Hearing Date and Time: July 28, 2009 at 11:00 a.m. (EST)

ALSTON & BIRD LLPJason H. WatsonGrant T. Stein (

admitted pro hac vice

)One Atlantic Center 1201 West Peachtree StreetAtlanta, Georgia 30309-3424(404) 881-7000

Attorneys for Prudential Insurance Companyof America and its Affiliates and/or Subsidiaries

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------XIn ReChapter 11GENERAL GROWTH PROPERTIES,INC., et al., Case No. 09-11977 (ALG)(Jointly Administered)Debtors.---------------------------------------------------------------X

OBJECTION OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICATO THE DEBTORS’ MOTION PURSUANT TO SECTION 1121(d) OF THEBANKRUPTCY CODE REQUESTING AN EXTENSION OF THE EXCLUSIVEPERIODS FOR THE FILING OF CHAPTER 11 PLANS AND SOLICITATIONOF ACCEPTANCES THERETO

The Prudential Insurance Company of America (“Prudential Insurance”) andPrudential Retirement Insurance and Annuity Company, a Connecticut corporation f/k/aCIGNA Life Insurance Company (“PRIAC”) (hereafter jointly “Prudential”), by itsundersigned counsel, submits this Objection (the “Section 1121 Objection”) to theDebtors’ Motion Pursuant to Section 1121(d) of the Bankruptcy Code RequestingExtension of the Exclusive Periods for the Filing of Chapter 11 Plans and Solicitation of Acceptances Thereto (Docket No. 945) (the “Section 1121 Motion”).

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SUMMARY OF THE ARGUMENT

1. Prudential does not object to an extension of the Debtors’ ExclusivePeriods for a limited period of time that is reasonable given the circumstances in thiscase.

While Prudential recognizes and appreciates the cooperation the Debtors haveexhibited to Prudential reflected by, among other things, the Debtors’ prompt provisionof information to Prudential and their general responsiveness to date, the six monthextension of the exclusivity period the Debtors seek is far too long with respect to thefour single asset real estate debtors that are the only entities that are direct borrowersfrom Prudential. The four separate debtors are (i) Harbor Place Associates LimitedPartnership (Case No. 09-12009), (ii) Harborplace Borrower, LLC (Case No. 09-12162;together with Harbor Place Associates Limited Partnership “Harbor Place”),

(iii) 1160/1180 Town Center Drive LLC (Case No. 09-12043; “1160/1180”), and (iv)GGP-Grandville II, LLC (Case No. 09-11972; “Rivertown Crossing”).

Harbor Place,

Capitalized terms not otherwise defined herein have the meaning assigned to themin the Section 1121 Motion.

On or about September 11, 2007, Prudential Insurance made a $50,000,000.00loan (the “Harborplace Loan”) to Harborplace Borrower, LLC, a Delaware limitedliability company (“Harborplace Borrower”), secured by real and personal propertyknown as Harborplace in Baltimore, Maryland (the “Harborplace Collateral”).Harborplace Borrower is a debtor in these chapter 11 cases.The Harborplace Loan is evidenced by a Promissory Note (the “Harborplace Note”) in the original principal amount of $50,000,000.00, made by HarborplaceBorrower in favor of Prudential Insurance.The Harborplace Loan was guaranteed by Harbor Place Associates LimitedPartnership, a Maryland limited partnership (“Harborplace Owner”), the owner of theCollateral, in what is called an “IDOT” structure typical of Maryland mortgage loans.Harborplace Borrower is a wholly owned subsidiary of Harborplace Owner. HarborplaceOwner is a debtor in these chapter 11 cases.

Rivertown Crossing is a $17 million mezzanine loan secured by the equityinterests in GGP-Grandville, LLC. It is Prudential’s current understanding that there isno other debt owed by GGP-Grandville, LLC. and it is solvent, with the mezzanine loan being oversecured. Despite this simple debt structure, GGP-Grandville, LLC. and

- 3 -1160/1180, and Rivertown Crossing do not have complex debt structures, and the factsand law pertaining to each of the four single asset real estate debtors are simple. Thealleged complexity and reason for delay the Debtors assert is that there are many singleasset real estate cases. Resolution of these four cases should involve only (a) establishingan appropriately modest extension of the loan maturities and (b) agreeing on new marketrates of interest for the loans (assuming that any of them will not be cured and reinstatedunder section 1124 of the Bankruptcy Code), unless the Debtors are inappropriatelyacting to further the interests of affiliates that are not Prudential’s borrowers. Anylenders that can agree with their debtor(s) will rapidly be able to move to confirmation of a plan in the case of each of their individual debtors, and any lender that cannot agreewith their debtor(s) can have these issues readily resolved in evidentiary hearings. Onthis basis Prudential believes that no more than 45 days are actually necessary to fullynegotiate and implement a settlement for Prudential with respect to its four debtors.Prudential is ready and willing to proceed on such a timeline having already begun adialogue with respect to these issues for its four debtors. Although Prudential believesthat less time should be needed and that in these cases no extension is really necessary,Prudential does not object to any extension of up to 60 days in order to ensure enoughtime is available for negotiation and settlement and to account for any unforeseencircumstances.2. If a resolution of the open issues in these simple single asset real estatecases are not achieved with respect to Prudential’s four debtors within this time period,Prudential anticipates that it will request that the Court terminate the Exclusive PeriodsRivertown Crossing have both requested multiple extensions of their deadlines to filetheir schedules and statement of financial affairs.