form8k110107ex42.htm


    GUARANTY
      OF
      PAYMENT

     

    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

     

    and

     

    the
      other “Banks”,
      as such quoted

     

    term
      is defined in
      the “Agreement” defined below

     

    
      	
               

            	
              Re:

            	
              Second
                Amended and Restated Revolving Credit Loan (the “Loan”) from Eurohypo AG,
                New York Branch (“Eurohypo”) and the other “Banks” (as such quoted term is
                defined in the Agreement, as hereinafter defined) to Twelve Oaks
                Mall,
                LLC, Fairlane Town Center LLC, and Dolphin Mall Associates LLC
                (individually, a “Borrower”; collectively, the
                “Borrowers”)

            	 


    

     

    Dear
      Sir/Madam:

     

    The
      Taubman Realty
      Group Limited Partnership (“TRG”) entered into that certain Secured Revolving
      Credit Agreement dated as of October 13, 2004 with Eurohypo and the lenders
      set
      forth therein (the “Original Loan Agreement”) whereby the lenders under the
      Original Loan Agreement made that certain Revolving Credit Loan (the “Original
      Loan”) to TRG.

     

    In
      addition to
      other things, Twelve Oaks Mall, LLC and Fairlane Town Center LLC made that
      certain Guaranty of Payment (the “Original Guaranty”) to the Administrative
      Agent and the lenders under the Original Loan Agreement dated as of October
      13,
      2004.

     

    The
      Original Loan
      was refinanced (the “Amended Loan”) pursuant to an Amended and Restated Secured
      Revolving Credit Agreement dated August 9, 2006 (the “Amended Loan Agreement”)
      among Borrowers or their predecessors in interest (as Borrower), TRG, Eurohypo
      and the other lenders signatory thereto (as Banks) and Eurohypo (as
      Administrative Agent for the Banks; Eurohypo, in such capacity, together with
      its successors in such capacity, “Administrative Agent”).  As part of
      that refinancing, a restated Guaranty of Payment (“Restated Guaranty”) replaced
      and, to the extent applicable, continued the indebtedness under the Original
      Guaranty.

     

    The
      Amended Loan is
      being refinanced pursuant to that certain Second Amended and Restated Secured
      Revolving Credit Agreement of even date herewith (the “Agreement”) among
      Borrowers (as Borrower), TRG, Eurohypo and the other lenders signatory thereto
      (as Banks) and Administrative Agent.  This Guaranty of Payment (the
“Guaranty”) replaces and, to the extent applicable, continues the indebtedness
      under the Restated Guaranty.  All initially capitalized terms used and
      not defined herein shall have the meanings respectively ascribed to them in
      the
      Agreement.

     

    To
      induce the Banks
      to make the Loans (which Banks would not make but for this Guaranty of Payment),
      the undersigned (hereinafter, each of them individually “Guarantor” and
      collectively, “Guarantors”) hereby jointly and severally (except in the case of
      paragraphs 6 through 9 below which are made severally by each Guarantor)
      represents, warrants and covenants to the Banks and Administrative Agent as
      follows:

     

    1.  Authorization
      and Enforceability.  The Agreement, Notes, Mortgages and all other
      Loan Documents have been duly authorized and executed by the signatories thereto
      (other than the Banks and Administrative Agent) and are legal, valid and binding
      instruments, enforceable against such parties in accordance with their
      respective terms, subject, however, to the qualifications that (a) some of
      the
      rights and remedies set forth in the Mortgages may be limited by bankruptcy,
      insolvency, reorganization and other Laws of general application to the
      enforcement of creditors’ rights and (b) certain remedies and waivers contained
      in the Mortgages and other Loan Documents may be limited by applicable Laws
      of
      the respective jurisdictions in which the Properties are located, none of which
      qualifications will materially interfere with the practical realization of
      the
      benefits and security provided thereby except for the economic consequences
      of
      any procedural delay which may result therefrom.

     

    2.  Obligations
      Guaranteed.  Guarantors absolutely and unconditionally guarantee
      the prompt payment when due, whether at maturity or by acceleration or
      otherwise, of all of Borrowers’ indebtedness under the Notes, the Mortgages and
      the Agreement, together with interest on such obligations to the extent provided
      for in said documents, and all legal and other costs or expenses paid or
      incurred by or on behalf of the Banks or Administrative Agent in the enforcement
      thereof or hereof or of any Other Guaranty (as hereinafter defined), and further
      guarantee that the representations and warranties made by Borrowers (including,
      without limitation, those with respect to the Mortgagors and the Properties)
      and
      by Guarantors in the Loan Documents are true and correct as of the date
      hereof.  The current amount of the Total Loan Commitment is
      $550,000,000, but the amount of the Total Loan Commitment is subject to increase
      to up to $650,000,000 in accordance with the terms and conditions of the
      Agreement.  Each Guarantor hereby consents to such increase in the
      principal amount of the Loan up to $650,000,000 and agrees that this Guaranty
      of
      Payment shall cover said maximum principal obligation with no further consent
      of
      any Guarantor or amendment hereto being required (and Guarantors agree that
      any
      reference in this Guaranty to a Borrower or to Borrowers shall include each
      New
      Borrower [as defined in the Agreement]).  Each Guarantor acknowledges
      and agrees that this Guaranty is a continuing guaranty and that the agreements,
      guaranties and waivers made by Guarantors herein, and Guarantors’ obligations
      hereunder, are and shall at all times continue to be primary, absolute and
      unconditional.  Each Guarantor acknowledges that execution and
      delivery of this Guaranty of Payment is a condition precedent to the
      Loan.  Each Guarantor further agrees that if any Borrower shall fail
      to pay in full when due, whether at stated maturity, by acceleration or
      otherwise, any of the obligations guaranteed hereunder (and if any grace or
      cure
      period applicable to payment of such obligation shall have expired), Guarantors
      will upon demand pay the same.  The maximum liability of each Borrower
      which is a Guarantor hereunder shall be limited to the maximum permissible
      amount which would be valid and enforceable and would not render this Guaranty
      of Payment voidable as to such Guarantor as a fraudulent transfer or otherwise,
      under applicable federal and state bankruptcy, insolvency, fraudulent transfer
      and other similar creditors’ rights laws.

     

    3.  Liability
      Unimpaired.  Guarantors’ liability hereunder shall in no way be
      limited or impaired by, and each Guarantor hereby consents to and agrees to
      be
      bound by, any amendment or modification of the provisions of any of the Loan
      Documents (including any Loan Document executed after the date hereof) or any
      other instrument made to or with Administrative Agent or the Banks by
      Guarantors, Borrowers or any Person who succeeds any Borrower as owner of all
      or
      part of the Mortgaged Property under the Mortgage executed by it.  In
      addition, Guarantors’ liability hereunder shall in no way be limited or impaired
      by (i) any extensions of time for performance required by any of said documents,
      (ii) any sale, assignment or foreclosure of the Notes or Mortgages or any sale
      or transfer of all or part of the Mortgaged Property under any of the Mortgages,
      (iii) any exculpatory provision in any of said instruments limiting the Banks’
recourse to the Mortgaged Property under any or all of the Mortgages or to
      any
      other security, or limiting the Banks’ rights to a deficiency judgment against
      Borrowers, (iv) the release of a Borrower or any other Person from performance
      or observance of any of the agreements, covenants, terms or conditions contained
      in any of said instruments by operation of law or otherwise, (v) the release
      or
      substitution in whole or in part of any security for the Loan, (vi) the failure
      to record any of the Mortgages or file any UCC financing statements (or the
      improper recording or filing of any thereof) or to otherwise perfect, protect,
      secure or insure any security interest or lien given as security for the Loan,
      (vii) the invalidity, irregularity, unenforceability or uncollectibility, in
      whole or in part, of any of the Loan Documents, this Guaranty or any other
      instrument or agreement now or hereafter executed or delivered to Administrative
      Agent or the Banks in connection with the Loan, (viii) any proceedings,
      voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution,
      liquidation or reorganization of any Borrower or Guarantor or (ix) any other
      action or circumstance whatsoever which constitutes, or might be construed
      to
      constitute, a legal or equitable discharge or defense of any Borrower or
      Guarantor for their respective obligations under any of the Loan Documents
      or of
      Guarantors under this Guaranty; and, in any such case, whether with or without
      notice to Guarantors and with or without consideration.  Each
      Guarantor acknowledges that it is deriving substantial benefit from the making
      of the Loan and that, consequently, each Guarantor has received valuable
      consideration for the giving of this Guaranty and the granting of the
      Mortgages.

     

    4.  Indemnification;
      Payments; Certain Waivers.  Guarantors shall indemnify
      Administrative Agent and the Banks against loss, cost or expense caused by
      the
      assertion by Borrowers or Guarantors of any defense to their respective
      obligations under any of the Loan Documents, the assertion by Guarantors of
      any
      defense to its obligations hereunder or the assertion by the guarantor(s) under
      any Other Guaranty of any defense to its (or their) obligations thereunder,
      other than, in either such case, a successful defense as determined in an
      unappealable judgment of a court of competent jurisdiction.  Each
      Guarantor (i) waives any right or claim of right to cause a marshalling of
      any
      Borrower’s or any other Person’s assets or to cause the Banks or Administrative
      Agent to proceed against any of the security for the Loan or for the obligations
      guaranteed hereby before proceeding against such Guarantor or to proceed against
      such Guarantor and any other obligor under the Loan in any particular order,
      (ii) agrees that any payments required to be made by such Guarantor hereunder
      shall become due on demand in accordance with the terms of the Notes and
      Agreement immediately upon the happening of any Event of Default and without
      presentment to Borrowers, demand for payment or protest, or notice of
      non-payment or protest and (iii) expressly waives and relinquishes all rights
      and remedies accorded by applicable Law to guarantors.  Without
      limiting the generality of the foregoing, until such time as all sums owing
      to
      the Banks and Administrative Agent in respect of the Loan have been repaid
      in
      full, each Guarantor hereby waives all rights (x) of subrogation, (y) to
      participate in any claim or remedy the Banks or Administrative Agent may now
      or
      hereafter have against Borrowers or any other Person or in any collateral which
      the Banks or Administrative Agent now have or hereafter may acquire for the
      obligations guaranteed hereby and (z) to contribution, indemnification, set-off,
      exoneration or reimbursement, whether from Borrowers, Guarantors, or any other
      Person now or hereafter primarily or secondarily liable for any of Borrowers’
obligations to the Banks, and whether arising by contract or operation of law
      or
      otherwise by reason of Guarantors’ execution, delivery or performance of this
      Guaranty.

     

    5.  Reinstatement.  This
      Guaranty shall continue to be effective, or be reinstated automatically, as
      the
      case may be, if at any time payment, in whole or in part, of any of the
      obligations guaranteed hereby is rescinded or otherwise must be restored or
      returned by Administrative Agent or the Banks (whether as a preference,
      fraudulent conveyance or otherwise) upon or in connection with the insolvency,
      bankruptcy, dissolution, liquidation or reorganization of any Borrower, any
      Guarantor or any other Person, or upon or as a result of the appointment of
      a
      receiver, intervenor or conservator of, or trustee or similar officer for,
      any
      Borrower, any Guarantor or any other Person or for a substantial part of a
      Borrower’s, Guarantor’s or any of such other Person’s property, as the case may
      be, or otherwise, all as though such payment had not been made.  Each
      Guarantor further agrees that in the event any such payment is rescinded or
      must
      be restored or returned, all costs and expenses (including, without limitation,
      legal fees and expenses) incurred by or on behalf of Administrative Agent or
      the
      Banks in defending or enforcing such continuance or reinstatement, as the case
      may be, shall constitute costs of enforcement, the payment of which is
      guaranteed by Guarantors pursuant to paragraph 2 above and covered by
      Guarantors’ indemnity pursuant to paragraph 4 above.

     

    6.  Formation
      and
      Existence; Power and Authority.  Each Guarantor is a partnership
      or limited liability company duly organized, validly existing and in good
      standing under the Laws of the state of its formation and has full power and
      authority to execute, deliver and perform this Guaranty and any Loan Document
      to
      which it is a party.  Each Guarantor will preserve and maintain such
      legal existence and good standing.

     

    7.  Maintenance
      of
      Records; Inspection and Cooperation.  Each Guarantor shall keep
      adequate records and books of account, in which complete entries will be made
      in
      accordance with GAAP, reflecting all of its financial
      transactions.  At any reasonable time and from time to time upon
      reasonable notice, each Guarantor will permit Administrative Agent or any Bank
      or any agent or representative thereof (provided that a representative of any
      Bank must, at Guarantors’ request, be accompanied by a representative of
      Guarantors), to examine and make copies and abstracts from the records and
      books
      of account of, and visit the Property of each Guarantor and to discuss the
      affairs, finances and accounts of each Guarantor with the appropriate financial
      officer thereof and with its independent accountants.

     

    8.  Accuracy
      of
      Information; Full Disclosure.  To the best of Guarantors’
knowledge, neither this Guaranty nor any documents, financial statements,
      reports, notices, schedules, certificates, statements or other writings
      furnished by or on behalf of Borrowers or Guarantors to Administrative Agent
      or
      any Bank in connection with the negotiation of the Loan Documents or the
      consummation of the transactions contemplated thereby, or required herein or
      by
      the Loan Documents to be furnished by or on behalf of Borrowers or Guarantors,
      contains any untrue or misleading statement of a material fact or omits a
      material fact necessary to make the statements herein or in the Loan Documents
      not misleading; and, to the best of Guarantors’ knowledge, there is no fact
      which any Guarantor has not disclosed to Administrative Agent and the Banks
      in
      writing which materially affects adversely or, so far as Guarantors can now
      foresee, will materially affect adversely any of the Mortgaged Property under
      the Mortgage executed by it or the business affairs or financial condition
      of
      Borrowers or Guarantors, or the ability of Borrowers or Guarantors to perform
      this Guaranty and the other Loan Documents.

     

    9.  Financial
      Statements.  The most recent financial statements heretofore
      delivered by Guarantors to Administrative Agent or the Banks are true, correct
      and complete in all respects, have been prepared in accordance with GAAP and
      fairly present Guarantors’ financial condition as of the respective dates
      thereof; no material adverse change has occurred in the financial conditions
      reflected therein since the respective dates thereof.

     

    10.  Non-Waiver;
      Remedies Cumulative.  No failure or delay on Administrative
      Agent’s or the Banks’ part in exercising any right, power or privilege under any
      of the Loan Documents, this Guaranty or any other document made to or with
      the
      Banks or Administrative Agent in connection with the Loan shall operate as
      a
      waiver of any such privilege, power or right or shall be deemed to constitute
      Administrative Agent’s or the Banks’ acquiescence in any default by Borrower or
      Guarantors under any of said documents.  A waiver by the Banks or
      Administrative Agent of any right or remedy under any of the Loan Documents,
      this Guaranty or any other document made to or with the Banks or Administrative
      Agent in connection with the Loan on any one occasion shall not be construed
      as
      a bar to any right or remedy which the Banks or Administrative Agent otherwise
      would have on any future occasion.  The rights and remedies provided
      in said documents are cumulative, may be exercised singly or concurrently and
      are not exclusive of any rights or remedies provided by Law.

     

    11.  Liability
      Unaffected by Release.  Any Guarantor, or any other Person liable
      upon or in respect of any obligation hereby guaranteed, may be released without
      affecting the liability of any Guarantor not so released.

     

    12.  Transfers
      of
      Interests in Loan.  Guarantors recognize that the Banks may sell
      and transfer interests in the Loan to one or more Participants and/or Assignees
      as provided in the Agreement and that all documentation, financial statements,
      appraisals and other data, or copies thereof, relevant to Borrowers, Guarantors
      or the Loan, may be exhibited to and retained by any such Participant or
      Assignee or prospective Participant or Assignee, subject, however, to the
      confidentiality provisions set forth in the Agreement.

     

    13.  Separate
      Indemnity.  Guarantors acknowledge and agree that the Banks’ and
      Administrative Agent’s rights (and Guarantors’ obligations) under this Guaranty
      shall be in addition to all of the Banks’ and Administrative Agent’s rights (and
      all of Guarantors’ obligations) under any indemnity agreement (including the
      Indemnity) executed and delivered to the Banks and/or Administrative Agent
      in
      connection with the Loan, and payments by Guarantors under this Guaranty shall
      not reduce any of Guarantors’ obligations and liabilities under any such
      indemnity agreement.

     

    14.  Other
      Guaranty.  Guarantors acknowledge that, pursuant to Section 12.06
      of the Agreement, an additional guaranty or guaranties of payment may be
      executed in favor of the Banks in connection with the addition of Properties
      as
      security for the Loan subsequent to the date hereof (each such additional
      guaranty, an “Other Guaranty”).  Guarantors agree that Guarantors’
joint and several liability under this Guaranty shall be unaffected by any
      sums
      which the Banks may recover under or in respect of any Other Guaranty (other
      than by the amount the total indebtedness is reduced by any sums recovered
      under
      or in respect of any Other Guaranty), it being intended that Guarantors’
liability hereunder shall be determined as though this Guaranty were the only
      guaranty of payment of the Loan given to the Banks.

     

    15.  ADDITIONAL
      WAIVERS IN THE EVENT OF ENFORCEMENT.  EACH GUARANTOR HEREBY
      EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR
      PROCEEDING BROUGHT BY OR ON BEHALF OF THE BANKS ON THIS GUARANTY, ANY AND EVERY
      RIGHT GUARANTOR MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) A TRIAL BY JURY, (III)
      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
      AND
      (IV) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR
      PROCEEDING.  NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT
      GUARANTORS FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST THE BANKS
      WITH RESPECT TO ANY ASSERTED CLAIM.

     

    16.  Governing
      Law;
      Submission to Jurisdiction.  THIS GUARANTY AGREEMENT WAS
      NEGOTIATED IN PART IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTES
      SECURED HEREBY WERE DISBURSED IN PART 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 GUARANTY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER
      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, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW
      OF
      SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION,
      VALIDITY AND ENFORCEABILITY OF THIS GUARANTY AGREEMENT AND ALL OF THE
      OBLIGATIONS ARISING HEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR
      HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE
      LAW
      OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY AGREEMENT AND THE NOTE, AND
      THIS
      GUARANTY AGREEMENT AND THE NOTE 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.  Each Guarantor hereby
      irrevocably submits to the non-exclusive jurisdiction of any New York State
      or
      Federal court sitting in The City of New York over any suit, action or
      proceeding arising out of or relating to this Guaranty, and each Guarantor
      hereby agrees and consents that, in addition to any methods of service of
      process provided for under applicable Law, all service of process in any such
      suit, action or proceeding in any New York State or Federal court sitting in
      The
      City of New York may be made by certified or registered mail, return receipt
      requested, directed to each Guarantor at the address indicated below, and
      service so made shall be complete five (5) days after the same shall have been
      so mailed.

     

    17.  Severability.  Any
      provision of this Guaranty, or the application thereof to any Person or
      circumstance, which, for any reason, in whole or in part, is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions of this Guaranty (or the remaining portions of such
      provision) or the application thereof to any other Person or circumstance,
      and
      any such prohibition or unenforceability in any jurisdiction shall not
      invalidate or render unenforceable such provision (or portion thereof) or the
      application thereof to any Person or circumstance in any other
      jurisdiction.

     

    18.  Setoff.  Each
      Guarantor agrees that, in addition to (and without limitation of) any right
      of
      setoff, bankers’ lien or counterclaim any Bank may otherwise have, any Bank
      shall be entitled, at its option, to offset balances (general or special, time
      or demand, provisional or final) held by it for the account of each Guarantor
      at
      any of such Lender’s offices against any amount payable by each Guarantor to
      such Lender hereunder or under any Loan Document which is not paid when due
      (regardless of whether such balances are then due to either Guarantor), in
      which
      case it shall promptly notify each Guarantor and Administrative Agent thereof;
      provided that such Lender’s failure to give such notice shall not affect the
      validity thereof.  Payments by either Guarantor hereunder or under the
      Loan Documents shall be made without setoff or counterclaim.

     

    19.  Entire
      Agreement; Amendments.  This Guaranty contains the entire
      agreement of the parties with respect to the subject matter hereof and
      supersedes all prior oral or written agreements or statements relating to such
      subject matter, and none of the terms and provisions hereof may be waived,
      amended or terminated except in accordance with Section 12.02 of the
      Agreement.

     

    20.  Successors
      and
      Assigns.  This Guaranty shall be binding upon and shall inure to
      the benefit of the Banks and Administrative Agent and Guarantor and their
      respective heirs, personal representatives, successors and
      assigns.  This Guaranty may be assigned by  any Bank with
      respect to all or any portion of the obligations guaranteed hereby, and when
      so
      assigned each Guarantor shall be liable under this Guaranty to the assignee(s)
      of the portion(s) of the obligations guaranteed hereby so assigned without
      in
      any manner affecting the liability of either Guarantor hereunder to the
      assigning Bank with respect to any portion of the obligations guaranteed hereby
      retained by the assigning Bank, or to any other Bank.

     

    21.  Paragraph
      Headings.  Any paragraph headings and captions in this Guaranty
      are for convenience only and shall not affect the interpretation or construction
      hereof.

     

    22.  Counterparts.  This
      Guaranty may be executed in one or more counterparts, each of which shall be
      deemed an original.  Said counterparts shall constitute but one and
      the same instrument and shall be binding upon each Guarantor individually as
      fully and completely as if all had signed but one instrument so that the joint
      and several liability of each Guarantor under this Guaranty shall be unaffected
      by the failure of any other Guarantor to execute any or all of said
      counterparts.

     

    23.  Non-Recourse.  Notwithstanding
      anything to the contrary contained in this Guaranty or any Loan Documents or
      Relevant Documents, pursuant to Section 11.02 of the Agreement, which is fully
      incorporated by reference herein, no recourse shall be had under or upon any
      obligation under this Guaranty against any of the constituent partners of TRG
      or
      their successors or assigns.

     


    
      
              

                       
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              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     /s/
                Steven E.
                Eder                                                 

            
	 	 	
              Name:            Steven
                E. Eder

            
	 	 	
              Title:               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     /s/
                Steven E.
                Eder                                                                                                 

            
	 	 	
              Name:                   Steven
                E. Eder

            
	 	 	
              Title:                      Authorized
                Signatory

            
	 	 
	 	
              THE
                TAUBMAN REALTY GROUP LIMITED

            
	 	
              PARTNERSHIP,
                a Delaware limited partnership

            
	 	 
	 	
              By:         /s/
                Steven E.
                Eder                                                                                                                

            
	 	
              Name:                      Steven
                E. Eder

              Title:                      Authorized
                Signatory

            
	 	 
	 	 
	 	 
	 	
              Address
                of
                Guarantor:

            
	 	
              c/o
                The
                Taubman Company LLC

              200
                East Long
                Lake Road - Suite 300

              Bloomfield
                Hills, Michigan 48304

              Attention:  Steven
                E. Eder

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      is to certify
      that this Guaranty was executed in my presence on the date hereof by the parties
      whose signatures appear above in the capacities indicated.

     

    
      	 	 /s/
              Lisa Strauss
	 	
              Notary
                Public

            
	 	 
	 	
              My
                commission
                expires:

            
	 	 July
              18, 2010