form8k110107ex41.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECOND
      AMENDED AND
      RESTATED

    SECURED
      REVOLVING
      CREDIT AGREEMENT

    


    dated
      as of
      November 1, 2007

    


    among

    


    DOLPHIN
      MALL
      ASSOCIATES LLC,

    FAIRLANE
      TOWN
      CENTER LLC and

    TWELVE
      OAKS MALL,
      LLC

    as
      Borrowers,

    


    THE
      LENDERS
      SIGNATORY HERETO, each as a Bank,

    


    


    EUROHYPO
      AG, NEW
      YORK BRANCH,

    as
      Administrative
      Agent and Lead Arranger,

    


    COMERICA
      BANK,

    as
      Co-Syndication
      Agent,

    


    PNC
      BANK, NATIONAL
      ASSOCIATION,

    as
      Co-Syndication
      Agent

    


    PB
      (USA) REALTY
      CORPORATION,

    as
      Co-Documentation
      Agent,

    


    JPMORGAN
      CHASE
      BANK, N.A.,

    as
      Co-Documentation
      Agent,

    


    and

    


    CALYON
      NEW YORK
      BRANCH,

    as
      Co-Documentation
      Agent


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      TABLE
        OF
        CONTENTS

       

      Page

       

      
        	
                ARTICLE
                  I

              	
                DEFINITIONS;
                  ETC.

              	
                 

              	
                 2

              


      

      
      

      


      
        	
                 

              	
                SECTION
                  1.01

              	
                Definitions. 

              	
                 2

              


      

      
        	
                 

              	
                SECTION
                  1.02

              	
                Accounting
                  Terms. 

              	
                17

              


      

      
        	
                 

              	
                SECTION
                  1.03

              	
                Computation
                  of Time Periods. 

              	
                17

              


      

      
        	
                 

              	
                SECTION
                  1.04

              	
                Rules
                  of
                  Construction. 

              	
                17

              


      

       

      
        	
                ARTICLE
                  II

              	
                LOANS

              	
                 

              	
                
                  18

                

              


      

       

      
        	
                 

              	
                SECTION
                  2.01

              	
                The
                  Loans. 

              	
                18

              


      

      
        	
                 

              	
                SECTION
                  2.02

              	
                Purpose. 

              	
                19

              


      

      
        	
                 

              	
                SECTION
                  2.03

              	
                Advances,
                  Generally. 

              	
                19

              


      

      
        	
                 

              	
                SECTION
                  2.04

              	
                Procedures
                  for Advances. 

              	
                19

              


      

      
        	
                 

              	
                SECTION
                  2.05

              	
                Additional
                  Conditions to Advances. 

              	
                20

              


      

      
        	
                 

              	
                SECTION
                  2.06

              	
                Interest
                  Periods; Renewals. 

              	
                20

              


      

      
        	
                 

              	
                SECTION
                  2.07

              	
                Interest. 

              	
                21

              


      

      
        	
                 

              	
                SECTION
                  2.08

              	
                Fees. 

              	
                21

              


      

      
        	
                 

              	
                SECTION
                  2.09

              	
                Notes. 

              	
                21

              


      

      
        	
                 

              	
                SECTION
                  2.10

              	
                Prepayments. 

              	
                22

              


      

      
        	
                 

              	
                SECTION
                  2.11

              	
                Termination
                  of Commitments. 

              	
                22

              


      

      
        	
                 

              	
                SECTION
                  2.12

              	
                Method
                  of
                  Payment. 

              	
                22

              


      

      
        	
                 

              	
                SECTION
                  2.13

              	
                Elections,
                  Conversions or Continuation of Loans. 

              	
                23

              


      

      
        	
                 

              	
                SECTION
                  2.14

              	
                Minimum
                  Amounts. 

              	
                23

              


      

      
        	
                 

              	
                SECTION
                  2.15

              	
                Certain
                  Notices Regarding Elections, Conversions and Continuations of
                  Loans. 

              	
                23

              


      

      
        	
                 

              	
                SECTION
                  2.16

              	
                Late
                  Payment
                  Premium. 

              	
                24

              


      

      
        	
                 

              	
                SECTION
                  2.17

              	
                Letters
                  of
                  Credit. 

              	
                24

              


      

      
        	
                 

              	
                SECTION
                  2.18

              	
                Extension
                  Of
                  Maturity. 

              	
                25

              


      

      
        	
                 

              	
                SECTION
                  2.19

              	
                Additional
                  Loan Commitments. 

              	
                26

              


      

       

      
        	
                ARTICLE
                  III

              	
                YIELD
                  PROTECTION; ILLEGALITY; ETC.

              	
                 

              	
                
                  27

                

              


      

       

      
        	
                 

              	
                SECTION
                  3.01

              	
                Additional
                  Costs. 

              	
                27

              


      

      
        	
                 

              	
                SECTION
                  3.02

              	
                Limitation
                  on
                  Types of Loans. 

              	
                29

              


      

      
        	
                 

              	
                SECTION
                  3.03

              	
                Illegality. 

              	
                29

              


      

      
        	
                 

              	
                SECTION
                  3.04

              	
                Treatment
                  of
                  Affected Loans. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  3.05

              	
                Certain
                  Compensation. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  3.06

              	
                Capital
                  Adequacy. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  3.07

              	
                Replacement
                  of Banks. 

              	
                30

              


      

       

      
        
          	
                  ARTICLE
                    IV

                	
                  CONDITIONS
                    PRECEDENT

                	
                   

                	
                  
                    30

                  

                


        

         

      

      
        	
                 

              	
                SECTION
                  4.01

              	
                Conditions
                  Precedent to the Initial Advance. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  4.02

              	
                Conditions
                  Precedent to Advances After the Initial Advance. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  4.03

              	
                Deemed
                  Representations. 

              	
                30

              


      

      
         

        
          	
                  ARTICLE
                    V

                	
                  REPRESENTATIONS
                    AND WARRANTIES

                	
                   

                	
                  
                    30

                  

                


        

         

      

      
        	
                 

              	
                SECTION
                  5.01

              	
                Due
                  Organization. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.02

              	
                Power
                  and
                  Authority; No Conflicts; Compliance With Laws. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.03

              	
                Legally
                  Enforceable Agreements. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.04

              	
                Litigation. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.05

              	
                Good
                  Title to
                  Properties. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.06

              	
                Taxes. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.07

              	
                ERISA. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.08

              	
                No
                  Default on
                  Outstanding Judgments or Orders. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.09

              	
                No
                  Defaults
                  on Other Agreements. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.10

              	
                Government
                  Regulation. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.11

              	
                Environmental
                  Protection. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.12

              	
                Solvency. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.13

              	
                Financial
                  Statements. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.14

              	
                Valid
                  Existence of Material Affiliates. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.15

              	
                Insurance. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.16

              	
                Separate
                  Tax
                  and Zoning Lot. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.17

              	
                Zoning
                  and
                  other Laws; Covenants and Restrictions. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.18

              	
                Utilities
                  Available. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.19

              	
                Roads. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.20

              	
                Premises
                  Documents and Leases. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.21

              	
                Accuracy
                  of
                  Information; Full Disclosure. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.22

              	
                Money
                  Laundering. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  5.23

              	
                Ownership. 

              	
                30

              


      

       

      
        
          	
                  ARTICLE
                    VI

                	
                  
                    AFFIRMATIVE
                      COVENANTS

                  

                	
                   

                	
                  
                    30

                  

                


        

         

      

      
        	
                 

              	
                SECTION
                  6.01

              	
                Maintenance
                  of Existence. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.02

              	
                Maintenance
                  of Records. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.03

              	
                Maintenance
                  of Insurance. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.04

              	
                Compliance
                  with Laws; Payment of Taxes. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.05

              	
                Right
                  of
                  Inspection. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.06

              	
                Compliance
                  With Environmental Laws. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.07

              	
                Payment
                  of
                  Costs. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.08

              	
                Maintenance
                  of Properties. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.09

              	
                Reporting
                  and
                  Miscellaneous Document Requirements. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.10

              	
                Premises
                  Documents; Leases. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.11

              	
                Compliance
                  with Covenants, Restrictions and Easements. 

              	
                30

              


      

      
      

      
        	
                 

              	
                SECTION
                  6.12

              	
                Management,
                  Leasing and Service Contracts.

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.13

              	
                Correction
                  of
                  Defects; Remediation. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  6.14

              	
                Estoppel
                  Certificates. 

              	
                30

              


      

       

      
        
          	
                  ARTICLE
                    VII

                	
                  
                    NEGATIVE
                      COVENANTS

                  

                	
                   

                	
                  
                    30

                  

                


        

      

      


      
        	
                 

              	
                SECTION
                  7.01

              	
                Mergers
                  Etc. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  7.02

              	
                Investments. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  7.03

              	
                Sale
                  of
                  Assets. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  7.04

              	
                Interest
                  Rate
                  Hedging. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  7.05

              	
                Control
                  of
                  Borrower. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  7.06

              	
                Certain
                  Restrictions on Activities of TCI. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  7.07

              	
                Indebtedness. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  7.08

              	
                No
                  Transfers
                  or Encumbrances; Permitted Transfers. 

              	
                30

              


      

       

      
         

        
          	
                  ARTICLE
                    VIII

                	
                  
                    FINANCIAL
                      COVENANTS AND ADJUSTMENTS

                  

                	
                   

                	
                  
                    30

                  

                


        

      

      
      

      


      
        	
                 

              	
                SECTION
                  8.01

              	
                Financial
                  Covenants. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  8.02

              	
                Certain
                  Pro-Forma Adjustments. 

              	
                30

              


      

       

      	
              ARTICLE
                IX

            	
              
                
                  EVENTS
                    OF
                    DEFAULT

                

              

            	
               

            	
              
                30

              

            


       

      
        	
                 

              	
                SECTION
                  9.01

              	
                Events
                  of
                  Default. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  9.02

              	
                Remedies. 

              	
                30

              


      

       

      
        
          	
                  ARTICLE
                    X

                	
                  
                    ADMINISTRATIVE
                      AGENT; RELATIONS AMONG BANKS

                  

                	
                   

                	
                  
                    30

                  

                


        

      

       

      
        	 	 SECTION
                10.01	 Appointment,
                Powers and Immunities of Administrative Agent.	 30
	 	 SECTION
                10.02	 Reliance
                by Administrative Agent.	 30
	 	 SECTION
                10.03	 Defaults.	 30
	 	 SECTION
                10.04	 Rights
                of Administrative Agent as a Bank.	 30
	 	 SECTION
                10.05	 Sharing
                of Costs by Banks; Indemnification of Administrative Agent.	 30
	 	 SECTION
                10.06	 Non-Reliance
                on Administrative Agent and Other Banks.	 30
	 	 SECTION
                10.07	 Failure
                of Administrative Agent to Act.	 30
	 	 SECTION
                10.08	 Resignation
                or Removal of Administrative Agent.	 30
	 	 SECTION
                10.09	 Amendments
                Concerning Agency Function.	 30
	 	 SECTION
                10.10	 Liability
                of Administrative Agent.	 30
	 	 SECTION
                10.11	 Transfer
                of Agency Function.	 30
	 	 SECTION
                10.12	 Non-Receipt
                of Funds by Administrative Agent Adjustments.	 30
	 	 SECTION
                10.13	 Withholding
                Taxes.	 30
	 	 SECTION
                10.14	 Pro
                Rata Treatment.	 30
	 	 SECTION
                10.15	 Sharing
                of Payments Among Banks.	 30
	 	 SECTION
                10.16	 Possession
                of Documents.	 30
	 	 SECTION
                10.17	 Minimum
                Commitment by Administrative Agent.	 30


      

       

      
        
          	
                  ARTICLE
                    XI

                	
                  
                    NATURE
                      OF
                      OBLIGATIONS

                  

                	
                   

                	
                  
                    30

                  

                


        

      

      


      
        	
                 

              	
                SECTION
                  11.01

              	
                Absolute
                  and
                  Unconditional Obligations. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  11.02

              	
                Non-Recourse. 

              	
                30

              


      

       

      
         

        
          	
                  ARTICLE
                    XII

                	
                  MISCELLANEOUS

                	
                   

                	
                  
                    30

                  

                


        

      

      


      
        	
                 

              	
                SECTION
                  12.01

              	
                Binding
                  Effect of Request for Advance 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.02

              	
                Amendments
                  and Waivers 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.03

              	
                Usury 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.04

              	
                Expenses;
                  Indemnification 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.05

              	
                Assignment;
                  Participation 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.06

              	
                Addition
                  and
                  Release of Properties. 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.07

              	
                Documentation
                  Satisfactory 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.08

              	
                Notices,
                  Etc 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.09

              	
                Setoff 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.10

              	
                Gross-Up
                  for
                  Taxes 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.11

              	
                Twelve
                  Oaks
                  Partial Releases 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.12

              	
                Table
                  of
                  Contents; Headings 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.13

              	
                USA
                  Patriot
                  Act Notice 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.14

              	
                Severability 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.15

              	
                Counterparts 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.16

              	
                Integration 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.17

              	
                Governing
                  Law 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.18

              	
                Waivers 

              	
                30

              


      

      
        	
                 

              	
                SECTION
                  12.19

              	
                JURISDICTION;
                  IMMUNITIES 

              	
                30

              


      

    

     

    
      	
              EXHIBIT
                A

            	
              -

            	
              Assignment
                and Assumption Agreement

            
	
              EXHIBIT
                B

            	
              -

            	
              Authorization
                Letter

            
	
              EXHIBIT
                C-1

            	
              -

            	
              Note
                for
                Dolphin LLC

            
	
              EXHIBIT
                C-2

            	
               -

            	
              Note
                for
                Fairlane LLC

            
	
              EXHIBIT
                C-3

            	
               -

            	
              Note
                for
                TOLLC

            
	
              EXHIBIT
                D

            	
              -

            	
              List
                of
                Material Affiliates

            
	
              EXHIBIT
                E

            	
              -

            	
              Solvency
                Certificate

            
	
              EXHIBIT
                F

            	
              -

            	
              Notice
                of
                Assignment of Lease

            
	
              EXHIBIT
                G-1

            	
              -

            	
              Advance
                Request for Dolphin LLC

            
	
              EXHIBIT
                G-2

            	
               -

            	
              Advance
                Request for Fairlane LLC

            
	
              EXHIBIT
                G-3

            	
               -

            	
              Advance
                Request for TOLLC

            
	
              EXHIBIT
                H

            	
              -

            	
              Acceptance
                Letter

            
	
              EXHIBIT
                I

            	
              -

            	
              Insurance
                Requirements

            
	
              EXHIBIT
                J

            	
              -

            	
              Dolphin
                Residual Parcels

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECOND
      AMENDED AND
      RESTATED SECURED REVOLVING CREDIT AGREEMENT (“Agreement”) dated as of
      November 1, 2007, among DOLPHIN MALL ASSOCIATES LLC, a limited liability
      company organized and existing under the laws of the State of Delaware
      (“Dolphin LLC”), FAIRLANE TOWN CENTER LLC, a limited liability company
      organized and existing under the laws of the State of Michigan (“Fairlane LLC”)
      and TWELVE OAKS MALL, LLC, a limited liability company organized and existing
      under the laws of the State of Michigan, as borrowers (“TOLLC”;
      Dolphin LLC, Fairlane LLC and TOLLC are each referred to herein as a
“Borrower” and collectively as “Borrowers”), EUROHYPO AG, NEW YORK BRANCH,
      as administrative agent for the Banks (in such capacity, together with its
      successors in such capacity, “Administrative Agent”), and EUROHYPO AG, NEW YORK
      BRANCH (in its individual capacity and not as Administrative Agent, “Eurohypo”)
      and the other lenders signatory hereto (Eurohypo, the other lenders signatory
      hereto and such other lenders who from time to time become Banks pursuant to
      Section 2.19, Section 3.07 or 12.05, each a “Bank” and collectively, the
“Banks”); this Agreement is joined in by THE TAUBMAN REALTY GROUP LIMITED
      PARTNERSHIP, a Delaware limited partnership (“TRG”), for the limited purposes
      set forth at the end of this Agreement.

     

    WHEREAS,
      pursuant to the terms and conditions of that certain Secured Revolving Credit
      Agreement, dated as of October 13, 2004 (as amended, the “Original Credit
      Agreement”) by and among TRG, as borrower, Eurohypo, as agent and as a lender
      and the other lenders party thereto from time to time, extended credit to TRG
      pursuant to a revolving credit facility in the maximum principal amount of
      $350,000,000;

     

    WHEREAS,
      the Original Credit Agreement was amended and restated by that certain Amended
      and Restated Secured Revolving Credit Agreement dated as of August 9, 2006
      (the “Amended Credit Agreement”) under which the Borrowers became the borrowers
      of the obligations thereunder;

     

    WHEREAS,
      Dolphin Mall Associates Limited Partnership, a Delaware limited partnership,
      has
      now been converted to a Delaware limited liability company named Dolphin Mall
      Associates LLC;

     

    WHEREAS,
      this Agreement continues and restates the terms of the debt under the Amended
      Credit Agreement and is made by and between Borrowers, Administrative Agent
      and
      the Banks in substitution and replacement of the Amended Credit Agreement in
      its
      entirety;

     

    WHEREAS,
      each Borrower desires that the Banks extend credit to them as provided for
      herein and subject to the terms and conditions hereof the Banks are prepared
      to
      extend such credit; and

     

    WHEREAS,
      this Agreement sets forth the terms and conditions upon which the Banks have
      agreed to, inter alia, extend a secured revolving credit and
      facility to Borrowers up to $550,000,000 (subject to increase as set forth
      in
      Section 2.19);

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and the
      mutual covenants and agreements contained herein, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby amend and restate the Amended Credit Agreement
      in its entirety as follows:

     

    ARTICLE
      I

     

    


     

    DEFINITIONS;
      ETC.

     

    SECTION
      1.01  Definitions.  As
      used
      in this Agreement the following terms have the following meanings:

     

    “Acceptance
      Letter”
has the meaning specified in Section 2.19(c).

     

    “Actions”
has
      the
      meaning specified in Section 5.04.

     

    “Additional
      Costs”
has the meaning specified in Section 3.01.

     

    “Administrative
      Agent” has the meaning specified in the preamble.

     

    “Administrative
      Agent’s Office” means Administrative Agent’s office located as set forth on its
      signature page hereof, or such other address in the United States as
      Administrative Agent may designate by notice to Borrowers and the
      Banks.

     

    “Affected
      Bank” has
      the meaning specified in Section 3.07.

     

    “Affected
      Loan” has
      the meaning specified in Section 3.04.

     

    “Affiliate”
means,
      with respect to any Person (the “first Person”), any other Person (1) which
      directly or indirectly controls, or is controlled by, or is under common control
      with the first Person or (2) 10% or more of the beneficial interest in which
      is
      directly or indirectly owned or held by the first Person.  The term
“control” means the possession, directly or indirectly, of the power, alone, to
      direct or cause the direction of the management and policies of a Person,
      whether through the ownership of voting securities, by contract, or
      otherwise.

     

    “Agreement”
means
      this Second Amended and Restated Secured Revolving Credit
      Agreement.

     

    “Amended
      Credit
      Agreement” has the meaning specified in the Recitals to this
      Agreement.

     

    “Anchors”
means,
      for each Property, those department store companies which own, occupy and/or
      operate the related Anchor Stores.

     

    “Anchor
      Stores”
means, for each Property, those department stores located on parcels contiguous
      to such Property (together with the Nordstrom’s store at Twelve Oaks which is
      located on such Property) which, together with the Improvements on such Property
      at Fairlane and Twelve Oaks or any other property which has been added as a
      Property pursuant to the provisions of Section 12.06, are being operated as
      an integrated shopping center pursuant to the REA.

     

    “Applicable
      Lending
      Office” means, for each Bank and for its LIBOR Loan or Base Rate Loan, as
      applicable, the lending office of such Bank (or of an Affiliate of such Bank)
      designated as such on its signature page hereof or in the applicable Assignment
      and Assumption Agreement, or such other office of such Bank (or of an Affiliate
      of such Bank) as such Bank may from time to time specify to Administrative
      Agent
      and Borrowers as the office by which its LIBOR Loan or Base Rate Loan, as
      applicable, is to be made and maintained.

     

    “Applicable
      Margin”
means with respect to Base Rate Loans and LIBOR Loans, the respective rates
      per
      annum determined, at any time, based on the Property Debt Yield at the time,
      in
      accordance with the table below (any change in the Property Debt Yield,
      including any change pursuant to Section 2.05, causing it to move to a different
      range on said table shall effect an immediate change as of the date that
      financial results are or are required to be reported, whichever is earlier
      pursuant to this Agreement for the calendar quarter for which Property Debt
      Yield is being determined or, in the case of an adjustment pursuant to Section
      2.05, as of the date specified in said Section, in the Applicable
      Margin).

     

    
      	
               

              Property
                Debt
                Yield

               

            	
               

              Applicable
                Margin for Base Rate

              Loans
                (% per
                annum)

               

            	
               

              Applicable
                Margin for LIBOR Loans (% per annum)

               

            
	
               

              Greater
                than
                15%

               

            	
               

              -0-

               

            	
               

              0.70

               

            
	
               

              Less
                than or
                equal to 15%

               

            	
               

              -0-

               

            	
               

              0.85

               

            
	 	 	 


    

    “Appraised
      Value”
shall mean (i) with respect to each of Dolphin, Fairlane and Twelve Oaks, the
      “as is” appraised value of each such Property as determined pursuant to Section
      4.01(7) prior to or at the time of execution hereof (as updated only by any
      reappraisal obtained to comply with Section 2.01(f) or Section 12.06(c)(iv))
      and
      (ii) with respect to each Property added as security for the Obligations
      pursuant to Section 12.06, the appraised value of such Property as determined
      pursuant to Section 12.06(b) immediately prior to such Property being added
      as
      security for the Obligations (as updated only by any reappraisal obtained to
      comply with Section 2.01(f) or Section 12.06(c)(iv)).  Each such
      appraisal shall be commissioned by the Administrative Agent at the Borrower’s
      expense and shall be satisfactory to the Required Banks.

     

    “Assignee”
has
      the
      meaning specified in Section 12.05.

     

    “Assignment
      and
      Assumption Agreement” means an Assignment and Assumption Agreement,
      substantially in the form of EXHIBIT A, pursuant to which a Bank assigns and
      an
      Assignee assumes rights and obligations in accordance with the terms of this
      Agreement.

     

    “Assignment
      of
      Contracts” means for each Property, an assignment by the applicable Borrower to
      Administrative Agent of all of such Borrower's right, title and interest in
      and
      to contracts, permits, warranties and other similar items relating to the
      applicable Property to the extent assignable, as amended and restated
      simultaneously herewith.

     

    “Authorization
      Letter” means a letter agreement executed by Borrowers in the form of
      EXHIBIT B.

     

    “Availability”
      means, at any time with respect to any Bank and any Borrower, the excess of
      (x) such Bank’s Pro Rata Share of such Borrower’s Maximum Borrower
      Availability over (y) the sum of (i) the outstanding Loans by such
      Bank to such Borrower and (ii) such Bank’s Pro Rata Share of the
      outstanding Letters of Credit issued on behalf of such Borrower.

     

    “Bank”
and
“Banks”
      have the respective meanings specified in the preamble.

     

    “Bank
      Parties”
means Administrative Agent and the Banks.

     

    “Banking
      Day” means
      (1) any day on which commercial banks are not authorized or required to close
      in
      New York, New York and (2) whenever such day relates to a LIBOR Loan, an
      Interest Period with respect to a LIBOR Loan, or notice with respect to a LIBOR
      Loan, a day on which dealings in Dollar deposits are also carried out in the
      London interbank market and banks are open for business in London.

     

    “Banks’
L/C
      Fee
      Rate” has the meaning specified in Section 2.17(g).

     

    “Bank
      Reply Period”
has the meaning specified in Section 12.02.

     

    “Base
      Rate” means,
      for any day, the higher of (1) the Federal Funds Rate for such day plus 0.50%
      or
      (2) the Prime Rate for such day.

     

    “Base
      Rate Loan”
means all or any portion (as the context requires) of a Bank’s Loan which shall
      accrue interest at a rate determined in relation to the Base Rate.

     

    “Borrower”
has
      the
      meaning specified in the preamble and includes any New Borrower that becomes
      a
      Borrower pursuant to Section 12.06.

     

    “Borrower
      Financial
      Statement” means, for each Borrower, a balance sheet and related statement of
      operations, income statement, accumulated deficiency in assets and cash flows
      of
      such Borrower, with annual financial statements (with footnotes thereto) to
      be
      prepared in accordance with GAAP and audited.

     

    “Borrower
      Party”
means each of TRG and any Borrower.

     

    “Borrower
      Partners”
has the meaning specified in Section 11.02(b).

     

    “Borrowing
      Base
      Value” for each Property means sixty-five percent (65%) of the Appraised Value
      of such Property, provided that in no event may the Borrowing Base Value for
      Dolphin exceed the maximum principal amount secured by the Mortgage on Dolphin
      on which documentary and intangible taxes have been paid.

     

    “Capital
      Lease”
means any lease which has been capitalized on the books of the lessee in
      accordance with GAAP.

     

    “Capitalization
      Value” means, at any time, the sum of (1) Combined EBITDA for the twelve
      (12)-month period ending with the most recently ended calendar quarter,
      capitalized at an annual rate equal to 7.0%, (2) TRG’s beneficial share of
      unrestricted Cash and Cash Equivalents (i. e., Cash and Cash
      Equivalents that are not pledged or the use of which is not restricted by the
      terms of any document or agreement) of TRG and its Consolidated Businesses
      and
      UJVs and (3) without duplication, the cost basis of properties of TRG under
      development.  For the purposes of this definition, in no event shall
      (x) properties under development constitute in excess of 15% of Capitalization
      Value or (y) leasing commissions payable by third parties and/or management
      and
      development fees contribute to greater than 5% of Capitalization
      Value.

     

    “Cash
      and Cash
      Equivalents” means (1) cash, (2) 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, (3) 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 or 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 A-1 or
      better by S&P or P-1 or better by Moody’s, provided that the maturities
      thereof shall not exceed one (1) year from the date of acquisition and (4)
      shares of Fidelity Institutional Money Market Fund or comparable money market
      funds.

     

    “Closing
      Date”
means the date this Agreement has been executed by all parties.

     

    “Code”
means
      the
      Internal Revenue Code of 1986.

     

    “Collateral”
means
      the Mortgaged Property under each Mortgage and any other collateral now or
      hereafter given for the Loans.

     

    “Combined
      EBITDA”
means, for any period of time, (1) revenues less operating costs (including
      general and administrative expenses) before interest, depreciation and
      amortization and unusual items for TRG and its Consolidated Businesses
      (including, without limitation, non-recurring items such as gains or losses
      from
      asset sales) and adjusted to eliminate the effects of straight lining of
      rents plus (2) TRG’s beneficial interest in revenues less
      operating costs (including general and administrative expenses) before interest,
      depreciation and amortization and unusual items (after eliminating appropriate
      intercompany amounts) (including, without limitation, non-recurring items such
      as gains or losses from asset sales) and adjusted to eliminate the effects
      of
      straight lining of rents applicable to each of the
      UJVs.  For purposes of this definition, gains or losses from
      peripheral land sales, to the extent such gains or losses total less than
      $5,000,000 in any twelve (12)-month period, shall be included in Combined
      EBITDA.

     

    “Consolidated
      Businesses” means, collectively (1) each Affiliate of TRG, all of the
      equity interests of which are, or, under GAAP, are deemed to be, owned by TRG
      and (2) Taub-Co Management Inc., The Taubman Company LLC and their respective
      Affiliates so long as more than 90% of the equity interests in the entities
      referred to in this clause (2) are owned directly or indirectly by
      TRG.

     

    “Consolidated
      Outstanding Indebtedness” means, as of any time, all indebtedness and liability
      for borrowed money (which shall be deemed to include obligations as lessee
      under
      Capital Leases), secured or unsecured, of TRG and all indebtedness and liability
      for borrowed money (which shall be deemed to include obligations as lessee
      under
      Capital Leases), secured or unsecured, attributable to TRG’s beneficial interest
      in its Consolidated Businesses, including mortgage and other notes payable
      but
      excluding any indebtedness which is margin indebtedness secured by cash and
      cash
      equivalent securities, as reflected in the TRG Consolidated Financial
      Statements.

     

    “Contingent
      Liabilities” means the sum of (1) those liabilities, as determined in accordance
      with GAAP, set forth and quantified as contingent liabilities in the notes
      to
      the TRG Consolidated Financial Statements and (2) contingent liabilities, other
      than those described in the foregoing clause (1), which represent direct payment
      guaranties of TRG; provided, however, that Contingent Liabilities
      shall exclude contingent liabilities which represent the “Other Party’s Share”
of “Duplicated Obligations” (as such quoted terms are hereinafter
      defined).  “Duplicated Obligations” means, collectively, all those
      payment guaranties in respect of Debt of UJVs for which TRG and another party
      are jointly and severally liable, where the other party is, in the sole judgment
      of the Required Banks, capable of satisfying the Other Party’s Share of such
      obligation; and “Other Party’s Share” means such other party’s fractional
      beneficial interest in the UJV in question.

     

    “Continue”,
      “Continuation” and “Continued” refer to the continuation pursuant to Section
      2.13 of a LIBOR Loan as a LIBOR Loan from one Interest Period to the next
      Interest Period.

     

    “Convert”,
      “Conversion” and “Converted” refer to a conversion pursuant to Section 2.13 of a
      Base Rate Loan into a LIBOR Loan or a LIBOR Loan into a Base Rate Loan, each
      of
      which may be accompanied by the transfer by a Bank (at its sole discretion)
      of
      all or a portion of its Loan from one Applicable Lending Office to
      another.

     

    “Debt”
      means  (1) indebtedness or liability for borrowed money, or for the
      deferred purchase price of property or services (including trade obligations),
      (2) obligations as lessee under Capital Leases, (3) current liabilities in
      respect of unfunded vested benefits under any Plan, (4) obligations in respect
      of letters of credit issued for the account of any Person, (5) all obligations
      arising under bankers’ or trade acceptance facilities, (6) all guarantees,
      endorsements (other than for collection or deposit in the ordinary course of
      business), and other contingent obligations to purchase any of the items
      included in this definition, to provide funds for payment, to supply funds
      to
      invest in any Person, or otherwise to assure a creditor against loss, (7) all
      obligations secured by any Lien on property owned by the Person whose Debt
      is
      being measured, whether or not the obligations have been assumed and (8) all
      obligations under any agreement providing for contingent participation or other
      hedging mechanisms with respect to interest payable on any of the items
      described above in this definition.

     

    “Default”
means
      any
      event which with the giving of notice or lapse of time, or both, would become
      an
      Event of Default.

     

    “Default
      Rate”
means a rate per annum equal to (1) with respect to Base Rate Loans, a variable
      rate 3% above the rate of interest then in effect thereon (including the
      Applicable Margin) and (2) with respect to LIBOR Loans, a fixed rate 3% above
      the rate(s) of interest in effect thereon (including the Applicable Margin)
      at
      the time of Default until the end of the then current Interest Period therefor
      and, thereafter, a variable rate 3% above the rate of interest for a Base Rate
      Loan (including the Applicable Margin).

     

    “Disposition”
means
      a sale (whether by assignment, transfer or Capital Lease) of an
      asset.

     

    “Distributable
      Cash
      Flow” means Funds From Operations.

     

    “Dollars”
and
      the
      sign “$” mean lawful money of the United States.

     

    “Dolphin”
means
      the
      parcel(s) of real property owned by Dolphin LLC located in Miami, Florida,
      together with the Improvements thereon owned by Dolphin LLC.

     

    “Dolphin LLC”
      has the meaning set forth in the preamble to this Agreement.

     

    “Dolphin
      Sublimit”
means an aggregate principal amount of $139,937,956.17, as modified from time
      to
      time in accordance with Section 2.01(f) below.

     

    “Elect”,
“Election”
      and “Elected” refer to election, if any, by Borrower pursuant to Section 2.13 to
      have all or a portion of an advance of the Loans be outstanding as LIBOR
      Loans.

     

    “Engineering
      Consultant” means IVI Due Diligence, Inc. or other firm
      designated by Administrative Agent from time to time for any
      Property.

     

    “Environmental
      Discharge” means any discharge or release of any Hazardous Materials in
      violation of any applicable Environmental Law.

     

    “Environmental
      Law”
means any Law relating to pollution or the environment, including Laws relating
      to noise or to emissions, discharges, releases or threatened releases of
      Hazardous Materials into the work place, the community or the environment,
      or
      otherwise relating to the generation, manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of Hazardous
      Materials.

     

    “Environmental
      Notice” means any written complaint, order, citation, letter, inquiry, notice or
      other written communication from any Person (1) affecting or relating to
      any Borrower’s or TRG’s compliance with any Environmental Law in connection with
      any activity or operations at any time conducted by any Borrower or TRG, (2)
      relating to the occurrence or presence of or exposure to or possible or
      threatened or alleged occurrence or presence of or exposure to Environmental
      Discharges or Hazardous Materials at any of Borrower’s or TRG’s locations or
      facilities (including each of the Properties), including, without limitation,
      (a) the existence of any contamination or possible or threatened contamination
      at any such location or facility and (b) remediation of any Environmental
      Discharge or Hazardous Materials at any such location or facility or any part
      thereof or (3) relating to any violation or alleged violation of any relevant
      Environmental Law.

     

    “ERISA”
means
      the
      Employee Retirement Income Security Act of 1974, including any rules and
      regulations promulgated thereunder.

     

    “ERISA
      Affiliate”
means any corporation or trade or business which is a member of the same
      controlled group of organizations (within the meaning of Section 414(b) of
      the
      Code) as a Borrower or is under common control (within the meaning of Section
      414(c) of the Code) with any Borrower or TRG or any organization which is
      required to be treated as a single employer with any Borrower or TRG under
      Sections 414(m) or 414(o) of the Code.

     

    “Eurohypo”
has
      the
      meaning specified in the preamble.

     

    “Event
      of Default”
has the meaning specified in Section 9.01.

     

    “Existing
      Bank” has
      the meaning specified in Section 2.19(c).

     

    “Existing
      Credit
      Facility” means that certain $350,000,000.00 credit facility made pursuant to
      the Amended Credit Agreement.

     

    “Extension
      Option”
has the meaning specified in Section 2.18.

     

    “Facility
      Fee” has
      the meaning specified in Section 2.08.

     

    “Fairlane”
means
      the parcel(s) of real property owned by Fairlane LLC located in Dearborn,
      Michigan, together with the Improvements thereon owned by Fairlane
      LLC.

     

    “Fairlane
      LLC” has
      the meaning set forth in the preamble to this Agreement.

     

    “Fairlane
      Sublimit”
means an aggregate principal amount of $80,000,000.00, as modified from time
      to
      time in accordance with Section 2.01(f) below.

     

    “Federal
      Funds
      Rate” means, for any day, the rate per annum (expressed on a 360-day basis of
      calculation) equal to the weighted average of the rates on overnight federal
      funds transactions as published by the Federal Reserve Bank of New York for
      such
      day provided that (1) if such day is not a Banking Day, the Federal Funds Rate
      for such day shall be such rate on such transactions on the immediately
      preceding Banking Day as so published on the next succeeding Banking Day and
      (2)
      if no such rate is so published on such next succeeding Banking Day, the Federal
      Funds Rate for such day shall be the average of the rates quoted by three (3)
      Federal Funds brokers to Administrative Agent on such day on such
      transactions.

     

    “Fiscal
      Year” means
      each period from January 1 to December 31.

     

    “Fixed
      Charges”
means, for any period of time, the sum of (1) Interest Expense, (2) dividends
      payable on preferred equity interests and (3) all scheduled principal payments
      made or required to be made during such period on Debt of TRG and that
      attributable to TRG’s beneficial interest in its Consolidated Business and UJVs,
excluding, however, balloon payments of principal due upon the
      stated maturity of any such Debt.

     

    “Funds
      From
      Operations” means, for any period of time, net income of TRG and its
      Consolidated Businesses, as determined in accordance with GAAP, excluding gains
      (or losses) from debt restructuring and sales of property and without taking
      into account straight-lining of rents, plus depreciation related to real estate
      and amortization, less amounts distributed by TRG as preferred distributions,
      and after adjustments to reflect TRG’s pro rata share of UJVs (which will be
      calculated to reflect Funds From Operations on the same basis).  For
      purposes of this definition, gains or losses from peripheral land sales, to
      the
      extent such gains or losses total less than $5,000,000 in any twelve (12)-month
      period, shall be included in Funds From Operations.

     

    “GAAP”
means
      generally accepted accounting principles in the United States as in effect
      from
      time to time, applied on a basis consistent with those used in the preparation
      of the financial statements referred to in Section 5.13 (except for changes
      concurred in by TRG’s Accountants).

     

    “Good
      Faith
      Contest” means the contest of an item if (1) in the case of a contest of taxes
      or similar charges regarding any Property or the Improvements thereon, the
      applicable Borrower has given Administrative Agent prompt notice thereof, (2)
      the item is diligently contested in good faith, and, if appropriate, by
      proceedings timely instituted, (3) adequate reserves are established with
      respect to the contested item, (4) during the period of such contest, the
      enforcement of any contested item is effectively stayed and (5) the failure
      to
      pay or comply with the contested item during the period of the contest is not
      likely to result in a Material Adverse Change.

     

    “Governmental
      Approvals” means any authorization, consent, approval, license, permit,
      certification, or exemption of, registration or filing with or report or notice
      to, any Governmental Authority.

     

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

     

    “Government
      List”
means (a) the Specially Designated Nationals and Blocked Persons List maintained
      by OFAC, (b) any other list of terrorists, terrorist organization or narcotics
      traffickers maintained pursuant to any of the Rules and Regulations of OFAC
      that
      is included in “Governmental Lists”, or (c) any similar list maintained by the
      Untied States Department of State, the United States Department of Commerce
      or
      any other Governmental Authority or pursuant to any Executive Order of the
      President of the United State of America.

     

    “Guarantors”
means
      collectively, TRG, Fairlane LLC and TOLLC.

     

    “Guaranty”
means
      the joint and several Guaranty of Payment, dated the date hereof, of Borrowers’
obligations hereunder and under the Notes, from the Guarantors to the Banks,
      and
      including any guaranty of said obligations executed and delivered by a Person
      who becomes a Borrower subsequent to the date hereof pursuant to the provisions
      of Section 12.06.

     

    “Hazardous
      Materials” means any pollutant, effluents, emissions, contaminants, toxic or
      hazardous wastes or substances, as any of those terms are defined from time
      to
      time in or for the purposes of any relevant Environmental Law, including
      asbestos fibers and friable asbestos, polychlorinated biphenyls, and any
      petroleum or hydrocarbon-based products or derivatives.

     

    “Improvements”
      means, for each Property, all improvements now or hereafter located thereon,
      other than improvements owned by tenants or utility companies.

     

    “Indemnified
      Party”
has the meaning specified in Section 12.04.

     

    “Indemnity”
means,
      for each Property, an agreement (as amended and restated simultaneously
      herewith) from TRG and the applicable Borrower whereby, among other things,
      the
      Banks and Administrative Agent are indemnified regarding Hazardous Materials,
      and including any such agreement executed and delivered by TRG and a Person
      who
      becomes a Borrower subsequent to the date hereof pursuant to the provisions
      of
      Section 12.06.

     

    “Initial
      Advance”
means the first advance of proceeds of the Loans.

     

    “Interest
      Expense”
means, for any period of time, the consolidated interest expense (without
      deduction of consolidated interest income) of TRG and its Consolidated
      Businesses, including, without limitation or duplication (or, to the extent
      not
      so included, with the addition of), (1) the portion of any rental obligation
      in
      respect of any Capital Lease obligation allocable to interest expense in
      accordance with GAAP, (2) the amortization of Debt discounts and premiums,
      (3)
      any payments or receipts (other than up-front fees) with respect to interest
      rate swap or similar agreements, (4) any dividends attributable to any equity
      security which may be converted into a debt security of TRG at any time or
      is
      mandatorily redeemable for cash within twenty (20) years from its initial
      issuance and (5) the interest expense and items listed in clauses (1) through
      (4) above applicable to each of the UJVs multiplied by TRG’s respective
      beneficial interests in the UJVs (it being understood that the items listed
      in
      clauses (1), (2) and (3) above shall be considered part of Interest Expense
      even
      if, due to a change in GAAP, such items would no longer be considered interest
      expense under GAAP).

     

    “Interest
      Period”
means, with respect to any LIBOR Loan, the period commencing on the date the
      same is advanced, converted from a Base Rate Loan or Continued, as the case
      may
      be, and ending, as a Borrower may select pursuant to Section 2.06, on the
      numerically corresponding day in the first, second, third, sixth, ninth or
      twelfth (or, if available to all of the Banks, other periods) calendar month
      thereafter (it being understood, however, that Interest Periods may have other
      durations, including periods of less than one month, subject to availability
      to
      all of the Banks and to Administrative Agent’s consent), provided that, in any
      case, each such Interest Period which commences on the last Banking Day of
      a
      calendar month (or on any day for which there is no numerically corresponding
      day in the appropriate subsequent calendar month) shall end on the last Banking
      Day of the appropriate calendar month.

     

    “Investment”
has
      the meaning specified in Section 7.02.

     

    “Law”
means
      any
      federal, state or local statute, law, rule, regulation, ordinance, order, code,
      or rule of common law, now or hereafter in effect, and any judicial or
      administrative interpretation thereof by a Governmental Authority or otherwise,
      including any judicial or administrative order, consent decree or
      judgment.

     

    “Letter
      of Credit”
has the meaning specified in Section 2.17(a).

     

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

     

    “LIBOR
      Base Rate”
means, with respect to any Interest Period pertaining to a LIBOR Loan, the
      rate
      per annum that appears on Moneyline Telerate Page 3750 at approximately 11:00
      a.m. (London time) on the date (the “LIBOR Determination Date”) two (2) Banking
      Days prior to the first day of the applicable Interest Period, for amounts
      comparable to the LIBOR Loan in question for the same period of time as such
      Interest Period, or, if such rate does not appear on Moneyline Telerate Page
      3750 as of approximately 11:00 a.m. (London time) on the LIBOR Determination
      Date, the rate for deposits in Dollars for a period comparable to the applicable
      Interest Period, as determined by Administrative Agent acting
      reasonably.  For purposes of the foregoing definition, “Moneyline
      Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline
      Telerate (or such other page as may replace Page 3750 on that service 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 Dollar deposits).

     

    “LIBOR
      Interest
      Rate” means, for any LIBOR Loan, a rate per annum determined by Administrative
      Agent to be equal to the quotient of (1) the LIBOR Base Rate for such LIBOR
      Loan
      for the Interest Period therefor divided by (2) one minus the LIBOR Reserve
      Requirement for such LIBOR Loan for such Interest Period.

     

    “LIBOR
      Loan” means
      all or any portion (as the context requires) of any Bank’s Loan which shall
      accrue interest at rate(s) determined in relation to LIBOR Interest
      Rate(s).

     

    “LIBOR
      Reserve
      Requirement” means, for any LIBOR Loan, the rate at which reserves (including
      any marginal, supplemental or emergency reserves) are actually required to
      be
      maintained during the Interest Period for such LIBOR Loan under Regulation
      D by
      the applicable Bank against “Eurocurrency liabilities” (as such term is used in
      Regulation D).  Without limiting the effect of the foregoing, the
      LIBOR Reserve Requirement shall also reflect any other reserves actually
      required to be maintained by any Bank by reason of any Regulatory Change against
      (1) any category of liabilities which includes deposits by reference to which
      the LIBOR Base Rate is to be determined as provided in the definition of “LIBOR
      Base Rate” in this Section 1.01 or (2) any category of extensions of credit or
      other assets which include loans the interest rate on which is determined on
      the
      basis of rates referred to in said definition of “LIBOR Base Rate”.

     

    “Lien”
means
      any
      mortgage, deed of trust, pledge, security interest, hypothecation, assignment
      for collateral purposes, deposit arrangement, lien (statutory or other), or
      other security agreement or charge of any kind or nature whatsoever of any
      third
      party (excluding any right of setoff but including, without limitation, any
      conditional sale or other title retention agreement, any financing lease having
      substantially the same economic effect as any of the foregoing, and the filing
      of any financing statement under the Uniform Commercial Code or comparable
      Law
      of any jurisdiction to evidence any of the foregoing).

     

    “Loan”
and
“Loans”
      have the respective meanings specified in Section 2.01.

     

    “Loan
      Commitment”
means, with respect to each Bank, the obligation to make a Loan in the principal
      amount set forth below its signature on its respective signature page hereto or
      in the applicable Assignment and Assumption Agreement, as such amount may be
      modified from time to time in accordance with the provisions of Section 2.11,
      3.07 or 12.05, together with additional or increased Loan Commitments issued
      by
      Existing Banks or New Banks pursuant to Section 2.19.

     

    “Loan
      Documents”
means this Agreement, the Notes, the Guaranty, the Mortgage and related Uniform
      Commercial Code financing statements for each Property, the Indemnity for each
      Property, the Assignment of Contracts for each Property, the Authorization
      Letter and the Solvency Certificates.

     

    “Major
      Lease” means
      a lease demising 5,000 SFGLA or more of the Improvements on any
      Property.

     

    “Material
      Adverse
      Change” means either (1) a material adverse change in the status of the
      business, results of operations, financial condition, property or prospects
      of
      TRG or any Borrower or (2) any event or occurrence of whatever nature which
      is
      likely to (x) have a material adverse effect on the ability of TRG or any
      Borrower to perform its obligations under the Loan Documents or (y) create,
      in
      the sole and absolute judgment (reasonably exercised) of Administrative Agent,
      a
      material risk of sale or forfeiture of any of the Mortgaged Property (other
      than
      an immaterial portion thereof) under any Mortgage or otherwise materially impair
      any of the Mortgaged Property under any Mortgage or the Banks’ rights
      therein.

     

    “Material
      Affiliate” means the material Affiliates of TRG which own or lease operating
      shopping centers or shopping centers under construction, together with (or
      excluding) any Affiliates of TRG which are hereafter from time to time
      reasonably determined by Administrative Agent to be material (or no longer
      material), upon notice to Borrowers and the Banks, based upon the most recent
      TRG Consolidated Financial Statements.

     

    “Maturity
      Date”
means February 14, 2011, subject to extension in accordance with Section
      2.18.

     

    “Maximum
      Borrower
      Availability” means, for any Borrower, the lesser of (x) such Borrower’s
      Sublimit as then in effect and (y) Property EBITDA for such Borrower’s
      Property for the twelve (12) month period ending with the last calendar quarter
      for which a compliance certificate was required to be submitted pursuant to
      Section 6.09(3) divided by 0.12.

     

    “Minority
      Interest”
has the meaning specified in Section 7.02.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc.

     

    “Mortgage”
means,
      for each Property, the Mortgage (or Deed of Trust), Assignment of Leases and
      Rents and Security Agreement in respect thereof from the applicable Borrower
      for
      the benefit of Administrative Agent, as agent for the Banks, to secure the
      payment and performance of the Obligations of such Borrower, as amended and
      restated simultaneously herewith.

     

    “Mortgaged
      Property” means, for each Property, the applicable Borrower’s interest in the
      Property, the Improvements thereon and all other property constituting the
      “Mortgaged Property”, as said quoted term is defined in the applicable
      Mortgage.

     

    “Multiemployer
      Plan” means a Plan defined as such in Section 3(37) of ERISA to which
      contributions have been made by Borrower or any ERISA Affiliate and which is
      covered by Title IV of ERISA.

     

    “New
      Bank” has the
      meaning specified in Section 2.19(c).

     

    “New
      Borrower” has
      the meaning specified in Section 12.06(a).

     

    “New
      Borrower Note”
has the meaning specified in Section 2.19(c).

     

    “New
      Note” has the
      meaning specified in Section 2.19(c).

     

    “Net
      Worth” means
      the excess of  Capitalization Value over Total Outstanding
      Indebtedness.

     

    “Non-Excluded
      Taxes” has the meaning specified in Section 12.10.

     

    “Note”
and
“Notes”
      have the respective meanings specified in Section 2.09.

     

    “Notice
      to Extend”
has the meaning specified in Section 2.18.

     

    “Obligations”
means
      each and every obligation, promise, covenant and agreement of any Borrower
      or
      TRG, now or hereafter existing, contained in this Agreement, the Notes and
      any
      of the other Loan Documents, whether for principal, reimbursement obligations,
      interest, fees, expenses, late charges, indemnities or otherwise, and any
      amendments, supplements, extensions, renewals or replacements of any of said
      documents, including but not limited to, all indebtedness, obligations and
      liabilities (and all increases or additions thereto) of any Borrower or TRG
      to
      Administrative Agent or any Bank now existing or hereafter incurred under or
      arising out of or in connection with this Agreement, the Notes, the other Loan
      Documents, and any documents or instruments executed in connection therewith;
      in
      each case whether direct or indirect, joint or several, absolute or contingent,
      liquidated or unliquidated, now or hereafter existing, renewed or restructured,
      whether or not from time to time decreased or extinguished and later increased,
      created or incurred, and including all indebtedness of any Borrower or TRG
      under
      any instrument now or hereafter evidencing or securing any of the
      foregoing.

     

    “OFAC”
means
      the
      Office of Foreign Assets Control, United States Department of the Treasury,
      or
      any other office, agency or department that succeeds to the duties of
      OFAC.

     

    “Original
      Credit
      Agreement” has the meaning specified in the Recitals to this
      Agreement.

     

    “Outstanding
      Percentage” has the meaning specified in Section 2.19(d).

     

    “Parent”
means,
      with respect to any Bank, any Person controlling such Bank.

     

    “Participant”
and
      “Participation” have the respective meanings specified in Section
      12.05.

     

    “Payor”
has
      the
      meaning specified in Section 10.12.

     

    “PBGC”
means
      the
      Pension Benefit Guaranty Corporation and any entity succeeding to any or all
      of
      its functions under ERISA.

     

    “Person”
means
      an
      individual, partnership, corporation, limited liability company, business trust,
      joint stock company, trust, unincorporated association, joint venture,
      Governmental Authority or other entity of whatever nature.

     

    “Plan”
means
      any
      employee benefit or other plan established or maintained, or to which
      contributions have been made, by Borrower, TRG or any ERISA Affiliate and which
      is covered by Title IV of ERISA or to which Section 412 of the Code
      applies.

     

    “Premises
      Documents” means, for each Property, the REA for such Property and the other
“Premises Documents,” as such term is defined in the Mortgage for such
      Property.

     

    “presence”,
      when
      used in connection with any Environmental Discharge or Hazardous Materials,
      means and includes presence, generation, manufacture, installation, treatment,
      use, storage, handling, repair, encapsulation, disposal, transportation, spill,
      discharge and release.

     

    “Prime
      Rate” means
      as determined by Eurohypo on a daily basis, its United States “prime rate” as
      announced from time to time by Eurohypo.

     

    “Pro
      Rata Share”
means, for purposes of this Agreement and with respect to each Bank, a fraction,
      the numerator of which is the amount of such Bank’s Loan Commitment and the
      denominator of which is the Total Loan Commitment.

     

    “Prohibited
      Person”
means any Person identified on a Government List or any other Person with whom
      Banks may not conduct business or transactions by prohibition of federal law
      or
      Executive Order of the President of the United States of America.

     

    “Prohibited
      Transaction” means any transaction proscribed by Section 406 of ERISA or Section
      4975 of the Code as to which no statutory or administrative exemption
      applies.

     

    “Property”
means,
      respectively, each of Dolphin, Twelve Oaks, Fairlane and any other property
      which has been added as a Property pursuant to the provisions of Section 12.06,
      excluding, however, any Property released pursuant to said
      Section.  (“Properties” is the collective reference to all such
      properties.)

     

    “Property
      Approval
      Request” has the meaning specified in Section 12.06(b).

     

    “Property
      Debt
      Yield” means, for any calendar quarter, the ratio (expressed as a percentage) of
      (1) Property EBITDA for the twelve (12)-month period ending with such calendar
      quarter to (2) the outstanding principal balance under the Notes plus the total
      outstanding amount of Letters of Credit as of the end of such calendar
      quarter.

     

    “Property
      EBITDA”
means that portion of Combined EBITDA attributable to the Properties, provided
      that Combined EBITDA attributable to Dolphin shall be excluded from Property
      EBITDA to the extent Combined EBITDA attributable to Dolphin exceeds twelve
      percent (12%) of the Dolphin Sublimit.

     

    “REA”
means,
      for
      each Property, any reciprocal easement and operating or similar agreement by
      and
      among the applicable Borrower and the Anchors (together with any agreements
      supplemental or incidental thereto) pursuant to which the Improvements and
      the
      related Anchor Stores are being operated as an integrated regional shopping
      center.  The REA for each Property is more particularly described in
      the Mortgage for such Property.

     

    “Regulation
      D” and
“Regulation U” mean, respectively, Regulations D and U of the Board of Governors
      of the Federal Reserve System, or any similar Law from time to time in
      effect.

     

    “Regulatory
      Change”
means, with respect to any Bank, any change after the date of this Agreement
      in
      United States federal, state, municipal or foreign laws or regulations
      (including Regulation D) or the adoption or making after such date of any
      interpretations, directives or requests applying to a class of banks including
      such Bank of or under any United States, federal, state, municipal or foreign
      laws or regulations (whether or not having the force of law) by any court or
      governmental or monetary authority charged with the interpretation or
      administration thereof.

     

    “Related
      Entity”
means, as to any Person, (1) any Affiliate of such Person; (2) any other Person
      into which, or with which, such Person is merged, consolidated or
      reorganized,  or that  is otherwise a  successor
      to such Person by operation of law, or which  acquires all or
      substantially all of the assets of such Person; (3) any other Person that is
      a
      successor to the business operations of such Person and engages in substantially
      the same activities; or (4) any Affiliate of the Persons described in clauses
      (2) and (3) of this definition.  For purposes of this definition, the
      provisions of clause (2) of the definition of Affiliate shall be
      disregarded.

     

    “Relevant
      Documents” has the meaning specified in Section 11.02.

     

    “Reportable
      Event”
means any of the events set forth in Section 4043(c) of ERISA.

     

    “Required
      Banks”
means at any time the Banks having Loan Commitments aggregating at least 66-2/3%
      of the aggregate amount of all Loan Commitments; provided,
however, that during the existence of an Event of Default, the “Required
      Banks” shall be the Banks holding at least 66-2/3% of the then aggregate unpaid
      principal amount of the Loans.

     

    “Required
      Payment”
has the meaning specified in Section 10.12.

     

    “Replacement
      Bank”
and “Replacement Notice” have the respective meanings specified in Section
      3.07.

     

    “Restricted
      Payment” has the meaning specified in Section 8.01(5).

     

    “SFGLA”
means
      square feet of gross leaseable area.

     

    “Solvency
      Certificate” means a certificate in substantially the form of
      EXHIBIT E.

     

    “Solvent”
means,
      when used with respect to any Person, that (1) the fair value of the property
      of
      such Person, on a going concern basis, is greater than the total amount of
      liabilities (including, without limitation, contingent liabilities) of such
      Person, (2) the present fair saleable value of the assets of such Person, on
      a
      going concern basis, is not less than the amount that will be required to pay
      the probable liabilities of such Person on its debts as they become absolute
      and
      matured, (3) such Person does not intend to, and does not believe that it will,
      incur debts or liabilities beyond such Person’s ability to pay as such debts and
      liabilities mature, (4) such Person is not engaged in business or a transaction,
      and is not about to engage in business or a transaction, for which such Person’s
      property would constitute unreasonably small capital after giving due
      consideration to the prevailing practice in the industry in which such Person
      is
      engaged and (5) such Person has sufficient resources, provided that such
      resources are prudently utilized, to satisfy all of such Person’s
      obligations.  Contingent liabilities will be computed at the amount
      that, in light of all the facts and circumstances existing at such time,
      represents the amount that can reasonably be expected to become an actual or
      matured liability.

     

    “S&P”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies.

     

    “Sublimit”
shall
      mean each of the Dolphin Sublimit, the Fairlane Sublimit and the Twelve Oaks
      Sublimit, together with any Sublimit established for a New
      Borrower.  (“Sublimits” is the collective reference to all such
      Sublimits.)

     

    “Super
      Majority
      Banks” means Banks (which must include the Administrative Agent) having Loan
      Commitments aggregating at least eighty percent (80%) of the aggregate amount
      of
      all Loan Commitments.

     

    “Supplemental
      Fee
      Letter” means that certain letter agreement dated of even date herewith among
      Eurohypo and Borrowers.

     

    “Supplemental
      Note”
has the meaning specified in Section 2.19(c).

     

    “TCI”
means
      Taubman
      Centers, Inc., a Michigan corporation, TRG’s managing general
      partner.

     

    “TCI
      Financial
      Statements” means the consolidated balance sheet and related consolidated
      statement of operations, accumulated deficiency in assets and cash flows, and
      footnotes thereto, of TCI, prepared in accordance with GAAP.

     

    “Title
      Insurer”
means, for each Property, the issuer(s) of the title insurance policy(ies)
      insuring the Mortgage thereon.

     

    “TOLLC”
has
      the
      meaning set forth in the preamble to this Agreement.

     

    “TOLLC
      Sublimit”
means an aggregate principal amount of $330,062,043.83, as modified from time
      to
      time pursuant to Section 2.01(f) below.

     

    “Total
      Loan
      Commitment” means the sum of the Loan Commitments of all the
      Banks.  The Total Loan Commitment as of the date hereof is
      $550,000,000.

     

    “Total
      Outstanding
      Indebtedness” means the sum, without duplication, of (1) Consolidated
      Outstanding Indebtedness, (2) TRG’s Share of UJV Combined Outstanding
      Indebtedness and (3) Contingent Liabilities.

     

    “TRG
      Consolidated
      Financial Statements” means the consolidated balance sheet and related
      consolidated statement of operations, accumulated deficiency in assets and
      cash
      flows of TRG with annual financial statements (with footnotes thereto) to be
      prepared in accordance with GAAP and audited.

     

    “TRG
      Partners” has
      the meaning specified in Section 11.02(a).

     

    “TRG’s
      Accountants”
means KPMG LLP, or such other accounting firm(s) selected by TRG and reasonably
      acceptable to the Required Banks.

     

    “TRG’s
      Share of UJV
      Combined Outstanding Indebtedness” means the sum of the indebtedness of each of
      the UJVs contributing to UJV Combined Outstanding Indebtedness multiplied by
      TRG’s respective beneficial interests in each such UJV.

     

    “Twelve
      Oaks” means
      the parcel(s) of real property owned by TOLLC located in Novi, Michigan,
      together with the Improvements thereon owned by TOLLC.

     

    “UJV
      Combined
      Outstanding Indebtedness” means, as of any time, all indebtedness and liability
      for borrowed money (which shall be deemed to include obligations as lessee
      under
      Capital Leases), secured or unsecured, of the UJVs, including mortgage and
      other
      notes payable but excluding any indebtedness which is margin indebtedness
      secured by cash and cash equivalent securities, as reflected in the balance
      sheets of each of the UJVs, prepared in accordance with GAAP.

     

    “UJVs”
means
      the
      unconsolidated joint ventures in which TRG owns a beneficial interest and which
      are accounted for under the equity method in the TRG Consolidated Financial
      Statements.

     

    “United
      States” and
“U.S.” mean The United States of America.

     

    SECTION
      1.02  Accounting
      Terms.  All
      accounting terms not specifically defined herein shall be construed in
      accordance with GAAP.

     

    SECTION
      1.03  Computation
      of
      Time Periods.  Except
      as otherwise provided herein, 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 words “to” and “until” each means “to but
      excluding”.

     

    SECTION
      1.04  Rules
      of
      Construction.  Except
      as otherwise provided or indicated, when used in this Agreement (1) “or” is not
      exclusive, (2) a reference to a Law includes any amendment, modification or
      supplement to, or replacement of, such Law, (3) a reference to a Person includes
      its permitted successors and permitted assigns, (4) all references to the
      singular shall include the plural and viceversa, (5) a reference
      to an agreement, instrument or document shall include such agreement, instrument
      or document as the same may be amended, modified or supplemented from time
      to
      time in accordance with its terms and as permitted by the Loan Documents, (6)
      all references to Articles, Sections, Exhibits or Schedules shall be to Articles
      and Sections of, and Exhibits and Schedules to, this Agreement, (7) “hereunder”,
“herein”, “hereof” and the like refer to this Agreement as a whole and (8) all
      Exhibits and Schedules to this Agreement shall be incorporated into this
      Agreement.

     

    ARTICLE
      II

     

    


     

    THE
      LOANS

     

    SECTION
      2.01  The
      Loans.

     

    (a)  Subject
      to the
      terms and conditions of this Agreement, each of the Banks severally agrees
      to
      make a revolving loan to each Borrower up to such Bank’s Pro Rata Share of such
      Borrower’s Sublimit.  Each Bank shall from time to time advance and
      re-advance to Borrower an amount equal to such Bank’s Availability to such
      Borrower (each such loan by a Bank, a “Loan”; such loans, collectively, the
“Loans”).  Each borrowing of the Loans shall be made by
      Dolphin LLC, Fairlane LLC or TOLLC or simultaneously by any of
      Dolphin LLC, Fairlane LLC or TOLLC and shall be the separate obligation of
      the Borrower making such borrowing and not of the other Borrowers; provided
      that
      pursuant to the Guaranty, inter alia, Fairlane LLC and TOLLC shall
      guaranty each other’s Obligations and the Obligations of Dolphin LLC (so
      that (i) Fairlane LLC and TOLLC shall, as guarantors, be liable subject to
      the
      limitations set forth in the Guaranty, for each other’s Obligations and (ii)
      Fairlane LLC and TOLLC shall also, as guarantors, be liable, subject to the
      limitations set forth in the Guaranty, for the Obligations of Dolphin LLC,
      but Dolphin LLC shall not be liable for the Obligations of Fairlane LLC or
      TOLLC).  Each borrowing by a Borrower shall be made ratably from the
      Banks in proportion to their respective Pro Rata Shares.

     

    (b)  For
      purposes of
      determining usage of a Bank’s Loan Commitment (or Sublimit), a Bank’s Pro Rata
      Share of the amount of outstanding Letters of Credit shall be deemed to be
      advanced to TOLLC.

     

    (c)  Within
      the limits
      set forth herein, each Borrower may borrow from time to time under this
      Section 2.01 and prepay from time to time pursuant to Section 2.10
      (subject, however, to the restrictions on prepayment set forth in such Section)
      and thereafter re-borrow amounts which have been repaid pursuant to this Section
      2.01.

     

    (d)  The
      Loans may be
      outstanding as (1) Base Rate Loans, (2) LIBOR Loans or (3) a combination of
      the foregoing, as a Borrower shall elect and notify Administrative Agent in
      accordance with Section 2.15.  The LIBOR Loan and Base Rate Loan of
      each Bank shall be maintained at such Bank’s Applicable Lending Office for its
      LIBOR Loan and Base Rate Loan, respectively.

     

    (e)  The
      obligations of
      the Banks under this Agreement are several, and no Bank shall be responsible
      for
      the failure of any other Bank to make any advance of a Loan to be made by such
      other Bank.  However, the failure of any Bank to make any advance of
      the Loan to be made by it hereunder on the date specified therefor shall not
      relieve any other Bank of its obligation to make any advance of its Loan
      specified hereby to be made on such date.

     

    (f)  Borrowers
      may
      reallocate the Sublimits between them (and any New Borrower) no more frequently
      that once per quarter and no more frequently than twice per annum by not less
      than twenty-one (21) days’ prior written notice to Administrative Agent (who
      shall promptly forward such notice to the Banks).  Each proposed
      Sublimit must be such that at the time such Sublimit becomes effective such
      Sublimit for the applicable Property does not exceed the Borrowing Base Value
      of
      such Property.  (In order to increase the Sublimit for Dolphin above
      the current amount, Dolphin LLC will be required to amend the Mortgage on
      Dolphin so as to increase the amount secured thereby, pay the required
      documentary and intangible taxes and increase the amount of Lender’s title
      insurance policy with respect to Dolphin).  If Borrowers request that
      the Sublimit of a Property be increased by more than fifteen percent (15%)
      above
      the Sublimit as originally established in this Agreement and the Appraised
      Value
      of such Property was based on an appraisal prepared (as last updated) more
      than
      one (1) year prior to the Borrowers’ notice, then at the request of
      Administrative Agent (which request must be made within ten (10) Banking Days
      after notification to Administrative Agent of such proposed increase)
      Administrative Agent shall (at Borrowers’ expense) obtain an update of the
      Appraised Value of such Property, in which event the effective date of such
      increased Sublimit shall be delayed until such current Appraised Value is
      determined.  At any time a Sublimit is changed, Borrowers shall
      execute replacement notes as necessary to evidence any such changed
      Sublimit.  The Sublimits shall not at any time aggregate in excess of
      the Total Loan Commitment.

     

    SECTION
      2.02  Purpose.  Each
      Borrower shall use the proceeds of the Loans for general business purposes,
      including distributions to TRG for TRG’s general business
      purposes.  In no event shall proceeds of the Loans be used for any
      illegal purpose or for the purpose, whether immediate, incidental or ultimate,
      of buying or carrying “margin stock” within the meaning of Regulation
      U.

     

    SECTION
      2.03  Advances,
      Generally.  The
      Initial Advance shall be made upon satisfaction of the conditions set forth
      in
      Section 4.01.  Subsequent advances shall be made no more frequently
      than weekly upon satisfaction of the conditions set forth in Section
      4.02.  The amount of each advance to each Borrower subsequent to the
      Initial Advance shall be in the minimum amount of $1,000,000 (unless less than
      $1,000,000 is available for disbursement pursuant to the terms hereof at the
      time of any subsequent advance, in which case the amount of such subsequent
      advance shall be equal to such remaining availability) and in integral multiples
      of $100,000 above such amount.

     

    SECTION
      2.04  Procedures
      for
      Advances.  Each
      Borrower requesting an advance shall submit to Administrative Agent a request
      for each advance hereunder, in the form of EXHIBIT G-1 for Dolphin LLC,
      EXHIBIT G-2 for Fairlane LLC and EXHIBIT G-3 for TOLLC, stating the amount
      requested by such Borrower and certifying the purpose for which such advance
      is
      to be used, no later than 12:00 Noon (New York time) on the date (x) in the
      case
      of LIBOR Loans, three (3) Banking Days, and (y) in the case of Base Rate Loans,
      one (1) Banking Day prior to the date the advance is to be made. Administrative
      Agent, upon its receipt and approval of the requisite documents for the advance,
      will so notify the Banks either by telephone or by facsimile.  Not
      later than 11:00 a.m. (New York time) on the date of each advance, each Bank
      shall, through its Applicable Lending Office and subject to the conditions
      of
      this Agreement, make the amount to be advanced by it on such day available
      to
      Administrative Agent, at Administrative Agent’s Office and in immediately
      available funds for the account of the applicable Borrower.  The
      amount so received by Administrative Agent shall, subject to the conditions
      of
      this Agreement, be made available to the applicable Borrower, in immediately
      available funds, by Administrative Agent’s either, at the applicable Borrower’s
      option, crediting an account of the applicable Borrower designated by such
      Borrower and maintained with Administrative Agent at Administrative Agent’s
      Office or wiring said amount to another account of Borrower designated by it
      in
      its request for advance.

     

    SECTION
      2.05  Additional
      Conditions to Advances.  Each
      advance of the Loans shall be subject, in addition to the other limitations
      and
      conditions set forth herein, to, at Administrative Agent’s request,
      Administrative Agent’s receipt of a certificate, of the sort required by
      paragraph (3)(b) of Section 6.09, which shall demonstrate each Borrower’s and
      TRG’s compliance, as of the end of the most recently ended calendar quarter for
      which financial results are required hereunder to have been reported by each
      Borrower and TRG (and taking into account pro-forma adjustments for all
      acquisitions and Dispositions subsequent to the end of such quarter required
      to
      be reported pursuant to paragraph (6) of Section 6.09), with all covenants
      enumerated in said paragraph (3)(b), assuming that the amount that will be
      outstanding under the Loans following the making of the advance that is being
      requested was outstanding as of the end of such most recently ended calendar
      quarter.

     

    For
      purposes of the
      definition of “Applicable Margin” in Section 1.01, the Property Debt Yield shall
      be adjusted in accordance with the foregoing covenant compliance calculations
      (i) as of the date of each advance of the Loans, (ii) as of each date that
      financial results are or were required to be reported in accordance with Section
      6.09(3), whichever is earlier, and (iii) as of the date of release or addition
      of a Property in accordance with Section 12.06.

     

    SECTION
      2.06  Interest
      Periods; Renewals.  In
      the
      case of the LIBOR Loans, each Borrower shall select an Interest Period of any
      duration in accordance with the definition of Interest Period in Section 1.01,
      subject to the following limitations:  (1) no Interest Period may
      extend beyond the Maturity Date, (2) if an Interest Period would end on a day
      which is not a Banking Day, such Interest Period shall be extended to the next
      Banking Day, unless such Banking Day would fall in the next calendar month,
      in
      which event such Interest Period shall end on the immediately preceding Banking
      Day and (3) only three (3) discrete segments for each Borrower of a Bank’s Loan
      bearing interest at a LIBOR Interest Rate, for a designated Interest Period,
      pursuant to a particular Election, Conversion or Continuation, may be
      outstanding at any one time (each such segment of each Bank’s Loan corresponding
      to a proportionate segment of each of the other Banks’ Loans).

     

    Upon
      notice to
      Administrative Agent as provided in Section 2.15, the applicable Borrower
      may Continue any LIBOR Loan on the last day of the Interest Period of the same
      or different duration in accordance with the limitations provided
      above.  If a Borrower shall fail to give notice to Administrative
      Agent of such a Continuation, such Borrower’s LIBOR Loan shall automatically
      become a Base Rate Loan on the last day of the current Interest
      Period.

     

    SECTION
      2.07  Interest.  Each
      Borrower shall pay interest to Administrative Agent for the account of the
      applicable Bank on the outstanding and unpaid principal amount of its Loans,
      at
      a rate per annum as follows:  (1) for Base Rate Loans at a rate equal
      to the Base Rate plus the Applicable Margin and (2) for LIBOR Loans at a rate
      equal to the applicable LIBOR Interest Rate plus the Applicable
      Margin.  In addition, from and after the occurrence of an Event of
      Default, the outstanding and unpaid principal amount of the Loans shall bear
      interest at the Default Rate.

     

    The
      interest rate
      on Base Rate Loans shall change, without notice or demand of any kind, effective
      as of the day when the Base Rate changes.  Interest on Base Rate Loans
      and LIBOR Loans shall not exceed the maximum amount permitted under applicable
      law.  Interest shall be calculated for the actual number of days
      elapsed on the basis of, in the case of Base Rate Loans and LIBOR Loans, three
      hundred sixty (360) days.

     

    Accrued
      interest
      shall be due and payable in arrears upon and with respect to any payment or
      prepayment of principal and on the first Banking Day of each calendar month;
      provided, however, that interest accruing at the Default Rate
      shall be due and payable on demand.

     

    SECTION
      2.08  Fees.

     

    (a)    Borrowers
      shall, during the term of the Loans, pay to Administrative Agent (in proportion
      to their respective Sublimits) for the account of each Bank a facility fee
      (the
“Facility Fee”) computed on the daily Loan Commitment of such Bank (irrespective
      of usage), at a rate per annum equal to 0.15%, calculated on the basis of a
      year
      of three hundred sixty (360) days for the actual number of days
      elapsed.  The accrued facility fee shall be due and payable quarterly
      in arrears on the first Banking Day of each calendar quarter, commencing on
      the
      first such date after the Closing Date, and upon the Maturity Date (as stated,
      by acceleration or otherwise) or earlier termination of the Loan
      Commitments.

     

    (b)  Borrowers
      shall
      pay, to Administrative Agent, for the accounts of the parties specified therein,
      the fees provided for, on the dates specified, in the Supplemental Fee
      Letter.

     

    SECTION
      2.09  Notes.  The
      Loan made by each Bank under this Agreement shall be evidenced by, and repaid
      with interest in accordance with, a promissory note of the applicable Borrower
      in the form of EXHIBIT C-1 for Dolphin LLC, EXHIBIT C-2 for Fairlane LLC
      and EXHIBIT C-3 for TOLLC, duly completed and executed by the applicable
      Borrower, in a principal amount equal to such Bank’s Loan Commitment allocable
      to such Borrower, payable to such Bank for the account of its Applicable Lending
      Office (each such note, as the same may hereafter be amended, modified,
      extended, severed, assigned, substituted, renewed or restated from time to
      time,
      including any substitute or additional note(s) pursuant to Section 2.19, 3.07
      or
      12.05, a “Note”; all such notes, collectively, the “Notes”).  The
      Notes shall mature, and all outstanding principal and accrued interest and
      other
      sums thereunder shall be paid in full, on the Maturity Date, as the same may
      be
      accelerated.

     

    Each
      Bank is hereby
      authorized by each Borrower to endorse on the schedule attached to the Notes
      held by it, the amount of each advance, and each payment of principal received
      by such Bank for the account of its Applicable Lending Office(s) on account
      of
      its Loan, which endorsement shall, in the absence of manifest error, be
      conclusive as to the outstanding balance of the Loan made by such
      Bank.  The failure by any Bank to make such notations with respect to
      its Loan or each advance or payment shall not limit or otherwise affect the
      obligations of any Borrower under this Agreement, the Notes or otherwise in
      respect of the Loans.

     

    In
      case of any
      loss, theft, destruction or mutilation of any Bank’s Note, the applicable
      Borrower shall, upon its receipt of an affidavit of an officer of such Bank
      as
      to such loss, theft, destruction or mutilation and an appropriate
      indemnification (in form and substance reasonably acceptable to such Borrower),
      execute and deliver a replacement Note to such Bank in the same principal amount
      and otherwise of like tenor as the lost, stolen, destroyed or mutilated
      Note.

     

    SECTION
      2.10  Prepayments.  Each
      Borrower may, upon at least one (1) Banking Day’s notice to Administrative Agent
      in the case of the Base Rate Loans, and at least two (2) Banking Days’ notice to
      Administrative Agent in the case of LIBOR Loans, prepay the Loans made to such
      Borrower, provided that (1) any partial prepayment under this Section shall
      be
      in integral multiples of $1,000,000, (2) each prepayment under this Section
      shall include all interest accrued on the amount of principal prepaid through
      the date of prepayment and (3) each prepayment shall include any amounts payable
      to a Lender pursuant to Section 3.05 as a result of such prepayment of a LIBOR
      Loan.

     

    SECTION
      2.11  Termination
      of
      Commitments.

     

    (a)    At
      any
      time, any Borrower shall have the right, without premium or penalty, to
      terminate any unused Loan Commitments made available to such Borrower, in whole
      or in part, from time to time, provided that (1) such Borrower shall give
      notice of each such termination to Administrative Agent, specifying the amount
      of the termination, no later then 10:00 a.m. (New York time) on the date which
      is fifteen (15) days prior to the effectiveness of such termination (a copy
      of
      which notice Administrative Agent shall promptly send to each Bank), (2) the
      Loan Commitments of each of the Banks must be terminated ratably and
      simultaneously with those of the other Banks and (3) each partial termination
      of
      the Loan Commitments as a whole (and corresponding reduction of the Total Loan
      Commitment) shall be in an integral multiple of $1,000,000.  The
      reallocation of a Sublimit from one Borrower to another shall not constitute
      a
      termination of Loan Commitments hereunder.

     

    (b)  The
      Loan
      Commitments, to the extent terminated, may not be reinstated.

     

    SECTION
      2.12  Method
      of
      Payment.  Each
      Borrower shall make each payment under this Agreement and under its Notes not
      later than 2:00 p.m. (New York time) on the date when due in Dollars to
      Administrative Agent at Administrative Agent’s Office in immediately available
      funds.  Administrative Agent will thereafter, on the day of its
      receipt of each such payment, cause to be distributed to each Bank (1) such
      Bank’s appropriate share (based upon the respective outstanding principal
      amounts and rate(s) of interest under the related Notes of the Banks) of the
      payments of principal and interest in like funds for the account of such Bank’s
      Applicable Lending Office and (2) fees payable to such Bank in accordance with
      the terms of this Agreement.  In the event payments received by
      Administrative Agent from any Borrower before 2:00 p.m. (New York time) are
      not distributed by Administrative Agent to a Bank on the day of its receipt
      thereof, Administrative Agent shall pay interest on such Bank’s appropriate
      share thereof at the Federal Funds Rate until distributed to such
      Bank.

     

    Except
      to the
      extent otherwise provided herein, whenever any payment to be made under this
      Agreement or under the Notes is due on any day other than a Banking Day, such
      payment shall be made on the next succeeding Banking Day, and such extension
      of
      time shall in such case be included in the computation of the payment of
      interest and other fees, as the case may be.

     

    SECTION
      2.13  Elections,
      Conversions or Continuation of Loans.  Subject
      to the provisions of Article III and Sections 2.06 and 2.14, each Borrower
      shall
      have the right to Elect to have all or a portion of any advance of the Loans
      made to it be LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans, to
      Convert LIBOR Loans into Base Rate Loans, or to Continue LIBOR Loans as LIBOR
      Loans, at any time or from time to time, provided that (1) such Borrower shall
      give Administrative Agent notice of each such Election, Conversion or
      Continuation as provided in Section 2.15 and (2) a LIBOR Loan may be Converted
      or Continued only on the last day of the applicable Interest Period for such
      LIBOR Loan.  Except as otherwise provided herein, each Election,
      Continuation and Conversion shall be applicable to each Bank’s Loan in
      accordance with its Pro Rata Share.  In no event shall any Borrower
      have the right to Elect to have Loans be LIBOR Loans if an Event of Default
      exists.

     

    SECTION
      2.14  Minimum
      Amounts.  With
      respect to each Loan made to a Borrower as a whole, each Election and each
      Conversion by such Borrower shall be in an amount at least equal to $1,000,000
      and in integral multiples of $100,000.

     

    SECTION
      2.15  Certain
      Notices
      Regarding Elections, Conversions and Continuations of Loans.  Notices
      by any Borrower to Administrative Agent of Elections, Conversions and
      Continuations of LIBOR Loans shall be irrevocable and shall be effective only
      if
      received by Administrative Agent not later than 12:00 Noon (New York time)
      on
      the number of Banking Days prior to the date of the relevant Election,
      Conversion or Continuation specified below:

     

    
      	
               

              Notice

               

            	
               

              Number
                of

              Banking
                Days
                Prior

               

            
	
               

              Conversions
                into Base Rate Loans

               

            	
               

              one
                (1)

               

            
	
               

              Elections
                of,
                Conversions into or Continuations as, LIBOR Loans

               

            	
               

              three
                (3)

               

            
	 	 


    

    Promptly
      following
      its receipt of any such notice, Administrative Agent shall so advise the Banks
      either by telephone or by facsimile.  Each such notice of Election
      shall specify the portion of the amount of the advance that is to be LIBOR
      Loans
      (subject to Section 2.14) and the duration of the Interest Period applicable
      thereto (subject to Section 2.06); each such notice of Conversion shall specify
      the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of
      Conversion or Continuation shall specify the date of Conversion or Continuation
      (which shall be a Banking Day), the amount thereof (subject to Section 2.14)
      and
      the duration of the Interest Period applicable thereto (subject to Section
      2.06).  In the event that any Borrower fails to Elect to have any
      portion of an advance made to it be LIBOR Loans, the entire amount of such
      advance shall constitute Base Rate Loans.  In the event that any
      Borrower fails to Continue LIBOR Loans made to it within the time period and
      as
      otherwise provided in this Section, such LIBOR Loans will be automatically
      Converted into Base Rate Loans on the last day of the then current applicable
      Interest Period for such LIBOR Loans.

     

    SECTION
      2.16  Late
      Payment
      Premium.  Each
      Borrower shall, at Administrative Agent’s option, pay to Administrative Agent
      for the account of the Banks a late payment premium in the amount of 4% of
      any
      payments of interest under the Loans made more than fifteen (15) days after
      the
      due date thereof, which shall be due with any such late payment.

     

    SECTION
      2.17  Letters
      of
      Credit.

     

    (a)    TOLLC
      may request, in lieu of advances of proceeds of its Loans, that Administrative
      Agent issue unconditional, irrevocable standby letters of credit (each, a
“Letter of Credit”) for the account of TOLLC, payable by sight drafts, for such
      beneficiaries and with such other terms as TOLLC shall specify.  TOLLC
      may request Letters of Credit be issued the purposes of which are for its own
      general business purposes or the general business purposes of TRG or its
      Affiliates.

     

    (b)  The
      amount of any
      Letter of Credit shall not exceed the lesser of (1) $50,000,000 less the amount
      of all other Letters of Credit then issued and outstanding or (2) the amount
      available for disbursement to TOLLC hereunder, it being understood that the
      amount of each Letter of Credit issued and outstanding shall effect a reduction,
      by an equal amount, of the amount available for disbursement hereunder as
      provided in Section 2.01.

     

    (c)  There
      shall be no
      minimum amount in which a Letter of Credit may be issued. The procedures for
      the
      issuance of each Letter of Credit shall be the same as the procedures applicable
      to the making of advances as set forth in the first sentence of Section 2.04,
      and such issuance shall be subject to TOLLC’s compliance with the conditions
      precedent set forth in Section 4.02.  Upon Administrative Agent’s
      receipt of a request for the issuance of, and upon its issuance of, each Letter
      of Credit (or any material amendment thereto), it shall promptly notify each
      of
      the Banks.

     

    (d)  Administrative
      Agent’s issuance of each Letter of Credit shall be subject to TOLLC’s
      satisfaction of all conditions precedent to its entitlement to an advance of
      proceeds of the Loans.

     

    (e)  Each
      Letter of
      Credit shall have an expiration date of no later than the earlier of one (1)
      month prior to the Maturity Date or one (1) year after the date of its
      issuance.

     

    (f)  In
      connection with,
      and as a further condition to the issuance of, each Letter of Credit, TOLLC
      shall execute and deliver to Administrative Agent an application for the Letter
      of Credit on Administrative Agent’s standard form therefor, together with such
      other documents, opinions and assurances as Administrative Agent shall
      reasonably require.

     

    (g)  In
      connection with
      each Letter of Credit, TOLLC hereby covenants to pay to Administrative Agent
      the
      following fees, each payable quarterly in arrears (on the first Banking Day
      of
      each calendar quarter following the issuance of the Letter of Credit): (i)
      a fee
      for the account of the Banks, computed daily on the amount of the Letter of
      Credit issued and outstanding at a rate per annum equal to the “Banks’ L/C Fee
      Rate” (as hereinafter defined) and (ii) a fee for Administrative Agent’s own
      account, computed daily on the amount of the Letter of Credit issued and
      outstanding at a rate per annum of 0.125%.  For purposes of this
      Agreement, the “Banks’ L/C Fee Rate” shall mean, at any time, a rate per annum
      equal to the Applicable Margin for LIBOR Loans (plus, if an Event of Default
      exists, three percent (3%) per annum).  It is understood and agreed
      that the last installment of the fees provided for in this paragraph (g) with
      respect to any particular Letter of Credit shall be due and payable on the
      first
      day of the calendar quarter following the return, undrawn, or cancellation
      of
      such Letter of Credit (or on the date the Loan matures or this Agreement is
      terminated, if earlier).  In addition, TOLLC shall pay Administrative
      Agent’s customary administrative fees and expenses in connection with the
      issuance, extension, amendment, drawing and cancellation of all Letters of
      Credit.

     

    (h)  Immediately
      upon
      notice from Administrative Agent of any drawing under a Letter of Credit, each
      Bank shall, notwithstanding the existence of a Default or Event of Default
      or
      the non-satisfaction of any conditions precedent to the making of an advance
      of
      the Loans, advance proceeds of its Loan, in an amount equal to its Pro Rata
      Share of such drawing (plus interest accrued thereon), which advance shall
      be
      made to Administrative Agent to reimburse Administrative Agent, for its own
      account, for such drawing.  Each Bank further acknowledges that its
      obligation to fund its Pro Rata Share of drawings under Letters of Credit as
      aforesaid shall survive the Banks’ termination of this Agreement or enforcement
      of remedies hereunder or under the other Loan Documents.  In the event
      that any Loan cannot for any reason be made on the date otherwise required
      above
      (including, without limitation, as a result of the commencement of a proceeding
      under any applicable bankruptcy or insolvency Law with respect to TOLLC or
      any
      other Borrower), then each Bank shall purchase (on or as of the date such Loan
      would otherwise have been made) from Administrative Agent a participation
      interest in any unreimbursed drawing in an amount equal to its Pro Rata Share
      of
      such unreimbursed drawing (plus interest accrued thereon).

     

    (i)  Upon
      the occurrence
      of an Event of Default and at the request of Administrative Agent, TOLLC shall
      (i) deposit with Administrative Agent cash collateral in the amount of all
      the
      outstanding Letters of Credit, which cash collateral shall be held by
      Administrative Agent as security for TOLLC’s obligations in connection with the
      Letters of Credit and (ii) execute and deliver to Administrative Agent such
      documents as Administrative Agent requests to confirm and perfect the assignment
      of such cash collateral to Administrative Agent.

     

    SECTION
      2.18  Extension
      Of
      Maturity.  Borrowers
      shall have the option (the “Extension Option”) to extend the original Maturity
      Date for a single period of one (1) year.  Subject to the conditions
      set forth below, Borrowers may exercise the Extension Option by delivering
      a
      notice to Administrative Agent between thirty (30) and ninety (90) days prior
      to
      the original Maturity Date (a “Notice to Extend”), stating that each Borrower
      has elected to extend the original Maturity Date for one (1)
      year.  Borrowers’ right to exercise the Extension Option shall be
      subject to the following terms and conditions:  (i) there shall exist
      no Event of Default on both the date Borrowers deliver the Notice to Extend
      to
      Administrative Agent and on the original Maturity Date, (ii) Borrowers shall
      have paid, no later than one (1) Banking Day prior to the original Maturity
      Date, to Administrative Agent, for the account of each Bank, a non-refundable
      extension fee equal to 0.20% of such Bank’s Loan Commitment, (iii) Borrowers and
      TRG shall be in compliance with the covenants contained in Articles VII and
      VIII, as evidenced by a certificate from TRG of the sort required by paragraph
      (3) of Section 6.09 (based on financial results for the most recent calendar
      quarter for which TRG is required to report financial results) and (iv) the
      Total Loan Commitment does not exceed the sum of the Borrowing Base Values
      of
      the Property or Properties then securing the Loans (as reflected in an update
      to
      the appraisal(s) delivered pursuant to Section 2.01(f), paragraph (7) of Section
      4.01 or subparagraph (b)(vi) of Section 12.06, as the case may be), it being
      understood that Borrowers may comply with the condition set forth in this clause
      (iv) by exercising its right to terminate unused Loan Commitments in accordance
      with Section 2.11.

     

    SECTION
      2.19  Additional
      Loan
      Commitments.

     

    (a)    So
      long
      as no Event of Default exists, the Total Loan Commitment may be increased in
      one
      or more increments by an aggregate amount of up to $100,000,000 for a maximum
      aggregate Total Loan Commitment not to exceed $650,000,000, as provided in
      this
      Section.  No Bank shall have any obligation to increase its Loan
      Commitment and the approval of an additional Property by a Bank shall not
      constitute an agreement by such Bank to increase its Loan
      Commitment.  The initial increase in the Total Loan Commitment and, to
      the extent required to satisfy the conditions in subparagraph (b) of this
      Section 2.19, subsequent increases shall be conditioned on a New Borrower
      causing the addition of one or more Properties (as required) in accordance
      with
      Section 12.06 as security for the payment and performance of New Borrower’s
      Obligations, as the case may be.  Prior to any such increase in the
      Total Loan Commitment, Borrower shall have notified Administrative Agent and
      the
      Banks of the Sublimits allocable to such New Borrower (and any changes to the
      Sublimits with respect to any existing Borrowers).  The proposed
      Sublimits for the New Borrower (and any existing Borrower) must satisfy the
      requirements of Section 2.01(f).

     

    (b)  Notwithstanding
      the
      foregoing, no increase in the Total Loan Commitment may be effectuated which
      would cause the Total Loan Commitment to exceed the sum of the Borrowing Base
      Value of the Property or Properties then securing the Loans.

     

    (c)  Each
      increase in
      the Total Loan Commitment may be effectuated by some or all of the then-existing
      Banks (the “Existing Banks”) increasing their respective Loan Commitments and/or
      by the undertaking of a Loan Commitment by a bank or other institutional lender
      or similar entity that is not an Existing Bank and is approved by Borrowers
      and
      the New Borrower, if applicable, and Administrative Agent, such approvals not
      to
      be unreasonably withheld (any such entity so approved referred to herein as
      a
“New Bank”).  In connection with any increases to the Loan Commitment
      of an Existing Bank, (i) the applicable Borrower shall execute a supplemental
      Note (the “Supplemental Note”) (or a replacement Note) in favor of the Existing
      Bank evidencing such increase or (ii) the New Borrower shall execute a new
      Note
      (“New Borrower Note”) in favor of such Existing Bank evidencing the indebtedness
      to such Existing Bank, and such Borrower or New Borrower, as the case may be,
      and such Existing Bank shall execute an addendum and joinder to this Agreement
      providing for such increased Loan Commitment and by which (i) such Borrower
      shall acknowledge the increase in principal amount of its Loan or (ii) such
      New
      Borrower shall acknowledge its Obligations with respect to the Loans being
      made
      to it and agree to be a Borrower under this Agreement and to be bound by all
      the
      terms, conditions and covenants herein contained and which addendum and joinder
      shall be in such form as Administrative Agent shall reasonably
      request.  In connection with the addition of New Banks as provided
      above, Borrowers, New Borrower (if any), Administrative Agent and each New
      Bank
      shall execute an Acceptance Letter in the form of EXHIBIT H (an “Acceptance
      Letter”), such Borrower or New Borrower, as the case may be, shall execute a
      Note to each New Bank in the amount of the New Bank’s Loan Commitment (a “New
      Note”), whereupon the New Bank shall become, and have the rights and obligations
      of, a “Bank” under this Agreement as if directly a party hereto, with a Loan
      Commitment in the amount set forth in such Acceptance Letter.  The
      Banks shall have no right of approval with respect to a New Bank’s becoming a
      Bank or the amount of its Loan Commitment (subject to the limits contained
      herein on the maximum amount of the Total Loan Commitment).  The
      amount of any commitment fee with respect to any new or increased Loan
      Commitment shall be as agreed to by New Borrower and the New Bank or Existing
      Bank issuing such new or increased Loan Commitment.  Each Supplemental
      Note, New Borrower Note and New Note shall constitute a “Note” for all purposes
      of this Agreement.

     

    (d)  If
      at the time a
      New Bank becomes a Bank (or an Existing Bank increases its Loan Commitment)
      pursuant to this Section there is any principal outstanding under the Notes
      of
      the Existing Banks, such New Bank (or Existing Bank increasing its Loan
      Commitment) shall remit to Administrative Agent an amount equal to the
      Outstanding Percentage (as defined below) multiplied by the Loan Commitment
      of
      the New Bank (or the amount of the increase in the Loan Commitment of an
      Existing Bank increasing its Loan Commitment), which amount shall be deemed
      advanced under the Loan of the New Bank (or the Existing Bank increasing its
      Loan Commitment).  Administrative Agent shall pay such amount to the
      Existing Banks in accordance with the Existing Banks’ respective Pro Rata Shares
      (as calculated immediately prior to the admission of the New Bank (or the
      increase in an Existing Bank’s Loan Commitment)), and such payment shall effect
      an automatic reduction of the outstanding principal balance under the respective
      Notes of the Existing Banks.  For purposes of this Section, the term
“Outstanding Percentage” means the ratio of (i) the aggregate outstanding
      principal amount under the Notes of the Existing Banks, immediately prior to
      the
      admission of the New Bank (or the increase in the Loan Commitment of an Existing
      Bank), to (ii) the aggregate of the Loan Commitments of the Existing Banks
      (as
      increased pursuant to this Section, if applicable) and the New
      Bank.  Borrowers, New Borrower (if any) and Administrative Agent shall
      cooperate in scheduling the effective date of any new or increased Loan
      Commitment so as to coincide, to the extent feasible, with the expiration of
      Interest Periods in order to avoid the incurrence by any Borrower of breakage
      costs with respect to any LIBOR Loan pursuant to Section 3.05.

     

    ARTICLE
      III

     

    


     

    YIELD
      PROTECTION; ILLEGALITY; ETC.

     

    SECTION
      3.01  Additional
      Costs.  Each
      Borrower shall pay directly to each Bank from time to time on demand such
      amounts as such Bank may determine to be necessary to compensate it for any
      increased costs which such Bank determines are attributable to its making or
      maintaining a LIBOR Loan, or its obligation to make or maintain a LIBOR Loan,
      or
      its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any
      reduction in any amount receivable by such Bank hereunder in respect of its
      LIBOR Loan or such obligations (such increases in costs and reductions in
      amounts receivable being herein called “Additional Costs”), in each case
      resulting from any Regulatory Change which:

     

    (1)  changes
      the basis
      of taxation of any amounts payable to such Bank under this Agreement or the
      Notes in respect of any such LIBOR Loan (other than changes in the rate of
      general corporate, franchise, branch profit, net income or other income tax
      imposed on such Bank or its Applicable Lending Office by the jurisdiction in
      which such Bank has its principal office or such Applicable Lending Office);
      or

     

    (2)  (other
      than to the
      extent the LIBOR Reserve Requirement is taken into account in determining the
      LIBOR Rate at the commencement of the applicable Interest Period) imposes or
      modifies any reserve, special deposit, deposit insurance or assessment, minimum
      capital, capital ratio or similar requirements relating to any extensions of
      credit or other assets of, or any deposits with or other liabilities of, such
      Bank (including any LIBOR Loan or any deposits referred to in the definition
      of
“LIBOR Interest Rate” in Section 1.01), or any commitment of such Bank
      (including such Bank’s Loan Commitment hereunder); or

     

    (3)  imposes
      any other
      condition affecting this Agreement or the Notes (or any of such extensions
      of
      credit or liabilities).

     

    Notwithstanding
      the
      foregoing, in the event that any Bank determines that it shall incur Additional
      Costs in maintaining a LIBOR Loan, such Bank shall provide notice thereof to
      Borrowers (with a copy to Administrative Agent), which notice shall include
      the
      dollar amount of the Additional Costs, and each Borrower shall have the option,
      which option must be exercised within five (5) Banking Days of such Borrower’s
      receipt of such notice, to prepay such LIBOR Loan or to Convert such LIBOR
      Loan
      into a Base Rate Loan, subject, however, to the provisions of Section
      3.05.

     

    Without
      limiting
      the effect of the provisions of the first paragraph of this Section, in the
      event that, by reason of any Regulatory Change, any Bank either (1) incurs
      Additional Costs based on or measured by the excess above a specified level
      of
      the amount of a category of deposits or other liabilities of such Bank which
      includes deposits by reference to which the LIBOR Interest Rate is determined
      as
      provided herein or a category of extensions of credit or other assets of such
      Bank which includes loans based on the LIBOR Interest Rate or (2) becomes
      subject to restrictions on the amount of such a category of liabilities or
      assets which it may hold, then, if such Bank so elects by notice to Borrowers
      (with a copy to Administrative Agent), the obligation of such Bank to permit
      Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans
      shall
      be suspended (in which case the provisions of Section 3.04 shall be applicable)
      until such Regulatory Change ceases to be in effect.

     

    Determinations
      and
      allocations by a Bank for purposes of this Section of the effect of any
      Regulatory Change pursuant to the first or second paragraph of this Section,
      on
      its costs or rate of return of making or maintaining its Loan or portions
      thereof or on amounts receivable by it in respect of its Loan or portions
      thereof, and the amounts required to compensate such Bank under this Section,
      shall be conclusive absent manifest error.

     

    To
      the extent that
      changing the jurisdiction of a Bank’s Applicable Lending Office would have the
      effect of minimizing Additional Costs, each such Bank shall use reasonable
      efforts to make such a change, provided that same would not otherwise be
      disadvantageous to each such Bank.

     

    No
      Bank shall be
      entitled to any compensation pursuant to this Section relating to any period
      more than ninety (90) days prior to the date notice thereof is given to
      Borrowers by such Bank.

     

    SECTION
      3.02  Limitation
      on
      Types of Loans.  Anything
      herein to the contrary notwithstanding, if, on or prior to the determination
      of
      the LIBOR Interest Rate for any Interest Period:

     

    (1)  Administrative
      Agent determines (which determination shall be conclusive) that quotations
      of
      interest rates for the relevant deposits referred to in the definition of “LIBOR
      Interest Rate” in Section 1.01 are not being provided in the relevant amounts or
      for the relevant maturities for purposes of determining rates of interest for
      the LIBOR Loans as provided herein; or

     

    (2)  a
      Bank determines
      (which determination shall be conclusive) and promptly notifies Administrative
      Agent that the relevant rates of interest referred to in the definition of
      “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of
      interest for LIBOR Loans for such Interest Period is to be determined do not
      adequately cover the cost to such Bank of making or maintaining such LIBOR
      Loan
      for such Interest Period;

     

    then
      Administrative
      Agent shall give Borrowers prompt notice thereof, and so long as such condition
      remains in effect, the Banks (or, in the case of the circumstances described
      in
      clause (2) above, the affected Bank) shall be under no obligation to permit
      Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to
      Continue LIBOR Loans and each Borrower shall, on the last day(s) of the then
      current Interest Period(s) for the affected outstanding LIBOR Loans, either
      (x)
      prepay the affected LIBOR Loans or (y) Convert the affected LIBOR Loans into
      Base Rate Loans in accordance with Section 2.13.

     

    SECTION
      3.03  Illegality.  Notwithstanding
      any other provision of this Agreement, in the event that it becomes unlawful
      for
      any Bank or its Applicable Lending Office to honor its obligation to make or
      maintain a LIBOR Loan hereunder, to allow Elections or Continuations of a LIBOR
      Loan or to Convert a Base Rate Loan into a LIBOR Loan, then such Bank shall
      promptly notify Administrative Agent and Borrowers thereof and such Bank’s
      obligation to make or maintain a LIBOR Loan, or to permit Elections or
      Continuations of, to Continue, or to Convert its Base Rate Loan into, a LIBOR
      Loan shall be suspended (in which case the provisions of Section 3.04 shall
      be
      applicable) until such time as such Bank may again make and maintain a LIBOR
      Loan.

     

    SECTION
      3.04  Treatment
      of
      Affected Loans.  If
      the
      obligations of any Bank to permit an Election of a LIBOR Loan, to Continue
      its
      LIBOR Loan, or to Convert its Base Rate Loan into a LIBOR Loan, are suspended
      pursuant to Sections 3.01 or 3.03 (each LIBOR Loan so affected being herein
      called an “Affected Loan”), such Bank’s Affected Loan shall be automatically
      Converted into a Base Rate Loan on the last day of the then current Interest
      Period for the Affected Loan (or, in the case of a Conversion required by
      Sections 3.01 or 3.03, on such earlier date as such Bank may specify to
      Borrowers).

     

    To
      the extent that
      such Bank’s Affected Loan has been so Converted, all payments and prepayments of
      principal which would otherwise be applied to such Bank’s Affected Loan shall be
      applied instead to its Base Rate Loan and such Bank shall have no obligation
      to
      Convert its Base Rate Loan into a LIBOR Loan.

     

    In
      the event that
      the conditions giving rise to the suspension of any Bank’s obligations to permit
      an Election of a LIBOR Loan, to Continue its LIBOR Loan, or to Convert its
      Base
      Rate Loan into a LIBOR Loan shall cease to exist, such Bank shall provide
      Borrowers with prompt notice of same (with a copy to Administrative Agent),
      and
      such Bank shall again be obligated to permit an Election of a LIBOR Loan, to
      Continue its LIBOR Loan, or to Convert its Base Rate Loan into a LIBOR Loan
      in
      accordance with this Agreement.

     

    SECTION
      3.05  Certain
      Compensation.  Each
      Borrower shall pay to Administrative Agent for the account of the applicable
      Bank, upon the request of such Bank through Administrative Agent, such amount
      or
      amounts as shall be sufficient (in the reasonable opinion of such Bank) to
      compensate it for any loss, cost or expense which such Bank determines is
      attributable to:

     

    (1)  any
      payment,
      prepayment, Conversion or Continuation of a LIBOR Loan made by such Bank to
      such
      Borrower on a date other than the last day of an applicable Interest Period,
      whether by reason of acceleration or otherwise; or

     

    (2)  any
      failure by such
      Borrower for any reason to Convert or Continue a LIBOR Loan to be Converted
      or
      Continued by such Bank on the date specified therefor in the relevant notice
      under Section 2.15; or

     

    (3)  any
      failure by such
      Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan which would
      otherwise be made hereunder on the date specified in the relevant Election
      notice under Section 2.15 given or submitted by such Borrower.

     

    Without
      limiting
      the foregoing, such compensation shall include an amount equal to the present
      value (using as the discount rate an interest rate equal to the rate determined
      under clause (2) below) of the excess, if any, of (1) the amount of interest
      which otherwise would have accrued on the principal amount so paid, prepaid,
      Converted or Continued (or not Converted, Continued or borrowed) for the period
      from the date of such payment, prepayment, Conversion or Continuation (or
      failure to Convert, Continue or borrow) to the last day of the then current
      applicable Interest Period (or, in the case of a failure to Convert, Continue
      or
      borrow, to the last day of the applicable Interest Period which would have
      commenced on the date specified therefor in the relevant notice) at the
      applicable rate of interest for the LIBOR Loan provided for herein, over (2)
      the
      amount of interest (as reasonably determined by such Bank) based upon the
      interest rate which such Bank would have bid in the London interbank market
      for
      Dollar deposits, for amounts comparable to such principal amount and maturities
      comparable to such period.  A determination of any Bank as to the
      amounts payable pursuant to this Section shall be conclusive absent manifest
      error.

     

    SECTION
      3.06  Capital
      Adequacy.  If
      any
      Bank shall have determined that, after the date hereof, the adoption of any
      applicable law, rule or regulation regarding capital adequacy, or any change
      therein, or any change in the interpretation or administration thereof by any
      Governmental Authority, central bank or comparable agency charged with the
      interpretation or administration thereof, or any request or directive regarding
      capital adequacy (whether or not having the force of law) of any such
      Governmental Authority, central bank or comparable agency, has or would have
      the
      effect of reducing the rate of return on capital of such Bank (or its Parent)
      as
      a consequence of such Bank’s obligations hereunder to a level below that which
      such Bank (or its Parent) could have achieved but for such adoption, change,
      request or directive (taking into consideration its policies with respect to
      capital adequacy) by an amount deemed by such Bank to be material, then from
      time to time, within fifteen (15) days after demand by such Bank (with a copy
      to
      Administrative Agent), each Borrower shall pay to such Bank such additional
      amount or amounts as will compensate such Bank (or its Parent) for such
      reduction with respect to a Loan made to such Borrower.  A certificate
      of any Bank claiming compensation under this Section, setting forth in
      reasonable detail the basis therefor, shall be conclusive absent manifest
      error.

     

    SECTION
      3.07  Replacement
      of
      Banks.  If
      any
      Bank (an “Affected Bank”) (i) makes demand upon Borrowers for (or if Borrowers
      are otherwise required to pay) Additional Costs pursuant to Section 3.01 or
      (ii)
      gives notice to Borrowers that such Bank is unable to make or maintain a LIBOR
      Loan as a result of a condition described in Section 3.03 or clause (2) of
      Section 3.02, Borrowers may, within ninety (90) days of receipt of such demand
      or notice (or the occurrence of such other event causing Borrowers to be
      required to pay Additional Costs or causing said Section 3.03 or clause (2)
      of
      Section 3.02 to be applicable), as the case may be, give notice (a “Replacement
      Notice”) to Administrative Agent (which will promptly forward a copy of such
      notice to each Bank) of Borrowers’ intention either (x) to prepay in full the
      Affected Bank’s Notes and to terminate the Affected Bank’s entire Loan
      Commitment or (y) to replace the Affected Bank with another financial
      institution (the “Replacement Bank”) designated in such Replacement
      Notice.

     

    In
      the event
      Borrowers opt to give the notice provided for in clause (x) above, and if the
      Affected Bank shall not agree within thirty (30) days of its receipt thereof
      to
      waive the payment of the Additional Costs in question or the effect of the
      circumstances described in Section 3.03 or clause (2) of Section 3.02, then,
      so
      long as no Default or Event of Default shall exist, Borrowers may
      (notwithstanding the provisions of clause (2) of Section 2.11(a)) terminate
      the
      Affected Bank’s entire Loan Commitment, provided that in connection therewith it
      pays to the Affected Bank all outstanding principal and accrued and unpaid
      interest under the Affected Bank’s Notes, together with all other amounts, if
      any, due from Borrowers to the Affected Bank, including all amounts properly
      demanded and unreimbursed under this Article III.

     

    In
      the event
      Borrowers opt to give the notice provided for in clause (y) above, and if (i)
      Administrative Agent shall, within thirty (30) days of its receipt of the
      Replacement Notice, notify Borrowers and each Bank in writing that the proposed
      Replacement Bank is reasonably satisfactory to Administrative Agent and (ii)
      the
      Affected Bank shall not, prior to the end of such thirty (30)-day period, agree
      to waive the payment of the Additional Costs in question or the effect of the
      circumstances described in Section 3.03 or clause (2) of Section 3.02, then
      the
      Affected Bank shall, so long as no Default or Event of Default shall exist,
      assign its Notes and all of its rights and obligations under this Agreement
      and
      the other Loan Documents to the Replacement Bank, and the Replacement Bank
      shall
      assume all of the Affected Bank’s rights and obligations, pursuant to an
      agreement, substantially in the form of an Assignment and Assumption Agreement,
      executed by the Affected Bank and the Replacement Bank.  In connection
      with such assignment and assumption, the Replacement Bank shall pay to the
      Affected Bank an amount equal to the outstanding principal amount under the
      Affected Bank’s Notes plus all interest accrued thereon, plus all other amounts,
      if any (other than the Additional Costs in question), then due and payable
      to
      the Affected Bank; provided, however, that prior to or
      simultaneously with any such assignment and assumption, Borrowers shall have
      paid to such Affected Bank all amounts properly demanded and unreimbursed under
      this Article III.  Upon the effective date of such assignment and
      assumption and the payment by the Replacement Bank to Administrative Agent
      of a
      fee, for Administrative Agent’s own account, in the amount of $3,500, the
      Replacement Bank shall become a Bank Party to this Agreement and shall have
      all
      the rights and obligations of a Bank as set forth in such Assignment and
      Assumption Agreement, and the Affected Bank shall be released from its
      obligations hereunder, and no further consent or action by any party shall
      be
      required.  Upon the consummation of any assignment pursuant to this
      Section, substitute Notes shall be issued to the Replacement Bank by the
      Borrowers, in exchange for the return of the Affected Bank’s
      Notes.  The obligations evidenced by such substitute Notes shall
      constitute “Obligations” for all purposes of this Agreement and the other Loan
      Documents and shall be secured by the Mortgages. In connection with the
      Borrowers’ execution of substitute Notes as aforesaid, Borrowers shall deliver
      to Administrative Agent such evidence of the due authorization, execution and
      delivery of the substitute Notes and any related documents as Administrative
      Agent may reasonably request.  If the Replacement Bank is not
      incorporated under the Laws of the United States or a state thereof, it shall,
      prior to the first date on which interest or fees are payable hereunder for
      its
      account, deliver to Borrowers and Administrative Agent certification as to
      exemption from deduction or withholding of any United States federal income
      taxes in accordance with Section 10.13.

     

    Each
      Borrower,
      Administrative Agent and the Banks shall execute such modifications to the
      Loan
      Documents as shall be reasonably required in connection with and to effectuate
      the foregoing.

     

    ARTICLE
      IV

     

    


     

    CONDITIONS
      PRECEDENT

     

    SECTION
      4.01  Conditions
      Precedent to the Initial Advance.  The
      obligations of the Banks hereunder and the obligation of each Bank to make
      Initial Advance are subject to the condition precedent that Administrative
      Agent
      shall have received on or before the Closing Date each of the following
      documents (it being understood that, except as otherwise set forth below, the
      documents set forth in paragraphs (3) through (15) below are required for each
      Property), and each of the following requirements shall have been
      fulfilled:

     

    (1)  Fees
      and
      Expenses.  The payment of all fees and expenses incurred by
      Administrative Agent (including, without limitation, the reasonable fees and
      expenses of legal counsel);

     

    (2)  Notes.  The
      Notes for each of the Banks signatory hereto, duly executed by
      Borrowers;

     

    (3)  Mortgage,
      Assignments and UCCs.  The Mortgages, duly executed by the
      applicable Borrower and recorded (or delivered for recording) in the appropriate
      land records and such assignments of contracts and other documents pertaining
      to
      each Property as Administrative Agent shall reasonably require, together with
      financing statements filed (or delivered for filing) under the Uniform
      Commercial Code of all jurisdictions necessary or, in the reasonable opinion
      of
      Administrative Agent, desirable to perfect the lien created by each
      Mortgage;

     

    (4)  Other
      Loan
      Documents.  The Guaranty, duly executed by TRG, Fairlane LLC and
      TOLLC; an Indemnity for each Property, duly executed by TRG and the applicable
      Borrower; and the Assignment of Contracts for each Property, duly executed
      by
      the applicable Borrower; Administrative Agent hereby agrees to and accepts
      the
      amended and restated versions of the foregoing documents delivered to
      Administrative Agent simultaneously herewith;

     

    (5)  Title
      Policy.  A paid title insurance policy in the amount of each
      Mortgage, in form approved by Administrative Agent and issued by the Title
      Insurer, which shall insure such Mortgage to be a valid first lien, free and
      clear of all liens, defects, encumbrances and exceptions other than those
      previously approved by Administrative Agent, and shall contain (i) a reference
      to the survey but no survey exceptions and (ii) such affirmative insurance
      and
      endorsements as Administrative Agent may require; and shall be accompanied
      by
      such reinsurance agreements between the Title Insurer and title companies
      approved by Administrative Agent, in ALTA facultative form approved by
      Administrative Agent and with direct access provisions, as Administrative Agent
      may require.  The existing title insurance policies for each Property
      shall be acceptable if endorsed in a manner reasonably satisfactory to
      Administrative Agent and in such event need not being reissued in connection
      herewith.

     

    (6)  Survey.  An
      ALTA/ACSM survey, certified to Administrative Agent and the Title Insurer,
      showing (i) the location of the perimeter of the Property by courses and
      distances, (ii) all easements, rights-of-way, and utility lines referred to
      in
      the title policy required by this Agreement or which actually service or cross
      the Property (with instrument, book and page number indicated), (iii) the lines
      of the streets abutting the Property and the width thereof, and any established
      building lines (and that such roads have been dedicated for public use and
      are
      completed and have been accepted by all required Governmental Authorities),
      (iv)
      any encroachments and the extent thereof upon the Property, (v) locations of
      all
      portions (with the acreage thereof also identified) of the Property, if any,
      which are located in an area designated as a “flood prone area” as defined by
      U.S. Department of Housing and Urban Development pursuant to the Flood Disaster
      Protection Act of 1973 and (vi) the Improvements, and the relationship thereof
      by distances to the perimeter of the Property, established building lines and
      street lines;

     

    (7)  Appraisal.  An
      independent M.A.I. appraisal, commissioned by Administrative Agent, of the
      value
      of the each Borrower’s interest in its Property, which appraisal shall comply in
      all respects with the standards for real estate appraisals established pursuant
      to the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;
      such appraisals of Dolphin, Fairlane and Twelve Oaks must demonstrate that
      the
      Total Loan Commitment as of the date hereof ($550,000,000) does not exceed
      the
      sum of the Borrowing Base Values of the Properties;

     

    (8)  Insurance
      Policies.  To the extent not previously delivered to
      Administrative Agent, Copies of the policies and the original certificates
      of
      hazard and other insurance required by the Mortgage, together with evidence
      of
      the payment of the premiums therefor;

     

    (9)  Hazardous
      Materials Report/Reliance Letter; Remediation Plan.  A detailed
      report by a properly qualified engineer with regard to Hazardous Materials,
      which shall include, inter alia, a certification that such
      engineer has examined a list of prior owners, tenants and other users of the
      Property, and has made an on-site physical examination of the Property and
      Improvements thereon, and a visual observation of the surrounding areas, and
      disclosing the extent of past or present Hazardous Materials activities or
      of
      the presence of Hazardous Materials, together with a “reliance letter” addressed
      to Administrative Agent from the preparer of said report; and, if such report
      discloses the presence of Hazardous Materials to an extent acceptable to
      Administrative Agent and its environmental consultant, a certified copy of
      such
      Borrower’s remediation/management plan with respect thereto, as approved (to the
      extent required) by all appropriate Governmental Authorities;

     

    (10)  Consultant’s
      Report.  A detailed report from the Engineering Consultant to the
      effect that the Improvements are in satisfactory condition and enumerating
      any
      maintenance or governmental compliance items necessary or expected to be
      incurred over the term of the Loans and stating the approximate cost
      thereof;

     

    (11)  Permits
      and
      Other Approvals.  To the extent not previously delivered to
      Administrative Agent, copies of any and all certificates of occupancy and
      similar authorizations required by any Governmental Authorities for the use,
      occupancy and operation of the Property and/or Improvements in accordance with
      all applicable building, environmental, ecological, landmark, subdivision and
      zoning Laws;

     

    (12)  Leases.  If
      and when requested by Administrative Agent, copies, certified to be true and
      complete, of all executed leases of the Improvements, accompanied by notices
      of
      assignment in the form of EXHIBIT F, and, in the case of such leases as are
      required by Administrative Agent, estoppel certificates from the tenants
      thereunder (to the extent such estoppel certificates are obtainable with
      Borrowers’ commercially reasonable efforts); together with a certified copy of
      the standard form of lease being used in connection with the leasing of space
      in
      the Improvements and the first rent roll and leasing report required by
      paragraph (12) of Section 6.09;

     

    (13)  Premises
      Documents.  To the extent not previously delivered to
      Administrative Agent, a copy, certified to be true and complete, of each
      Premises Document;

     

    (14)  Management
      and
      Leasing Contracts.  Copies, certified to be true and complete, of
      all existing contracts providing for the management or leasing of the Property
      and Improvements, together with, in each case, such collateral assignments
      or
“will-serve” letters as Administrative Agent may require;

     

    (15)  UCC
      Searches.  Uniform Commercial Code searches with respect to each
      Borrower and advice from the Title Insurer to the effect that searches of the
      proper public records disclose no leases of personalty or financing statements
      filed or recorded against the Borrowers;

     

    (16)  Financial
      Statements.  Audited TRG Consolidated Financial Statements and TCI
      Financial Statements as of and for the year ended December 31, 2006;
      unaudited Borrower Financial Statements for each Borrower as of and for the
      year
      ended December 31, 2006; unaudited TRG Consolidated Financial Statements
      and TCI Financial Statements as of and for the quarters ended June 30,
      2007; and unaudited Borrower Financial Statements for each Borrower as of and
      for the quarters ended June 30, 2007; each of the foregoing unaudited
      Financial Statements to be certified by an appropriate financial officer (or
      other authorized representative reasonably acceptable to Administrative Agent)
      of TRG, TCI or each Borrower, as the case may be;

     

    (17)  Evidence
      of
      Formation.  With respect to TRG and each Borrower, certified (as
      of the Closing Date) copies of (i) its certificate (if applicable) and agreement
      of partnership or other organizational agreement, with all amendments thereto,
      (ii) if applicable, a certificate of the Secretary of State of its jurisdiction
      of formation as to its good standing therein and (iii) if required, foreign
      qualification certificates from the jurisdictions where the Properties are
      located;

     

    (18)  Evidence
      of
      Partnership/Company Action.  With respect to TRG and each
      Borrower, certified (as of the Closing Date) copies of all documents evidencing
      partnership or other company (as applicable) action taken by it authorizing
      the
      execution, delivery and performance of the Loan Documents and each other
      document to be delivered by it or on its behalf pursuant to this
      Agreement;

     

    (19)  Incumbency
      and
      Signature Certificate.  A certificate (dated as of the Closing
      Date) certifying the names and true signatures of each individual authorized
      to
      sign on behalf of TRG (in its individual capacity and in the applicable capacity
      on behalf of each Borrower);

     

    (20)  Solvency
      Certificates.  A Solvency Certificate, duly executed, from TRG and
      each Borrower;

     

    (21)  Opinions
      of
      Counsel.  Favorable opinions, dated the Closing Date, of counsel
      for TRG and Borrowers, as to such matters as Administrative Agent may reasonably
      request;

     

    (22)  Authorization
      Letter.  The Authorization Letter, duly executed by
      Borrowers;

     

    (23)  Certificate.  The
      following statements shall be true and Administrative Agent shall have received
      a certificate dated the Closing Date signed by a duly authorized signatory
      of
      TRG and each Borrower stating, to the best of the certifying party’s knowledge,
      the following:

     

    (a)           All
      representations and warranties contained in this Agreement and in each of the
      other Loan Documents are true and correct on and as of the Closing Date as
      though made on and as of such date, and

     

    (b)           No
      Default or Event of Default has occurred and is continuing, or could result
      from
      the transactions contemplated by this Agreement and the other Loan Documents,
      and

     

    (c)           None
      of the Improvements on any Property has been and remains injured or damaged
      by
      fire or other casualty;

     

    (24)  Covenant
      Compliance Certificate.  A certificate, of the sort required by
      paragraph 3(b) of Section 6.09, containing calculations demonstrating TRG’s
      compliance, as of June 30, 2007, with the covenants set forth in Sections
      7.02, 7.03 and 7.04 and in Article VIII; such certificate shall demonstrate
      (whether or not specifically delineated) that Property EBITDA for the last
      four
      (4) calendar quarter period prior to the Closing Date was not less than twelve
      percent (12%) of the amount of the Initial Advance;

     

    (25)  Repayment
      of
      Existing Banks.  Borrowers shall have borrowed a sufficient amount
      of Loans to continue the indebtedness currently outstanding under the Amended
      Credit Agreement; proceeds of additional or new Loan Commitments undertaken
      in
      this Agreement (or of additional borrowings) shall be applied to repay in full
      lenders party to the Amended Credit Agreement who have elected not to continue
      as Banks hereunder and to reduce the outstandings of Banks who, based on the
      amount of the Initial Advance, would have lower outstandings than they have
      immediately prior  hereto under the Amended Credit
      Agreement.

     

    (26)  Additional
      Documentation.  Such other approvals, opinions or documents as
      Administrative Agent or any Bank may reasonably request.

     

    SECTION
      4.02  Conditions
      Precedent to Advances After the Initial Advance.  The
      obligation of each Bank to make advances of the Loans subsequent to the Initial
      Advance shall be subject to satisfaction of the following conditions
      precedent:

     

    (1)  All
      conditions of
      Section 4.01 shall have been and remain satisfied as of the date of the
      advance;

     

    (2)  No
      Default or Event
      of Default shall have occurred and be continuing as of the date of the advance,
      or would result from the making thereof;

     

    (3)  Administrative
      Agent shall have received a request for an advance in accordance with Section
      2.04;

     

    (4)  Property
      EBITDA for
      the last four (4) calendar quarter period for which Borrower was required to
      report financial results was not less than twelve percent (12%) of the principal
      balance of the Loan after giving effect to the requested advance;

     

    (5)  After
      giving effect
      to the requested advance, the principal balance of the Loan will not exceed
      the
      sum of the Borrowing Base Values of the Properties.  Compliance with
      this requirement need only be tested at any time the Total Loan Commitment
      exceeds the sum of the Borrowing Base Values of the Properties (i.e., beginning
      on the date any Property is released as described in Section 12.06(c) hereof,
      unless on such date the Total Loan Commitment is reduced so as to be equal
      to or
      less than the sum of the Borrowing Base Values of the Properties); the Appraised
      Values of the Properties as initially determined are not subject to
      recalculation except as expressly set forth in this Agreement; and

     

    (6)  The
      requested
      advance will not exceed such Bank’s Availability to such Borrower.

     

    SECTION
      4.03  Deemed
      Representations.  Each
      request by any Borrower for, and acceptance by any Borrower of, an advance
      of
      proceeds of the Loans or the issuance of a Letter of Credit shall constitute
      a
      representation and warranty by each Borrower that, as of both the date of such
      request and the date of the advance or issuance, as the case may be, (1) no
      Default or Event of Default has occurred and is continuing or would result
      from
      the making of the advance or issuance of the Letter of Credit and (2) if any
      representation or warranty contained in this Agreement or the other Loan
      Documents is untrue or incorrect, the condition giving rise to such
      untruthfulness or incorrectness is not likely to result in a Material Adverse
      Change.

     

    ARTICLE
      V

     

    


     

    REPRESENTATIONS
      AND WARRANTIES

     

    Each
      Borrower Party
      represents and warrants to Administrative Agent and each Bank as
      follows:

     

    SECTION
      5.01  Due
      Organization.  Each
      Borrower Party is duly organized, validly existing and (if applicable) in good
      standing under the Laws of the respective jurisdictions of their organization,
      has the partnership or limited liability company, as the case may be, power
      and
      authority to own its assets and to transact the business in which it is now
      engaged, and is duly qualified as foreign partnerships or limited liability
      companies, as the case may be, and in good standing under the Laws of each
      other
      jurisdiction in which such qualification is required (including, if required,
      the jurisdictions in which the Properties are located).

     

    SECTION
      5.02  Power
      and
      Authority; No Conflicts; Compliance With Laws.  The
      execution and delivery of, and the performance of the obligations required
      to be
      performed by each Borrower Party under, the Loan Documents do not and will
      not,
      in the case of any Borrower Party, (1) require the consent or approval of its
      partners or members or such consent or approval has been obtained, (2)
      contravene its partnership agreement or limited liability company agreement,
      (3)
      violate any provision of, or require any filing, registration, consent or
      approval under, any Law (including, without limitation, Regulation U), order,
      writ, judgment, injunction, decree, determination or award presently in effect
      having applicability to it, (4) result in a breach of or constitute a default
      under or require any consent under any indenture or loan or credit agreement
      or
      any other agreement, lease or instrument to which it may be a party or by which
      it or its properties may be bound or affected except for consents which have
      been obtained, (5) result in, or require, the creation or imposition of any
      Lien
      (other than the Lien of the Mortgages), upon or with respect to any of its
      properties now owned or hereafter acquired or (6) cause it to be in default
      under any such Law, order, writ, judgment, injunction, decree, determination
      or
      award or any such indenture, agreement, lease or instrument; to the best of
      each
      Borrower Party’s knowledge each Mortgagor is in compliance with all Laws
      applicable to them where the failure to be in compliance would cause a Material
      Adverse Change to occur.

     

    SECTION
      5.03  Legally
      Enforceable Agreements.  Each
      Loan Document is a legal, valid and binding obligation of the applicable
      Borrower Party, enforceable in accordance with its terms, except to the extent
      that such enforcement may be limited by applicable bankruptcy, insolvency and
      other similar Laws affecting creditors’ rights generally.

     

    SECTION
      5.04  Litigation.  There
      are no actions, suits or proceedings pending or, to any Borrower’s knowledge,
      threatened, against any Borrower or any of its Affiliates (including TRG),
      any
      Borrower’s interest in any Property or the Improvements thereon, or challenging
      the validity and enforceability of the Mortgage or the priority of the Lien
      thereof, at law or in equity, before any court or arbitrator or any Governmental
      Authority (such actions, suits or proceedings, collectively, “Actions”), except
      Actions (1) which, in the case of each Action where the likely exposure of
      any
      Borrower or its Affiliate exceeds $150,000, have been disclosed to
      Administrative Agent and the Banks in writing and (2) which (a) are fully
      covered by insurance (subject to self-insurance retention in the amount of
      $150,000) or (b) would, if adversely determined, not substantially impair the
      ability of any Borrower to pay when due any amounts which may become payable
      under the Notes or other Loan Documents or to otherwise pay and perform their
      respective obligations in connection with the Loans; nor, to any Borrower’s
      knowledge, are any Actions threatened which would, if adversely determined,
      substantially impair the ability of any Borrower or TRG to pay when due any
      amounts which may become payable by such Borrower or TRG under the Notes or
      other Loan Documents or to otherwise pay and perform their respective
      obligations in connection with the Loans.

     

    SECTION
      5.05  Good
      Title to
      Properties.  Each
      Borrower and each of TRG’s respective Affiliates has good, marketable and legal
      title to all of the properties and assets each of them purports to own
      (including, without limitation, those reflected in the financial statements
      referred to in Section 5.13) and, in the case of each shopping center property,
      only with exceptions which do not materially detract from the value of such
      property or assets or the use thereof in such Borrower’s and such Affiliate’s
      business, and except to the extent that any such properties and assets (other
      than the Properties) have been encumbered or disposed of since the date of
      such
      financial statements without violating any of the covenants contained in Article
      VII or VIII or elsewhere in this Agreement.  Each Borrower and TRG’s
      Affiliates enjoy peaceful and undisturbed possession of all leased property
      necessary in any material respect in the conduct of their respective
      businesses.  All such leases are valid and subsisting and are in full
      force and effect.

     

    SECTION
      5.06  Taxes.  Each
      Borrower Party has filed all tax returns (federal, state and local) required
      to
      be filed and have paid all taxes, assessments and governmental charges and
      levies shown as due and payable thereon without the imposition of a penalty,
      including interest and penalties, except to the extent they are the subject
      of a
      Good Faith Contest.

     

    SECTION
      5.07  ERISA.  Each
      Borrower Party is in compliance in all material respects with all applicable
      provisions of ERISA.  Neither a Reportable Event nor a Prohibited
      Transaction has occurred with respect to any Plan; no notice of intent to
      terminate a Plan has been filed nor has any Plan been terminated within the
      past
      five (5) years; no circumstance exists which constitutes grounds under Section
      4042 of ERISA entitling the PBGC to institute proceedings to terminate, or
      appoint a trustee to administer, a Plan, nor has the PBGC instituted any such
      proceedings; each Borrower Party, and the ERISA Affiliates have not completely
      or partially withdrawn under Sections 4201 or 4204 of ERISA from a Multiemployer
      Plan; each Borrower Party, and the ERISA Affiliates have met the minimum funding
      requirements of each under Section 412 of the Code and Section 302 of ERISA
      with
      respect to the Plans of each and there is no “unfunded current liability” (as
      such quoted term is defined in ERISA) with respect to any Plan established
      or
      maintained by each; and each Borrower Party, and the ERISA Affiliates have
      not
      incurred any liability to the PBGC under ERISA.  No part of the funds
      to be used by any Borrower Party in satisfaction of its obligations under this
      Agreement constitute “plan assets” of any “employee benefit plan” within the
      meaning of ERISA or of any “plan” within the meaning of Section 4975(e)(1) of
      the Code, as interpreted by the Internal Revenue Service and the U.S. Department
      of Labor in rules, regulations, releases or bulletins or as interpreted under
      applicable case law.  Neither the extension of credit evidenced by the
      Notes nor any other transaction contemplated under the Loan Documents
      constitutes a Prohibited Transaction.

     

    SECTION
      5.08  No
      Default on
      Outstanding Judgments or Orders.  Each
      Borrower Party has satisfied all judgments which are not being appealed and
      are
      not in default with respect to any judgment, order, writ, injunction, decree,
      rule or regulation of any court, arbitrator or federal, state, municipal or
      other Governmental Authority, commission, board, bureau, agency or
      instrumentality, domestic or foreign.

     

    SECTION
      5.09  No
      Defaults on
      Other Agreements.  Except
      as disclosed to the Bank Parties in writing, including anything disclosed on
      financial statements, to the best of each Borrower Party’s knowledge, no
      Borrower Party is a party to any indenture, loan or credit agreement or any
      lease or other agreement or instrument or subject to any partnership, trust
      or
      other restriction which is likely to result in a Material Adverse
      Change.  To the best of each Borrower Party’s knowledge, no Borrower
      Party is in default in any respect in the performance, observance or fulfillment
      of any of the obligations, covenants or conditions contained in any agreement
      or
      instrument which is likely to result in a Material Adverse Change.

     

    SECTION
      5.10  Government
      Regulation.  No
      Borrower Party is subject to regulation under the Investment Company Act of
      1940, the Interstate Commerce Act, the Federal Powers Act or any Law limiting
      its ability to incur indebtedness for money borrowed as contemplated
      hereby.

     

    SECTION
      5.11  Environmental
      Protection.  To
      the
      best of each Borrower Party’s knowledge, none of their or their respective
      Affiliates’ properties contains any Hazardous Materials that, under any
      Environmental Law currently in effect, (1) would impose liability on any
      Borrower Party that is likely to result in a Material Adverse Change or (2)
      is
      likely to result in the imposition of a Lien on any assets of any Borrower
      Party
      or their respective Affiliates, in each case if not properly handled in
      accordance with applicable Law.  To the best of any Borrower Party’s
      knowledge, neither it nor any of its Affiliates nor any portion of any Property
      or the Improvements thereon is in violation of, or subject to any existing,
      pending or threatened investigation or proceeding by any Governmental Authority
      under, any Environmental Law.  Except for matters, claims, conditions
      or circumstances as may be disclosed in the reports delivered pursuant to
      paragraph (9) of Section 4.01, no Borrower Party is aware of any matter, claim,
      condition or circumstance which would reasonably cause a Person to make further
      inquiry with respect to such matters in order to ascertain whether any Hazardous
      Materials or their effects have been disposed of or released on or to any
      portion of any Property, the Improvements thereon or any surrounding areas;
      no
      Borrower Party is required by any Environmental Law to obtain any permits or
      license to construct or use any improvements, fixtures, or equipment with
      respect to any Property, or if such permit or license is required it has been
      obtained; and, except as may be disclosed in the reports delivered pursuant
      to
      paragraph (9) of Section 4.01, to the best of Borrower Party’s knowledge, the
      prior use of each Property has not resulted in the disposal or release of any
      Hazardous Materials on or to any portion of the Property or any surrounding
      areas in violation of applicable Law.

     

    SECTION
      5.12  Solvency.  Each
      Borrower Party is, and upon consummation of the transactions contemplated by
      this Agreement, the other Loan Documents and any other documents, instruments
      or
      agreements relating thereto, will be, Solvent.

     

    SECTION
      5.13  Financial
      Statements.  The
      TRG
      Consolidated Financial Statements, TCI Financial Statements and Borrower
      Financial Statements most recently delivered to the Banks pursuant to the terms
      of this Agreement are in all material respects complete and correct and fairly
      present the financial condition of the subjects thereof as of the dates of
      and
      for the periods covered by such statements, all in accordance with GAAP, and
      there has been no Material Adverse Change since the date of such most recently
      delivered TRG Consolidated Financial Statements, TCI Financial Statements or
      Borrower Financial Statements, as the case may be, and no borrowings which
      might
      give rise to a Lien or claim against all or any portion of the Mortgaged
      Property under any Mortgage or against the proceeds of the Loans have been
      made
      by any Borrower or others since the dates of such most recently delivered
      financial statements.

     

    SECTION
      5.14  Valid
      Existence
      of Material Affiliates.  As
      of
      the Closing Date, the only Material Affiliates are those listed on EXHIBIT
      D.  As to each Material Affiliate so listed, its correct name, the
      jurisdiction of its formation and TRG’s percentage of beneficial interest
      therein are set forth on said EXHIBIT D.  Each Material Affiliate is a
      partnership, corporation, limited liability company or joint venture duly
      organized and existing in good standing under the Laws of the jurisdiction
      of
      its formation.  TRG and each of its Material Affiliates have the power
      to own their respective properties and to carry on their respective businesses
      now being conducted.  Each of TRG and its Material Affiliates is duly
      qualified as a foreign partnership, company or venture to do business and is
      in
      good standing in every jurisdiction in which the nature of the respective
      businesses conducted by it or its respective properties, owned or held under
      lease, make such qualification necessary.

     

    SECTION
      5.15  Insurance.  Each
      Borrower has in force paid insurance as required by the respective Mortgages
      and, generally, each Borrower Party and each of its Affiliates has in force
      paid
      insurance with financially sound and reputable insurance companies or
      associations in such amounts and covering such risks as are usually carried
      by
      companies engaged in the same or a similar business and similarly
      situated.

     

    SECTION
      5.16  Separate
      Tax and
      Zoning Lot.  To
      the
      best of each Borrower’s knowledge, each Property constitutes a distinct parcel
      or parcels for purposes of taxes, assessments and impositions (public or
      private) and is not otherwise considered as part of a larger lot not included
      in
      the Property for purposes of taxes, assessments or impositions (public or
      private).

     

    SECTION
      5.17  Zoning
      and other
      Laws; Covenants and Restrictions.  As
      to
      each Property, (i) the Improvements and the uses thereof comply in all
      material respects with applicable zoning, environmental, ecological, landmark
      and other applicable Laws, and all requirements for such uses have been
      satisfied in all material respects and (ii) the applicable Borrower and the
      Property are in compliance in all material respects with all applicable
      restrictions and covenants.

     

    SECTION
      5.18  Utilities
      Available.  As
      to
      each Property, all utility services necessary for the operation of the
      Improvements for their intended purposes are available and servicing the
      Property, including water supply, storm and sanitary sewer, gas, electric power
      and telephone facilities.

     

    SECTION
      5.19  Roads.  Each
      Property has access to a publicly dedicated road or roads sufficient for the
      full utilization of the Improvements for their intended purposes.

     

    SECTION
      5.20  Premises
      Documents and Leases.  As
      to
      each Property, the REA and any other Premises Documents which Administrative
      Agent has notified Borrowers that it considers material are unmodified and
      in
      full force and effect; to the best of each Borrower’s knowledge, there are no
      defaults under any Major Lease or any Premises Document except as disclosed
      to
      Administrative Agent in writing, and all conditions to the effectiveness and
      continuing effectiveness of each lease and Premises Document required to be
      satisfied as of the date hereof have been satisfied.

     

    SECTION
      5.21  Accuracy
      of
      Information; Full Disclosure.  To
      the
      best of each Borrower Party’s knowledge, neither this Agreement nor any
      documents, financial statements, reports, notices, schedules, certificates,
      statements or other writings furnished by or on behalf of any Borrower Party
      to
      Administrative Agent or any Bank in connection with the negotiation of this
      Agreement or the other Loan Documents or the consummation of the transactions
      contemplated hereby, or required herein or in any other Loan Document to be
      furnished by or on behalf of any Borrower Party, contains any untrue or
      misleading statement of a material fact or omits a material fact necessary
      to
      make the statements herein or therein not misleading.  To the best of
      each Borrower Party’s knowledge, there is no fact which any Borrower Party has
      not disclosed to Administrative Agent and the Banks in writing which materially
      affects adversely or, so far as any Borrower Party can now foresee, will
      materially affect adversely the business, prospects, profits or financial
      condition of any Borrower Party or the ability of any Borrower Party to perform
      this Agreement and the other Loan Documents.

     

    SECTION
      5.22  Money
      Laundering.  (i)
      No
      Borrower, nor TRG or TCI is currently identified on a Government List or
      otherwise qualifies as a Prohibited Person, and (ii) to each Borrower’s
      knowledge, no Borrower, nor TRG or TCI is in violation of any Laws relating
      to
      anti-money laundering or anti-terrorism, including, without limitation, Laws
      related to transacting business with Prohibited Persons or the requirements
      of
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the
      related regulations issued thereunder, including temporary regulations, all
      as
      amended from time to time.

     

    SECTION
      5.23  Ownership.  One
      hundred percent (100%) of the economic and beneficial ownership interest in
      each
      Borrower is wholly-owned, directly or indirectly, by TRG.

     

    ARTICLE
      VI

     

    


     

    AFFIRMATIVE
      COVENANTS

     

    So
      long as any of
      the Notes shall remain unpaid or the Loan Commitments remain in effect, or
      any
      other amount is owing by any Borrower or TRG to Administrative Agent or any
      Bank
      hereunder or under any other Loan Document, each Borrower Party
      shall:

     

    SECTION
      6.01  Maintenance
      of
      Existence.  Preserve
      and maintain its legal existence and, if applicable, good standing in the
      jurisdiction of organization and, if applicable, qualify and remain qualified
      as
      a foreign partnership in each jurisdiction in which such qualification is
      required, except to the extent that failure to so qualify is not likely to
      result in a Material Adverse Change.

     

    SECTION
      6.02  Maintenance
      of
      Records.  Keep
      adequate records and books of account, in which complete entries will be made
      in
      accordance with GAAP, reflecting all of its financial transactions.

     

    SECTION
      6.03  Maintenance
      of
      Insurance.  At
      all
      times, (i) in the case of TRG, maintain and keep in force, and cause each
      of its Affiliates to maintain and keep in force, insurance with financially
      sound and reputable insurance companies or associations in such amounts and
      covering such risks as are usually carried by companies engaged in the same
      or a
      similar business and similarly situated, which insurance may provide for
      reasonable deductibility from coverage thereof and (ii) in the case of each
      Borrower, maintain and keep in force the insurance required by EXHIBIT I
      attached hereto and made a part hereof.

     

    SECTION
      6.04  Compliance
      with
      Laws; Payment of Taxes.  Comply
      in all respects with all Laws applicable to it or to any of its properties
      or
      any part thereof, such compliance to include, without limitation, paying before
      the same become delinquent all taxes, assessments and governmental charges
      imposed upon it or upon its property, except to the extent they are the subject
      of a Good Faith Contest.  Without limiting the foregoing, each
      Borrower shall comply with the Patriot Act (Title III of
      Pub. L. 107-56) and all applicable legal requirements of governmental
      authorities having jurisdiction over Borrower, including those relating to
      money
      laundering and terrorism; additionally, no Borrower or TRG shall use the
      proceeds of the Loans in any manner that will violate the Trading with the
      Enemy
      Act, as amended, or any of the foreign assets control regulations of the United
      States Treasury Department (31 CFR, Subtitle B, Chapter V, as
      amended) or the Anti-Terrorism Order or any enabling legislation or executive
      order relating to any of the same.

     

    SECTION
      6.05  Right
      of
      Inspection.  At
      any
      reasonable time and from time to time upon reasonable notice, permit
      Administrative Agent or any Bank or any agent or representative thereof
      (provided that a representative of any Bank must, at a Borrower Party’s request,
      be accompanied by a representative of such Borrower Party) to examine and make
      copies and abstracts from its records and books of account, visit and inspect
      its properties, and discuss its affairs, finances and accounts with its
      independent accountants; and cooperate with the Engineering Consultant to enable
      it to perform its functions hereunder.

     

    SECTION
      6.06  Compliance
      With
      Environmental Laws.  Comply
      in all material respects with all applicable Environmental Laws and immediately
      pay or cause to be paid all costs and expenses incurred in connection with
      such
      compliance, except to the extent there is a Good Faith Contest; and at its
      sole
      cost and expense, promptly remove, or cause the removal of, any and all
      Hazardous Materials or the effects thereof at any time identified as being
      on,
      in, under or affecting any Property or the Improvements thereon in violation
      of
      applicable Environmental Law.

     

    SECTION
      6.07  Payment
      of
      Costs.  Pay
      all
      costs and expenses required for the satisfaction of the conditions of this
      Agreement.

     

    SECTION
      6.08  Maintenance
      of
      Properties.  Do
      all
      things reasonably necessary to maintain, preserve, protect and keep its
      properties in good repair, working order and condition.

     

    SECTION
      6.09  Reporting
      and
      Miscellaneous Document Requirements.  Furnish
      directly to the Administrative Agent (which shall make such documents promptly
      available to the Banks by password protected internet access or other reasonable
      form of availability):

     

    (1)  Annual
      Financial
      Statements.  As soon as available and in any event within ninety
      (90) days after the end of each Fiscal Year, the TRG Consolidated Financial
      Statements, the TCI Financial Statements and Borrower Financial Statements
      for
      each Borrower, in each case as of the end of and for such Fiscal Year, in
      reasonable detail and stating in comparative form the respective figures for
      the
      corresponding date and period in the prior Fiscal Year and audited by TRG’s
      Accountants;

     

    (2)  Quarterly
      Financial Statements.  As soon as available and in any event
      within forty-five (45) days after the end of each calendar quarter (other than,
      in the case of the TRG Consolidated Financial Statements and TCI Financial
      Statements, the last quarter of the Fiscal Year), the unaudited TRG Consolidated
      Financial Statements, TCI Financial Statements and Borrower Financial Statements
      for each Borrower, in each case as of the end of such calendar quarter and
      for
      the year to date, in reasonable detail, certified by the entity’s chief
      financial officer or other authorized signatory reasonably acceptable to the
      Administrative Agent and stating in comparative form the respective figures
      for
      the corresponding date and period in the prior Fiscal Year;

     

    (3)  Certificate
      of
      No Default and Financial Compliance.  Within forty five (45) days
      after the end of each of the first three quarters of each Fiscal Year and within
      ninety (90) days after the end of each Fiscal Year, a certificate of TRG’s chief
      financial officer or other authorized signatory reasonably acceptable to the
      Administrative Agent (a) stating that, to the best of his or her knowledge,
      no
      Default or Event of Default has occurred and is continuing, or if a Default
      or
      Event of Default has occurred and is continuing, specifying the nature thereof
      and the action which is proposed to be taken with respect thereto, (b) stating
      that the covenants contained in Sections 7.02, 7.03 and 7.04 and in Article
      VIII
      have been complied with (or specifying those that have not been complied with)
      and including computations demonstrating such compliance (or non-compliance)
      and
      (c) setting forth the details of all items comprising Total Outstanding
      Indebtedness (including amount, maturity, interest rate and amortization
      requirements), each as of the end of such quarter, Combined EBITDA, Interest
      Expense, Fixed Charges and Property EBITDA (broken down by Property), each
      for
      the twelve (12)-month period ending with such quarter;

     

    (4)  Notice
      of
      Litigation.  Promptly after the commencement and knowledge
      thereof, notice of all actions, suits, and proceedings before any court or
      arbitrator, affecting (i) TRG which, if determined adversely to TRG are likely
      to result in a Material Adverse Change; or (ii) any Borrower or all or any
      portion of the Mortgaged Property under any Mortgage which, if determined
      adversely to the Borrower are likely to result in a Material Adverse
      Change;

     

    (5)  Notices
      of
      Defaults and Events of Default.  As soon as possible and in any
      event within ten (10) days after any Borrower Party becomes aware of the
      occurrence of a material Default or any Event of Default a notice setting forth
      the details of such Default or Event of Default and the action which is proposed
      to be taken with respect thereto;

     

    (6)  Dispositions
      or
      Acquisitions of Assets.  Within thirty (30) days after the
      occurrence thereof, notice of any Disposition or acquisition of assets (other
      than acquisitions or Dispositions of investments such as certificates of
      deposit, Treasury securities and money market deposits in the ordinary course
      of
      TRG’s cash management) in excess of $25,000,000, together with a certificate, of
      the sort required by paragraph (3)(b) of this Section, containing covenant
      compliance calculations that include the pro-forma adjustments set forth in
      Section 8.02, which calculations shall demonstrate TRG’s compliance, on a
      pro-forma basis, as of the end of the most recently ended calendar quarter
      for
      which financial results are required hereunder to have been reported by TRG,
      with all covenants enumerated in said paragraph (3)(b) and (iv) such other
      information relating to the acquisition as Administrative Agent may reasonably
      request;

     

    (7)  Material
      Adverse
      Change.  As soon as is practicable and in any event within five
      (5) days after knowledge of the occurrence of any event or circumstance which
      is
      likely to result in or has resulted in a Material Adverse Change, notice
      thereof;

     

    (8)  Bankruptcy
      of
      Tenants.  Promptly after becoming aware of the same, notice of the
      bankruptcy, insolvency or cessation of operations of (i) any of the Anchors,
      (ii) any tenant in the Improvements on any Property to which 5% or more of
      the
      aggregate minimum rent from such Improvements is attributable or (iii) any
      tenant in any property of TRG or in which TRG has an interest to which 5% or
      more of minimum rent payable to TRG directly or through its Consolidated
      Businesses or UJVs is attributable;

     

    (9)  Offices.  Thirty
      (30) days’ prior notice of any change in the chief executive office, principal
      place of business or location of any Borrower Party;

     

    (10)  Environmental
      and Other Notices.  As soon as possible and in any event within
      five (5) days after receipt, copies of (i) all Environmental Notices received
      by
      any Borrower which are not received in the ordinary course of business and
      which
      relate to any Property or any situation which is likely to result in a Material
      Adverse Change and (ii) all reports of any official searches made by any
      Governmental Authority having jurisdiction over any Property or the Improvements
      thereon, and of any claims of violations thereof;

     

    (11)  Insurance
      Coverage.  Promptly, such information concerning any Borrower’s
      insurance coverage as Administrative Agent may reasonably request;

     

    (12)  Leasing
      and
      Other Property Information.  As soon as available and in any event
      within forty-five (45) days after the end of each calendar
      quarter, a rent roll, leasing report and tenant sales report for each Property,
      in each case (other than with respect to tenant sales reports) certified by
      the
      applicable Borrower to be true and complete; and

     

    (13)  General
      Information.  Promptly, such other information respecting the
      condition or operations, financial or otherwise, of any Borrower, TRG or any
      properties of TRG or any Borrower as Administrative Agent may from time to
      time
      reasonably request.

     

    SECTION
      6.10  Premises
      Documents; Leases.  As
      to
      each Property, keep the Premises Documents and all leases in full force and
      effect (except as may be permitted by this Agreement or by the applicable
      Mortgage) and at all times use commercially reasonable efforts to compel
      performance by the parties to the Premises Documents or the tenants under such
      leases, as the case may be, of all obligations, covenants and agreements by
      such
      parties or tenants, as the case may be, to be performed thereunder; deliver
      to
      Administrative Agent, (i) promptly following the execution thereof, certified
      copies of all amendments or supplements to the Premises Documents and
      (ii) promptly following Administrative Agent’s request therefor, certified
      copies of any or all leases of portions of the Improvements, any or all
      amendments or supplements to any such lease; and notices of assignment in the
      form of EXHIBIT F to the tenants thereunder; not enter into any lease or
      modification thereof (x) without Administrative Agent’s prior written consent
      during the existence of any Event of Default or (y) that is not commercially
      reasonable; and not modify (other than de minimus modifications) any of
      the Premises Documents without the prior written consent of Administrative
      Agent, such consent not to be unreasonably withheld or delayed; to the extent
      Borrowers are unable, with commercially reasonable efforts, to obtain, prior
      to
      the date of the Initial Advance, estoppel certificates from tenants as required
      by paragraph (12) of Section 4.01, Borrowers shall continue to use
      such efforts to obtain such estoppel certificates after the date of the Initial
      Advance.

     

    SECTION
      6.11  Compliance
      with
      Covenants, Restrictions and Easements.  Comply
      with all restrictions, covenants and easements affecting any Property or the
      Improvements thereon.

     

    SECTION
      6.12  Management,
      Leasing and Service Contracts.  Deliver
      to Administrative Agent, with respect to each Property, (i) as and when
      executed, certified copies of all management and leasing contracts, each of
      which shall be entered into with a party, and on terms and conditions,
      reasonably acceptable to Administrative Agent (without limiting the foregoing,
      Administrative Agent shall, promptly upon request, execute the pending Amended
      Plat of Twelve Oaks No. 1 substantially in the form previously furnished to
      Administrative Agent), and (ii) as and when requested by Administrative Agent,
      copies of all service contracts; contemporaneously with entering into each
      such
      management or leasing contract, at Administrative Agent’s option, cause the same
      to be collaterally assigned to Administrative Agent for the benefit of the
      Banks
      as additional security for the Loans and/or cause the manager or leasing agent
      under each such management or leasing contract to undertake, inter
      alia, to continue performance on the Banks’ behalf without additional cost
      in the event of a Default; cause each service contract to contain a provision
      allowing for the as-of-right cancellation thereof on thirty (30) days’ notice
      from the applicable Borrower or its successors as owners of the Property; and
      keep in full force and effect and not materially modify the management and
      leasing agreement(s) approved pursuant to paragraph (14) of Section 4.01
      without Administrative Agent’s prior written consent, such consent not to be
      unreasonably withheld.

     

    SECTION
      6.13  Correction
      of
      Defects; Remediation.  Upon
      demand of Administrative Agent or the Engineering Consultant, correct any
      material defects (including structural) in the Improvements on any Property;
      and
      diligently cause the completion of and payment for the Hazardous Materials
      removal/remediation described in the remediation/management plan referred to
      in
      paragraph (9) of Section 4.01.

     

    SECTION
      6.14  Estoppel
      Certificates.  Within
      three (3) days upon request in person or within five (5) days upon request
      by
      mail, furnish to Administrative Agent or such other Persons as Administrative
      Agent may designate, a statement, duly acknowledged, of the amount due, whether
      for principal or interest, under the Notes, and whether any offsets,
      counterclaims or defenses exist against the Obligations.

     

    ARTICLE
      VII

     

    


     

    NEGATIVE
      COVENANTS

     

    So
      long as any of
      the Notes shall remain unpaid, or the Loan Commitments remain in effect, or
      any
      other amount is owing by any Borrower or TRG to Administrative Agent or any
      Bank
      hereunder or under any other Loan Document, no Borrower Party shall do, or
      permit or suffer to be done, any or all of the following (with Sections 7.07
      and
      7.08 applying only to Borrowers):

     

    SECTION
      7.01  Mergers
      Etc.  Merge
      or consolidate with any Person (except where a Borrower, TRG or a Person
      wholly-owned by a Borrower or TRG is the surviving entity), or sell, assign,
      lease or otherwise dispose of (whether in one transaction or in a series of
      transactions) all or substantially all of its assets (whether now owned or
      hereafter acquired), except as expressly permitted by Section
      12.06.  TRG shall deliver to Administrative Agent, at least fifteen
      (15) business days prior to the closing of any transaction described in this
      Section, a compliance certificate of the sort required by clause (b) of
      paragraph (3) of Section 6.09, prepared on a pro-forma basis after giving effect
      to such transaction.)

     

    SECTION
      7.02  Investments.

     

    (a)  No
      Borrower shall
      make any loan to any Person, except as may be made in such Borrower’s ordinary
      course of business of operating shopping malls or centers, or otherwise acquire
      any capital stock, assets, obligations or other securities of, make any capital
      contributions to, or otherwise invest in, or acquire any interest in, any
      Person.

     

    (b)  TRG
      shall not make
      any loan or advance to any Person or purchase or otherwise acquire any capital
      stock, assets, obligations or other securities of, make any capital contribution
      to, or otherwise invest in, or acquire any interest in, any Person (any such
      transaction, an “Investment”) if (1) the Investment is in connection with
      something other than a retail shopping center and the amount of any single
      such
      Investment (or the aggregate amount of any single such Investment together
      with
      all related Investments), would exceed 20% of Net Worth, (2) except to the
      extent permitted by clause (3) below, such Investment constitutes the
      acquisition of a minority interest in a Person (a “Minority Interest”) and the
      amount of such Investment, together with the value of all other Minority
      Interests acquired after the Closing Date contributing to Capitalization Value,
      would exceed 10% of Net Worth or (3) such Investment constitutes the acquisition
      of a Minority Interest in a regional shopping center or portfolio of regional
      shopping centers and the amount of such Investment, together with the value
      of
      all other such Minority Interests, would exceed 20% of Net Worth.  A
      50% beneficial interest in a Person, in connection with which the holder thereof
      exercises joint control over such Person with the holder(s) of the other 50%
      beneficial interest, shall not constitute a “Minority Interest” for purposes of
      this Section.

     

    SECTION
      7.03  Sale
      of
      Assets.  Permit
      TRG to effect a Disposition of any of its now owned or hereafter acquired
      assets, including assets in which TRG owns a beneficial interest through its
      ownership of interests in joint ventures, aggregating more than 20% of
      Capitalization Value.

     

    SECTION
      7.04  Interest
      Rate
      Hedging.  Permit
      or suffer more than 25% of Total Outstanding Indebtedness not to be “hedged”;
      for purposes of this Section, “hedged” shall mean bearing interest at an
      effective fixed rate, either pursuant to the debt instrument itself or through
      the operation of a “cap”, “collar”, “swap” or comparable interest rate
      protection contract, such debt instrument, or instrument creating the “cap”,
“collar”, “swap” or comparable interest rate protection contract, as the case
      may be, having an original term of at least twelve (12) months (unless less
      than
      twelve (12) months remains until the maturity of the debt which is hedged,
      in
      which case the required term shall be such period less than twelve (12)
      months).

     

    SECTION
      7.05  Control
      of
      Borrower.  At
      any
      time permit or suffer the failure or inability of TCI to be the managing general
      partner of TRG or at any time permit or suffer the failure or inability of
      TRG
      to control, directly or indirectly, each Borrower.

     

    SECTION
      7.06  Certain
      Restrictions on Activities of TCI.  At
      any
      time, suffer or permit TCI to incur any Debt in its own name or to own any
      material assets other than its interests in TRG and incidental assets and assets
      which, for legitimate business purposes, must be owned by TCI on a temporary
      basis prior to being transferred to TRG, or engage in any business other than
      the ownership of such interests.

     

    SECTION
      7.07  Indebtedness.  Directly
      or indirectly create, incur or assume any indebtedness other than (a) the Debt
      for the Loans hereunder, (b) trade payable or accrued expenses that are not
      secured and are incurred in the ordinary course of a Borrower’s business and not
      more than 60 days past due unless being contested in good faith and (c) Capital
      Leases for, or grants of security interests in, fixtures or other equipment
      utilized by Borrowers for which the aggregate amount payable by the applicable
      Borrower does not exceed $5,000,000.00.

     

    SECTION
      7.08  No
      Transfers or
      Encumbrances; Permitted Transfers.  Violate
      the restrictions on sales or encumbrances set forth in Section 1.18 of its
      Mortgage; provided that (a) Administrative Agent shall at the request, and
      at the sole cost and expense, of a Borrower (and is hereby vested by Banks
      with
      the power to) execute consents, subordinations or partial releases, as
      applicable, with respect to any necessary or appropriate easements, plats of
      subdivision, deeds for dedications or boundary modifications, or other similar
      documents relating to a Property so long as such documents are in form and
      substance reasonably acceptable to Administrative Agent (without limiting the
      foregoing, Administrative Agent shall promptly upon request execute the pending
      Amended Plat of Twelve Oaks No. 1 substantially in the form previously
      furnished  to Administrative Agent) and (b) with respect to
      Dolphin, Dolphin LLC may request releases of all or any portion of the
      parcels of land identified on EXHIBIT J being sold by Dolphin LLC and,
      so long as (i) no Event of Default is then continuing, (ii) with
      respect to any such parcel within the ring road, an REA or similar agreement
      reasonably satisfactory to Administrative Agent has been recorded,
      (iii) the documents to be executed by Administrative Agent are in form and
      substance reasonably acceptable to Administrative Agent, Administrative Agent
      shall (and is hereby vested by Banks with the power to) consent to such release
      (in the alternative, Dolphin LLC may ground lease any such parcel, and
      Administrative Agent shall, upon request, subordinate the Mortgage on Dolphin
      to
      any such ground lease reasonably acceptable to Administrative
      Agent).

     

    ARTICLE
      VIII

     

    


     

    FINANCIAL
      COVENANTS AND ADJUSTMENTS

     

    SECTION
      8.01  Financial
      Covenants.  So
      long
      as any of the Notes shall remain unpaid, or the Loan Commitments shall remain
      in
      effect, or any other amount is owing to Administrative Agent or any Bank under
      this Agreement or under any other Loan Document, (a) with respect to
      clauses (1) to and including (5) below, Borrowers shall cause TRG not
      to permit or suffer and (b) with respect to clauses (6) and (7) below, Borrowers
      shall not permit or suffer:

     

    (1)  Net
      Worth.  At any time, Net Worth to be less than $1,450,000,000;
      or

     

    (2)  Leverage
      Ratio.  At any time, Leverage Ratio to exceed 65%; or

     

    (3)  Relationship
      of
      Combined EBITDA to Fixed Charges.  As of the end of any calendar
      quarter, the ratio of (i) Combined EBITDA to (ii) Fixed Charges, each for the
      twelve (12)-month period then ended and taken as a whole, to be less than 1.50
      to 1.00; or

     

    (4)  Relationship
      of
      Combined EBITDA to Interest Expense.  As of the end of any
      calendar quarter, the ratio of (i) Combined EBITDA to (ii) Interest Expense,
      each for the twelve (12) month period then ended and taken as a whole, to be
      less than 1.80 to 1.00.

     

    (5)  Payout
      Ratio. Any Restricted Payment to be made during any of its fiscal quarters,
      which, when added to all Restricted Payments made during the three (3)
      immediately preceding fiscal quarters, exceeds 95% of Distributable Cash Flow;
      provided, however, that TRG shall be permitted, provided there
      exists no Event of Default, to make Restricted Payments in excess of 95% of
      Distributable Cash Flow (i) as may be necessary under Section 857(a) of the
      Code
      to maintain TCI’s tax status as a real estate investment trust, (ii) pursuant to
      Section 5.2(a)(i) or Section 5.3 of TRG’s agreement of limited partnership,
      or any other provision of TRG’s agreement of limited partnership, as the same
      may hereafter be amended, that requires preferential distributions to be made
      or
      (iii) pursuant to Section 5.2(a)(iii) of TRG’s agreement of limited partnership,
      to the extent that such distributions pursuant to said Section 5.2(a)(iii)
      derive from the disposition of any property owned by TRG at any time prior
      to
      May 6, 2000.  For purposes of this Article, “Restricted Payment”
means any distribution or other payment made out of Funds From Operations by
      TRG
      to its partners; or

     

    (6)  Property
      Debt
      Yield.  As of the end of any calendar quarter, Property Debt Yield
      for such calendar quarter to be less than 12%; or

     

    (7)  Relationship
      of
      Property EBITDA to Interest Expense on Loans.  As of the end of
      any calendar quarter, the ratio of (i) Property EBITDA to (ii) that portion
      of Interest Expense attributable to the Loans, each for the prior twelve
      (12)-month period then ended and taken as a whole, to be less than 1.75 to
      1.00.

     

    SECTION
      8.02  Certain
      Pro-Forma Adjustments.  For
      purposes of the calculation of the financial covenants set forth in Section
      8.01, the following adjustments shall be made in the case of each property
      acquired, or each “property put into service”, or each property disposed of, by
      TRG during the applicable test period:

     

    (1)  In
      the case of each
      property acquired or put into service, the contribution of said property to
      Capitalization Value shall be the lesser of (a) such property’s contribution to
      Combined EBITDA, annualized based on Borrower’s period of ownership or
      operation, divided by seven percent (7.0%) or (b) the acquisition cost or cost
      of the property.  In the case of each property disposed of by Borrower
      during the applicable test period, such property shall be deemed to have made
      no
      contribution to Capitalization Value for the applicable twelve (12)-month
      period.

     

    (2)  In
      the case of each
      property acquired or put into service, the contribution of said property to
      Combined EBITDA shall be an annualized amount based upon the period of
      Borrower’s ownership or operation.  In the case of each property
      disposed of by Borrower during the applicable test period, such property shall
      be deemed to have made no contribution to Combined EBITDA for the applicable
      twelve (12)-month period.

     

    (3)  In
      the case of each
      property acquired or put into service, the contribution of said property to
      Interest Expense for the applicable twelve (12)-month period shall be equal
      to
      actual interest expense with respect to the Debt incurred or assumed in
      connection with the acquisition, from the date of the acquisition or the date
      the asset is put into service until the end of such twelve (12)-month period,
      annualized.  In the case of each property disposed of during the
      applicable test period, such property shall be deemed to have made no
      contribution to Interest Expense for such period.

     

    In
      addition, if any
      Debt of TRG is refinanced during an applicable test period, the calculation
      of
      Interest Expense shall be adjusted as follows.  The contribution of
      the Debt that was refinanced to Interest Expense for the applicable twelve
      (12)-month period shall be equal to actual interest expense on the refinanced
      Debt from the date of the refinancing to the end of such twelve (12)-month
      period, annualized.

     

    As
      used in this
      Section 8.02, the term “property put into service” means any property that has
      been opened to the public for business and which has generated revenues for
      a
      period of at least thirty (30) days.

     

    ARTICLE
      IX

     

    


     

    EVENTS
      OF DEFAULT

     

    SECTION
      9.01  Events
      of
      Default.  Any
      of
      the following events shall be an “Event of Default”:

     

    (1)  If
      any Borrower
      shall:  fail to pay the principal of any Notes as and when due; or
      fail to pay interest accruing on any Notes as and when due and such failure
      to
      pay shall continue unremedied for five (5) days after the due date of such
      interest; or if any Borrower or TRG shall fail to pay any fee or any other
      amount due under this Agreement or any other Loan Document or the Supplemental
      Fee Letter as and when due and such failure to pay shall continue unremedied
      for
      two (2) days after notice by Administrative Agent of such failure to pay;
      or

     

    (2)  If
      any
      representation or warranty made by any Borrower or TRG in any Loan Document
      or
      which is contained in any certificate, document, opinion, financial or other
      statement furnished at any time under or in connection with a Loan Document
      shall prove to have been incorrect in any material respect on or as of the
      date
      made or deemed made; or

     

    (3)  If
      (a) any Borrower
      or TRG shall fail to perform or observe any term, covenant or agreement
      contained in Article VII or Article VIII or (b) any Borrower or TRG shall
      fail to perform or observe any term, covenant or agreement contained in Article
      VI or otherwise contained in this Agreement (other than obligations specifically
      referred to elsewhere in this Section) or in any other Loan Document, or in
      the
      Supplemental Fee Letter or in any other document executed by any Borrower or
      TRG
      and delivered to Administrative Agent and/or the Banks in connection with the
      transactions contemplated hereby and such failure under this clause (b) shall
      remain unremedied for thirty (30) consecutive calendar days after notice by
      Administrative Agent to Borrowers thereof (or such shorter cure period as may
      be
      expressly prescribed in the applicable document); provided,
however, that if any such default under clause (b) above cannot by
      its
      nature be cured within such thirty (30) day, or shorter, as the case may be,
      grace period and so long as the applicable Borrower or TRG, as the case may
      be,
      shall have commenced cure within such thirty (30) day, or shorter, as the case
      may be, grace period and shall, at all times thereafter, diligently prosecute
      the same to completion, the applicable Borrower or TRG, as the case may be,
      shall have an additional period, not to exceed sixty (60) days, to cure such
      default; in no event, however, is the foregoing intended to effect an extension
      of the Maturity Date; or

     

    (4)  If
      any Borrower,
      TRG or TCI shall fail (a) to pay any Debt (other than the payment obligations
      described in paragraph (1) of this Section) in an amount equal to or greater
      than $10,000,000 when due (whether by scheduled maturity, required prepayment,
      acceleration, demand, or otherwise) or (b) to perform or observe any material
      term, covenant, or condition under any agreement or instrument relating to
      any
      such Debt, when required to be performed or observed, if the effect of such
      failure to perform or observe is to accelerate, or to permit the acceleration
      of, after the giving of notice or the lapse of time, or both (other than in
      cases where, in the judgment of the Required Banks, meaningful discussions
      likely to result in (i) a waiver or cure of the failure to perform or observe
      or
      (ii) otherwise averting such acceleration are in progress between a Borrower,
      TRG or TCI, as the case may be, and the obligee of such Debt), the maturity
      of
      such Debt, or any such Debt shall be declared to be due and payable, or required
      to be prepaid (other than by a regularly scheduled or otherwise required
      prepayment), prior to the stated maturity thereof; or

     

    (5)  If
      (w) any
      Borrower, (x) TCI, (y) TRG, or (z) any Affiliate(s) (other than any
      Borrower) of TRG to which $100,000,000 or more in the aggregate of
      Capitalization Value is attributable, shall:  (a) generally not, or be
      unable to, or shall admit in writing its inability to, pay its debts as such
      debts become due; or (b) make an assignment for the benefit of creditors,
      petition or apply to any tribunal for the appointment of a custodian, receiver
      or trustee for it, all or any portion of any Property or the Improvements
      thereon or all or a substantial part of its other assets; or (c) commence any
      proceeding under any bankruptcy, reorganization, arrangement, readjustment
      of
      debt, dissolution or liquidation Law of any jurisdiction, whether now or
      hereafter in effect; or (d) have had any such petition or application filed
      or
      any such proceeding shall have been commenced, against it or all or any portion
      of any Property or the Improvements thereon, in which an adjudication or
      appointment is made or order for relief is entered, or which petition,
      application or proceeding remains undismissed or unstayed for a period of sixty
      (60) days or more; or (e) be the subject of any proceeding under which all
      or
      any portion of any Property or the Improvements thereon or all or a substantial
      part of its other assets may be subject to seizure, forfeiture or divestiture;
      or (f) by any act or omission indicate its consent to, approval of or
      acquiescence in any such petition, application or proceeding or order for relief
      or the appointment of a custodian, receiver or trustee for all or any portion
      of
      any Property or the Improvements thereon or all or a substantial part of its
      other property; or (g) suffer any such custodianship, receivership or
      trusteeship for all or any portion of any Property or the Improvements thereon
      or all or a substantial part of its other property, to continue undischarged
      for
      a period of sixty (60) days or more; or

     

    (6)  If
      one or more
      judgments, decrees or orders for the payment of money in excess of
      $10,000,000 in the aggregate shall be rendered against any Borrower, TCI or
      TRG,
      and any such judgments, decrees or orders shall continue unsatisfied and in
      effect for a period of thirty (30) consecutive days without being vacated,
      discharged, satisfied or stayed or bonded pending appeal; or

     

    (7)  If
      at any time any
      portion of any Borrower’s or TRG’s assets constitute plan assets for ERISA
      purposes (within the meaning of C.F.R. § 2510.3-101); or if any of the following
      events shall occur or exist with respect to any Borrower, TRG or any ERISA
      Affiliate:  (a) any Prohibited Transaction involving any Plan; (b) any
      Reportable Event with respect to any Plan; (c) the filing under Section 4041
      of
      ERISA of a notice of intent to terminate any Plan or the termination of any
      Plan; (d) any event or circumstance which might constitute grounds entitling
      the
      PBGC to institute proceedings under Section 4042 of ERISA for the termination
      of, or for the appointment of a trustee to administer, any Plan, or the
      institution by the PBGC of any such proceedings; or (e) complete or partial
      withdrawal under Section 4201 or 4204 of ERISA from a Multiemployer Plan or
      the
      reorganization, insolvency, or termination of any Multiemployer Plan; and in
      each case above, if such event or conditions, if any, could in the opinion
      of
      any Bank subject any Borrower, TRG or any ERISA Affiliate to any tax, penalty,
      or other liability to a Plan, Multiemployer Plan, the PBGC or otherwise (or
      any
      combination thereof) which in the aggregate exceeds or may exceed $500,000;
      or

     

    (8)  If
      at any time TCI
      is not a qualified real estate investment trust under Sections 856 through
      860
      of the Code or is not listed on the New York Stock Exchange or the American
      Stock Exchange; or

     

    (9)  If
      at any time any
      Borrower or TRG fails to operate as a real estate operating company for ERISA
      purposes (within the meaning of C.F.R. §2510.3-101); or

     

    (10)  If
      any Borrower or
      TRG violates their respective organizational documents in any respect that
      would
      materially adversely affect the Banks; or

     

    (11)  If
      any Mortgage
      shall at any time and for any reason cease to create a valid and perfected
      first
      priority Lien on the Mortgaged Property purported to be subject thereto or
      to be
      in full force and effect; or shall be declared null and void; or any party
      thereto shall deny any further liability or obligation thereunder;
      or

     

    (12)  If
      there shall
      occur an “Event of Default” under any Mortgage or other Loan Document (as such
      quoted term is defined in such Mortgage or other Loan Document).

     

    SECTION
      9.02  Remedies.  If
      any
      Event of Default shall occur and be continuing, Administrative Agent may, and
      upon the request of the Required Banks shall, by notice to Borrowers (1) declare
      the outstanding principal balance of the Notes, all interest thereon, and all
      other amounts payable under this Agreement and the other Loan Documents to
      be
      forthwith due and payable, whereupon such balance, all such interest, and all
      such amounts due under this Agreement and under the other Loan Documents shall
      become and be forthwith due and payable, without presentment, demand, protest,
      or further notice of any kind, all of which are hereby expressly waived by
      each
      Borrower; (2) terminate the Loan Commitments and/or (3) exercise any
      remedies provided in any of the Loan Documents or by law.  In addition
      to the foregoing, upon the occurrence of an Event of Default with respect to
      any
      Borrower or TRG under either of clauses (c) or (d) of subparagraph (5) of
      Section 9.01, the Notes shall be deemed immediately accelerated and the Loan
      Commitments automatically terminated without the necessity of any notice or
      other action of Administrative Agent.

     

    ARTICLE
      X

     

    


     

    ADMINISTRATIVE
      AGENT; RELATIONS AMONG BANKS

     

    SECTION
      10.01  Appointment,
      Powers and Immunities of Administrative Agent.  Each
      Bank hereby irrevocably appoints and authorizes Administrative Agent to act
      as
      its agent hereunder and under any other Loan Document with such powers as are
      specifically delegated to Administrative Agent by the terms of this Agreement
      and any other Loan Document, together with such other powers as are reasonably
      incidental thereto.  Administrative Agent shall have no duties or
      responsibilities except those expressly set forth in this Agreement and any
      other Loan Document or required by law, and shall not by reason of this
      Agreement be a fiduciary or trustee for any Bank except to the extent that
      Administrative Agent acts as an agent with respect to the receipt or payment
      of
      funds (nor shall Administrative Agent have any fiduciary duty to any Borrower
      nor shall any Bank have any fiduciary duty to any Borrower or to any other
      Bank).  Administrative Agent shall not be responsible to the Banks for
      any recitals, statements, representations or warranties made by any Borrower
      or
      any officer, partner or official of any Borrower or any other Person contained
      in this Agreement or any other Loan Document, or in any certificate or other
      document or instrument referred to or provided for in, or received by any of
      them under, this Agreement or any other Loan Document, or for the value,
      legality, validity, effectiveness, genuineness, enforceability or sufficiency
      of
      this Agreement or any other Loan Document or any other document or instrument
      referred to or provided for herein or therein, for the perfection or priority
      of
      any Lien securing the Obligations or for any failure by any Borrower or any
      other obligor to perform any of its obligations hereunder or
      thereunder.  Administrative Agent may employ agents and
      attorneys-in-fact and shall not be responsible, except as to money or securities
      received by it or its authorized agents, for the negligence or misconduct of
      any
      such agents or attorneys-in-fact selected by it with reasonable
      care.  Neither Administrative Agent nor any of its directors,
      officers, employees or agents shall be liable or responsible 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.  Borrowers shall pay any fee
      agreed to by Borrowers and Administrative Agent with respect to Administrative
      Agent’s services hereunder.  Administrative Agent may designate other
      Banks as being a Syndication Agent, Documentation Agent, Managing Agent or
      other
      similar title.  The conferring of any such title on a Bank shall not
      be deemed to confer any additional rights or responsibilities on any such Bank,
      and no part of the rights or responsibilities of Administrative Agent shall
      be
      deemed transferred thereby.

     

    SECTION
      10.02  Reliance
      by
      Administrative Agent.  Administrative
      Agent shall be entitled to rely upon any certification, notice or other
      communication (including any thereof by telephone, telex, telegram or cable)
      believed by it to be genuine and correct and to have been signed or sent by
      or
      on behalf of the proper Person or Persons, and upon advice and statements of
      legal counsel, independent accountants and other experts selected by
      Administrative Agent.  Administrative Agent may deem and treat each
      Bank as the holder of the Loan made by it for all purposes hereof and shall
      not
      be required to deal with any Person who has acquired a Participation in any
      Loan
      or Participation from a Bank.  As to any matters not expressly
      provided for by this Agreement or any other Loan Document, Administrative Agent
      shall in all cases be fully protected in acting, or in refraining from acting,
      hereunder in accordance with instructions signed by the Required Banks, and
      such
      instructions of the Required Banks and any action taken or failure to act
      pursuant thereto shall be binding on all of the Banks and any other holder
      of
      all or any portion of any Loan or Participation.

     

    SECTION
      10.03  Defaults.  Administrative
      Agent shall not be deemed to have knowledge of the occurrence of a Default
      or
      Event of Default (other than those relating to the payment of principal or
      interest) unless Administrative Agent has received notice from a Bank or a
      Borrower specifying such Default or Event of Default and stating that such
      notice is a “Notice of Default.”  In the event that Administrative
      Agent receives such a notice of the occurrence of a Default or Event of Default,
      Administrative Agent shall give prompt notice thereof to the
      Banks.  Administrative Agent, following consultation with the Banks,
      shall (subject to Section 10.07) take such action with respect to such Default
      or Event of Default which is continuing, or with respect to the exercise of
      remedies, including with respect to realization on, or operation or disposition
      of, any Collateral, as shall be directed by the Required Banks; provided that,
      unless and until Administrative Agent shall have received such directions,
      Administrative Agent may take such action, or refrain from taking such action,
      with respect to such Default or Event of Default as it shall determine in good
      faith (x) is necessary to protect the Collateral or the best interests of
      the Banks and (y) needs to be taken prior to the time a determination is
      reached as to such matter by the Required Banks.  (To the extent, if
      any, that the authority granted to the Administrative Agent in the preceding
      sentence is more limited than that granted the Administrative Agent generally
      in
      the Loan Documents to exercise default remedies, said limitation shall solely
      benefit the Banks and not any Borrower or TRG.)  In no event shall
      Administrative Agent be required to take any such action which it determines
      to
      be contrary to law.

     

    SECTION
      10.04  Rights
      of
      Administrative Agent as a Bank.  With
      respect to its Loan Commitment and the Loan provided by it, Administrative
      Agent
      in its capacity as a Bank hereunder shall have the same rights and powers
      hereunder as any other Bank and may exercise the same as though it were not
      acting as Administrative Agent, and the term “Bank” or “Banks” shall, unless the
      context otherwise indicates, include Administrative Agent in its capacity as
      a
      Bank.  Administrative Agent and its Affiliates may (without having to
      account therefor to any Bank) accept deposits from, lend money to (on a secured
      or unsecured basis), and generally engage in any kind of banking, trust or
      other
      business with any Borrower (and any Affiliates of any Borrower) as if it were
      not acting as Administrative Agent.

     

    SECTION
      10.05  Sharing
      of Costs
      by Banks; Indemnification of Administrative Agent.  Each
      Bank agrees to pay its ratable share, based on the respective outstanding
      principal balances under its Notes and the other Notes, of any expenses incurred
      (and not paid or reimbursed by Borrowers after demand for payment is made by
      Administrative Agent) by or on behalf of the Banks in connection with any
      Default or Event of Default, including, without limitation, costs of enforcement
      of the Loan Documents and any advances to pay taxes or insurance premiums or
      otherwise to preserve the Lien of any Mortgage or to preserve or protect any
      Mortgaged Property.  In the event a Bank fails to pay its share of
      expenses as aforesaid, and all or a portion of such unpaid amount is paid by
      Administrative Agent and/or one or more of the other Banks, then the defaulting
      Bank shall reimburse Administrative Agent and/or the other Bank(s) for the
      portion of such unpaid amount paid by it or them, as the case may be, together
      with interest thereon at the Base Rate from the date of payment by
      Administrative Agent and/or the other Bank(s).  In addition, each Bank
      agrees to indemnify Administrative Agent (to the extent not reimbursed under
      Section 12.04 or under the other applicable provisions of any Loan Document,
      but
      without limiting the obligations of any Borrower under Section 12.04 or such
      other provisions), for its Pro Rata Share of any and all 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 Administrative Agent in any way relating
      to
      or arising out of this Agreement, any other Loan Document or any other documents
      contemplated by or referred to herein or the transactions contemplated hereby
      or
      thereby (including, without limitation, the costs and expenses which Borrowers
      are obligated to pay under Section 12.04 or under any other applicable
      provisions of any Loan Document) or the enforcement of any of the terms hereof
      or thereof or of any such other documents or instruments; provided,
however, that no Bank shall be liable for (1) any of the foregoing
      to the
      extent they arise from the gross negligence or willful misconduct of the party
      to be indemnified, (2) any loss of principal or interest with respect to
      Administrative Agent’s Loan or (3) any loss suffered by Administrative Agent in
      connection with a swap or other interest rate hedging arrangement entered into
      with any Borrower.

     

    SECTION
      10.06  Non-Reliance
      on
      Administrative Agent and Other Banks.  Each
      Bank agrees that it has, independently and without reliance on Administrative
      Agent or any other Bank, and based on such documents and information as it
      has
      deemed appropriate, made its own analysis of the Collateral and of the credit
      of
      each Borrower and TRG, and its own decision to enter into this Agreement and
      that it will, independently and without reliance upon Administrative Agent
      or
      any other Bank, and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own analysis and decisions in
      taking or not taking action under this Agreement or any other Loan
      Document.  Administrative Agent shall not be required to keep itself
      informed as to the performance or observance by any Borrower or TRG of this
      Agreement or any other Loan Document or any other document referred to or
      provided for herein or therein or to inspect the properties (including, without
      limitation, any Property) or books of any Borrower or TRG.  Except for
      notices, reports and other documents and information expressly required to
      be
      furnished to the Banks by Administrative Agent hereunder, Administrative Agent
      shall not have any duty or responsibility to provide any Bank with any credit
      or
      other information concerning the affairs, financial condition or business of
      any
      Borrower, TRG or any other Affiliate of any Borrower or TRG which may come
      into
      the possession of Administrative Agent or any of its
      Affiliates.  Administrative Agent shall not be required to file this
      Agreement, any other Loan Document or any document or instrument referred to
      herein or therein, for record or give notice of this Agreement, any other Loan
      Document or any document or instrument referred to herein or therein, to
      anyone.

     

    SECTION
      10.07  Failure
      of
      Administrative Agent to Act.  Except
      for action expressly required of Administrative Agent hereunder, Administrative
      Agent shall in all cases be fully justified in failing or refusing to act
      hereunder unless it shall have received further assurances (which may include
      cash collateral) of the indemnification obligations of the Banks under Section
      10.05 in respect of any and all liability and expense which may be incurred
      by
      it by reason of taking or continuing to take any such action.  If any
      indemnity furnished to Administrative Agent for any purpose shall, in the
      opinion of Administrative Agent, be insufficient or become impaired,
      Administrative Agent may call for an additional indemnity and cease, or not
      commence, the action indemnified against until such additional indemnity is
      furnished.

     

    SECTION
      10.08  Resignation
      or
      Removal of Administrative Agent.  Administrative
      Agent may resign on thirty (30) days’ prior written notice to Borrowers and the
      Banks.  Administrative Agent may be removed by the Required Banks
      (determined exclusive of the Administrative Agent) in the event of
      Administrative Agent’s gross negligence, willful misconduct or material breach
      of this Agreement, provided that Borrowers and the other Banks shall be promptly
      notified thereof.  Upon any such resignation or removal, the Required
      Banks shall have the right to appoint a successor Administrative Agent which
      successor Administrative Agent, so long as it is reasonably acceptable to the
      Required Banks, shall be that Bank, excluding the resigning Administrative
      Agent, then having the greatest Loan Commitment (or, if more than one Bank,
      one
      of such Banks, as selected by the Required Banks.).  If no successor
      Administrative Agent shall have been so appointed by the Required Banks and
      shall have accepted such appointment within thirty (30) days after the
      resignation or removal of the retiring Administrative Agent, then the retiring
      Administrative Agent may, on behalf of the Banks, appoint a successor
      Administrative Agent, which shall be one of the
      Banks.  Notwithstanding the above provisions of this Section 10.08, if
      no Event of Default exists the identity of any successor Administrative Agent
      shall be subject to the approval of Borrowers, such approval not to be
      unreasonably withheld or delayed. The Required Banks or the retiring
      Administrative Agent, as the case may be, shall upon the appointment of a
      successor Administrative Agent promptly so notify Borrowers and the other
      Banks.  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, and the retiring
      Administrative Agent shall be discharged from its duties and obligations
      hereunder.  After any retiring Administrative Agent’s removal or
      resignation hereunder as Administrative Agent, the provisions of this Article
      X
      shall continue in effect for its benefit in respect of any actions taken or
      omitted to be taken by it while it was acting as Administrative
      Agent.

     

    SECTION
      10.09  Amendments
      Concerning Agency Function.  Notwithstanding
      anything to the contrary contained in this Agreement, Administrative Agent
      shall
      not be bound by any waiver, amendment, supplement or modification of this
      Agreement or any other Loan Document which affects its duties, rights, and/or
      functions hereunder or thereunder unless it shall have given its prior written
      consent thereto.

     

    SECTION
      10.10  Liability
      of
      Administrative Agent.  Administrative
      Agent shall not have any liabilities or responsibilities to any Borrower on
      account of the failure of any Bank to perform its obligations hereunder or
      to
      any Bank on account of the failure of any Borrower to perform its obligations
      hereunder or under any other Loan Document.

     

    SECTION
      10.11  Transfer
      of
      Agency Function.  Without
      the consent of any Borrower or any Bank, Administrative Agent may at any time
      or
      from time to time transfer its functions as Administrative Agent hereunder
      to
      any of its offices wherever located in the United States, provided that
      Administrative Agent shall promptly notify Borrowers and the Banks
      thereof.

     

    SECTION
      10.12  Non-Receipt
      of
      Funds by Administrative Agent Adjustments.

     

    (a)  Unless
      Administrative Agent shall have received notice from a Bank or the applicable
      Borrower (either one as appropriate being the “Payor”) prior to the date on
      which such Bank is to make payment hereunder to Administrative Agent of the
      proceeds of a Loan or such Borrower is to make payment to Administrative Agent,
      as the case may be (either such payment being a “Required Payment”), which
      notice shall be effective upon receipt, that the Payor will not make the
      Required Payment in full to Administrative Agent, Administrative Agent may
      assume that the Required Payment has been made in full to Administrative Agent
      on such date, and Administrative Agent in its sole discretion may, but shall
      not
      be obligated to, in reliance upon such assumption, make the amount thereof
      available to the intended recipient on such date.  If and to the
      extent the Payor shall not have in fact so made the Required Payment in full
      to
      Administrative Agent, the recipient of such payment shall repay to
      Administrative Agent forthwith on demand such amount made available to it
      together with interest thereon, for each day from the date such amount was
      so
      made available by Administrative Agent until the date Administrative Agent
      recovers such amount, at the Federal Funds Rate for three (3) Banking Days
      and
      thereafter at the Base Rate.

     

    (b)  If,
      after
      Administrative Agent has paid each Bank’s share of any payment received or
      applied by Administrative Agent in respect of the Loans, that payment is
      rescinded or must otherwise be returned or paid over by Administrative Agent,
      whether pursuant to any bankruptcy or insolvency Law, sharing of payments clause
      of any loan agreement or otherwise, such Bank shall, at Administrative Agent’s
      request, promptly return its share of such payment or application to
      Administrative Agent, together with such Bank’s proportionate share of any
      interest or other amount required to be paid by Administrative Agent with
      respect to such payment or application.  In addition, if a court of
      competent jurisdiction shall adjudge that any amount received and distributed
      by
      Administrative Agent is to be repaid, each Person to whom any such distribution
      shall have been made shall either repay to Administrative Agent its share of
      the
      amount so adjudged to be repaid or shall pay over the same in such manner and
      to
      such Persons as shall be determined by such court.

     

    SECTION
      10.13  Withholding
      Taxes.  Each
      Bank represents that it is entitled to receive any payments to be made to it
      hereunder without the withholding of any tax and will furnish to Administrative
      Agent such forms, certifications, statements and other documents as
      Administrative Agent or Borrowers may request from time to time to evidence
      such
      Bank’s exemption from the withholding of any tax imposed by any jurisdiction or
      to enable Administrative Agent to comply with any applicable Laws relating
      thereto.  Without limiting the effect of the foregoing, if any Bank is
      not created or organized under the Laws of the United States or any state
      thereof, such Bank will furnish to Administrative Agent a U.S. Internal Revenue
      Service Form W-8ECI in respect of all payments to be made to such Bank by
      Borrowers or Administrative Agent under this Agreement or any other Loan
      Document or a U.S. Internal Revenue Service Form W-8BEN establishing such Bank’s
      complete exemption from United States withholding tax in respect of payments
      to
      be made to such Bank by Borrowers or Administrative Agent under this Agreement
      or any other Loan Document, or such other forms, certifications, statements
      or
      documents, duly executed and completed by such Bank as evidence of such Bank’s
      exemption from the withholding of U.S. tax with respect
      thereto.  Administrative Agent shall not be obligated to make any
      payments hereunder to such Bank in respect of any Loan or Participation or
      such
      Bank’s Loan Commitment or obligation to purchase Participations until such Bank
      shall have furnished to Administrative Agent the requested form, certification,
      statement or document.

     

    SECTION
      10.14  Pro
      Rata
      Treatment.  Each
      advance of proceeds of the Loans shall be made by the Banks ratably according
      to
      the amounts of their respective Loan Commitments.

     

    SECTION
      10.15  Sharing
      of
      Payments Among Banks.  If
      a
      Bank shall obtain payment of any principal of or interest on any Loan made
      by it
      through the exercise of any right of setoff, banker’s lien, counterclaim, or by
      any other means (including direct payment), and such payment results in such
      Bank receiving a greater payment than it would have been entitled to had such
      payment been paid directly to Administrative Agent for disbursement to the
      Banks, then such Bank shall promptly purchase for cash from the other Banks
      Participations in the Loans made by the other Banks in such amounts, and make
      such other adjustments from time to time as shall be equitable to the end that
      all the Banks shall share ratably the benefit of such payment.  To
      such end the Banks shall make appropriate adjustments among themselves (by
      the
      resale of Participations sold or otherwise) if such payment is rescinded or
      must
      otherwise be restored.  Each Borrower agrees that any Bank so
      purchasing a Participation in the Loans made by other Banks may exercise all
      rights of setoff, banker’s lien, counterclaim or similar rights with respect to
      such Participation.  Nothing contained herein shall require any Bank
      to exercise any such right or shall affect the right of any Bank to exercise,
      and retain the benefits of exercising, any such right with respect to any other
      indebtedness of any Borrower.

     

    SECTION
      10.16  Possession
      of
      Documents.  Each
      Bank shall keep possession of its own Note(s).  Administrative Agent
      shall hold all the other Loan Documents and related documents in its possession
      and maintain separate records and accounts with respect thereto, and shall
      permit the Banks and their representatives access at all reasonable times to
      inspect such Loan Documents, related documents, records and
      accounts.

     

    SECTION
      10.17  Minimum
      Commitment by Administrative Agent.  Notwithstanding
      the provisions of Section 12.05, Administrative Agent agrees, so long as there
      exists no Event of Default, to maintain a Loan Commitment in an amount no less
      than $15,000,000, and further agrees to hold and not to participate or assign
      any of such amount other than an assignment to a Federal Reserve Bank or to
      the
      Parent or a majority-owned subsidiary of Administrative Agent.

     

    ARTICLE
      XI

     

    


     

    NATURE
      OF OBLIGATIONS

     

    SECTION
      11.01  Absolute
      and
      Unconditional Obligations.  Borrowers
      and TRG acknowledge and agree that their obligations and liabilities under
      this
      Agreement and under the other Loan Documents shall be absolute and unconditional
      irrespective of (1) any lack of validity or enforceability of any of the
      Obligations, any Loan Documents, or any agreement or instrument relating
      thereto, (2) any change in the time, manner or place of payment of, or in any
      other term in respect of, all or any of the Obligations, or any other amendment
      or waiver of or consent to any departure from any Loan Documents or any other
      documents or instruments executed in connection with or related to the
      Obligations, (3) any exchange or release of any Collateral, or any release
      of
      any other Person from all or any of the Obligations or (4) any other
      circumstances which might otherwise constitute a defense available to, or a
      discharge of, any Borrower, TRG or any other Person in respect of the
      Obligations.

     

    The
      Obligations
      shall not be conditioned or contingent upon the pursuit by any Bank or any
      other
      Person at any time of any right or remedy against any Borrower, TRG or any
      other
      Person which may be or become liable in respect of all or any part of the
      Obligations or against any Collateral or guarantee therefor or right of setoff
      with respect thereto.

     

    SECTION
      11.02  Non-Recourse.

     

    (a)  Notwithstanding
      anything to the contrary contained in this Agreement, in any of the other Loan
      Documents, or in any other instruments, certificates, documents or agreements
      executed in connection with the Loans (all of the foregoing, for purposes of
      this Section, hereinafter referred to, individually and collectively, as the
      “Relevant Documents”), no recourse under or upon any Obligation, representation,
      warranty, promise or other matter whatsoever shall be had against any of the
      constituent partners of TRG or their successors or assigns (said constituent
      partners and their successors and assigns, for purposes of this Section,
      hereinafter referred to, individually and collectively, as the “TRG Partners”),
      and each Bank expressly waives and releases, on behalf of itself and its
      successors and assigns, all right to assert any liability whatsoever under
      or
      with respect to the Relevant Documents against, or to satisfy any claim or
      obligation arising thereunder against, any of the TRG Partners or out of any
      assets of the TRG Partners, provided, however, that nothing in
      this Section shall be deemed to (1) release TRG from any personal liability
      pursuant to, or from any of its respective obligations under, the Relevant
      Documents, or from personal liability for its fraudulent actions or fraudulent
      omissions, (2) release any TRG Partner from personal liability for its or
      his own fraudulent actions or fraudulent omissions, (3) constitute a waiver
      of
      any obligation evidenced or secured by, or contained in, the Relevant Documents
      or affect in any way the validity or enforceability of the Relevant Documents
      or
      (4) limit the right of Administrative Agent and/or the Banks to proceed against
      or realize upon all or any part of the Collateral or any and all of the assets
      of TRG or any Borrower (notwithstanding the fact that the TRG Partners have
      an
      ownership interest in TRG and, thereby, an interest in the assets of TRG and
      Borrowers) or to name TRG or any Borrower (or, to the extent that the same
      are
      required by applicable law or are determined by a court to be necessary parties
      in connection with an action or suit against TRG or any Borrower or all or
      any
      part of the Collateral, any of the Borrower Partners) as a party defendant
      in,
      and to enforce against all or any part of the Collateral and/or assets of TRG
      or
      any Borrower any judgment obtained by Administrative Agent and/or the Banks
      with
      respect to, any action or suit under the Relevant Documents so long as no
      judgment shall be taken (except to the extent taking a judgment is required
      by
      applicable law or determined by a court to be necessary to preserve
      Administrative Agent’s and/or Banks’ rights against TRG or Borrower or all or
      any part of the Collateral, but not otherwise) or shall be enforced against
      the
      TRG Partners, their successors and assigns, or their assets.

     

    (b)  Notwithstanding
      anything to the contrary contained in the Relevant Documents, no recourse under
      or upon any Obligation, representation, warranty, promise or other matter
      whatsoever shall be had against any of the constituent partners or members
      (other than TRG and, in such case, subject to in paragraph (a) above) of any
      Borrower or their respective successors or assigns (said constituent partners
      or
      members [other than TRG] and their respective successors and assigns, for
      purposes of this Section, hereinafter referred to, individually and
      collectively, as the “Borrower Partners”) and each Bank expressly waives and
      releases, on behalf of itself and its successors and assigns, all right to
      assert any liability whatsoever under or with respect to the Relevant Documents
      against, or to satisfy any claim or obligation arising thereunder against,
      any
      of the Borrower Partners or out of any assets of the Borrower Partners,
      provided, however, that nothing in this Section shall be deemed to (1) release
      any Borrower from any personal liability pursuant to, or from any of its
      respective obligations under, the Relevant Documents, or from personal liability
      for its fraudulent actions or fraudulent omissions, (2) release any Borrower
      Partner from personal liability for its or his own fraudulent actions or
      fraudulent omissions, (3) constitute a waiver of any obligation evidenced or
      secured by, or contained in, the Relevant Documents or affect in any way the
      validity or enforceability of the Relevant Documents or (4) limit the right
      of
      Administrative Agent and/or the Banks to proceed against or realize upon all
      or
      any part of the Collateral or any and all of the assets of any Borrower
      (notwithstanding the fact that the Borrower Partners have an ownership interest
      in such Borrower and, thereby, an interest in the assets of such Borrower)
      or to
      name any Borrower (or, to the extent that the same are required by applicable
      law or are determined by a court to be necessary parties in connection with
      an
      action or suit against TRG, Borrower or all or any part of the Collateral,
      any
      of the Borrower Partners) as a party defendant in, and to enforce against all
      or
      any part of the Collateral and/or assets of any Borrower any judgment obtained
      by Administrative Agent and/or the Banks with respect to, any action or suit
      under the Relevant Documents so long as no judgment shall be taken (except
      to
      the extent taking a judgment is required by applicable law or determined by
      a
      court to be necessary to preserve Administrative Agent’s and/or Banks’ rights
      against TRG, any Borrower or all or any part of the Collateral, but not
      otherwise) or shall be enforced against the Borrower Partners, their successors
      and assigns, or their assets.

     

    ARTICLE
      XII

     

    


     

    MISCELLANEOUS

     

    SECTION
      12.01  Binding
      Effect
      of Request for Advance

     

    .  By
      its
      acceptance of any advance of proceeds of the Loans under this Agreement, each
      Borrower shall be bound in all respects by the request for advance submitted
      on
      its behalf in connection therewith with the same force and effect as if each
      Borrower had itself executed and submitted the request for advance and whether
      or not the request for advance is executed and/or submitted by an authorized
      person.

     

    SECTION
      12.02  Amendments
      and
      Waivers

     

    .  No
      amendment or material waiver of any provision of this Agreement or any other
      Loan Document nor consent to any material departure by any Borrower, TRG or
      any
      other obligor therefrom, shall in any event be effective unless the same shall
      be in writing and signed by the Required Banks, and then such waiver or consent
      shall be effective only in the specific instance and for the specific purpose
      for which given, provided, however, that no amendment, waiver or
      consent shall, unless in writing and signed by all the Banks do any of the
      following:  (1)  reduce the principal of, or interest on,
      the Notes or any fees due hereunder or any other amount due hereunder or under
      any other Loan Document; (2) postpone any date fixed for any payment of
      principal of, or interest on, the Notes or any fees due hereunder or under
      any
      other Loan Document, or waive any default in the payment of principal, interest
      or any other amount due hereunder or under any other Loan Document; (3) change
      the definition of Required Banks or the definition of Super Majority Banks;
      (4)
      amend this Section or any other provision requiring the consent or agreement
      of
      all the Banks; (5) waive any default under paragraph (5) of Section 9.01;
      (6) release any Borrower from the Loan Documents, release any Guarantor
      from its obligations under the Guaranty or release any material portion of
      the
      Collateral, other than, in any such case, in accordance with the provisions
      of
      Loan Documents; (7) subordinate the Banks’ Lien on any material portion of
      the Collateral to a Lien to secure any Debt other than the Loans; or (8)
      increase the Total Loan Commitment other than in accordance with Section 2.19;
      provided, however, that in no event shall the Total Loan Commitment exceed
      $650,000,000.  Any advance of proceeds of the Loans made prior to or
      without the fulfillment by Borrowers of all of the conditions precedent thereto,
      whether or not known to Administrative Agent and the Banks, shall not constitute
      a waiver of the requirement that all conditions, including the non-performed
      conditions, shall be required with respect to all future advances.  No
      failure on the part of Administrative Agent or any Bank to exercise, and no
      delay in exercising, any right hereunder shall operate as a waiver thereof
      or
      preclude any other or further exercise thereof or the exercise of any other
      right.  The remedies herein provided are cumulative and not exclusive
      of any remedies provided by law.

     

    Except
      to the
      extent otherwise provided in Section 2.19, (1) all communications from
      Administrative Agent to the Banks requesting the Banks’ determination, consent,
      approval or disapproval (x) shall be given in the form of a written notice
      to
      each Bank, (y) shall be accompanied by or include a description or copy of
      the
      matter or thing as to which such determination, approval, consent or disapproval
      is requested and (z) shall include Administrative Agent’s recommended course of
      action or determination in respect thereof; (2) each Bank shall reply promptly,
      but in any event within ten (10) business days (or five (5) business days with
      respect to any decision to accelerate or stop acceleration of the Loans) after
      receipt of the request therefor by Administrative Agent (the “Bank Reply
      Period”); and (3) unless a Bank shall give written notice to Administrative
      Agent that it objects to the recommendation or determination of Administrative
      Agent (together with a written explanation of the reasons behind such objection)
      within the Bank Reply Period, such Bank shall be deemed to have approved or
      consented to such recommendation or determination.

     

    SECTION
      12.03  Usury

     

    .  Anything
      herein to the contrary notwithstanding, the obligations of each Borrower under
      this Agreement and the Notes shall be subject to the limitation that payments
      of
      interest shall not be required to the extent that receipt thereof would be
      contrary to provisions of Law applicable to a Bank limiting rates of interest
      which may be charged or collected by such Bank.

     

    SECTION
      12.04  Expenses;
      Indemnification

     

    .  Each
      Borrower and TRG agrees to, jointly and severally, reimburse Administrative
      Agent on demand for all reasonable costs, expenses, and charges including,
      without limitation, all reasonable fees and charges of engineers, appraisers
      and
      other consultants (provided such other consultants have been engaged with
      Borrowers’ consent, not to be unreasonably withheld or delayed; it being
      understood, however, that no Borrower shall have such right of consent during
      the existence of an Event of Default) and external legal counsel incurred by
      Administrative Agent in connection with the making of the Loans and to reimburse
      the Administrative Agent for reasonable legal costs, expenses and charges
      incurred by the Administrative Agent in connection with the performance or
      enforcement of this Agreement, the Notes, or any other Loan Documents, any
      amendment or waiver of this Agreement, any increase in the Total Loan Commitment
      or any addition or release of a Property.  Each Borrower and TRG
      agrees to, jointly and severally, indemnify Administrative Agent and each Bank
      and their respective Affiliates, controlling Persons, directors, officers,
      employees and agents (each, an “Indemnified Party”) from, and hold each of them
      harmless against, any and all losses, liabilities, claims, damages or expenses,
      joint or several, incurred by any of them arising out of or by reason of (x)
      any
      claims by brokers due to acts or omissions by any Borrower or TRG or (y) any
      third-party claims relating to this Agreement, the Loans, the use of proceeds
      of
      the Loans, and the performance by Eurohypo (including as Administrative Agent)
      or any of its Affiliates of the services contemplated by this Agreement or
      the
      Supplemental Fee Letter, and each Borrower and TRG will, jointly and severally,
      reimburse any Indemnified Party for any and all reasonable expenses (including
      reasonable counsel fees and expenses) as they are incurred in connection with
      the investigation of or preparation for or defense of any pending or threatened
      claim or any action or proceeding arising therefrom, whether or not such
      Indemnified Party is a party and whether or not such claim, action or proceeding
      is initiated or brought to be by or on behalf of each Borrower, TRG or any
      of
      their respective Affiliates and whether or not any of the transactions
      contemplated hereby or by the Supplemental Fee Letter are consummated or this
      Agreement or the Loan Commitments are terminated.  No Borrower nor TRG
      will be liable under the foregoing indemnification provision to an Indemnified
      Party to the extent that any loss, claim, damage, liability or expense is found
      in a final non-appealable judgment by a court of competent jurisdiction to
      have
      resulted from such Indemnified Party’s bad faith or gross negligence or breach
      of this Agreement.

     

    In
      any such action
      or proceeding Borrowers or TRG, as the case may be, shall have the right to
      assume the defense thereof and select counsel reasonably acceptable to
      Administrative Agent; provided, however, that in no event will
      such counsel, without the prior written consent of Administrative Agent, not
      to
      be unreasonably withheld, be counsel to any Borrower, TRG or to any of their
      respective Affiliates.

     

    Each
      Borrower and
      TRG also agrees that no Indemnified Party shall have any liability (whether
      direct or indirect, in contract or tort or otherwise) to any Borrower, TRG
      or
      its creditors related to or arising out of or in connection with this Agreement,
      the Supplemental Fee Letter, the Loans, the use of proceeds of the Loans, any
      of
      the transactions contemplated hereby or by the Supplemental Fee Letter or any
      related transaction or the performance by Eurohypo (including as Administrative
      Agent) or any of its Affiliates of the services contemplated by this Agreement
      or the Supplemental Fee Letter, except to the extent that any loss, claim,
      damage or liability is found in a final non-appealable judgment by a court
      of
      competent jurisdiction to have resulted from such Indemnified Party’s bad faith
      or gross negligence or breach of this Agreement.

     

    Each
      Borrower and
      TRG agrees that, without Administrative Agent’s prior written consent, which
      shall not be unreasonably withheld, no Borrower nor TRG will settle, compromise
      or consent to the entry of any judgment in any pending or threatened claim,
      action or proceeding in respect of which indemnification has been or could
      be
      sought under the indemnification provisions of this Agreement, unless such
      settlement, compromise or consent (i) includes an unconditional written release,
      in form and substance reasonably satisfactory to the Indemnified Parties, of
      each Indemnified Party from all liability arising out of such claim, action
      or
      proceeding and (ii) does not include any statement as to an admission of fault,
      culpability or failure to act by or on behalf of any Indemnified
      Party.

     

    No
      Indemnified
      Party shall, without the prior consent of the applicable Borrower or TRG, as
      the
      case may be (not to be unreasonably withheld or delayed) settle or compromise
      any action or claim for which indemnity has been or could be sought
      hereunder.

     

    If
      (a) an
      Indemnified Party is requested to appear as a witness in any action brought
      by
      or on behalf of any Borrower, TRG or any of their respective Affiliates or
      (b)
      an Indemnified Party is required to appear as a witness in any action brought
      against any Borrower, TRG or any of their respective Affiliates, in either
      case,
      in which such Indemnified Party is not named as a defendant, each Borrower
      and
      TRG agrees to reimburse such Indemnified Party for all reasonable expenses
      incurred by it in connection with such Indemnified Party’s appearing and
      preparing to appear as such a witness, including, without limitation, the
      reasonable fees and disbursements of its legal counsel, and to compensate such
      Indemnified Party in an amount to be reasonable and mutually agreed
      upon.

     

    The
      obligations of
      each Borrower and TRG under this Section and under Article III shall survive
      the
      repayment of all amounts due under or in connection with any of the Loan
      Documents and the termination of the Loans.

     

    SECTION
      12.05  Assignment;
      Participation

     

    .  This
      Agreement shall be binding upon, and shall inure to the benefit of, each
      Borrower, TRG, Administrative Agent, the Banks and their respective successors
      and permitted assigns.  No Borrower Party may assign or transfer its
      rights or obligations hereunder.

     

    Any
      Bank may at any
      time grant to one or more banks or other institutions (each, a “Participant”)
      participating interests in its Loan (each, a “Participation”) subject, provided
      there exists no Event of Default, to Borrowers’ consent, which consent shall not
      be unreasonably withheld or delayed.  In the event of any such grant
      by a Bank of a Participation, whether or not Borrowers or Administrative Agent
      was given notice, such Bank shall remain responsible for the performance of
      its
      obligations hereunder, and Borrowers and Administrative Agent shall continue
      to
      deal solely and directly with such Bank in connection with such Bank’s rights
      and obligations hereunder.  Any agreement pursuant to which any Bank
      may grant a Participation shall provide that such Bank shall retain the sole
      right and responsibility to enforce the obligations of Borrowers hereunder
      and
      under any other Loan Document, including, without limitation, the right to
      approve any amendment, modification or waiver of any provision of this Agreement
      or any other Loan Document; provided, however, that such
      participation agreement may provide that such Bank will not agree to any
      modification, amendment or waiver described in clauses (1) through (6) in the
      first paragraph of Section 12.02 without the consent of the
      Participant.

     

    Any
      Bank may at any
      time assign to any bank or other institution (an “Assignee”) with the consent of
      Administrative Agent and, so long as no Event of Default exists, of Borrowers,
      which consents shall not be unreasonably withheld or delayed, all, or a
      proportionate part of all, of its rights and obligations under this Agreement
      and its Note(s), and such Assignee shall assume rights and obligations, pursuant
      to an Assignment and Assumption Agreement executed by such Assignee and the
      assigning Bank, provided that, in each case, after giving effect to such
      assignment, the Assignee’s Loan Commitment, and, in the case of a partial
      assignment, the assigning Bank’s Loan Commitment, each will be equal to or
      greater than $10,000,000.  No consent of Borrowers or Administrative
      Agent shall be required for any assignment to a bank or other institution that
      is already a Bank.  Additionally, no such consent(s) shall be required
      for the assignment by a Bank to one or more banks or other institutions which
      are Affiliates of such Bank, but in the event of any such assignment without
      such consent(s) the assigning Bank shall not be released of its obligations
      with
      respect to the assigned Loan Commitment.  Upon (i) execution and
      delivery of such instrument, (ii) payment by such Assignee to the Bank of an
      amount equal to the purchase price agreed between the Bank and such Assignee
      and
      (iii) payment by such Assignee to Administrative Agent of a fee, for
      Administrative Agent’s own account, in the amount of $3,500 and payment of the
      reasonable legal fees necessary for the preparation and execution of a Note
      and
      other documents needed to effectuate such assignment, such Assignee shall be
      a
      Bank Party to this Agreement and shall have all the rights and obligations
      of a
      Bank as set forth in such Assignment and Assumption Agreement, and the assigning
      Bank shall be released from its obligations hereunder to a corresponding extent
      (except as otherwise set forth above), and no further consent or action by
      any
      party shall be required.  Upon the consummation of any assignment
      pursuant to this paragraph, substitute Notes shall be issued to the assigning
      Bank (in the case of a partial assignment) and Assignee by the applicable
      Borrowers, in exchange for the return of the original Note(s).  The
      obligations evidenced by such substitute Notes shall constitute “Obligations”
for all purposes of this Agreement and the other Loan Documents and shall be
      secured by the Mortgages.  In connection with the applicable
      Borrower’s execution of substitute Notes as aforesaid, such Borrower shall
      deliver to Administrative Agent such evidence of the due authorization,
      execution and delivery of the substitute Notes and any related documents as
      Administrative Agent may reasonably request.  If the Assignee is not
      incorporated under the Laws of the United States or a state thereof, it shall,
      prior to the first date on which interest or fees are payable hereunder for
      its
      account, deliver to Borrowers and Administrative Agent certification as to
      exemption from deduction or withholding of any United States federal income
      taxes in accordance with Section 10.13.  No Bank may assign its rights
      hereunder or any part thereof to any Borrower or any Affiliate of any
      Borrower.

     

    Any
      Bank may at any
      time freely assign all or any portion of its rights under this Agreement and
      its
      Notes to a Federal Reserve Bank.  No such assignment shall release the
      transferor Bank from its obligations hereunder.

     

    Each
      Borrower
      recognizes that in connection with a Bank’s selling of Participations or making
      of assignments, any or all documentation, financial statements, appraisals
      and
      other data, or copies thereof, relevant to any Borrower or the Loans may be
      exhibited to and retained by any such Participant or Assignee or prospective
      Participant or Assignee.  In addition, such documentation etc. may be
      exhibited to and retained by Affiliates of a Bank.  In connection with
      a Bank’s delivery of any financial statements and appraisals to any such
      Participant or Assignee or prospective Participant or Assignee, such Bank shall
      also deliver its standard confidentiality statement indicating that the same
      are
      delivered on a confidential basis.  Each Borrower agrees to provide
      all assistance reasonably requested by a Bank to enable such Bank to sell
      Participations or make assignments of its Loan as permitted by this
      Section.  Each Bank agrees to provide the applicable Borrowers with
      notice of all Participations sold by such Bank.

     

    SECTION
      12.06  Addition
      and
      Release of Properties.

     

    (a)  Subject
      to the
      conditions set forth below in subparagraph (b) of this Section, Borrowers shall
      have the right, solely in connection with an increase in the Total Commitment
      pursuant to Section 2.19 or the replacement of a Property released hereunder,
      to
      cause one or more shopping center properties approved by the Super Majority
      Banks, in their sole and absolute discretion, wholly-owned by a Person (a “New
      Borrower”) in which TRG owns, directly or indirectly, a 100% beneficial and
      controlling interest to be encumbered by a Mortgage and thereby become a
      Property.  Additionally, subject to the conditions set forth below in
      subparagraph (c) of this Section, a Borrower shall have the right to obtain
      the
      release of a Property (other than Twelve Oaks) from the Mortgage encumbering
      such Property.  Each such addition or release of a Property shall
      effect an immediate change in the computations of compliance with the covenants
      set forth in Section 8.01 (based on the financial results of the most recently
      ended calendar quarter for which financial results are required hereunder to
      have been reported by TRG and Borrowers, as adjusted, if applicable, by all
      acquisitions or Dispositions of assets subsequent to the end of such quarter
      as
      required by this Agreement and taking into account the effects of the addition
      or release of the Property).

     

    (b)  Borrowers
      shall
      make any request that a property be added as a Property by giving notice to
      Administrative Agent, which notice shall identify the property or properties
      that Borrowers propose to add as a Property and the Sublimit to be established
      for such New Borrower, which must comply with the requirements for Sublimits
      set
      forth in Section 2.01(f).  New Borrower shall furnish to
      Administrative Agent such documents and information with respect to such
      proposed Property and such New Borrower as Administrative Agent shall reasonably
      request.  Administrative Agent may decide in its reasonable discretion
      which of the documents described below in this Section 12.06(b) shall be
      delivered for review by the Banks at such time and which documents may be
      delivered after approval by the Super Majority Banks of such property as a
      Property and such New Borrower as a Borrower hereunder.  Upon receipt
      of such notice, documents and information from Borrowers, Administrative Agent
      shall promptly send copies thereof to each Bank and shall request that each
      Bank
      notify Administrative Agent as to whether or not it agrees to accept such
      property as a Property and such New Borrower as a Borrower (the “Property
      Approval Request”).  Each Bank shall have a period of fifteen (15)
      Banking Days from its receipt of the Property Approval Request to notify
      Administrative Agent whether or not such Bank agrees to accept the proposed
      property as a Property and such New Borrower as a Borrower.  Any Bank
      that fails to respond to the Property Approval Request within such fifteen
      (15)
      Business Day Period will be deemed to have agreed to accept the proposed
      property as a Property and such New Borrower as a Borrower.  Following
      approval of the proposed property as a Property and such New Borrower as a
      Borrower, such property shall be added as a Property upon Borrower’s
      satisfaction of the following conditions:

     

    (i)  There
      shall exist
      no Event of Default;

     

    (ii)  Administrative
      Agent shall have received (v) a joinder to this Agreement by New Borrower
      as described in Section 2.19(c), (w) Notes executed by the New Borrower to
      each Bank in the amount of such Bank’s Loan Commitment allocable to such New
      Borrower; (x) a mortgage/deed of trust of the Property to secure the
      payment and performance of the Obligations, duly executed by the owner thereof
      and recorded in the appropriate land records, together with executed financing
      statements under the Uniform Commercial Code of all jurisdictions necessary
      or,
      in the opinion of Administrative Agent, desirable to perfect the lien on the
      personal property created by said mortgage/deed of trust, (y) an indemnity
      agreement regarding Hazardous Materials, duly executed by TRG, the applicable
      New Borrower and (z) a guaranty of payment from the New Borrower of all of
      the
      Obligations, each such document to duly executed by said New Borrower and each
      such note, mortgage/deed of trust, indemnity and guaranty to be substantially
      in
      the form of the Notes, Mortgages, Indemnities and Guaranty with respect to
      the
      Properties initially given to evidence or secure the Loans but with such changes
      as Administrative Agent reasonably deems necessary or advantageous under local
      law or in connection with the particular Property.  Additionally, the
      Guarantors shall have duly executed and delivered to Administrative Agent a
      confirmation that the Guaranty shall apply with equal force and effect to the
      Notes and other obligations of the New Borrower.

     

    (iii)  Each
      of the
      Property-related and Borrower-related representations and warranties set forth
      in this Agreement shall be true and correct in all material respects with
      respect to the Property and the owner thereof;

     

    (iv)  The
      proposed
      Property shall not be suffering any material casualty and no eminent domain
      proceedings material to the proposed Property shall have been commenced (or
      threatened) with respect to all or any part thereof;

     

    (v)  Administrative
      Agent shall have received an operating statement with respect to the proposed
      Property for the most recent Fiscal Year and for the most recently ended
      calendar quarter, and such other financial information regarding the proposed
      Property and New Borrower as Administrative Agent may reasonably
      request;

     

    (vi)  Administrative
      Agent shall have received (x) each of the items listed in paragraphs (5) through
      (14) of Section 4.01 with respect to the proposed Property, (y) documents
      with respect to the owner of the proposed Property of the sort required by
      paragraphs (15) through (22) of Section 4.01 and (z) such amendments to the
      Mortgages (other than with respect to Dolphin) increasing the maximum amount
      secured thereby and endorsements to the title insurance policies insuring the
      Mortgages as Administrative Agent shall reasonably require;

     

    (vii)  Administrative
      Agent shall have received such other documents, opinions (including opinions
      of
      counsel) and assurances as it may reasonably request; and

     

    (viii)  Administrative
      Agent shall have received payment of its reasonable out-of-pocket expenses
      in
      connection with the addition of the proposed Property, including reasonable
      fees
      and expenses of counsel.

     

    (c)  The
      release of any
      Property shall only be in connection with a Borrower’s sale, exchange or other
      disposition or refinancing thereof and shall be subject to the satisfaction
      of
      the following conditions:

     

    (i)  There
      shall exist
      no Default or Event of Default;

     

    (ii)  Such
      Borrower shall
      have repaid its Loans in full, including all interest thereon and all interest
      and fees related thereto;

     

    (iii)  Administrative
      Agent shall have received at least forty-five (45) days’ prior notice of the
      date of the proposed release;

     

    (iv)  Administrative
      Agent shall have received and approved a certificate of the sort required by
      clause (b) of paragraph (3) of Section 6.09, which shall demonstrate
      TRG’s and Borrowers’ compliance, as of the end of the most recently ended
      calendar quarter for which financial results are required hereunder to have
      been
      reported by TRG and Borrowers (and taking into account the release of the
      Property), with the covenants of TRG and Borrowers enumerated in said clause
      (b), including, without limitation, TRG’s covenant in Section 8.01(6); if
      necessary, TRG may cause Borrowers make a payment in reduction of the
      outstanding principal balance of the Notes in an amount such that said covenants
      are complied with;

     

    (v)  Upon
      giving effect
      to the proposed release and repayment of the applicable Borrower’s Loans at the
      time thereof,  the outstanding principal of the Loans will not exceed
      the Borrowing Base Values of the Property or Properties which will remain as
      security for the Loans, as evidenced, at the option of the Required Banks,
      by an
      update to the appraisal(s) delivered pursuant to paragraph (7) of Section 4.01
      or subparagraph (b)(vi) of this Section, as the case may be, which updated
      appraisal(s) shall be commissioned by Administrative Agent at such Borrower’s
      expense and shall be satisfactory to the Required Banks; and

     

    (vi)  Administrative
      Agent shall have received payment of its out-of-pocket expenses in connection
      with such release, including reasonable fees and expenses of
      counsel.

     

    Upon
      the release of
      a Property as aforesaid, subject to Section 5 of the Guaranty, the relevant
      Borrower shall be released and discharged automatically from its obligations
      under the Notes, the Guaranty and under the Indemnity executed by it, and
      Administrative Agent shall deliver a letter to such Borrower confirming said
      release and discharge.

     

    (d)  Upon
      the repayment
      of the indebtedness secured by Dolphin, Administrative Agent agrees at
      Dolphin LLC’s sole cost and expense to execute such assignment documents or
      similar documentation reasonably requested by Dolphin LLC; provided that
      any such documentation shall be subject to Administrative Agent’s reasonable
      approval and shall be without representation, warranty or recourse by or to
      Administrative Agent or any Bank (except that Administrative Agent shall make
      representations to the assignee equivalent to those made to Administrative
      Agent
      upon its purchase simultaneously herewith of the Mortgage on
      Dolphin).

     

    SECTION
      12.07  Documentation
      Satisfactory

     

    .  All
      documentation required from or to be submitted on behalf of Borrowers in
      connection with this Agreement and the documents relating hereto shall be
      subject to the prior approval of, and be satisfactory in form and substance
      to,
      Administrative Agent, its counsel and, where specifically provided herein,
      the
      Banks.  In addition, the persons or parties responsible for the
      execution and delivery of, and signatories to, all of such documentation, shall
      be acceptable to, and subject to the approval of, Administrative Agent and
      its
      counsel and the Banks.

     

    SECTION
      12.08  Notices,
      Etc

     

    .  Except
      as expressly provided otherwise, all notices, demands, consents, approvals
      and
      statements required or permitted hereunder shall be in writing and shall be
      deemed to have been sufficiently given or served for all purposes when presented
      personally, three (3) days after mailing by registered or certified mail,
      postage prepaid, or one (1) day after delivery to a nationally recognized
      overnight courier service providing evidence of the date of delivery, addressed
      to a party at its address on the signature page hereof or of the applicable
      Assignment and Assumption Agreement, or at such other address of which a party
      shall have notified the party giving such notice in writing in accordance with
      the foregoing requirements.

     

    SECTION
      12.09  Setoff

     

    .  In
      addition to (and without limitation of) any right of setoff, bankers’ lien or
      counterclaim a Bank may otherwise have, each Bank shall be entitled, but only
      with the prior consent of the Required Banks, to offset balances (general or
      special, time or demand, provisional or final) held by it for the account of
      any
      Borrower at any of such Bank’s offices, in Dollars or in any other currency,
      against any amount payable by such Borrower to such Bank under this Agreement
      or
      such Bank’s Notes, or any other Loan Document which is not paid when due
      (regardless of whether such balances are then due to such Borrower), in which
      case it shall promptly notify such Borrower and Administrative Agent thereof;
      provided that such Bank’s failure to give such notice shall not affect the
      validity thereof.  Unless the Loans have matured or have been
      accelerated, no Bank shall effectuate a setoff except upon not less than five
      (5) Banking Days’ prior written notice to the affected
      Borrower.  Payments by any Borrower hereunder or under the other Loan
      Documents shall be made without setoff or counterclaim.

     

    SECTION
      12.10  Gross-Up
      for
      Taxes

     

    .  All
      payments made by Borrowers under this Agreement and the Notes shall be made
      free
      and clear of, and without deduction or withholding for or on account of, any
      present or future income, stamp or other taxes, levies, imposts, duties,
      charges, fees, deductions or withholdings, now or hereafter imposed, levied,
      collected, withheld or assessed by any Governmental Authority, excluding income
      taxes and franchise or other taxes (imposed in lieu of income taxes) imposed
      on
      a Bank as a result of a present or former connection between such Bank and
      the
      jurisdiction of the Governmental Authority imposing such tax or any political
      subdivision or taxing authority thereof or therein (other than any such
      connection arising solely from such Bank’s having executed, delivered or
      performed its obligations or received a payment under, or enforced, this
      Agreement or its Note).  If any such non-excluded taxes, levies,
      imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded
      Taxes”) are required to be withheld from any amounts payable to such Bank
      hereunder or under its Note, the amounts so payable to such Bank shall be
      increased to the extent necessary to yield to such Bank (after payment of all
      Non-Excluded Taxes) interest or any such other amounts payable with respect
      to
      its Loan at the rates or in the amounts specified in this Agreement and its
      Note; provided, however, that no Borrower shall be required to
      increase any such amounts payable to such Bank if such Bank is not organized
      under the Laws of the United States or a state thereof and such Bank fails
      to
      comply with the requirements of Section 10.13.  Whenever any
      Non-Excluded Taxes are payable by any Borrower, as promptly as possible
      thereafter such Borrower shall send to Administrative Agent for the account
      of
      such Bank a certified copy of an original official receipt received by such
      Borrower showing payment thereof.  If any Borrower fails to pay any
      Non-Excluded Taxes when due to the appropriate taxing authority or fails to
      remit to Administrative Agent the required receipts or other required
      documentary evidence, each Borrower shall, jointly and severally, indemnify
      such
      Bank for any incremental taxes, interest or penalties that may become payable
      by
      such Bank as a result of any such failure.  The agreements in this
      Section shall survive the termination of this Agreement and the payment of
      the
      Notes and all other amounts payable hereunder.

     

    SECTION
      12.11  Twelve
      Oaks
      Partial Releases

     

    .  Provided
      there exists no Event of Default, Administrative Agent shall release the lien
      of
      the Mortgage encumbering Twelve Oaks from portions of the unimproved parcel
      described as Parcel D (the “Lake Parcel”) in
      Schedule A to such Mortgage, such parcel being the
      only portion of the Twelve Oaks premises located outside of the shopping
      center’s “ring road” (each such portion, a “Release Parcel”) in connection with
      TOLLC’s simultaneous conveyance thereof; provided, however, that
      no portion of the lake located on the Lake Parcel shall be
      released.  All such releases shall be subject, in each case, to
      Administrative Agent’s receipt of (A) evidence that the balance of the Twelve
      Oaks premises constitutes one or more separate tax and zoning lots and an
      endorsement to the title insurance policy for said Mortgage insuring that the
      lien thereof will not be impaired by virtue of the release of the Release
      Parcel, (B) a current survey of the Twelve Oaks premises, specifically
      delineating (by metes and bounds) the Release Parcel, certified to
      Administrative Agent and the Title Insurer, (C) evidence that the Release Parcel
      is not necessary for the operation, maintenance (including, but not limited
      to,
      drainage from and water supply to the Twelve Oaks premises) of and access to
      the
      Twelve Oaks Premises, (D) such other documents, opinions and assurances as
      Administrative Agent may reasonably request (all of the foregoing items (A)
      through (D) to be received by Administrative Agent at least seven (7) business
      days prior to the proposed release and be in form and substance reasonably
      satisfactory to Administrative Agent) and (E) payment of Administrative Agent’s
      out-of-pocket expenses, including the fees and expenses of counsel, in
      connection with the foregoing transactions.

     

    SECTION
      12.12  Table
      of
      Contents; Headings

     

    .  Any
      table of contents and the headings and captions hereunder are for convenience
      only and shall not affect the interpretation or construction of this
      Agreement.

     

    SECTION
      12.13  USA
      Patriot Act
      Notice

     

    .  The
      Banks hereby notify Borrowers that pursuant to the requirements of the USA
      Patriot Act (Title III of Pub. L. 107-56) [signed into law
      October 26, 2001]), the Banks are required to obtain, verify and record
      information that identifies Borrower, which information includes the name and
      address of Borrower and other information that will allow the Banks to identify
      Borrower in accordance with said Act.

     

    SECTION
      12.14  Severability

     

    .  The
      provisions of this Agreement are intended to be severable.  If for any
      reason any provision of this Agreement shall be held invalid or unenforceable
      in
      whole or in part in any jurisdiction, such provision shall, as to such
      jurisdiction, be ineffective to the extent of such invalidity or
      unenforceability without in any manner affecting the validity or enforceability
      thereof in any other jurisdiction or the remaining provisions hereof in any
      jurisdiction.

     

    SECTION
      12.15  Counterparts

     

    .  This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument, and any party hereto
      may
      execute this Agreement by signing any such counterpart.

     

    SECTION
      12.16  Integration

     

    .  The
      Loan Documents and Supplemental Fee Letter set forth the entire agreement among
      the parties hereto relating to the transactions contemplated thereby and
      supersede any prior oral or written statements or agreements with respect to
      such transactions.

     

    SECTION
      12.17  Governing
      Law

     

    .  THIS
      AGREEMENT WAS NEGOTIATED IN PART IN THE STATE OF NEW YORK, THE PROCEEDS OF
      THE
      LOANS WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE
      HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION
      EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
      OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS
      AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING
      HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH,
      THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
      IN
      SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE
      LAW OF THE UNITED STATES OF AMERICA, EXCEPT AS EXPRESSLY SET FORTH IN THE OTHER
      LOAN DOCUMENTS.  TO THE FULLEST EXTENT PERMITTED BY LAW, EACH BORROWER
      PARTY HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT
      THE
      LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, AND THIS AGREEMENT SHALL
      BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW.  NOTWITHSTANDING THE FOREGOING, ANY FORECLOSURE PROCEEDING OR
      SIMILAR ACTION RELATING TO ANY MORTGAGE SHALL BE COMMENCED, INSTITUTED OR
      BROUGHT IN THE STATE IN WHICH THE APPLICABLE PROPERTY IS LOCATED.

     

    SECTION
      12.18  Waivers

     

    .  In
      connection with the obligations and liabilities as aforesaid, each Borrower
      Party hereby waives:  (1) promptness and diligence; (2) notice of any
      actions taken by any Bank Party under this Agreement, any other Loan Document
      or
      any other agreement or instrument relating hereto or thereto except to the
      extent otherwise provided herein; (3) all other notices, demands and protests,
      and all other formalities of every kind in connection with the enforcement
      of
      the Obligations, the omission of or delay in which, but for the provisions
      of
      this Section, might constitute grounds for relieving any Borrower Party of
      its
      obligations hereunder; (4) any requirement that any Bank Party protect, secure,
      perfect or insure any Lien on any Collateral or exhaust any right or take any
      action against any Borrower Party or any other Person or against any Collateral;
      (5) any right or claim of right to cause a marshalling of the assets of any
      Borrower Party; and (6) all rights of subrogation or contribution, whether
      arising by contract or operation of law (including, without limitation, any
      such
      right arising under the Federal Bankruptcy Code) or otherwise by reason of
      payment by any Borrower Party, either jointly or severally, pursuant to this
      Agreement or any other Loan Document.

     

    SECTION
      12.19  JURISDICTION;
      IMMUNITIES

     

    .  EACH
      BORROWER, ADMINISTRATIVE AGENT AND EACH BANK HEREBY IRREVOCABLY SUBMIT TO THE
      JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN
      NEW
      YORK CITY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT.  EACH BORROWER PARTY,
      ADMINISTRATIVE AGENT, AND EACH BANK IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT
      OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
      OR UNITED STATES FEDERAL COURT.  EACH BORROWER PARTY, ADMINISTRATIVE
      AGENT, AND EACH BANK IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS
      IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO
      ANY
      BORROWER PARTY, ADMINISTRATIVE AGENT OR EACH BANK, AS THE CASE MAY BE, AT THE
      ADDRESSES SPECIFIED HEREIN.  EACH BORROWER PARTY, ADMINISTRATIVE AGENT
      AND EACH BANK AGREE 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 BORROWER PARTY,
      ADMINISTRATIVE AGENT AND EACH BANK FURTHER WAIVE ANY OBJECTION TO VENUE IN
      THE
      STATE OF NEW YORK AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN THE STATE
      OF
      NEW YORK ON THE BASIS OF FORUM NON CONVENIENS.  EACH BORROWER PARTY,
      ADMINISTRATIVE AGENT AND EACH BANK AGREE THAT ANY ACTION OR PROCEEDING BROUGHT
      AGAINST ANY BORROWER PARTY, ADMINISTRATIVE AGENT OR ANY BANK, AS THE CASE MAY
      BE, SHALL BE BROUGHT ONLY IN A NEW YORK STATE COURT SITTING IN NEW YORK CITY
      OR
      A UNITED STATES FEDERAL COURT SITTING IN NEW YORK CITY.

     

    Nothing
      in this
      Section shall affect the right of any Borrower Party, Administrative Agent
      or
      any Bank to serve legal process in any other manner permitted by
      law.

     

    To
      the extent that
      any Borrower Party, Administrative Agent or any Bank have or hereafter may
      acquire any immunity from jurisdiction of any court or from any legal process
      (whether from service or notice, attachment prior to judgment, attachment in
      aid
      of execution, execution or otherwise) with respect to itself or its property,
      each Borrower Party, Administrative Agent and each Bank hereby irrevocably
      waive
      such immunity in respect of its obligations under this Agreement, the Notes
      and
      any other Loan Document.

     

    EACH
      BORROWER
      PARTY, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY
      HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT
      WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS.  IN ADDITION,
      EACH BORROWER PARTY HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR
      PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE
      NOTES, ANY RIGHT ANY BORROWER PARTY MAY HAVE TO (1) INTERPOSE ANY COUNTERCLAIM
      THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION
      OR
      PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT
      IN
      A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR
      SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION
      OR
      PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) HAVE THE SAME
      CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR
      PROCEEDING.  NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT ANY
      BORROWER PARTY FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST
      ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED
      CLAIM.

     

    [Remainder
      of page intentionally left blank.]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Agreement to be duly executed and delivered
      as of the day and year first above written.

     

    BORROWERS:

     

    DOLPHIN
      MALL ASSOCIATES LLC, a Delaware limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:  /s/
      Steven E. Eder        

              Steven
      E. Eder,

              its
      authorized signatory

    


    
      	
               

            	
              Address
                for
                notices:

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

    
      	
               

            	
              200
                East Long
                Lake Road - Suite 300

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

    
      	
               

            	
              
                Attention:
                  Mr. Steven E. Eder

              

            


    

    


    
      	
               

            	
              with
                copy
                to:

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

    
      	
               

            	
              200
                East Long
                Lake Road – Suite 300

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

    
      	
               

            	
              
                Attention:
                  Chris B. Heaphy

              

            


    

    
      	
               

            	
              General
                Counsel

            


    

     

    
      	
               

            	
              and

            


    

     

    
      	
               

            	
              Honigman
                Miller Schwartz and Cohn LLP

            


    

    
      	
               

            	
              38500
                Woodward Avenue, Suite 100

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304-5048

            


    

    
      	
               

            	
              
                Attention:
                  Martin
                  L.
                  Katz, Esq.

              

            


    

    



    
      
              

                      
      

                 
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BORROWERS:

     

    FAIRLANE
      TOWN CENTER LLC, a Michigan limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:  /s/
      Steven E. Eder                                                                        

                                       
             Steven E. Eder,

                                    
                its authorized
      signatory

     

    


     

    
      	
               

            	
              Address
                for
                notices:

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

    
      	
               

            	
              200
                East Long
                Lake Road - Suite 300

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

    
      	
               

            	
              
                Attention:
                  Mr. Steven E. Eder

              

            


    

    


    
      	
               

            	
              with
                copy
                to:

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

    
      	
               

            	
              200
                East Long
                Lake Road – Suite 300

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

    
      	
               

            	
              
                Attention:
                  Chris
                  B.
                  Heaphy

              

            


    

    
      	
               

            	
              General
                Counsel

            


    

     

    
      	
               

            	
              and

            


    

     

    
      	
               

            	
              Honigman
                Miller Schwartz and Cohn LLP

            


    

    
      	
               

            	
              38500
                Woodward Avenue, Suite 100

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304-5048

            


    

    
      	
               

            	
              
                Attention:
                  Martin
                  L.
                  Katz, Esq.

              

            


    


    
      
              

                      

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BORROWERS:

     

    TWELVE
      OAKS
      MALL, LLC, a Michigan limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:    /s/
      Steven E. Eder                                                                   

                                      
                Steven E.
      Eder,

                                     
               its authorized
      signatory

     

    
      	
               

            	
              Address
                for
                notices:

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

    
      	
               

            	
              200
                East Long
                Lake Road - Suite 300

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

    
      	
               

            	
              
                Attention:
                  Mr.
                  Steven E.
                  Eder

              

            


    

    


    
      	
               

            	
              with
                copy
                to:

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

    
      	
               

            	
              200
                East Long
                Lake Road – Suite 300

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

    
      	
               

            	
              
                Attention:
                  Chris
                  B.
                  Heaphy

              

            


    

    
      	
               

            	
              General
                Counsel

            


    

     

    
      	
               

            	
              and

            


    

     

    
      	
               

            	
              Honigman
                Miller Schwartz and Cohn LLP

            


    

    
      	
               

            	
              38500
                Woodward Avenue, Suite 100

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304-5048

            


    

    
      	
               

            	
              
                Attention:
                  Martin
                  L.
                  Katz, Esq.

              

            


    

    


    



    
      
              

                   
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Solely
      for purposes
      of the covenants set forth in Articles VI, VII and VIII and Section 12.04 and
      any other warranties, covenants or agreements concerning it in the foregoing
      Agreement, The Taubman Realty Group Limited Partnership hereby executes and
      delivers this Agreement.

     

    
      	
               

            	
              THE
                TAUBMAN REALTY GROUP LIMITED
                PARTNERSHIP

            


    

     

    
      	
               

            	 By:/s/
              Steven E. Eder        


    

    
      	
               

            	
                     Steven
                E. Eder,

            


    

    
      	
               

            	
                   
                its authorized signatory

            


    

    


    


    
      	
               

            	
              Address
                for
                notices:

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

    
      	
               

            	
              200
                East Long
                Lake Road - Suite 300

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

    
      	
               

            	
              
                Attention:
                  Mr.
                  Steven E.
                  Eder

              

            


    

    


    
      	
               

            	
              with
                copy
                to:

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

    
      	
               

            	
              200
                East Long
                Lake Road – Suite 300

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

    
      	
               

            	
              
                Attention:
                  Chris
                  B.
                  Heaphy

              

            


    

    
      	
               

            	
              General
                Counsel

            


    

     

    
      	
               

            	
              and

            


    

     

    
      	
               

            	
              Honigman
                Miller Schwartz and Cohn LLP

            


    

    
      	
               

            	
              38500
                Woodward Avenue, Suite 100

            


    

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304-5048

            


    

    
      	
               

            	
              
                Attention:
                  Martin
                  L.
                  Katz, Esq.

              

            


    

    



    
      
              

                        
            

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


    ADMINISTRATIVE
      AGENT:

    


    
      	
               

            	
              EUROHYPO
                AG, NEW YORK BRANCH

            


    

    


    


    By:  /s/ John
      Lippmann                                                                                    

    Name:    John
      Lippman                                                                      

    Title:       Director                                                                   

    


    


    By: 
      /s/ Stephen Cox                                                                                     

    Name:   Stephen
      Cox                                                                       

    Title:      Director                                                                    

    


    


    Address
      for
      Notices:

     

    Eurohypo
      AG, New
      York Branch

    1114
      Avenue of the
      Americas, 29th Floor

    New
      York, New
      York  10036

    Attention:
      Head of
      Portfolio Operations

     

    With
      a copy
      to:

     

    Eurohypo
      AG, New
      York Branch

    1114
      Avenue of the
      Americas, 29th Floor

    New
      York, New
      York  10036

    Attention:
      Legal
      Director

     

    Eurohypo
      AG, New
      York Branch

    123
      North Wacker
      Drive, Suite 2300

    Chicago,
      Illinois  60606

    Attention:  Maureen
      Slentz

     

    and

     

    Katten
      Muchin
      Rosenman LLP

    525
      West Monroe
      Street

    Chicago,
      Illinois  60661

    Attention:  Mark
      C. Simon, Esq.

     


    
      
              

                      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Counterpart
      Signature Page to Second Amended and Restated

    Secured
      Revolving Credit Agreement dated November 1, 2007

    


    BANK:

    


    
      	
               

            	
              EUROHYPO
                AG, NEW YORK BRANCH

            


    

    


    
 

    By:  /s/ John
      Lippmann                                                                                    

    Name:  John
      Lippmann                                                                        

    Title:    Director                                                                      

    


    


    By:  /s/ Stephen
      Cox                                                                                    

    Name:  Stephen
      Cox                                                                     

    Title:    Director                                                                      

    


    


    
      	
               

            	
              Loan
                Commitment:  $65,000,000.00

            


    

    


    Address
      for
      Notices:

     

    Eurohypo
      AG, New
      York Branch

    1114
      Avenue of the
      Americas, 29th Floor

    New
      York, New
      York  10036

    Attention:
      Head of
      Portfolio Operations

     

    With
      a copy
      to:

     

    Eurohypo
      AG, New
      York Branch

    1114
      Avenue of the
      Americas, 29th Floor

    New
      York, New
      York  10036

    Attention:
      Legal
      Director

     

    Eurohypo
      AG, New
      York Branch

    123
      North Wacker
      Drive, Suite 2300

    Chicago,
      Illinois  60606

    Attention:  Maureen
      Slentz

     

    and

     

    Katten
      Muchin
      Rosenman LLP

    525
      West Monroe
      Street

    Chicago,
      Illinois  60661

    Attention:  Mark
      C. Simon, Esq.

     


    
      
               

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Counterpart
        Signature Page to 

      Second
        Amended and Restated Secured
        Revolving Credit Agreement

      


      BANK:

      


      
        	
                 

              	
                COMERICA
                  BANK

              


      

      


      
 

      By:  /s/
        Kristine L. Vigliotti                         

      Name:  Kristine
        L. Vigliotti                  
 

      Title:    Vice
        President                                                  

      


       

      
        	
                 

              	
                Loan
                  Commitment:  $60,000,000.00

              


      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    

      
        Counterpart
          Signature Page to 

        Second
          Amended and Restated Secured
          Revolving Credit Agreement

        


        BANK:

        


        
          	
                   

                	
                  U.S.
                    BANK NATIONAL ASSOCIATION

                


        

        


        
 

        By:  /s/ Dennis
          Redpath                                 

        Name:  Dennis
          Redpath                                                                        

        Title:    Senior Vice
          President                                                                      

        


         

        
          	
                   

                	
                  Loan
                    Commitment:  $35,000,000.00

                


        

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

        

          
            Counterpart
              Signature Page to 

            Second
              Amended and Restated Secured
              Revolving Credit Agreement

            


            BANK:

            


            
              	
                       

                    	
                      PNC
                        BANK, NATIONAL ASSOCIATION

                    


            

            


            
 

            By:  /s/ James
              A. Colella                                      

            Name:  James
              A.
              Colella                                                        

            Title:    Senior Vice
              President                                                   

            


             

            
              	
                       

                    	
                      Loan
                        Commitment:  $60,000,000.00

                    


            

          

           

           

          
            
               

            

            
               

              
                

              

            

            
               

            

            

              
                Counterpart
                  Signature Page to 

                Second
                  Amended and Restated Secured
                  Revolving Credit Agreement

                


                BANK:

                


                
                  	
                           

                        	
                          PB
                            (USA) REALTY CORPORATION

                        


                

                


                
 

                By:  /s/ Olivia
                  Lam                                                     

                Name:  Olivia
                  Lam                                                                       

                Title:    Assistant
                  Treasurer                                                           

                 

                By:  /s/ Michael
                  Rogers                                                  

                Name:  Michael
                  Rogers                                                                 

                Title:    Assistant Vice
                  President                                                    

                


                 

                
                  	
                           

                        	
                          Loan
                            Commitment:  $50,000,000.00

                        


                

              

               

               

              
                
                   

                

                
                   

                  
                    

                  

                

                
                   

                

                

                  
                    Counterpart
                      Signature Page to 

                    Second
                      Amended and Restated Secured
                      Revolving Credit Agreement

                    


                    BANK:

                    


                    
                      	
                               

                            	
                              JPMORGAN
                                CHASE BANK, N.A.

                            


                    

                    


                    
 

                    By:  /s/ Dennis Jacobs         
                                                                    

                    Name:  Dennis Jacobs                                                                        

                    Title:    Senior
                      Vice
                      President                                                               

                    


                     

                    
                      	
                               

                            	
                              Loan
                                Commitment:  $50,000,000.00

                            


                    

                  

                   

                   

                  
                    
                       

                    

                    
                       

                      
                        

                      

                    

                    
                       

                    

                    

                      
                        Counterpart
                          Signature Page to 

                        Second
                          Amended and Restated Secured
                          Revolving Credit Agreement

                        


                        BANK:

                        


                        
                          	
                                   

                                	
                                  RBS
                                    CITIZENS, N.A. d/b/a CHARTER
                                    ONE

                                


                        

                        


                        
 

                        By:  /s/ Michael
                          E. Doyle                                                       

                        Name:  Michael
                          E. Doyle                                                        

                        Title:    Assistant Vice
                          President                                                               

                        


                         

                        
                          	
                                   

                                	
                                  Loan
                                    Commitment:  $50,000,000.00

                                


                        

                      

                       

                       

                      
                        
                           

                        

                        
                           

                          
                            

                          

                        

                        
                           

                        

                        

                          
                            Counterpart
                              Signature Page to 

                            Second
                              Amended and Restated Secured
                              Revolving Credit Agreement

                            


                            BANK:

                            


                            
                              	
                                       

                                    	
                                      MIDFIRST
                                        BANK, a Federally Chartered Savings
                                        Association

                                    


                            

                            


                            
 

                            By:  /s/ Chris
                              Reeves                                                     

                            Name:  Chris
                              Reeves                                                                       

                            Title:    Vice
                              President                                                                      

                            


                             

                            
                              	
                                       

                                    	
                                      Loan
                                        Commitment:  $30,000,000.00

                                    


                            

                          

                           

                           

                          
                            
                               

                            

                            
                               

                              
                                

                              

                            

                            
                               

                            

                            

                              
                                Counterpart
                                  Signature Page to 

                                Second
                                  Amended and Restated Secured
                                  Revolving Credit Agreement

                                


                                BANK:

                                


                                
                                  	
                                           

                                        	
                                          CALYON
                                            NEW YORK BRANCH

                                        


                                

                                


                                
 

                                By:  /s/ John A.
                                  Wain                                          

                                Name:  John
                                  A. Wain                                          

                                Title:    Managing
                                  Director                                                      

                                 

                                By:  /s/ Daniel
                                  J. Reddy                                      

                                Name:  Daniel
                                  J. Reddy                             


                                Title:    Director                                                           


                                


                                 

                                
                                  	
                                           

                                        	
                                          Loan
                                            Commitment:  $50,000,000.00

                                        


                                

                              

                               

                               

                              
                                
                                   

                                

                                
                                   

                                  
                                    

                                  

                                

                                
                                   

                                

                                

                                  
                                    Counterpart
                                      Signature Page to 

                                    Second
                                      Amended and Restated Secured
                                      Revolving Credit Agreement

                                    


                                    BANK:

                                    


                                    
                                      	
                                               

                                            	
                                              LANDESBANK
                                                HESSEN-THURINGEN
                                                GIROZENTRALE

                                            


                                    

                                    


                                    
 

                                    By:  /s/ Jung
                                      Y, Chun                                        

                                    Name:  Jung
                                      Y,
                                      Chun                                                           

                                    Title:    Vice
                                      President                                                          

                                     

                                    By:  /s/ Robert
                                      W. Becker                                      

                                    Name:  Robert
                                      W. Becker                             


                                    Title:    Senior
                                      Vice
                                      President                                                    

                                    


                                     

                                    
                                      	
                                               

                                            	
                                              Loan
                                                Commitment:  $35,000,000.00

                                            


                                    

                                  

                                   

                                   

                                  
                                    
                                       

                                    

                                    
                                       

                                      
                                        

                                      

                                    

                                    
                                       

                                    

                                    

                                      
                                        Counterpart
                                          Signature Page to 

                                        Second
                                          Amended and Restated Secured
                                          Revolving Credit Agreement

                                        


                                        BANK:

                                        


                                        
                                          	
                                                   

                                                	
                                                  FIFTH
                                                    THIRD BANK, a Michigan Banking
                                                    Corporation

                                                


                                        

                                        


                                        
 

                                        By:  /s/ Kelly
                                          Dreske                                                    
                                          

                                        Name:  Kelly
                                          Dreske                                                                        

                                        Title:   Assistant
                                          Vice
                                          President                                                        

                                        


                                         

                                        
                                          	
                                                   

                                                	
                                                  Loan
                                                    Commitment:  $40,000,000.00

                                                


                                        

                                      

                                       

                                       

                                      
                                        
                                           

                                        

                                        
                                           

                                          
                                            

                                          

                                        

                                        
                                           

                                        

                                        

                                          
                                            Counterpart
                                              Signature Page to 

                                            Second
                                              Amended and Restated Secured
                                              Revolving Credit Agreement

                                            


                                            BANK:

                                            


                                            
                                              	
                                                       

                                                    	
                                                      BAYERISCHE
                                                        LANDESBANK, NEW YORK
                                                        BRANCH

                                                    


                                            

                                            


                                            
 

                                            By:  /s/ Mark
                                              Lehman                                                       

                                            Name:  Mark
                                              Lehman                                                                        

                                            Title:    Second
                                              Vice
                                              President                                                            

                                             

                                            By:  /s/ Thorsten
                                              Macke                                             
                                              

                                            Name:  Thorsten
                                              Macke                                                                 

                                            Title:   
                                              Vice
                                              President                                                                    

                                            


                                             

                                            
                                              	
                                                       

                                                    	
                                                      Loan
                                                        Commitment:  $25,000,000.00

                                                    


                                            

                                          

                                           

                                           

                                          
                                            
                                               

                                            

                                            
                                               

                                              
                                                

                                              

                                            

                                            
                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    EXHIBIT
      A

     

    


     

    ASSIGNMENT
      AND
      ASSUMPTION AGREEMENT

     

    ASSIGNMENT
      AND
      ASSUMPTION AGREEMENT dated as of __________, 200__, between [insert name of
      assigning Bank] (“Assignor”) and [insert name of Assignee]
      (“Assignee”).

     

    Preliminary
      Statement

     

    1.           This
      Assignment and Assumption Agreement (this “Agreement”) relates to the Second
      Amended and Restated Secured Revolving Credit Agreement (as the same may be
      amended from time to time, the “Loan Agreement”) dated as of November 1,
      2007 among Borrowers, the Banks party thereto and Administrative
      Agent.  All capitalized terms not otherwise defined herein shall have
      the respective meanings set forth in the Loan Agreement.

     

    2.           Subject
      to the terms and conditions set forth in the Loan Agreement, Assignor has made
      a
      Loan Commitment to Borrowers in the current principal amount of $____________
      (“Assignor’s Loan Commitment”).

     

    3.           Assignor
      desires to assign to Assignee all of the rights of Assignor under the Loan
      Agreement and other Loan Documents in respect of a portion of its Loan and
      Loan
      Commitment in an amount equal to $__________ (“Assigned Loan Commitment”) and a
      portion of the outstanding principal balance of Assignor’s Loan in the same
      proportion as the Assigned Loan Commitment bears to Assignor’s Loan Commitment
      (the “Assigned Loan”; the Assigned Loan Commitment and Assigned Loan referred to
      collectively as the “Assigned Loan and Commitment”); and Assignee desires to
      accept assignment of such rights and assume the corresponding obligations from
      Assignor on such terms.

     

    NOW,
      THEREFORE, in
      consideration of the foregoing and the mutual agreements contained herein,
      the
      parties hereto agree as follows:

     

    SECTION
      1.                                Assignment.  Assignor
      hereby assigns and sells to Assignee all of the rights of Assignor under the
      Loan Agreement in and to the Assigned Loan and Commitment, and Assignee hereby
      accepts such assignment from Assignor and assumes all of the obligations of
      Assignor under the Loan Agreement with respect to the Assigned Loan and
      Commitment.  Upon the execution and delivery hereof by Assignor,
      Assignee, Borrowers (if applicable) and Administrative Agent and the payment
      of
      the amount specified in Section 2 hereof required to be paid on the date hereof,
      (1) Assignee shall, as of the commencement of business on the date hereof,
      succeed to the rights and obligations of a Bank under the Loan Agreement and
      other Loan Documents with a Loan and a Loan Commitment in amounts equal to
      the
      Assigned Loan and Commitment and (2) the Loan and Loan Commitment of Assignor
      shall, as of the commencement of business on the date hereof, be reduced
      correspondingly and Assignor released from its obligations under the Loan
      Agreement to the extent such obligations have been assumed by
      Assignee.  Assignor represents and warrants that it (x) owns the
      Assigned Loan and Commitment free and clear of all liens and other encumbrances
      and (y) is legally authorized to enter into and perform this
      Agreement.  Except as set forth in the immediately preceding sentence,
      the assignment provided for herein shall be without representation or warranty
      by, or recourse to, Assignor.

     

    SECTION
      2.                                Payments.  As
      consideration for the assignment and sale contemplated in Section 1 hereof,
      Assignee shall pay to Assignor on the date hereof in immediately available
      funds
      an amount equal to the amount of the Assigned Loan.  It is understood
      that any fees paid to Assignor under the Loan Agreement are for the account
      of
      Assignor, except as Assignor and Assignee shall have otherwise
      agreed.  Assignor and Assignee shall prorate interest when and as
      received from Borrowers.  Each of Assignor and Assignee hereby agrees
      that if it receives any amount under the Loan Agreement which is for the account
      of the other party hereto, it shall receive the same for the account of such
      other party to the extent of such other party’s interest therein and shall
      promptly pay the same to such other party.

     

    SECTION
      3.                                Consent
      of Borrower and Administrative Agent; Execution and Delivery of
      Notes.  This Agreement is conditioned upon the consent of
      Borrowers and of Administrative Agent pursuant to Section 12.05 of the Loan
      Agreement, except as otherwise provided in such section.  The
      execution of this Agreement by Borrowers and Administrative Agent is evidence
      of
      this consent.  Pursuant to Section 12.05 of the Loan Agreement, each
      Borrower has agreed to execute and deliver Notes payable to the respective
      orders of Assignee and Assignor to evidence the assignment and assumption
      provided for herein.

     

    SECTION
      4.                                Non-Reliance
      on Assignor.  Assignor makes no representation or warranty in
      connection with, and shall have no responsibility with respect to, the solvency,
      financial condition, or statements of any Borrower or any other party to any
      Loan Document, or the validity and enforceability of the obligations of any
      Borrower or any other party to a Loan Document in respect of the Loan Agreement
      or any other Loan Document.  Assignee acknowledges that it has,
      independently and without reliance on Assignor, and based on such documents
      and
      information as it has deemed appropriate, made its own analysis of the
      Collateral, credit analysis of each Borrower and decision to enter into this
      Agreement `and will continue to be responsible for making its own independent
      appraisal of the Collateral and of the business, affairs and financial condition
      of Borrower and the other parties to the Loan Documents.

     

    SECTION
      5.                                Governing
      Law.  This Agreement shall be governed by, and construed and
      enforced in accordance with, the Laws of the State of New
      York (without giving effect to New York’s principles of
      conflicts of law).

     

    SECTION
      6.                                Counterparts.  This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument.

     

    SECTION
      7.                                Certain
      Representations and Agreements by Assignee. Assignee represents and warrants
      that it is legally authorized to enter into and perform this
      Agreement.  In addition, Assignee represents that it is entitled to
      receive any payments to be made to it under the Loan Agreement or hereunder
      without the withholding of any tax and agrees to furnish the evidence of such
      exemption as specified in Section 10.13 of the Loan Agreement and otherwise
      to
      comply with the provisions of said Section.

     

    [Remainder
      of page intentionally left blank.]

     


    
      
              

                       
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the parties have caused this Agreement to be executed and delivered by their
      duly authorized officers as of the date first above written.

     

    


     

    
      	 	
              [NAME
                OF
                ASSIGNOR]

               

            
	 	
              By

            
	 	
              Name:

            
	 	
              Title:

               

            
	 	
              [NAME
                OF
                ASSIGNEE]

               

            
	 	
              By

            
	 	
              Name:

               

            
	 	
              Title:

               

            
	 	
              Applicable
                Lending Office:

               

            
	 	
              Address
                for
                Notices:

               

            
	 	
              [Assignee]

            
	 	
              [Address]

            
	 	
              Attention:                      _______________

            
	 	
              Telephone: (___)
                ________

            
	 	
              Facsimile: (___)
                ________

               

            


    


    
      
              

                        
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              CONSENTS:

            	
              DOLPHIN
                MALL ASSOCIATES LLC, a Delaware limited liability
                company

            


    

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:                                                                  

     

              Steven
      E. Eder,

     

              its
      authorized signatory

     

    


    FAIRLANE
      TOWN CENTER LLC, a Michigan limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:                                                                  

     

              Steven
      E. Eder,

     

              its
      authorized signatory

     

    


    TWELVE
      OAKS
      MALL, LLC, a Michigan limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:                                                                  

     

             Steven
      E. Eder,

     

             its
      authorized signatory

     

    
      	 	
              EUROHYPO
                AG, NEW YORK BRANCH

               

            
	 	
              By:

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              By:

            
	 	
              Name:

            
	 	
              Title:

            


    


    
      
              

                     
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    


     

    AUTHORIZATION
      LETTER

     

    November
      1,
      2007

     

    Eurohypo
      AG, New
      York Branch

     

    1114
      Avenue of the
      Americas, 29th Floor

     

    New
      York, New
      York  10036

     

    Attention:  Head
      of Portfolio Operations

     

    
      	
               

            	
              Re:

            	
              Second
                Amended and Restated Secured Revolving Credit Agreement dated as
                of
                November 1, 2007 (the “Loan Agreement”; capitalized terms not otherwise
                defined herein shall have the meanings ascribed to such terms in
                the Loan
                Agreement) among us, as Borrowers, the Banks named therein, and you, as
                Administrative Agent for said Banks

            	 


    

     

    Ladies/Gentlemen:

     

    In
      connection with
      the captioned Loan Agreement, each of us hereby designates any of the following
      persons to give to you instructions, including notices required pursuant to
      the
      Loan Agreement, orally, by telephone or teleprocess, or in writing:

     

    
      	
              Name:

            	
              Signature:

            
	
               

              Alice
                Mah

            	
               

              ____________________

            
	
              Lisa
                A.
                Payne

            	
              ____________________

            
	
              Steven
                E.
                Eder

               

            	
              ____________________

               

            


    

    Instructions
      may be
      honored on the oral, telephonic, teleprocess or written instructions of anyone
      purporting to be any one of the above designated persons even if the
      instructions are for the benefit of the person delivering them.  Each
      of us will furnish you with written confirmation of each such instruction signed
      by any person designated above (including any telecopy which appears to bear
      the
      signature of any person designated above) on the same day that the instruction
      is provided to you but your responsibility with respect to any instruction
      shall
      not be affected by your failure to receive such confirmation or by its
      contents.

     

    Without
      limiting
      the foregoing, each of us hereby unconditionally authorizes any one of the
      above-designated persons to execute and submit requests for advances of proceeds
      of the Loans, requests for the issuance of Letters of Credit and notices of
      Elections, Conversions and Continuations to you under the Loan Agreement with
      the identical force and effect in all respects as if executed and submitted
      by
      us.

     

    You
      and the Banks
      shall be fully protected in, and shall incur no liability to us for, acting
      upon
      any instructions which you in good faith believe to have been given by any
      person designated above, and in no event shall you or the Banks be liable for
      special, consequential or punitive damages.  In addition, each of us
      agrees to hold you and the Banks and your and their respective agents harmless
      from any and all liability, loss and expense arising directly or indirectly
      out
      of instructions that we provide to you in connection with the Loan Agreement
      except for liability, loss or expense occasioned by the gross negligence or
      willful misconduct of you or your agents.

     

    Upon
      notice to us,
      you may, at your option, refuse to execute any instruction, or part thereof,
      without incurring any responsibility for any loss, liability or expense arising
      out of such refusal if you in good faith believe that the person delivering
      the
      instruction is not one of the persons designated above or if the instruction
      is
      not accompanied by an authentication method that we have agreed to in
      writing.

     

    We
      will promptly
      notify you in writing of any change in the persons designated above and, until
      you have actually received such written notice and have had a reasonable
      opportunity to act upon it, you are authorized to act upon instructions, even
      though the person delivering them may no longer be authorized.

     

    Very
      truly
      yours,

     

    DOLPHIN
      MALL ASSOCIATES LLC, a Delaware limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:                                                                  

     

              Steven
      E. Eder,

     

              its
      authorized signatory

     

    


    FAIRLANE
      TOWN CENTER LLC, a Michigan limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:                                                                  

     

              Steven
      E. Eder,

     

              its
      authorized signatory

     

    


    TWELVE
      OAKS
      MALL, LLC, a Michigan limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:                                                                  

     

             Steven
      E. Eder,

     

             its
      authorized signatory

     


    
      
              

              
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-1

     

    


     

    AMENDED
      AND
      RESTATED

     

    NOTE
      FOR DOLPHIN
      MALL ASSOCIATES LLC

     

    
      	
              $___________

            	
              New
                York, New
                York

            
	 	
              November
                1,
                2007

               

            


    

    For
      value received,
      DOLPHIN MALL ASSOCIATES LLC, a Delaware limited liability company (“Borrower”),
      hereby promises to pay to the order of ________________________ or its
      successors or assigns (the “Bank”), at the office of Eurohypo AG, New York
      Branch (“Administrative Agent”), located at 1114 Avenue of the Americas, 29th
      Floor, New York, New York 10036 for the account of the Applicable Lending Office
      of the Bank, the principal sum of _______________ AND 00/100 Dollars
      ($__________.00), or if less, the amount loaned by the Bank to Borrower pursuant
      to the Loan Agreement (as defined below) and actually outstanding, in lawful
      money of the United States and in immediately available funds, in accordance
      with the terms set forth in the Loan Agreement.  Borrower also
      promises to pay interest on the unpaid principal balance hereof, for the period
      such balance is outstanding, in like money, at said office for the account
      of
      said Applicable Lending Office, at the time and at a rate per annum as provided
      in the Loan Agreement.  The Loan Agreement provides in certain cases
      for the accrual and payment of interest at the Default Rate.  This
      Note evidences a portion of the indebtedness heretofore evidenced by that
      certain Second Consolidated, Amended and Restated Note dated of even date
      herewith (“Original Note”) made by Borrower to Eurohypo AG, New York Branch in
      the amount of One Hundred Thirty Nine Million Nine Hundred Thirty Seven Thousand
      Nine Hundred Fifty Six AND 17/100 Dollars ($139,937,956.17).  This
      Note continues, but does not extinguish, a portion of the indebtedness under
      the
      Original Note and does not constitute a novation.

     

    The
      date and amount
      of each advance of the Loan made by the Bank to Borrower under the Loan
      Agreement, and each payment of said Loan, shall be recorded by the Bank on
      its
      books and, prior to any transfer of this Note (or, at the discretion of the
      Bank, at any other time), may be endorsed by the Bank on the schedule attached
      hereto and any continuation thereof.

     

    This
      Note is one of
      the Notes referred to in the Second Amended and Restated Secured Revolving
      Credit Agreement dated as of November 1, 2007 (as the same may be amended
      from time to time, the “Loan Agreement”) among Borrower, the Banks named therein
      (including the Bank), and Administrative Agent, as administrative agent for
      the
      Banks.  All of the terms, conditions and provisions of the Loan
      Agreement are hereby incorporated by reference.  All capitalized terms
      used herein and not defined herein shall have the meanings given to them in
      the
      Loan Agreement.

     

    This
      Note is
      secured by, among other things, a Mortgage executed by Borrower, which contains,
      among other things, provisions for the acceleration of this Note upon the
      happening of certain stated events.  Reference to the Mortgage is
      hereby made for a description of the “Mortgaged Property” encumbered thereby and
      the rights of Borrower and the Banks (including the Bank) with respect to such
      Mortgaged Property.  In addition, the Loan Agreement contains, among
      other things, provisions for the acceleration of this Note upon the occurrence
      of certain stated events.

     

    Borrower
      agrees
      that it shall be bound by any agreement extending the time or modifying the
      terms of payment set forth above and in the Loan Agreement, made by or on behalf
      of the Banks and the owner or owners of any of the Mortgaged Property under
      the
      Mortgage, whether with or without notice to Borrower, and Borrower shall remain
      liable to pay the amount due hereunder in accordance with the terms set forth
      herein and in the Loan Agreement, but with interest at a rate no greater than
      the rate of interest provided therein, according to the terms of any such
      agreement of extension or modification.

     

    Should
      the
      indebtedness represented by this Note or any part thereof be collected at law
      or
      in equity, or in bankruptcy, receivership or any other court proceeding (whether
      at the trial or appellate level), or should this Note be placed in the hands
      of
      attorneys for collection upon default, Borrower agrees to pay, in addition
      to
      the principal, interest and other sums due and payable hereon, all costs of
      collecting or attempting to collect this Note, including reasonable attorneys’
fees and expenses.

     

    Recourse
      under this
      Note shall be limited as set forth in Section 11.02 of the Loan
      Agreement.

     

    All
      parties to this
      Note, whether principal, surety, guarantor or endorser, hereby waive presentment
      for payment, demand, protest, notice of protest and notice of
      dishonor.

     

    This
      Note shall be
      governed by, and construed and enforced in accordance with, the Laws of the
      State of New York (without giving effect to New York’s principles of conflicts
      of law), provided that, as to the maximum lawful rate of interest which may
      be
      charged or collected, if the Laws applicable to the Bank permit it to charge
      or
      collect a higher rate than the Laws of the State of New York, then such Law
      applicable to the Bank shall apply to the Bank under this Note.

     

    Very
      truly
      yours,

     

    DOLPHIN
      MALL
      ASSOCIATES LLC, a Delaware limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:___________________________

     

              Steven
      E. Eder,

     

              its
      authorized signatory

     


    
      
              

                  
      

           
      

                  THIS
            AMENDED AND RESTATED NOTE CONTINUES THE INDEBTEDNESS FORMERLY EVIDENCED
            BY THAT
            CERTAIN SECOND CONSOLIDATED, AMENDED AND RESTATED NOTE OF EVEN DATE HEREWITH
            EXECUTED BY BORROWER AND PAYABLE TO THE ORDER OF EUROHYPO AG, NEW YORK
            BRANCH
            (“PRIOR LENDER”), IN THE ORIGINAL PRINCIPAL AMOUNT OF $139,937,956.17
            (“ORIGINAL NOTE”). FLORIDA DOCUMENTARY STAMP TAXES AND NON-RECURRING
            INTANGIBLE PERSONAL PROPERTY TAXES DUE IN CONNECTION WITH THE ORIGINAL
            NOTE WERE
            PAID UPON RECORDATION OF THAT CERTAIN MORTGAGE, ASSIGNMENT OF RENTS AND
            SECURITY
            AGREEMENT RECORDED AT OFFICIAL RECORDS BOOK 18816, PAGE 4432, IN THE
            PUBLIC
            RECORDS OF MIAMI-DADE COUNTY,
            FLORIDA.      

           
      

                  NO
            FLORIDA
            DOCUMENTARY STAMP TAXES OR NON-RECURRING INTANGIBLE PERSONAL PROPERTY
            TAXES ARE
            DUE IN CONNECTION WITH THE EXECUTION OF THIS NOTE BECAUSE IT IS AN EXEMPT
            RENEWAL UNDER FLORIDA STATUTES SECTION
            201.09.      

           
      

                  
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-2

    


    


    PROMISSORY
      NOTE FOR
      FAIRLANE TOWN CENTER LLC

    


    


    
      	
              $___________

            	
              New
                York, New
                York

            
	 	
              __________,
                ____

               

            


    

    For
      value received,
      FAIRLANE TOWN CENTER LLC, a Michigan limited liability company (“Borrower”),
      hereby promises to pay to the order of ____________________________ or its
      successors or assigns (the “Bank”), at the office of Eurohypo AG, New York
      Branch (“Administrative Agent”), located at 1114 Avenue of the Americas, 29th
      Floor, New York, New York 10036 for the account of the Applicable Lending Office
      of the Bank, the principal sum of
      _____________________________________________________ Dollars ($_____________),
      or if less, the amount loaned by the Bank to Borrower pursuant to the Loan
      Agreement (as defined below) and actually outstanding, in lawful money of the
      United States and in immediately available funds, in accordance with the terms
      set forth in the Loan Agreement.  Borrower also promises to pay
      interest on the unpaid principal balance hereof, for the period such balance
      is
      outstanding, in like money, at said office for the account of said Applicable
      Lending Office, at the time and at a rate per annum as provided in the Loan
      Agreement.  The Loan Agreement provides in certain cases for the
      accrual and payment of interest at the Default Rate.

     

    The
      date and amount
      of each advance of the Loan made by the Bank to Borrower under the Loan
      Agreement, and each payment of said Loan, shall be recorded by the Bank on
      its
      books and, prior to any transfer of this Note (or, at the discretion of the
      Bank, at any other time), may be endorsed by the Bank on the schedule attached
      hereto and any continuation thereof.

     

    This
      Note is one of
      the Notes referred to in the Second Amended and Restated Secured Revolving
      Credit Agreement dated as of November 1, 2007 (as the same may be amended from
      time to time, the “Loan Agreement”) among Borrower, the other Borrowers named
      therein (the “Other Borrowers”), the Banks named therein (including the Bank),
      and Administrative Agent, as administrative agent for the Banks.  All
      of the terms, conditions and provisions of the Loan Agreement are hereby
      incorporated by reference.  All capitalized terms used herein and not
      defined herein shall have the meanings given to them in the Loan
      Agreement.

     

    This
      Note is
      secured by, among other things, that certain Second Amended and Restated
      Mortgage from Borrower to Administrative Agent dated as of even date herewith
      (the “Fairlane Mortgage”), which contains, among other things, provisions for
      the acceleration of this Note upon the happening of certain stated
      events.  Reference to the Fairlane Mortgage is hereby made for a
      description of the “Mortgaged Property” encumbered thereby and the rights of
      Borrower and the Banks (including the Bank) with respect to such Mortgaged
      Property.  In addition, the Loan Agreement contains, among other
      things, provisions for the acceleration of this Note upon the occurrence of
      certain stated events.

     

    Should
      the
      indebtedness represented by this Note or any part thereof be collected at law
      or
      in equity, or in bankruptcy, receivership or any other court proceeding (whether
      at the trial or appellate level), or should this Note be placed in the hands
      of
      attorneys for collection upon default, Borrower agrees to pay, in addition
      to
      the principal, interest and other sums due and payable hereon, all costs of
      collecting or attempting to collect this Note, including reasonable attorneys’
fees and expenses.

     

    Recourse
      under this
      Note shall be limited as set forth in Section 11.02 of the Loan
      Agreement.

     

    All
      parties to this
      Note, whether principal, surety, guarantor or endorser, hereby waive presentment
      for payment, demand, protest, notice of protest and notice of
      dishonor.

     

    This
      Note shall be
      governed by, and construed and enforced in accordance with, the Laws of the
      State of New York (without giving effect to New York’s principles of conflicts
      of law), provided that, as to the maximum lawful rate of interest which may
      be
      charged or collected, if the Laws applicable to the Bank permit it to charge
      or
      collect a higher rate than the Laws of the State of New York, then such Law
      applicable to the Bank shall apply to the Bank under this Note.

     

    Very
      truly
      yours,

     

    FAIRLANE
      TOWN
      CENTER LLC, a Michigan limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:                                                                  

     

    Steven
      E. Eder,

     

    an
      authorized signatory

     


    
      
              

                      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-3

    


    


    PROMISSORY
      NOTE FOR
      TWELVE OAKS MALL, LLC

    


    
      	
              $___________

            	
              New
                York, New
                York

            
	 	
              __________,
                ____

               

            


    

    For
      value received,
      TWELVE OAKS MALL, LLC, a Michigan limited liability company (“Borrower”), hereby
      promises to pay to the order of ____________________________ or its successors
      or assigns (the “Bank”), at the office of Eurohypo AG, New York Branch
      (“Administrative Agent”), located at 1114 Avenue of the Americas, 29th Floor,
      New York, New York 10036 for the account of the Applicable Lending Office of
      the
      Bank, the principal sum of
      _____________________________________________________Dollars ($_____________),
      or if less, the amount loaned by the Bank to Borrower pursuant to the Loan
      Agreement (as defined below) and actually outstanding, in lawful money of the
      United States and in immediately available funds, in accordance with the terms
      set forth in the Loan Agreement.  Borrower also promises to pay
      interest on the unpaid principal balance hereof, for the period such balance
      is
      outstanding, in like money, at said office for the account of said Applicable
      Lending Office, at the time and at a rate per annum as provided in the Loan
      Agreement.  The Loan Agreement provides in certain cases for the
      accrual and payment of interest at the Default Rate.

     

    The
      date and amount
      of each advance of the Loan made by the Bank to Borrower under the Loan
      Agreement, and each payment of said Loan, shall be recorded by the Bank on
      its
      books and, prior to any transfer of this Note (or, at the discretion of the
      Bank, at any other time), may be endorsed by the Bank on the schedule attached
      hereto and any continuation thereof.

     

    This
      Note is one of
      the Notes referred to in the Second Amended and Restated Secured Revolving
      Credit Agreement dated as of November 1, 2007 (as the same may be amended from
      time to time, the “Loan Agreement”) among Borrower, the other Borrowers named
      therein (the “Other Borrowers”), the Banks named therein (including the Bank),
      and Administrative Agent, as administrative agent for the Banks.  All
      of the terms, conditions and provisions of the Loan Agreement are hereby
      incorporated by reference.  All capitalized terms used herein and not
      defined herein shall have the meanings given to them in the Loan
      Agreement.

     

    This
      Note is
      secured by, among other things, that certain Second Amended and Restated
      Mortgage from Borrower to Administrative Agent dated as of even date herewith
      (the “Twelve Oaks Mortgage”), which contains, among other things, provisions for
      the acceleration of this Note upon the happening of certain stated
      events.  Reference to the Twelve Oaks Mortgage is hereby made for a
      description of the “Mortgaged Property” encumbered thereby and the rights of
      Borrower and the Banks (including the Bank) with respect to such Mortgaged
      Property.  In addition, the Loan Agreement contains, among other
      things, provisions for the acceleration of this Note upon the occurrence of
      certain stated events.

     

    Should
      the
      indebtedness represented by this Note or any part thereof be collected at law
      or
      in equity, or in bankruptcy, receivership or any other court proceeding (whether
      at the trial or appellate level), or should this Note be placed in the hands
      of
      attorneys for collection upon default, Borrower agrees to pay, in addition
      to
      the principal, interest and other sums due and payable hereon, all costs of
      collecting or attempting to collect this Note, including reasonable attorneys’
fees and expenses.

     

    Recourse
      under this
      Note shall be limited as set forth in Section 11.02 of the Loan
      Agreement.

     

    All
      parties to this
      Note, whether principal, surety, guarantor or endorser, hereby waive presentment
      for payment, demand, protest, notice of protest and notice of
      dishonor.

     

    This
      Note shall be
      governed by, and construed and enforced in accordance with, the Laws of the
      State of New York (without giving effect to New York’s principles of conflicts
      of law), provided that, as to the maximum lawful rate of interest which may
      be
      charged or collected, if the Laws applicable to the Bank permit it to charge
      or
      collect a higher rate than the Laws of the State of New York, then such Law
      applicable to the Bank shall apply to the Bank under this Note.

     

    Very
      truly
      yours,

     

    TWELVE
      OAKS MALL,
      LLC, a Michigan limited liability company

     

    
      	
               

            	
              By:

            	
              The
                Taubman
                Realty Group Limited Partnership, a Delaware limited partnership,
                its sole
                member

            


    

     

    By:                                                                  

     

    Steven
      E. Eder,

     

    an
      authorized signatory

     


    
      
              

                        
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    MATERIAL
      AFFILIATES

     

    (Shopping
      Centers
      and Shopping Centers under construction)

     

    


     

    


     

    [BORROWER
      TO UPDATE]

     

    


     

    
      	 	
               

              Shopping
                Center

               

            	
               

              Owner
                of the Shopping Center

               

            	
               

              %
                Owned

              by
                TRG

               

            
	
               

              1.

               

            	
               

              Arizona
                Mills

              Tempe,
                AZ

               

            	
               

              Arizona
                Mills
                L.L.C., a Delaware limited liability company

               

            	
               

              50%

               

            
	
               

              2.

               

            	
               

              Beverly
                Center

              Los
                Angeles,
                CA

               

            	
               

              LaCienega
                Partners Limited Partnership, a Delaware limited partnership

               

            	
               

              100%

               

            
	
               

              3.

               

            	
               

              a)  Cherry
                Creek Mall

               

            	
               

              Taubman-Cherry
                Creek Shopping Center, L.L.C., a Delaware limited liability
                company

               

            	
               

              50%

               

            
	
               

              b)  Cherry
                Creek – West

                   End

                   Denver,
                CO

               

            	
               

              Taubman-Cherry
                Creek Limited Partnership, a Colorado limited partnership

               

            	
               

              50%

               

            
	
               

              4.

               

            	
               

              Dolphin
                Mall

              Miami,
                FL

               

            	
               

              Dolphin
                Mall
                Associates LLC, a Delaware limited liability company

               

            	
               

              100%

               

            
	
               

              5.

               

            	
               

              Fair
                Oaks

              Fairfax,
                VA

               

            	
               

              Fairfax
                Company of Virginia L.L.C., a Virginia limited liability
                company

               

            	
               

              50%

               

            
	
               

              6.

               

            	
               

              Fairlane
                Town
                Center

              Dearborn,
                MI

               

            	
               

              Fairlane
                Town
                Center LLC, a Michigan limited liability company

               

            	
               

              100%

               

            
	
               

              7.

               

            	
               

              Great
                Lakes
                Crossing

              Auburn
                Hills,
                MI

               

            	
               

              Taubman
                Auburn Hills Associates Limited Partnership, a Delaware limited
                partnership

               

            	
               

              100%

               

            
	
               

              8.

               

            	
               

              International
                Plaza

              Tampa,
                FL

               

            	
               

              Tampa
                Westshore Associates Limited Partnership, a Delaware limited
                partnership

               

            	
               

              50.1%

               

            
	
               

              9.

               

            	
               

              MacArthur
                Center

              Norfolk,
                VA

               

            	
               

              MacArthur
                Shopping Center LLC, a Delaware limited liability company

               

            	
               

              95%

               

            
	
               

              10.

               

            	
               

              The
                Mall at
                Millenia

              Orlando,
                FL

               

            	
               

              Forbes
                Taubman Orlando, L.L.C., a Michigan limited liability company

               

            	
               

              50%

               

            
	
               

              11.

               

            	
               

              Northlake
                Mall

              Charlotte,
                NC

               

            	
               

              TRG
                Charlotte
                LLC, a Delaware limited liability company

               

            	
               

              100%

               

            
	
               

              12.

               

            	
               

              The
                Mall at
                Oyster Bay

              Oyster
                Bay,
                NY

               

            	
               

              Oyster
                Bay
                Associates Limited Partnership, a Delaware limited
                partnership

               

            	
               

              100%

               

            
	
               

              13.

               

            	
               

              Regency
                Square

              Richmond,
                VA

               

            	
               

              Taubman
                Regency Square Associates, LLC, a Delaware limited liability
                company

               

            	
               

              100%

               

            
	
               

              14.

               

            	
               

              The
                Mall at
                Short Hills

              Short
                Hills,
                NJ

               

            	
               

              Short
                Hills
                Associates L.L.C., a Delaware limited liability company

               

            	
               

              100%

               

            
	
               

              15.

               

            	
               

              Stamford
                Town
                Center

              Stamford,
                CT

               

            	
               

              Rich-Taubman
                Associates, a Connecticut general partnership

               

            	
               

              50%

               

            
	
               

              16.

               

            	
               

              Stony
                Point
                Fashion Park

              Richmond,
                VA

               

            	
               

              Stony
                Point
                Fashion Park Associates, L.L.C., a Delaware limited liability
                company

               

            	
               

              100%

               

            
	
               

              17.

               

            	
               

              Sunvalley

              Concord,
                CA

               

            	
               

              Taubman
                Land
                Associates LLC, a Delaware limited liability company, fee
                owner

              Sunvalley
                Shopping Center LLC, a Delaware limited liability company, ground
                lessee

               

            	
               

              50%

               

            
	
               

              18.

               

            	
               

              Twelve
                Oaks
                Mall

              Novi,
                MI

               

            	
               

              Twelve
                Oaks
                Mall, LLC, a Michigan limited liability company

               

            	
               

              100%

               

            
	
               

              19.

               

            	
               

              Waterside
                Shops at Pelican Bay

              Naples,
                FL

               

            	
               

              Waterside
                Shops, LLC, a Delaware limited liability company

               

            	
               

              25%

               

            
	
               

              20.

               

            	
               

              The
                Mall at
                Wellington Green - Wellington, FL

               

            	
               

              TJ
                Palm Beach
                Associates Limited Partnership, a Delaware limited
                partnership

               

            	
               

              90%

               

            
	
               

              21.

               

            	
               

              Westfarms
                Mall

              West
                Hartford, CT

               

            	
               

              West
                Farms
                Mall, LLC, a Delaware limited liability company

               

            	
               

              78.94%

               

            
	
               

              22.

               

            	
               

              The
                Shops at
                Willow Bend - Plano, TX

               

            	
               

              Willow
                Bend
                Shopping Center Limited Partnership, a Delaware limited
                partnership

               

            	
               

              100%

               

            
	
               

              23.

               

            	
               

              Partridge
                Creek

              Clinton
                Township, MI

               

            	
               

              Partridge
                Creek Fashion Park LLC, a Delaware limited liability company Operating
                Lessee of the Center

              Partridge
                Creek Land LLC, a Delaware limited liability company Fee Owner/Ground
                Lessor

               

            	
               

              100%

               

            
	
               

              24.

               

            	
               

              The
                Pier at
                Ceasar’s

              Atlantic
                City, NJ

               

            	
               

              Atlantic
                Pier
                Associates LLC, a Delaware limited liability company

               

            	
               

              77.5%

               

            


    


    
      
              

                      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    


     

    


     

    SOLVENCY
      CERTIFICATE

     

    This
      certificate is
      delivered pursuant to Section 4.01 of the Second Amended and Restated Secured
      Revolving Credit Agreement dated as of November 1, 2007 (the “Loan
      Agreement”) among Dolphin Mall Associates LLC, a Delaware limited liability
      company, Fairlane Town Center LLC, a Michigan limited liability company, Twelve
      Oaks Mall LLC, a Michigan limited liability company, the lenders party thereto
      (each a “Bank” and collectively, the “Banks”) and Eurohypo AG, New York
      Branch, as administrative agent for the Banks (in such capacity, together with
      its successors in such capacity, “Administrative Agent”).  The
      __________ executing this certificate is the _______________ of
      _____________________, a ___________ (“__________”), and said ___________ is
      familiar with its properties, assets and businesses, and is duly authorized
      to
      execute this certificate on behalf of _____________________.  In
      executing this Certificate, such ________ is acting solely in [his] [her]
      capacity as the _________ of ________, and not in [his] [her] individual
      capacity.  Unless otherwise defined herein, terms defined in the Loan
      Agreement are used herein as therein defined.

     

    The
      undersigned
      further certifies that [he] [she] has carefully reviewed the Loan Agreement
      and
      the other Loan Documents and the contents of this Certificate and, in connection
      herewith, has made such investigation and inquiries as [he] [she] deems
      necessary and prudent therefor.  The undersigned further certifies
      that the financial information and assumptions which underlie and form the
      basis
      for the representations made in this Certificate were reasonable when made
      and
      were made in good faith and continue to be reasonable as of the date
      hereof.

     

    The
      undersigned
      understands that Administrative Agent and the Banks are relying on the truth
      and
      accuracy of this Certificate in connection with the transactions contemplated
      by
      the Loan Agreement.

     

    The
      undersigned
      certifies that ___________ is Solvent.

     

    IN
      WITNESS WHEREOF,
      the undersigned has executed this Certificate on _______, 2007.

     


    
      
              

                        
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    


     

    NOTICE-OF-ASSIGNMENT
      OF LEASE

     

    (On
      Letterhead of
      Borrower)

     

    _____________,
      200__

     

    [Name
      and Address
      of Tenant]

     

    
      	
              Re:

            	
              Lease
                Dated:

            	 
	 	
              Mortgagee:

            	
              Eurohypo
                AG,
                New York Branch (as administrative agent for itself and other
                lenders)

            
	 	
              Address
                of
                Mortgagee:

            	
              1114
                Avenue
                of the Americas, 29th Floor

              New
                York, New
                York  10036

              Attention:  Head
                of Portfolio Operations

            
	 	
              Mortgage Dated:

            	
              November
                1,
                2007

            
	 	 


    

    Dear
      Sir/Madam:

     

    The
      undersigned has
      assigned by a mortgage or deed of trust (the “Mortgage”) dated as shown above to
      or for the benefit of the Mortgagee identified above (hereinafter “Mortgagee”)
      all its estate, right, title and interest in, to and under the Lease between
      you
      and the undersigned dated as set forth above, as said Lease may have been
      heretofore modified or amended (the “Lease”), together with all right, title and
      interest of the undersigned as lessor thereunder, including, without limitation,
      the right upon the occurrence of an Event of Default (as defined in the
      Mortgage) to collect and receive all earnings, revenues, rents, issues, profits
      and income of the property subject to the Mortgage.

     

    Said
      assignment
      does not impair or diminish any of our obligations to you under the provisions
      of the Lease, nor are any such obligations imposed upon Mortgagee or upon the
      lenders for whom Mortgagee is acting as administrative agent, or their
      respective successors or assigns.

     

    Pursuant
      to said
      assignment you are hereby notified that in the event of a demand on you by
      Mortgagee or its successors and assigns for the payment to it of the rents
      due
      under the Lease, you may, and are hereby authorized and directed to, pay said
      rent to Mortgagee and we hereby agree that the receipt by you of such a demand
      shall be conclusive evidence of Mortgagee’s right to the receipt thereof and
      that the payment of the rents by you to Mortgagee pursuant to such demand shall
      constitute performance in full of your obligation under the Lease for the
      payment of rent to the undersigned.

     

    
      	 
	
              NOTE:  To
                be sent in accordance with notice requirements of the
                Lease.

            


    

    


    Kindly
      indicate
      your receipt of this letter and your agreement to the effect set forth below
      by
      signing the enclosed copy thereof and mailing it to Mortgagee at its address
      identified above, attention:  __________________.

     

    
      	
              [BORROWER]

               

            
	
              By:                                                                                

            
	
              Name:

            
	
              Title:

               

            


    

    The
      undersigned
      acknowledges receipt of the original of this letter and agrees for the benefit
      of Mortgagee that it shall notify Mortgagee of any default on the part of the
      landlord under the Lease which would entitle the undersigned to cancel the
      Lease
      or to abate the rent payable thereunder, and further agrees that,
      notwithstanding any provision of the Lease, no notice of cancellation thereof
      shall be effective unless Mortgagee has received the notice aforesaid and has
      failed within 30 days of the date thereof to cure, or if the default cannot
      be
      cured within 30 days has failed to commence and to diligently prosecute the
      cure, of landlord’s default which gave rise to the right to cancel.

     

    
      	
              [NAME
                OF
                TENANT]

               

            
	
              By:                                                                               

            
	
              ________________________,

            
	
              its
                authorized officer

            


    


    
      
              

                      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

    


    ADVANCE
      REQUEST
      FOR

    DOLPHIN
      MALL
      ASSOCIATES LLC

     

    ____________
      ____,
      200__

     

    Eurohypo
      AG, New
      York Branch

     

    1114
      Avenue of the
      Americas, 29th Floor

     

    New
      York, New York
      10036

     

    Attention:  __________________

     

    
      	
              Re:Dolphin
                Mall Associates LLC

              SecondAmended
                and Restated Secured Revolving Credit Agreement Draw

               

            


    

    Dear
      Sir/Madam:

     

    In
      accordance with
      Section 2.04 of the November 1, 2007 Second Amended and Restated Secured
      Revolving Credit Agreement among Dolphin Mall Associates LLC, Fairlane Town
      Center LLC and Twelve Oaks Mall LLC (as Borrowers), Eurohypo AG, New York
      Branch (as Administrative Agent) and the various lenders signatory thereto
      (as
      Banks), this letter serves as a request by Dolphin Mall Associates LLC for
      a
[Base Rate Loan] [LIBOR Loan] advance of ________ Million
      Dollars ($__________) on ___________, 200__.  This is to certify that
      said funds will be used for ______________.

     

    In
      the case of a LIBOR Loan advance, please set the Interest Period for _________
      [days or months].

     

    Based
      on a Property
      Debt Yield of ____%, the Applicable Margin for such advance is
      ____%.

     

    Please
      wire the
      advance on __________, ___________, 200__.  The wire instructions are
      as follows:

     

    
      	
              Amount:

            	
              ___________

            
	
              Bank:

            	 
	
              ABA
                #:

            	 
	
              Account:

            	 
	
              Account
                #:

               

            	 


    

    If
      you have any
      questions, please call ___________ at (___) __________.

     

    Sincerely,

     

    


     

    


     

    ______________,
      on
      behalf of

     

    Dolphin
      Mall
      Associates LLC

     


    
      
              

                        
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2

    


    ADVANCE
      REQUEST
      FOR

    FAIRLANE
      TOWN
      CENTER LLC

     

    ____________
      ____,
      200__

     

    Eurohypo
      AG, New
      York Branch

     

    1114
      Avenue of the
      Americas, 29th Floor

     

    New
      York, New York
      10036

     

    Attention:  __________________

     

    
      	
              Re:Fairlane
                Town Center LLC

              SecondAmended
                and Restated Secured Revolving Credit Agreement Draw

               

            


    

    Dear
      Sir/Madam:

     

    In
      accordance with
      Section 2.04 of the November 1, 2007 Second Amended and Restated Secured
      Revolving Credit Agreement among Dolphin Mall Associates LLC, Fairlane Town
      Center LLC and Twelve Oaks Mall LLC (as Borrowers), Eurohypo AG, New York
      Branch (as Administrative Agent) and the various lenders signatory thereto
      (as
      Banks), this letter serves as a request by Fairlane Town Center LLC for a
[Base Rate Loan] [LIBOR Loan] advance of ________ Million
      Dollars ($__________) on ___________, 200__.  This is to certify that
      said funds will be used for ______________.

     

    In
      the case of a LIBOR Loan advance, please set the Interest Period for _________
      [days or months].

     

    Based
      on a Property
      Debt Yield of ____%, the Applicable Margin for such advance is
      ____%.

     

    Please
      wire the
      advance on __________, ___________, 200__.  The wire instructions are
      as follows:

     

    
      	
              Amount:

            	
              ___________

            
	
              Bank:

            	 
	
              ABA
                #:

            	 
	
              Account:

            	 
	
              Account
                #:

               

            	 


    

    If
      you have any
      questions, please call ___________ at (___) __________.

     

    Sincerely,

     

    


     

    


     

    ______________,
      on
      behalf of

     

    Fairlane
      Town
      Center LLC

     


    
      
              

                      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-3

    


    ADVANCE
      REQUEST
      FOR

    TWELVE
      OAKS MALL
      LLC

     

    ____________
      ____,
      200__

     

    Eurohypo
      AG, New
      York Branch

     

    1114
      Avenue of the
      Americas, 29th Floor

     

    New
      York, New York
      10036

     

    Attention:  __________________

     

    
      	
              Re:Twelve
                Oaks Mall LLC

              Second
                Amended and Restated Secured Revolving Credit Agreement Draw

               

            


    

    Dear
      Sir/Madam:

     

    In
      accordance with
      Section 2.04 of the November 1, 2007 Second Amended and Restated Secured
      Revolving Credit Agreement among Dolphin Mall Associates LLC, Fairlane Town
      Center LLC and Twelve Oaks Mall LLC (as Borrowers), Eurohypo AG, New York
      Branch (as Administrative Agent) and the various lenders signatory thereto
      (as
      Banks), this letter serves as a request by Twelve Oaks Mall LLC for a
[Base Rate Loan] [LIBOR Loan] advance of ________ Million
      Dollars ($__________) on ___________, 200__.  This is to certify that
      said funds will be used for ______________.

     

    In
      the case of a LIBOR Loan advance, please set the Interest Period for _________
      [days or months].

     

    Based
      on a Property
      Debt Yield of ____%, the Applicable Margin for such advance is
      ____%.

     

    Please
      wire the
      advance on __________, ___________, 200__.  The wire instructions are
      as follows:

     

    
      	
              Amount:

            	
              ___________

            
	
              Bank:

            	 
	
              ABA
                #:

            	 
	
              Account:

            	 
	
              Account
                #:

               

            	 


    

    If
      you have any
      questions, please call ___________ at (___) __________.

     

    Sincerely,

     

    


     

    


     

    ______________,
      on
      behalf of

     

    Twelve
      Oaks Mall
      LLC

     


    
      
              

                        
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    


     

    ACCEPTANCE
      LETTER

     

    Eurohypo
      AG, New
      York Branch

     

    1114
      Avenue of the
      Americas, 29th Floor

     

    New
      York, New
      York  10036

     

    Attention:  Head
      of Portfolio Operations

     

    Dolphin
      Mall
      Associates LLC

     

    200
      East Long Lake
      Road - Suite 300

     

    Bloomfield
      Hills,
      Michigan 48304

     

    Attention:  Steven
      E. Eder

     

    Fairlane
      Town
      Center LLC

     

    200
      East Long Lake
      Road - Suite 300

     

    Bloomfield
      Hills,
      Michigan 48304

     

    Attention:  Steven
      E. Eder

     

    Twelve
      Oaks Mall
      LLC

     

    200
      East Long Lake
      Road - Suite 300

     

    Bloomfield
      Hills,
      Michigan 48304

     

    Attention:  Steven
      E. Eder

     

    Dear
      Sir/Madam:

     

    We
      refer to the
      Second Amended and Restated Secured Revolving Credit Agreement, dated as of
      November 1, 2007, among Dolphin Mall Associates LLC, Fairlane Town Center
      LLC and Twelve Oaks Mall, LLC, as Borrowers; Eurohypo AG, New York Branch
      and the other lenders who have become a party to said Second Amended and
      Restated Secured Revolving Credit Agreement as original signatories thereto
      or
      through the execution of Assignment and Assumption Agreements prior to the
      date
      hereof, as Banks; and Eurohypo AG, New York Branch, as Administrative
      Agent.  Said Secured Revolving Credit Agreement, as amended from time
      to time, is hereinafter referred to as the “Loan
      Agreement”.  Capitalized terms not otherwise defined herein shall have
      the respective definitions given them in the Loan Agreement.

     

    You
      and we hereby
      acknowledge and agree that, pursuant to Section 2.19 of the Loan Agreement,
      we
      are hereby made a party to the Loan Agreement, and for all purposes of the
      Loan
      Agreement shall be, and shall have all the rights and obligations of, a Bank,
      with a Loan Commitment in the amount of $_________.  Each of you
      acknowledges your consent to our becoming a Bank and to the amount of our Loan
      Commitment.

     

    We
      shall, pursuant
      to and when and as described in paragraph (c) of Section 2.19 of the Loan
      Agreement, remit to Administrative Agent a principal amount equal to the
“Outstanding Percentage” of our Loan Commitment.

     

    Set
      forth beneath
      our signature are the location of our Applicable Lending Office(s) and our
      address for notices under the Loan Agreement.

     

    Kindly
      indicate
      your agreement with the foregoing by your execution below.

     

    
      	 	
              Very
                truly
                yours,

               

            
	 	
              [NEW
                BANK]

               

            
	 	
              By                                                                  

            
	 	
              Name:

            
	 	
              Title:

               

            
	 	
              Address
                for
                notices:

               

            
	 	
              Applicable
                Lending Office:

               

            
	
              Agreement
                acknowledged this

            	 
	
              ___
                day of
                ______________, 200__.

               

            	 
	
              DOLPHIN
                MALL
                ASSOCIATES LLC

               

               

            	 
	
              By                                                                

            	 
	
              Name:

            	 
	
              Title:

               

            	 
	
              FAIRLANE
                TOWN
                CENTER LLC

               

               

            	 
	
              By                                                                

            	 
	
              Name:

            	 
	
              Title:

               

            	 
	
              TWELVE
                OAKS
                MALL LLC

               

            	 
	
              By                                                                

            	 
	
              Name:

            	 
	
              Title:

               

            	 
	
              Agreement
                acknowledged this

            	 
	
              ___
                day of
                ______________, 200__.

               

            	 
	
              EUROHYPO
                AG,
                NEW YORK BRANCH, as Administrative Agent

               

            	 
	
              By                                                                

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              By                                                                

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 


    

    



    
      
              

                       
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    


     

    INSURANCE
      REQUIREMENTS

     

    


     

    


     

    


     

    
      	
              I.  

            	
              Insurance
                Policies.

            


    

     

    (a)  Each
      Borrower shall
      obtain and maintain, or cause to be maintained, insurance for such Borrower
      and
      the Mortgaged Property providing at least the following coverages:

     

    (i)  comprehensive
      -
“All Risk” insurance, on the Improvements and the personal property owned by
      Borrower at the Mortgaged Property (A) in an amount equal to one hundred percent
      (100%) of the “Full Replacement Cost,” which for purposes of this Agreement
      shall mean actual replacement value (exclusive of costs of excavations,
      foundations, underground utilities and footings) with a waiver of depreciation;
      (B) containing an agreed amount endorsement with respect to the Improvements
      and
      such personal property at the Mortgaged Property waiving all co-insurance
      provisions; (C) providing for no deductible in excess of – Two Hundred Fifty
      Thousand and No/100 Dollars ($250,000) for all such insurance coverage; and
      (D)
      containing an “Ordinance or Law Coverage” or “Enforcement” endorsement if any of
      the Improvements or the use of the Mortgaged Property shall at any time
      constitute legal non-conforming structures or uses.  In addition,
      Borrower shall also insure costs of demolition and increased cost of
      construction (which insurance may have a sublimit of $5,000,000). The insurance
      policy shall be endorsed to also provide guaranteed building replacement cost
      to
      the building in an amount to be subject to the consent of the Administrative
      Agent, which consent shall not be unreasonably withheld.  (y) if any
      portion of the Improvements is currently or at any time in the future located
      in
      a federally designated “special flood hazard area”, flood hazard insurance in an
      amount equal to the lesser of (1) the outstanding principal balance of the
      Notes
      or (2) the maximum amount of such insurance available under the National Flood
      Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National
      Flood Insurance Reform Act of 1994, as each may be amended or such greater
      amount as Administrative Agent shall require; and (z) earthquake insurance
      in
      amounts and in form and substance satisfactory to Administrative Agent in the
      event the Mortgaged Property is located in an area with a high degree of seismic
      activity, provided that the insurance pursuant to clauses (y) and (z) hereof
      shall be on terms consistent with the comprehensive all risk insurance policy
      required under this subsection (i).

     

    (ii)  The
      commercial
      property and business income insurance required under subsections a(i) above
      and
      (iv) below shall cover perils of terrorism and acts of terrorism and Borrower
      shall maintain commercial property and business income insurance for loss
      resulting from perils and acts of terrorism on terms (including amounts)
      consistent with those required under section a(i) above and (iv) below at all
      times during the term of the Loan; provided, however, notwithstanding the
      foregoing, (A) Borrower may maintain such coverage through a blanket policy
      for
      terrorism insurance with a Required Deductible not in excess of Two Hundred
      Fifty Thousand Dollars ($250,000) (the “Required Terrorism Deductible”) or such
      higher deductible if Borrower provides Administrative Agent a Letter of Credit
      in an amount equal to the difference between the actual deductible and the
      Required Terrorism Deductible, which Letter of Credit may be drawn upon by
      Administrative Agent upon the occurrence of a Casualty to pay such amount that
      would have been paid by the issuer of the Policies if the Required Terrorism
      Deductible had been maintained or (B) Borrower may maintain such coverage
      through a separate policy in an amount equal to the lesser of (i) the Full
      Replacement Cost and (2) the Agreed Minimum Replacement Value; provided, however
      that Borrower shall not be required to spend more than an amount equal to the
      Terrorism Cap.  The “Agreed Minimum Replacement Value”, which includes
      amounts for rent and business interruption, shall mean One Hundred Five Million
      Seven Hundred Five Thousand Dollars ($105,705,000) with respect to Fairlane,
      One
      Hundred Thirteen Million Seven Hundred Thousand Dollars ($113,700,000) with
      respect to Twelve Oaks, One Hundred Fifty-Six Million Two Hundred Three Thousand
      Eight Hundred Thirty-Eight Dollars ($156,203,838) with respect to Dolphin and
      a
      similarly established (and reasonable) replacement value for any additional
      Property.  The “Terrorism Cap” shall mean 0.1607% of the Agreed
      Minimum Replacement Value of each Property.

     

    (iii)  commercial
      general
      liability insurance against claims for personal injury, bodily injury, death
      or
      property damage occurring upon, in or about the Mortgaged Property, such
      insurance (A) to be on the so-called “occurrence” form with an occurrence limit
      of not less than One Million and No/100 Dollars ($1,000,000.00) and an aggregate
      limit of not less than Two Million and No/100 Dollars ($2,000,000.00); (B)
      to
      continue at not less than the aforesaid limit until reasonably required to
      be
      changed by Administrative Agent by reason of changed economic conditions making
      such protection inadequate; and (C) to cover at least the following hazards:
      (1)
      premises and operations; (2) products and completed operations on an “if any”
basis; (3) independent contractors; (4) blanket contractual liability for all
      legal contracts;  (5) contractual liability covering the indemnities
      contained in the Mortgage to the extent the same is available and (6) providing
      for no self insured retention of greater then $150,000.

     

    (iv)  business
      income
      insurance (A) with loss payable to Administrative Agent (for the benefit of
      the
      Banks); (B) covering all risks required to be covered by the insurance provided
      for in subsection (i) above for a period commencing at the time of loss for
      such
      length of time as it takes to repair or replace with the exercise of due
      diligence and dispatch; (C) containing an extended period of indemnity
      endorsement which provides that after the physical loss to the Improvements
      and
      personal property, fixtures and equipment has been repaired, the continued
      loss
      of income will be insured until such income either returns to the same level
      it
      was at prior to the loss, or the expiration of twelve (12) months from the
      date
      that the Mortgaged Property is repaired or replaced and operations are resumed,
      whichever first occurs, and notwithstanding that the policy may expire prior
      to
      the end of such period; and (D) in an amount equal to one hundred percent (100%)
      of the Mortgaged Property gross income from the Mortgaged Property for a period
      from the date of loss to a date (assuming total destruction) which is six (6)
      months from the date that the Mortgaged Property is repaired or replaced and
      operations are resumed.  The amount of such business income insurance
      shall be determined prior to the date hereof and at least once each year
      thereafter based on Borrower’s reasonable estimate of the gross income from the
      Mortgaged Property for the succeeding  twelve (12) month
      period.  All proceeds payable to Administrative Agent pursuant to this
      subsection shall be held by Administrative Agent and shall be applied to the
      obligations secured by the Loan Documents from time to time due and payable
      hereunder and under the Notes; provided, however, that nothing herein contained
      shall be deemed to relieve Borrower of its obligations to pay the obligations
      secured by the Loan Documents on the respective dates of payment provided for
      in
      the Note and the other Loan Documents except to the extent such amounts are
      actually paid out of the proceeds of such business income
      insurance.  Notwithstanding the foregoing, so long as no Event of
      Default exists, Borrower may use such business interruption proceeds for
      operating expenses and interest on the Loan;

     

    (v)  at
      all times during
      which structural construction, repairs or alterations are being made with
      respect to the Improvements, and only if the “All Risk” coverage form does not
      otherwise apply, (A) owner’s contingent or protective liability insurance
      covering claims not covered by or under the terms or provisions of the above
      mentioned commercial general liability insurance policy; and (B) the insurance
      provided for in subsection (i) above written in a so-called builder’s risk all
      risk completed value form or its equivalent(1) on a non-reporting basis, (2)
      against all risks insured against pursuant to subsection (i) above, (3)
      including permission to occupy the Mortgaged Property, and (4) with an agreed
      amount endorsement waiving co-insurance provisions. Such insurance policy shall
      include coverage for:

     

    (a)           loss
      suffered with respect to materials, equipment, machinery, and supplies whether
      on-site, in transit, or stored off-site and with respect to temporary
      structures, hoists, sidewalks, retaining walls, and underground
      property;

     

    (b)           soft
      costs, plans and specifications, blueprints and models in connection with any
      restoration following a casualty;

     

    (c)           demolition
      and increased cost of construction, including, without limitation, increased
      costs arising out of changes in applicable laws and codes;

     

    (d)           debris
      removal (which insurance under clause (c) and (d) may contain a sublimit of
      $5,000,000);

     

    (e)           rental
      and/or business income on an actual loss sustained basis with delay of opening
      rents for a period of 24 months.

     

    Such
      Policy shall
      name the Administrative Agent under a non-contributing New York type of standard
      mortgagee clause or an equivalent endorsement satisfactory to the Administrative
      Agent and as “Loss Payee” as respects rental/business income
      insurance.  If the insurance required is not obtained by blanket
      insurance policies, the insurance policy shall be endorsed to also provide
      guaranteed building replacement cost to the building and such tenant
      improvements in an amount to be subject to the consent shall not be unreasonably
      withheld.

     

    (vi)  workers’
      compensation, subject to the statutory limits of the state in which the
      Mortgaged Property is located, and employer’s liability insurance with a limit
      of at least One Million and No/100 Dollars ($1,000,000.00) per accident and
      per
      disease per employee, and One Million and No/100 Dollars ($1,000,000.00) for
      disease aggregate in respect of any work or operations on or about the Mortgaged
      Property, or in connection with the Mortgaged Property or its operation (if
      applicable);

     

    (vii)  comprehensive
      boiler and machinery insurance, if applicable, covering all mechanical and
      electrical equipment against physical damage, rent loss and improvements loss
      in
      amounts as shall be reasonably required by Administrative Agent on terms
      consistent with the commercial property insurance policy required under
      subsection (i) above;

     

    (viii)  umbrella
      liability
      insurance in addition to primary coverage in an amount not less than Fifty
      Million and No/100 Dollars ($50,000,000.00) per occurrence on terms consistent
      with the commercial general liability insurance policy required under subsection
      (ii) above and (viii) below;

     

    (ix)  motor
      vehicle
      liability coverage for all owned and non-owned vehicles, including rented and
      leased vehicles containing minimum limits per occurrence of One Million and
      No/100 Dollars ($1,000,000.00);

     

    (x)  so-called
      “dramshop” insurance or other liability insurance required in connection with
      the sale of alcoholic beverages;

     

    (xi)  insurance
      against
      employee dishonesty in an amount not less than one (1) month of Gross Income
      From Operations from the Mortgaged Property and with a deductible not greater
      than One Hundred Thousand and No/100 Dollars ($100,000.00); and

     

    (xii)  upon
      sixty (60)
      days’ notice, such other reasonable insurance and in such reasonable amounts as
      Administrative Agent from time to time may reasonably request against such
      other
      insurable hazards which at the time are commonly insured against for property
      similar to the Mortgaged Property located in or around the region in which
      the
      Mortgaged Property is located.

     

    (b)  All
      insurance
      provided for in Paragraph I(a) of this Exhibit  shall be obtained under
      valid and enforceable policies (collectively, the “Policies” or in the singular,
      the “Policy”) and, to the extent not specified above, shall be subject to the
      approval of Administrative Agent as to deductibles, loss payees and insureds,
      such approval not to be unreasonably withheld or delayed.  Not less
      than fifteen (15) days prior to the expiration dates of the Policies theretofore
      furnished to Administrative Agent, certificates of insurance evidencing the
      Policies accompanied by evidence satisfactory to Administrative Agent of payment
      of the premiums then due thereunder (the “Insurance Premiums”), shall be
      delivered by the applicable Borrower to Administrative Agent.

     

    (c)  Any
      blanket
      insurance Policy shall specifically allocate to the Mortgaged Property the
      amount of coverage from time to time required hereunder and shall otherwise
      provide the same protection as would a separate Policy insuring only the
      Mortgaged Property in compliance with the provisions of Paragraph I(a) of this
      Exhibit .

     

    (d)  Such
      other types
      and amounts of insurance with respect to Borrower, the Premises, and
      Improvements and the operations thereof that are commonly maintained by prudent
      property owners of other property and buildings similar to the premises in
      nature, use, location, location, height, and type of construction, as may from
      time to time be reasonably required by the Administrative Agent.

     

    (e)  All
      Policies of
      insurance provided for or contemplated by Paragraph I(a) of this Exhibit, shall
      be primary coverage and, except for the Policy referenced in Paragraph I(a)(vi)
      of this Exhibit, shall name the applicable Borrower as the insured and
      Administrative Agent (for the benefit of the Banks) and its successors and/or
      assigns as the additional insured, as its interests may appear, and in the
      case
      of property damage, boiler and machinery, flood, earthquake and terrorism
      insurance, shall contain a so-called New York standard non-contributing
      mortgagee clause in favor of Administrative Agent, for the benefit of the Banks,
      providing that the loss thereunder shall be payable to Administrative
      Agent.  No Borrower shall procure or permit any of its constituent
      entities to procure any other insurance coverage which would be on the same
      level of payment as the Policies or would adversely impact in any way the
      ability of Administrative Agent or the applicable Borrower to collect any
      proceeds under any of the Policies.  The policy and certificates of
      insurance must exactly state the following:

     

    Eurohypo
      AG, New
      York Branch, its successors and assigns, 1114 Avenue of the Americas,
      29th  Floor, New York, NY 10036

     

    
      	
              ·  

            	
              Administrative
                Agent (for the benefit of the Banks) must be named first Mortgagee
                with
                respect to the building

            


    

     

    
      	
              ·  

            	
              Loss
                payee
                with respect to loss of rents or business income loss and extended
                period
                of indemnity

            


    

     

    
      	
              ·  

            	
              Additional
                insured with respect to general liability (primary and
                excess)

            


    

     

    (f)  All
      Policies of
      insurance provided for in Paragraph I(a) of this Exhibit , except for the
      Policies referenced in Paragraph I(a)(v) and (a)(viii) of this
      Exhibit shall contain clauses or endorsements to the effect
      that:

     

    (i)  no
      act or
      negligence of a Borrower, or anyone acting for a Borrower, or of any tenant
      or
      other occupant, or failure to comply with the provisions of any Policy, which
      might otherwise result in a forfeiture of the insurance or any part thereof,
      shall in any way affect the validity or enforceability of the insurance insofar
      as Administrative Agent is concerned;

     

    (ii)  the
      Policy shall
      not be canceled or permitted to lapse without at least thirty (30) days’ written
      notice to Administrative Agent and any other party named therein as an
      additional insured and, shall not be materially changed (other than to increase
      the coverage provided thereby) without such a thirty (30) day notice;
      and

     

    (iii)  neither
      Administrative Agent nor the Banks shall be liable for any Insurance Premiums
      thereon or subject to any assessments thereunder.

     

    (g)  If
      at any time
      Administrative Agent is not in receipt of written evidence that all insurance
      required hereunder is in full force and effect, Administrative Agent, on behalf
      of the Banks, shall have the right, upon prior notice to Borrowers and a
      reasonable opportunity to cure (unless such insurance has expired or is about
      to
      expire, in which case Administrative Agent, on behalf of the Banks, shall have
      the right, without notice to Borrowers or opportunity to cure), to take such
      action as Administrative Agent deems necessary to protect its interest in the
      Mortgaged Property, including, without limitation, the obtaining of such
      insurance coverage as Administrative Agent in its sole discretion deems
      appropriate and all premiums incurred by Administrative Agent in connection
      with
      such action or in obtaining such insurance and keeping it in effect shall be
      paid by the applicable Borrower to Administrative Agent upon demand and until
      paid shall be secured by the Mortgage and shall bear interest at the Default
      Rate.

     

    (h)  In
      the event of
      foreclosure of the Mortgage or other transfer of title to the Mortgaged Property
      in extinguishment in whole or in part of the indebtedness evidenced by the
      Notes, all right, title and interest of any Borrower in and to the Policies
      that
      are not blanket Policies then in force concerning the Mortgaged Property and
      all
      proceeds payable thereunder shall thereupon vest in the purchaser at such
      foreclosure or Administrative Agent or other transferee in the event of such
      other transfer of title.

     

    
      	
              II.  

            	
              Insurance
                Company.

            


    

     

    The
      Policies shall
      be issued by financially sound and responsible insurance companies authorized
      to
      do business in the state in which the Mortgaged Property is located and having
      a
      current A.M. Best rating of A:X or greater.

     


    
      
              

                       
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

     

    DOLPHIN
      RESIDUAL
      PARCELS

     

    PARCEL
      2 –
LEGAL DESCRIPTION

    


    A
      PARCEL OF LAND LYING IN THE WEST THREE-FIFTHS (3/5) OF SECTION 31, TOWNSHIP
      53
      SOUTH, RANGE 40 EAST, MIAMI-DADE COUNTY, FLORIDA.  SAID PARCEL ALSO
      BEING A PORTION OF TRACTS ‘A’ AND ‘B’ OF ‘DOLPHIN MALL’, ACCORDING TO THE PLAT
      THEREOF, AS RECORDED IN PLAT BOOK 156, PAGE 82, OF THE PUBLIC RECORDS OF
      MIAMI-DADE COUNTY, FLORIDA AND BEING MORE PARTICULARLY DESCRIBED AS
      FOLLOWS:

    


    COMMENCE
      AT THE
      NORTHEAST CORNER OF SAID TRACT ‘B’;

    


    THENCE
      S01°43’40”E
      ALONG THE EAST LINE OF SAID TRACT ‘B’, A DISTANCE OF 359.65 FEET;

    


    THENCE
      S88°16’20”W,
      A DISTANCE OF 450.13 FEET TO THE POINT OF BEGINNING TO A POINT OF A NON-TANGENT
      CURVE CONCAVE TO THE NORTHEAST, ITS CENTER BEARING S18°02’21”W TO THE RADIAL
      POINT;

    


    THENCE
      SOUTHEASTERLY, ALONG THE ARC OF SAID CURVE, TO THE LEFT, HAVING A CENTRAL ANGLE
      OF 15°47’32” AND A RADIUS OF 1190.00 FEET FOR AN ARC DISTANCE OF 327.99 FEET TO
      A POINT ON A TANGENT LINE;

    


    THENCE
      S33°49’40”E,
      A DISTANCE OF 124.93 FEET TO A POINT ON THE ARC OF A TANGENT CURVE;

    


    THENCE
      SOUTHEASTERLY ALONG SAID CURVE, TO THE RIGHT, HAVING A CENTRAL ANGLE OF
      32°06’00” AND A RADIUS OF 1110.00 FEET FOR AN ARC DISTANCE OF 621.88 FEET TO A
      POINT ON A TANGENT LINE;

    


    THENCE
      S01°43’40”E,
      A DISTANCE OF 175.21 FEET;

    


    THENCE
      S89°33’58”W,
      A DISTANCE OF 25.01 FEET;

    


    THENCE
      S01°43’40”E,
      A DISTANCE OF 25.01 FEET;

    


    THENCE
      S89°33’58”W,
      A DISTANCE OF 226.08 FEET;

    


    THENCE
      N00°26’02”W,
      A DISTANCE OF 15.00 FEET;

    


    THENCE
      N81°48’49”W,
      A DISTANCE OF 15.00 FEET;

    


    THENCE
      N08°11’11”E,
      A DISTANCE OF 551.00 FEET TO A POINT ON THE ARC OF A TANGENT CURVE;

    


    THENCE
      NORTHEASTERLY, NORTHERLY, AND NORTHWESTERLY ALONG SAID CURVE, TO THE LEFT,
      HAVING A CENTRAL ANGLE OF 54°53’31” AND A RADIUS OF 310.00 FEET FOR AN ARC
      DISTANCE OF 296.99 FEET TO A POINT OF A REVERSE CURVE;

    


    THENCE
      NORTHWESTERLY ALONG SAID CURVE, TO THE RIGHT, HAVING A CENTRAL ANGLE OF
      13°48’39” AND A RADIUS OF 690.00 FEET FOR AN ARC

    DISTANCE
      OF 166.32
      FEET TO A POINT ON THE ARC OF A TANGENT CURVE;

    


    THENCE
      NORTHWESTERLY, NORTHERLY, AND NORTHEASTERLY ALONG SAID CURVE, TO THE RIGHT,
      HAVING A CENTRAL ANGLE OF 106°50’54” AND A RADIUS OF 40.00 FEET FOR AN ARC
      DISTANCE OF 74.59 FEET TO A POINT ON THE ARC OF A COMPOUND CURVE;

    


    THENCE
      EASTERLY
      ALONG SAID CURVE, TO THE RIGHT, HAVING A CENTRAL ANGLE OF 19°59’01” AND A RADIUS
      OF 316.00 FEET FOR AN ARC DISTANCE OF 110.21 FEET TO A POINT ON A NON-TANGENT
      LINE, ITS CENTER BEARING N03°56’14”E FROM THE RADIAL POINT;

    


    THENCE
      S17°23’57”E,
      A DISTANCE OF 27.02 FEET;

    


    THENCE
      N71°57’50”E,
      A DISTANCE OF 25.01 FEET TO THE POINT OF BEGINNING;

    SAID
      LAND
      CONTAINING 4.15 ACRES, MORE OR LESS.

    


    



    
      
              

                     
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    PARCEL
      3 –
LEGAL DESCRIPTION

    


    A
      PARCEL OF LAND LYING IN THE WEST THREE-FIFTHS (3/5) OF SECTION 31, TOWNSHIP
      53
      SOUTH, RANGE 40 EAST, MIAMI-DADE COUNTY, FLORIDA.  SAID PARCEL ALSO
      BEING A PORTION OF TRACT ‘A’, OF ‘DOLPHIN MALL’, ACCORDING TO THE PLAT THEREOF,
      AS RECORDED IN PLAT BOOK 156, PAGE 82, OF THE PUBLIC RECORDS OF MIAMI-DADE
      COUNTY, FLORIDA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

    


    BEGIN
      AT THE
      NORTHEAST CORNER OF TRACT ‘E’;

    


    THENCE
      N89°42’11”W,
      A DISTANCE OF 317.55 FEET TO A POINT ON THE ARC OF NON-TANGENT CURVE CONCAVE
      TO
      THE WEST, ITS CENTER BEARING S74°56’21”E FROM THE RADIUS POINT;

    


    THENCE
      NORTHERLY,
      ALONG THE ARC OF SAID CURVE, HAVING A CENTRAL ANGLE OF 15°55’35” AND A RADIUS OF
      566.16 FEET FOR AN ARC DISTANCE OF 157.37 FEET TO A POINT OF REVERSE CURVATURE
      OF A TANGENT CURVE CONCAVE TO THE SOUTHEAST;

    


    THENCE
      NORTHERLY,
      NORTHEASTERLY, AND EASTERLY ALONG THE ARC OF SAID CURVE, TO THE RIGHT, HAVING
      A
      CENTRAL ANGLE OF 90°43’11” AND A RADIUS OF 25.00 FEET FOR AN ARC DISTANCE OF
      39.58 FEET TO A POINT OF TANGENCY;

    


    THENCE
      N89°33’58”E,
      A DISTANCE OF 226.70 FEET TO A POINT OF CURVATURE OF A TANGENT CURVE, CONCAVE
      TO
      THE SOUTHWEST;

    


    THENCE
      EASTERLY,
      SOUTHEASTERLY, AND SOUTHERLY ALONG SAID CURVE, TO THE RIGHT, HAVING A CENTRAL
      ANGLE OF 85°22’31” AND A RADIUS OF 25.00 FEET FOR AN ARC DISTANCE OF 37.25 FEET
      TO A POINT OF REVERSE CURVATURE OF A TANGENT CURVE CONCAVE TO THE
      EAST;

    


    THENCE
      SOUTHERLY
      ALONG THE ARC OF SAID CURVE, TO THE LEFT, HAVING A CENTRAL ANGLE OF 3°54’25” AND
      A RADIUS OF 1190.00 FEET FOR AN ARC DISTANCE OF 81.14 FEET TO A POINT OF
      TANGENCY;

    


    THENCE
      S08°53’55”E,
      A DISTANCE OF 79.29 FEET TO THE POINT OF BEGINNING;

    


    SAID
      LANDS
      CONTAINING 1.20 ACRES, MORE OR LESS.

    



    
      
              

                     
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    PARCEL
      5 –
LEGAL DESCRIPTION

    


    A
      parcel of land lying in the West three-fifths (3/5) of Section 31, Township
      53
      South, Range 40 East, Miami-Dade County, Florida.  Said parcel also
      being a portion of Tracts ‘A’ and ‘B’ of ‘Dolphin Mall’, according to the plat
      thereof, as recorded in plat book 156, page 82, of the public records of
      Miami-Dade County, Florida and being more particularly described as
      follows:

    


    Commence
      at the
      Northeast corner of said Tract ‘B’;

    


    THENCE
      S01°43’40”W
      along the East line of said Tract ‘B’, a distance of 1552.32 feet;

    


    THENCE
      S88°16’20”W,
      a distance of 1434.16 feet to the POINT OF BEGINNING;

    


    THENCE
      S89°59’34”W,
      a distance of 7.07 feet to a point of curvature of a non-tangent curve concave
      to the West, its center bearing N72°41’36”E to the radial point;

    


    THENCE
      Southwesterly along the arc of said curve, to the right, having a central angle
      of 53°24’17” and a radius of 69.65 feet for an arc distance of 64.92 feet to a
      point of curvature of a tangent compound curve concave to the
      Northwest;

    


    THENCE
      Southwesterly, Westerly, and Northwesterly, along said curve, to the right,
      having a central angle of 93°23’29” and a radius of 213.88 feet for an arc
      distance of 348.63 feet to a point on a tangent line;

    


    THENCE
      N47°05’22”W,
      a distance of 13.01 feet;

    


    THENCE
      N24°44’17”E,
      a distance of 272.27 feet;

    


    THENCE
      S34°12’05”E,
      a distance of 118.42 feet;

    


    THENCE
      S84°05’58”E,
      a distance of 85.58 feet to a point of curvature of a tangent curve concave
      to
      the Southwest;

    


    THENCE
      Easterly and
      Southeasterly along said curve, to the right, having a central angle of
      66°29’02” and a radius of 83.56 feet for an arc distance of 96.96 feet to the
      POINT OF BEGINNING;

    


    Said
      lands
      containing 1.39 acres, more or less.

    


    



    
      
              

                       
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    PARCEL
      6 –
LEGAL DESCRIPTION

    


    A
      PARCEL OF LAND LYING IN THE WEST THREE-FIFTHS (3/5) OF SECTION 31, TOWNSHIP
      53
      SOUTH, RANGE 40 EAST, MIAMI-DADE COUNTY, FLORIDA.  SAID PARCEL LYING
      SOUTH OF A LINE FORMED AT RIGHT ANGLES FROM THE INTERSECTION OF A LINE 285.00
      FEET NORTH OF AND PARALLEL WITH THE NORTH LINE OF THE SOUTH ONE-HALF (1/2)
      OF
      SAID SECTION 31 AND THE EAST LINE OF SAID WEST THREE-FIFTHS (3/5) OF SAID
      SECTION 31, LYING EAST OF THE EASTERLY RIGHT-OF-WAY LINE OF N.W. 112TH AVENUE,
      LYING NORTH OF THE NORTHERLY RIGHT-OF-WAY LINE OF N.W. 17TH STREET, AND LYING
      WEST OF SAID EAST LINE OF SAID WEST THREE-FIFTHS (3/5) OF SAID SECTION 31,
      BEING
      MORE PARTICULARLY DESCRIBED AS FOLLOWS:

    


    COMMENCE
      AT SAID
      INTERSECTION ON SAID EAST LINE OF SAID WEST THREE-FIFTHS (3/5) OF SAID SECTION
      31 AND SAID LINE 285.00 FEET NORTH OF AND PARALLEL WITH THE NORTH LINE OF SAID
      SOUTH HALF (1/2) OF SAID SECTION 31;

    


    THENCE
      S01°43’ 40”E
      ALONG SAID EAST LINE A DISTANCE OF 1451.23 FEET;

    


    THENCE
      S88°16’ 20”W
      A DISTANCE OF 2161.12 FEET TO A POINT OF CURVATURE OF A NON-TANGENT CURVE
      CONCAVE TO THE SOUTH, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT HAVING
      A
      BEARING OF N12°00’ 09”E, SAID POINT ALSO BEING THE POINT OF
      BEGINNING;

    


    THENCE
      SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, TO THE LEFT, HAVING A CENTRAL ANGLE
      OF 11°43’23” AND A RADIUS OF 160.00 FEET FOR AN ARC DISTANCE OF 32.74 FEET TO A
      POINT OF TANGENCY;

    


    THENCE
      S83°09’ 20”W
      A DISTANCE OF 118.90 FEET TO A POINT ON THE ARC OF A TANGENT CURVE CONCAVE
      TO
      THE NORTHWEST;

    


    THENCE
      SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, TO THE RIGHT, HAVING A CENTRAL ANGLE
      OF 08°12’51” AND A RADIUS OF 770.00 FEET FOR AN ARC DISTANCE OF 110.39 FEET TO A
      POINT OF TANGENCY;

    


    THENCE
      N88°37’ 49”W
      A DISTANCE OF 102.06 FEET TO A POINT ON THE ARC OF A TANGENT CURVE CONCAVE
      TO
      THE NORTHEAST;

    


    THENCE
      WESTERLY,
      NORTHWESTERLY, AND NORTHERLY ALONG THE ARC OF SAID CURVE, TO THE RIGHT, HAVING
      A
      CENTRAL ANGLE OF 96°30’06” AND A RADIUS OF 25.00 FEET FOR AN ARC DISTANCE OF
      42.11 FEET TO A POINT OF REVERSE CURVATURE OF A TANGENT CURVE CONCAVE TO THE
      WEST;

    


    THENCE
      NORTHWESTERLY ALONG THE ARC OF SAID CURVE, TO THE RIGHT, HAVING A CENTRAL ANGLE
      OF 23°44’56” AND A RADIUS OF 258.00 FEET FOR AN ARC DISTANCE OF 106.94 FEET TO A
      POINT OF REVERSE CURVATURE OF A NON-TANGENT CURVE CONCAVE TO THE SOUTHEAST,
      A
      RADIAL LINE OF SAID CURVE THROUGH SAID POINT HAVING A BEARING N75°00’
31”W;

    


    THENCE
      NORTHEASTERLY ALONG THE ARC OF SAID CURVE, TO THE RIGHT, HAVING A CENTRAL ANGLE
      OF 52°14’52” AND A RADIUS OF 18.00 FEET FOR AN ARC DISTANCE OF 16.41 FEET TO A
      POINT OF TANGENCY;

    


    THENCE
      N67°14’ 21”E
      A DISTANCE OF 84.25 FEET;

    


    THENCE
      S84°02’ 05”E
      A DISTANCE OF 274.83 FEET TO A POINT ON THE ARC OF A TANGENT CURVE CONCAVE
      TO
      THE NORTHWEST;

    


    THENCE
      NORTHEASTERLY ALONG THE ARC OF SAID CURVE, TO THE LEFT, HAVING A CENTRAL ANGLE
      OF 32°32’28” AND A RADIUS OF 82.50 FEET FOR AN ARC DISTANCE OF 46.86 FEET TO A
      POINT ON A NON-TANGENT LINE, ITS CENTER BEARING S26°34’33”E TO THE RADIAL
      POINT;

    


    THENCE
      S05°02’ 10”W
      A DISTANCE OF 141.57 FEET TO THE POINT OF BEGINNING;

    SAID
      LANDS
      CONTAINING 2.16 ACRES MORE OR LESS.