower makes a payment or payments
to the Administrative Agent or any other Lender or any such Person exercises its
rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to a
trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all right
and remedies therefor, shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not
occurred.

         15.12 Severability. In case any provision in or obligation under this
Agreement or the other Loan Documents shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

         15.13 Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement or be given any substantive effect.

         15.14 Governing Law. THIS AGREEMENT SHALL BE INTERPRETED, AND THE
RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CONFLICT OF LAWS
PRINCIPLES.

         15.15 Limitation of Liability. No claim may be made by any Lender, any
of the Co-Arrangers or any other Person against any Lender (acting in any
capacity hereunder) or the Affiliates, directors, officers, employees, attorneys
or agents of any of them for any consequential or punitive damages in respect of
any claim for breach of contract or any other theory of liability arising out of
or related to the transactions contemplated by this Agreement, or any act,
omission or event occurring in connection therewith; and each Lender and the
Administrative Agent hereby waives, releases and agrees not to sue upon any such
claim for any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor. In addition, no claim may be made by any
Lender, the Administrative Agent or any other Person against any directors,
officers or trustees of the Borrower or the Guarantor.

         15.16 Successors and Assigns. This Agreement and the other Loan
Documents shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
their successors and permitted assigns.

         15.17 Certain Consents and Waivers.

                  (a) Personal Jurisdiction.

                           (i) EACH OF THE LENDERS AND THE BORROWER IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS



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PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY ILLINOIS STATE COURT OR
FEDERAL COURT SITTING IN CHICAGO, ILLINOIS AND ANY COURT HAVING JURISDICTION
OVER APPEALS OF MATTERS HEARD IN SUCH COURTS, IN ANY ACTION OR PROCEEDING
ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN
CONTRACT, TORT, EQUITY OR OTHERWISE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH
FEDERAL COURT. THE BORROWER (IN SUCH CAPACITY, THE "PROCESS AGENT") AGREES TO
ACCEPT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT, SUCH
SERVICE BEING HEREBY ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT. EACH OF THE LENDERS AND THE BORROWER AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
EACH OF THE LENDERS (AS TO COURTS IN ILLINOIS ONLY) AND THE BORROWER WAIVES IN
ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE.

                           (ii) THE BORROWER AGREES THAT THE ADMINISTRATIVE
AGENT SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A
COURT IN ANY LOCATION NECESSARY OR APPROPRIATE TO ENABLE THE ADMINISTRATIVE
AGENT AND THE OTHER LENDERS TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED
IN FAVOR OF THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER IN ANY PROCEEDING
DESCRIBED IN SUBSECTION (i) ABOVE. THE BORROWER AGREES THAT IT WILL NOT ASSERT
ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE ADMINISTRATIVE
AGENT OR ANY LENDER TO ENFORCE SUCH A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
THE ADMINISTRATIVE AGENT OR ANY LENDER. THE BORROWER WAIVES ANY OBJECTION THAT
IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY COMMENCE A PROCEEDING DESCRIBED IN THIS SUBSECTION (ii).

                  (b) Service of Process. EACH OF THE LENDERS (WITH RESPECT TO
ILLINOIS ONLY) AND THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE PROCESS AGENT (FOR BORROWER) OR THE BORROWER'S NOTICE ADDRESS SPECIFIED
BELOW, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. EACH OF THE LENDERS (WITH
RESPECT TO ILLINOIS ONLY) AND THE BORROWER IRREVOCABLY WAIVES ANY



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OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE OTHER
LENDERS OR THE BORROWER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS
OF ANY OTHER JURISDICTION.

                  (c) Waiver of Jury Trial. EACH OF THE ADMINISTRATIVE AGENT AND
THE OTHER LENDERS AND THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

         15.18 Counterparts; Effectiveness; Inconsistencies. This Agreement and
any amendments, waivers, consents, or supplements hereto may be executed in
counterparts, each of which when so executed and delivered (including delivery
via facsimile) shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. This Agreement shall become
effective against the Borrower and each Lender on the Closing Date. This
Agreement and each of the other Loan Documents shall be construed to the extent
reasonable to be consistent one with the other, but to the extent that the terms
and conditions of this Agreement are actually inconsistent with the terms and
conditions of any other Loan Document, this Agreement shall govern. In the event
the Lenders enter into any co-lender agreement with the Administrative Agent
pertaining to the Lenders' respective rights with respect to voting on any
matter referenced in this Agreement or the other Loan Documents on which the
Lenders have a right to vote under the terms of this Agreement or the other Loan
Documents, such co-lender agreement shall be construed to the extent reasonable
to be consistent with this Agreement and the other Loan Documents, but to the
extent that the terms and conditions of such co-lender agreement are actually
inconsistent with the terms and conditions of this Agreement and/or the other
Loan Documents, such co-lender agreement shall govern as among the
Administrative Agent and the Lenders. Notwithstanding the foregoing, any rights
reserved to the Administrative Agent under this Agreement and the other Loan
Documents shall not be varied or in any way affected by such co-lender agreement
and the rights and obligations of the Borrower under the Loan Documents will not
be varied.

         15.19 Limitation on Agreements. All agreements between the Borrower,
the Administrative Agent and each Lender in the Loan Documents are hereby
expressly limited so that in no event shall any of the Loans or other amounts
payable by the Borrower under any of the Loan Documents be directly or
indirectly secured (within the meaning of Regulation U) by Margin Stock.

         15.20 Confidentiality. Subject to Section 15.1(g), the Lenders shall
hold all nonpublic information obtained pursuant to the requirements of this
Agreement, and identified as such by the Borrower or the Guarantor, in
accordance with such Lender's customary procedures for handling confidential
information of this nature and in accordance with safe and sound banking



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<PAGE>

practices (provided that such Lender may share such information with its
Affiliates in accordance with such Lender's customary procedures for handling
confidential information of this nature and provided further that such Affiliate
shall hold such information confidential) and in any event the Lenders may make
disclosure reasonably required by a bona fide offeree, transferee or participant
in connection with the contemplated transfer or participation or as required or
requested by any Governmental Authority or representative thereof or pursuant to
legal process and shall require any such offeree, transferee or participant to
agree (and require any of its offerees, transferees or participants to agree) to
comply with this Section 15.20. In no event shall any Lender be obligated or
required to return any materials furnished by the Borrower; provided, however,
each offeree shall be required to agree that if it does not become a transferee
or participant it shall return all materials furnished to it by the Borrower or
any Lender in connection with this Agreement. Any and all confidentiality
agreements entered into between any Lender and the Borrower shall survive the
execution of this Agreement.

         15.21 Disclaimers. The Administrative Agent and the other Lenders shall
not be liable to any contractor, subcontractor, supplier, laborer, architect,
engineer, tenant or other party for services performed or materials supplied in
connection with any work performed on the Real Properties, including any TI
Work. The Administrative Agent and the other Lenders shall not be liable for any
debts or claims accruing in favor of any such parties against the Borrower or
others or against any of the Real Properties. The Borrower is not and shall not
be an agent of any of the Administrative Agent or the other Lenders for any
purposes and none of the Lenders nor the Administrative Agent shall be deemed
partners or joint venturers with the Borrower or any of their Affiliates as a
result of the consummation of the transactions contemplated by this Agreement.
None of the Administrative Agent or the other Lenders shall be deemed to be in
privity of contract with any contractor or provider of services to any Real
Property, nor shall any payment of funds directly to a contractor or
subcontractor or provider of services be deemed to create any third party
beneficiary status or recognition of same by any of the Administrative Agent or
the other Lenders and the Borrower agrees to hold the Administrative Agent and
the other Lenders harmless from any of the damages and expenses resulting from
such a construction of the relationship of the parties or any assertion thereof
solely to the extent, if any, that the Borrower has requested that the
Administrative Agent or any other Lender deal directly with or make any payments
directly to such a contractor or provider of services.

         15.22 No Third Party Beneficiaries. Nothing contained in this Agreement
or any other Loan Document, whether express or implied, is intended to confer
any rights or remedies under or by reason of this Agreement or such other Loan
Documents on any Persons other than the parties hereto from time to time and, to
the extent specifically provided herein, their respective officers, directors,
shareholders, agents, attorneys, employees, Affiliates, successors and assigns
(including, without limitation, the Indemnitees); nor is anything herein or
therein intended to relieve or discharge the obligation or liability of any
Persons other than those referred to above, or give any Persons other than those
referred to above any right of subrogation or action over or against any party
hereto.

         15.23 Entire Agreement. This Agreement, taken together with all of the
other Loan Documents, embodies the entire agreement and understanding among the
parties hereto and



                                       87
<PAGE>

supersedes all prior agreements and understandings, written and oral, relating
to the subject matter hereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                       88
<PAGE>



IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first
above written.

                                BORROWER:

                                GGPLP L.L.C., a Delaware limited liability
                                company

                                By: GGP Limited Partnership, a Delaware
                                    limited partnership, its managing member

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

                                By: /s/ Bernard Freibaum
                                    --------------------------------------------
                                    Name:  Bernard Freibaum
                                    Title: Executive Vice President




<PAGE>


Commitment

$100,000,000                    DRESDNER BANK AG, NEW YORK BRANCH

                                By: /s/ Maureen Slentz
                                    -------------------------------------------
                                    Name:  Maureen Slentz
                                    Title: Director


                                By: /s/ Ryan Huddlestun
                                    -------------------------------------------
                                    Name:  Ryan Huddlestun
                                    Title: Vice President

Address for Notices:

Dresdner Bank, AG
190 South LaSalle Street - Suite 2700
Chicago, IL 60603

Attention:        Maureen Slentz
Telephone:        (312) 444-1316
Facsimile:        (312) 444-1301
E-mail:           maureen.slentz@drkw.com




<PAGE>


Commitment

$75,000,000                       BANK OF AMERICA, N.A.

                                  By: /s/ Michael W. Edwards
                                      -----------------------------------------
                                      Name:  Michael W. Edwards
                                      Title: Managing Director


Address for Funding Notices:

Bank of America, N.A.
IL 1-231-12-12
231 South LaSalle Street
Chicago, IL 60697
Attention:        Thelma Williams
Telephone:        (312) 828-5161
Facsimile:        (312) 828-3950
E-mail:           thelma.l.williams@bankofamerica.com


Address for all other Notices:

Bank of America, N.A.
IL 1-231-12-18
231 South LaSalle Street
Chicago, IL 60697
Attention:        Michael Edwards
Telephone:        (312) 828-5175
Facsimile:        (312) 974-4970
E-mail:           michael.w.edwards@bankofamerica.com




<PAGE>


Commitment

$50,000,000                           U.S. BANK NATIONAL ASSOCIATION

                                      By: /s/ Gregory S. Pearson
                                          -------------------------------------
                                          Name:  Gregory S. Pearson
                                          Title: Vice President


Address for Notices:

U.S. Bank National Association
400 N. Michigan Avenue, 1st Floor
Chicago, IL 60611
Attention:     Gregory S. Pearson
Telephone:     (312) 836-6723
Facsimile:     (312) 836-6702
E-mail:        gregory.pearson1@usbank.com



<PAGE>


Commitment

$50,000,000                             BANK ONE, N.A.

                                        By: /s/ Timothy J. Carew
                                            -----------------------------------
                                            Name:  Timothy J. Carew
                                            Title: Director, Capital Markets


Address for Notices:

Bank One, NA
Corporate Real Estate
Mail Code IL1 -0315
1 Bank One Plaza, 14th Floor
Chicago, IL 60670-0315
Attention:       Timothy J. Carew
Telephone:       (312) 732-5419
Facsimile:       (312) 732-5939
E-mail:          timothy_carew@bankone.com



<PAGE>


Commitment

$50,000,000                             COMMERZBANK AG NEW YORK BRANCH

                                        By: /s/ Douglas Traynor
                                            -----------------------------------
                                            Name:  Douglas Traynor
                                            Title: Senior Vice President



                                        By: /s/ Ralph C. Marra, Jr.
                                            -----------------------------------
                                            Name:  Ralph C. Marra, Jr.
                                            Title: Vice President


Address for Notices:

Commerzbank AG New York Branch
2 World Financial Center
New York, NY 10281-1050
Attention:      Douglas Traynor
Telephone:      (212) 266 -7569
Facsimile:      (212) 266-7565
E-mail:         dtraynor@cbkna.com



<PAGE>


Commitment

$25,000,000                              FLEET NATIONAL BANK

                                         By: /s/ George A. Ojanuga
                                             ----------------------------------
                                             Name:  George A. Ojanuga
                                             Title: Vice President



Address for Notices:

100 Federal Street
Mail Code MA DE 10008 H
Boston, MA 02110
Attention:       George A. Ojanuga
Telephone:       (617) 434-5016
Facsimile:       (617) 434-0645
E-mail:          George_A_Ojanuga@fleet.com





</TEXT>
</DOCUMENT>
