NOTE 12 RELATED PARTY TRANSACTIONS

Transactions with GGP

As described in Note 1 to the consolidated and combined financial statements, the accompanying consolidated and combined financial statements present the operations of RPI Businesses as carved-out from the financial statements of GGP. Transactions between RPI Businesses have been eliminated in the combined presentation. Also as described in Note 1, an allocation of certain centralized GGP costs incurred for activities such as employee benefit programs (including incentive stock plans and stock based compensation expense), property management and asset management functions, centralized treasury, payroll and administrative functions have been made to the general and administrative costs of RPI Businesses. Transactions between the RPI Businesses and GGP or other GGP subsidiaries have not been eliminated except that end-of-period intercompany balances on the Spin-Off Date, December 31, 2011 and 2010 between GGP and RPI Businesses which have been considered elements of RPI Businesses' equity.

Transition Services Agreement with GGP

We have entered into a transition services agreement with GGP whereby GGP or its subsidiaries provide to us, on a transitional basis, certain specified services for various terms not exceeding 18 months following the spin-off. The services that GGP provides to us include, among others, payroll, human resources and employee benefits, financial systems management, treasury and cash management, accounts payable services, telecommunications services, information technology services, asset management services, legal and accounting services and various other corporate services. The charges for the transition services generally are intended to allow GGP to fully recover the costs directly associated with providing the services, plus a level of profit consistent with an arm's length transaction together with all out-of-pocket costs and expenses. The charges of each of the transition services are generally based on an hourly fee arrangement and pass-through out-of-pocket costs. We may terminate certain specified services by giving prior written notice to GGP of any such termination. Costs associated with the transition services agreement were $1.5 million for the year ended December 31, 2012 and approximately $0.05 million of these costs are payable at December 31, 2012.

Insurance Receivable

During 2011, White Mountain Mall had a flood in various parts of the common areas of the mall. As the mall was owned by GGP at the time of the flood GGP filed insurance claims related to this flood. In 2012, GGP and Rouse settled with the insurance company regarding the payment for the damage caused by the flood and GGP received the full insurance settlement. As of December 31, 2012, $2.2 million was due from GGP to Rouse.

Services Agreement with Brookfield

We have entered into a services agreement with Brookfield, pursuant to which Brookfield made certain of its employees available for a period of up to 12 months following the spin-off to serve as our Chief Financial Officer and Vice President of Finance. Costs associated with the services agreement were $0.7 million for the year ended December 31, 2012 and none of these costs are payable at December 31, 2012.

On October 8, 2012, Tim Salvemini, resigned from Brookfield and was then appointed our Chief Accounting Officer. On October 16, 2012, Rael Diamond, our Chief Financial Officer, resigned from Brookfield.

Office Lease with Brookfield

Upon our spin-off from GGP, we assumed a 10-year lease agreement with Brookfield, as landlord, for office space for our corporate office in New York City. Costs associated with the office lease were $1.0 million for the year ended December 31, 2012 and no amounts were payable as of December 31, 2012. In addition, the landlord completed the build out of our office space during 2012 for $1.7 million of which $0.2 million was payable as of December 31, 2012. The costs associated with the build out of our office space were capitalized in buildings and equipment.

We have entered into a 5-year lease agreement with Brookfield, as landlord, for office space for our regional office in Dallas, Texas. The lease commenced in October 2012 with no payments due for the first 12 months. No amounts are payable as of December 31, 2012.

The following table describes our future rental expenses related to the office leases for our New York and Dallas offices:

Year	Amount

	(In thousands)
2013	$	1,102
2014		1,182
2015		1,185
2016		1,188
2017		1,232
Subsequent		4,524

	$	10,413

Subordinated Credit Facility with Brookfield

We entered into a credit agreement with a wholly-owned subsidiary of Brookfield, as lender, for a $100.0 million revolving subordinated credit facility. We paid a one time upfront fee of $0.5 million related to this facility. In addition, we are required to pay a semi-annual revolving credit fee of $0.3 million related to this facility. As of December 31, 2012, no amounts have been drawn on this facility and no amounts are payable related to the upfront fee and revolving credit fee.

Backstop Agreement with Brookfield

In conjunction with the rights offering we entered into a backstop agreement with Brookfield whereby Brookfield agreed to purchase from us, at the rights offering subscription price, unsubscribed shares of our common stock such that the gross proceeds of the rights offering would be $200 million. Substantially all of the shares of the rights offering were acquired by Brookfield. Costs associated with the backstop agreement, which were paid to Brookfield, were $6.0 million during the year ended December 31, 2012, and are included as a reduction in equity through offering costs for the year ended December 31, 2012.

Business Infrastructure Costs

Upon our spin-off from GGP, we commenced the development of our information technology platform. The development of this platform requires us to purchase, design and create various information technology applications and infrastructure. Brookfield Corporate Operations, LLC ("BCO") has been engaged to assist in the project development and procure the various applications and infrastructure of the Company. As of December 31, 2012, we have incurred $5.2 million of infrastructure costs which are capitalized in buildings and equipment, of which $0.6 million were payable as of December 31, 2012.

Financial Service Center

We engaged BCO's financial service center to manage administrative services of Rouse such as accounts payable and receivable, employee expenses, lease administration, and other similar type services. We will utilize the financial services center once we transition onto the BCO information technology platform. Approximately $0.3 million of costs were incurred for the year ended December 31, 2012. All amounts are payable as of December 31, 2012.

Demand Deposit from Brookfield U.S. Holdings

In August 2012, we entered into an agreement with Brookfield U.S. Holdings (U.S. Holdings) to place funds into an interest bearing account which earns interest at LIBOR plus 1.05% per annum. The note receivable is secured by a note from U.S. Holdings and guaranteed by Brookfield Asset Management Inc. This note receivable matures on February 14, 2013 or we may demand the funds earlier by providing U.S. Holdings a three day notice. We earned approximately $0.7 million in interest income for the year ended December 31, 2012. As of December 31, 2012, we have $150.2 million on deposit with Brookfield which is recorded as a Demand deposit from affiliate in the consolidated and combined balance sheets.