EXECUTION
COPY





GUARANTY
OF COLLECTION




THIS
GUARANTY OF COLLECTION is made as of August 30, 2010 (this “Agreement”) by
Pro-DFJV Holdings LLC, a Delaware limited liability company (the “Guarantor”),
to and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent
(the “Agent”), each of the Lenders (as such term is defined in the Credit
Agreement (as defined below)), and any of their respective successors and
assigns with respect to the obligations of Simon Property Group, L.P., a
Delaware limited partnership (the “Borrower”), in respect of the Loans (as
hereinafter defined), and is acknowledged by the Agent, as representative acting
on behalf of the Lenders.




RECITALS:




WHEREAS,
the Guarantor indirectly owns a limited partnership interest in the
Borrower;




WHEREAS,
pursuant to the Credit Agreement dated December 8, 2009, by and among the
Borrower, the Lenders party thereto and the Agent (the “Credit Agreement”) and
the other Loan Documents (as defined in the Credit Agreement), the Lenders have
agreed to provide to Borrower a revolving credit facility in an aggregate amount
of $3,695,000,000 (the “Loans”);




WHEREAS,
the Lenders have made certain Loans to the Borrower , a portion of which will be
drawn down for the purpose described in Section 15.28 of the Credit Agreement
(the “Section 15.28 Loan”) which draw down shall be accompanied by the delivery
of one or more Guarantees as defined and described in said Section 15.28;
and




WHEREAS,
the Guarantor will directly benefit from the Section 15.28 Loan being made to
the Borrower;




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Guarantor hereby agrees as
follows:






1.           Guaranty .  Subject
to the terms and conditions set forth in this Agreement,
the Guarantor hereby irrevocably, unconditionally, absolutely and directly
agrees to pay to the Agent (for the benefit of the Lenders) the principal amount
of the Section 15.28 Loan (which, for the avoidance of doubt, shall include any
Loans to Borrower in respect of amounts to be distributed or deposited pursuant
to Sections 2.3(e)(i), 2.5, and 2.6(b) of the Contribution Agreement dated as of
December 8, 2009, and amended on May 13, 2010, June 28, 2010, and the date
hereof, by and among Borrower, Simon Property Group, Inc., a Delaware
corporation, Marco Capital Acquisition LLC, a Delaware limited liability
company, Prime Outlets Acquisition Company LLC, a Delaware limited liability
company, and the Contributors party thereto (the “Contribution Agreement”)),
together with interest thereon, in each case to the extent provided for in the
Loan Documents, (the “Guaranteed Obligations”); provided, however, that the
Guarantor shall have no obligation to make a payment hereunder with respect to
any other costs, fees, expenses, penalties, charges or similar items payable by
the Borrower and any other person or entity (a “Person”) that has guaranteed any
payment under the Loan Documents other than the Guarantor (collectively, the
“Borrower Parties”) in respect of the Section 15.28 Loan or under the Credit
Agreement.




1








2.           Guaranty of Collection and
Not of Payment .  Notwithstanding
any other provision of this Agreement, this Agreement is a guaranty of
collection and not of payment, and the Guarantor shall not be obligated to make
any payment hereunder until each of the following is true: (a) Borrower shall
have failed to make a payment due to the Lenders in respect of such Guaranteed
Obligations and the Section 15.28 Loan shall have been accelerated, (b) the
Lenders shall have exhausted all Lender Remedies (as defined below), and (c) the
Lenders shall have failed to collect the full amount of the Guaranteed
Obligations.  The term “Lender Remedies” shall mean all rights and
remedies at law and in equity that the Agent or the Lenders may have against any
Borrower Party, any collateral deposited in the Letter of Credit Collateral
Account (as such term is defined in the Credit Agreement) (the “LC Collateral”)
or any other Person that has provided credit support in respect of the
applicable Guaranteed Obligations, to collect, or obtain payment of, the
Guaranteed Obligations, including, without limitation, foreclosure or similar
proceedings, litigation and collection on all applicable insurance policies, and
termination of all commitments to advance additional funds to the Borrower under
the Loan Documents.  For the avoidance of doubt, Lender Remedies shall
not have been exhausted with respect to any LC Collateral unless and until the
value thereof has been included in Section 3(a)(y)(ii).




3.           Cap .  Notwithstanding
any other term or condition of this Agreement it is agreed that Guarantor’s
maximum liability under this Agreement shall not exceed the sum of (a) the
difference between (x) the sum of $77,892,000.00 plus any amounts to be
received directly or indirectly by the Guarantor pursuant to Sections 2.3(e)(i)
and 2.6(b) of the Contribution Agreement, minus (y) the sum of (i) any payments
of principal made by or on behalf of Borrower or any other Borrower Party to the
Lenders (or any one of them) in respect of the Section 15.28 Loan following an
Event of Default under the Credit Agreement, plus (ii) any amount of cash
proceeds collected or otherwise realized (including by way of set off) by or on
behalf of any Lender, pursuant to, or in connection with, the Section 15.28
Loan, including, but not limited to, any cash proceeds collected or realized
from the exercise of any Lender Remedies (but excluding any cash payments of
principal (to the extent such payment is already included in clause (i) above),
premium or interest (it being understood that the paid premium or interest shall
not be deemed to be unpaid for purposes of clause (b) below) received from the
Borrower and any amount received as a reimbursement of expenses, indemnification
payment or fees), plus (iii) the amount of principal or accrued and unpaid
interest or accrued and unpaid premium otherwise owing by the Borrower Parties
which is affirmatively discharged, forgiven or otherwise compromised by the
Agent or the Lenders, plus (b) any unpaid premium on, or unpaid interest
accruing under the Loan Documents on, the amount described in clause (a)(x)
above.  For purposes of this Agreement, the Section 15.28 Loan will be
deemed to be outstanding and not repaid until all other Loans under the Credit
Agreement have been repaid and not reborrowed.











4.           Notice .  As
a condition to the enforcement of this Agreement, the Guarantor shall have
received written notice of any failure by Borrower to pay any Guaranteed
Obligations to the Lenders.  Except for the notice required under the
preceding sentence, the Guarantor hereby waives notice of acceptance of this
Agreement, demand of payment, presentment of this or any instrument, notice of
dishonor, protest and notice of protest, or other action taken in reliance
hereon and all other demands and notices of any description in connection with
this Agreement.  Subject to the last sentence of Section 2, the
Guarantor further waives and forgoes all defenses which may be available by
virtue of any valuation, moratorium law or other similar law now or hereafter in
effect, any right to require the marshalling of assets, and all suretyship
defenses generally.




5.           Absolute
Obligation . Subject
to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor
hereunder shall be absolute and unconditional and shall not be subject to any
reduction, limitation, impairment or termination for any reason, including,
without limitation, any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any setoff, counterclaim, deduction,
diminution, abatement, suspension, reduction, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations.  Without limiting the generality of the
foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations
of the Guarantor hereunder shall not be released, discharged, impaired or
otherwise affected by any circumstance or condition whatsoever (whether or not
the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender
has knowledge thereof) which may or might in any manner or to any extent vary
the risk of the Guarantor or otherwise operate as a release or discharge of the
Guarantor as a matter of law or equity (other than the indefeasible payment in
full of all of the Guaranteed Obligations), including, without
limitation:




(a)           any
amendment, modification, addition, deletion or supplement to or other change to
any of the terms of the Loan Documents, or any assignment or transfer of any
thereof, or any furnishing, acceptance, surrender, substitution, modification or
release of any security for, or guaranty of, the Guaranteed
Obligations;




(b)           any
failure, omission or delay on the part of the Borrower or any other Borrower
Party to comply with any term of any of the Loan Documents;




(c)           any
waiver of the payment, performance or observance of any of the obligations,
conditions, covenants or agreements contained in the Loan Documents or any of
them or any delay on the part of the Agent or the Lenders to enforce, assert or
exercise any right, power or remedy conferred on the Agent or the Lenders in the
Loan Documents;




(d)           any
extension of the time for payment of the principal of or premium (if any) or
interest on any of the Guaranteed Obligations, or of the time for performance of
any other obligations, covenants or agreements under or arising out of the Loan
Documents or any of them, or the extension or the renewal thereof;













(e)           to
the extent permitted by applicable law, any voluntary or involuntary bankruptcy,
insolvency, reorganization, moratorium, arrangement, adjustment, readjustment,
composition, assignment for the benefit of creditors, receivership,
conservatorship, custodianship, liquidation, marshaling of assets and
liabilities or similar proceedings with respect to the Borrower, any other
Borrower Party or the Guarantor or any other Person or any of their respective
properties or creditors, or any action taken by any trustee or receiver or by
any court in any such proceeding (including, without limitation, any automatic
stay incident to any such proceeding);




(f)           any
limitation, invalidity, irregularity or unenforceability, in whole or in part,
limiting the liability or obligation of the Borrower or any other Borrower Party
or any security therefor or guarantee thereof or the Agent’s or the Lenders’
recourse to any such security or limiting the Agent’s or the Lenders’ right to a
deficiency judgment against the Borrower, any other Borrower Party, the
Guarantor or any other Person; and




(g)           any
other act, omission, occurrence, circumstance, happening or event whatsoever,
whether similar or dissimilar to the foregoing, whether foreseen or unforeseen,
and any other circumstance which might otherwise constitute a legal or equitable
defense, release or discharge (including the release or discharge of the
liabilities of a guarantor or surety or which might otherwise limit recourse
against the Borrower, any other Borrower Party, the Guarantor or any other
Person, whether or not the Borrower, any other Borrower Party, the Guarantor,
the Agent or any Lender shall have notice or knowledge of the
foregoing).




6.           Subrogation .  To
the extent that the Guarantor shall have made any payments
under this Agreement, the Guarantor shall be subrogated to, and shall acquire,
all rights of the Lenders against the Borrower Parties and the LC Collateral
with respect to such payments, including without limitation, (a) all rights of
subrogation, reimbursement, exoneration, contribution or indemnification, and
(b) all rights to participate in any claim or remedy of any Lender or any
trustee on behalf of any Lender against any Borrower Party or the LC Collateral,
in each case, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without limitation, the right
to take or receive from the Borrower Parties, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim, remedy or right; provided, however, that the Guarantor
shall not exercise any right of subrogation, contribution, indemnity or
reimbursement or any other rights it may have now or hereafter have, and any and
all rights of recourse to any Borrower Party or any of its assets with respect
to any payment it makes under this Agreement until (x) all of the Obligations
(as defined in the Credit Agreement) (other than contingent indemnification
obligations not yet asserted by the Person entitled thereto) shall have been
indefeasibly paid, performed or discharged in full in cash, and (y) no Person
has any further right to obtain any loans, advances or other extensions of
credit under any of the Loan Documents.  If any amount is paid to the
Guarantor in violation of the foregoing limitation, then such amount shall be
held in trust for the benefit of the Lenders and shall forthwith be paid to the
Agent (for the benefit of the Lenders) to reduce the amount of the Guaranteed
Obligations, whether matured or unmatured.  Notwithstanding any other
provision of this Agreement or applicable law, the Guarantor shall not have,
with respect to any payments made by the Guarantor under this Agreement, any
right of subrogation, contribution, indemnity, reimbursement or other right
whatsoever, whether by contract at law, in equity or otherwise, against, and
shall have no recourse whatsoever to, any Borrower Party other than the Borrower
and its Subsidiaries; provided, that, (x) nothing in this sentence shall provide
the Guarantor with greater rights or recourse with respect to the Borrower or
its Subsidiaries than the Guarantor would otherwise have under applicable law,
and (y) all such rights and recourse shall subject in all respects to the other
provisions of this Section 6.  For the avoidance of doubt, this
Agreement shall not limit the ability of the Guarantor or its subsidiaries to
ask for, sue, demand, receive and retain payments and other consideration from
the Borrower or any other Borrower Party in respect of obligations of such
Persons to the Guarantor and/or its subsidiaries which do not arise under this
Agreement.













7.           Continuity of Guaranteed
Obligations; Bankruptcy or Insolvency .  If
all or any part of any payment applied to any Guaranteed Obligation is or must
be recovered, rescinded or returned to the Borrower, the Guarantor or any other
Person (other than the Lenders) for any reason whatsoever (including, without
limitation, bankruptcy or insolvency of any party), such Guaranteed Obligation
shall be deemed to have continued in existence and this Agreement shall continue
in effect as to such Guaranteed Obligation, all as though such payment had not
been made. For the avoidance of doubt, the bankruptcy, insolvency, or
dissolution of, or the commencement of any case or proceeding under any
bankruptcy, insolvency, or similar law in respect of, the Borrower or any other
Borrower Party shall not require the Guarantor to make any payment under this
Agreement until all of the conditions in Section 2 and Section 4 have been
satisfied (including, without limitation, the exhaustion of all Lender
Remedies).




8.           No Waiver .  No
delay or omission on the part of the Agent or any Lender in exercising any
rights hereunder shall operate as a waiver of such rights or any other rights,
and no waiver of any right on any one occasion shall result in a waiver of such
right on any future occasion or of any other rights; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.




9.           Representations and
Warranties .  The
Guarantor represents and warrants
that (a) it is a limited liability company duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, (b) the
execution, delivery and performance by the Guarantor of this Agreement, and the
consummation of the transactions contemplated hereby, are within its powers and
have been duly authorized by all necessary action; (c) this Agreement has been
duly executed and delivered by the Guarantor, and constitutes the Guarantor’s
legal, valid and binding obligation enforceable in accordance with its terms;
(d) the making and performance of this Agreement does not and will not violate
the provisions of any applicable law, regulation or order applicable to or
binding on the Guarantor, and does not and will not result in the breach of, or
constitute a default or require any consent under, any material agreement,
instrument, or document to which the Guarantor is a party or by which the
Guarantor or any of its property may be bound or affected; (e) all consents,
approvals, licenses and authorizations of, and filings and registrations with,
any governmental authority or regulatory body or other third party for the
execution, delivery and performance of this Guarantee by the Guarantor have been
obtained or made and are in full force and effect; and (f) by virtue of the
Guarantor’s relationship with the Borrower, the execution, delivery and
performance of this Agreement is for the direct benefit of the Guarantor and the
Guarantor has received adequate consideration for this Agreement.













10.           Enforcement
Expenses .  The
Guarantor hereby agrees to pay all out-of-pocket costs and expenses of the Agent
and each Lender in connection with the enforcement of this Agreement (including,
without limitation, the reasonable fees and disbursements of counsel employed by
the Agent or any of the Lenders); provided that no payment shall be due and
owing under this Section 10 during the pendancy of any good faith dispute
between the Guarantor and the Agent or the Lenders regarding the enforcement of
this Agreement against the Guarantor and such payment shall be due only if (A)
Guarantor agrees to make such payment or (B) a court of competent jurisdiction
has determined pursuant to a final non-appealable order that this Agreement may
be enforced against the Guarantor.




11.           Fraudulent
Conveyance .  Notwithstanding
any provision of this Agreement to the contrary, it is intended that this
Agreement, the Guarantor’s guarantee of the Guaranteed Obligations hereunder and
any liens and security interests securing the Guarantor’s obligations under this
Agreement, not constitute a Fraudulent Conveyance (as defined
below).  Consequently, Guarantor agrees that if this Agreement, the
Guarantor’s guarantee of the Guaranteed Obligations hereunder or any liens or
security interests securing the Guarantor’s obligations under this Agreement,
would, but for the application of this sentence, constitute a Fraudulent
Conveyance, this Agreement, such guarantee and each such lien and security
interest shall be valid and enforceable only to the maximum extent that would
not cause this Agreement, such guarantee or such lien or security interest to
constitute a Fraudulent Conveyance, and this Agreement shall automatically be
deemed to have been amended accordingly at all relevant times.  For
purposes of this Section 11, the term “Fraudulent Conveyance” means a fraudulent
conveyance under Section 548 of the Bankruptcy Code (as defined in the Credit
Agreement) or a fraudulent conveyance or fraudulent transfer under the
provisions of any applicable fraudulent conveyance or fraudulent transfer law or
similar law of any state, nation or other governmental unit, as in effect from
time to time.













12.           Exculpation of
Lenders .  The
Guarantor acknowledges and agrees, on behalf of itself and each of its
Affiliates, that none of J.P. Morgan Chase Bank, N.A., J.P. Morgan Securities
Inc., Bank of America, N.A., Bank of America Securities LLC or any of the other
Lenders from time-to-time under the Credit Agreement, or any of their respective
Affiliates, successors or assigns, or any officer, director, partner, trustee,
equity holder, agent, employee, attorney, attorney-in-fact, advisor or
controlling Person of any of the foregoing (collectively, the “Lender Parties”)
shall have any duty (including any fiduciary duty or any other express or
implied duty), liability, obligation or responsibility whatsoever to the
Guarantor or any of its Affiliates arising from, in connection with or relating
to (i) the Loans and other extensions of credit contemplated by the Credit
Agreement and the other Loan Documents (the “Debt Financing”), or (ii) any of
the transactions contemplated by this Agreement, the Credit Agreement or any of
the other Loan Documents or any agreement, instrument certificate or instrument
referred to in the Loan Documents, including, without limitation, any actual or
alleged breach, misrepresentation or failure to perform any of their respective
duties or obligations (including, but not limited to, any failure to fund or
otherwise extend credit) under any Loan Document or any agreement, certificate
or instrument related thereto (clauses (i) and (ii), collectively, the
“Financing Matters”).  No Lender Party shall be liable to the
Guarantor or any of its Affiliates for any action taken or not taken by such
Lender Party in connection with any of the Financing Matters; provided, that,
for the avoidance of doubt, the foregoing sentence shall not, in and of itself,
operate as a waiver of defenses by the Guarantor to enforcement of this
Agreement. The Guarantor hereby waives, releases and forever discharges each of
the Lender Parties from any and all actions, causes of action, suits, debts,
losses, costs, controversies, damages, liabilities, judgments, claims and
demands whatsoever, in law or equity or otherwise, whether known or unknown
(collectively, “Claims”) directly or indirectly arising out of or relating to
any of the Financing Matters, that the Guarantor or any of its Affiliates ever
had, now has or hereafter can, shall or may have against any of the Lender
Parties, except to the extent arising as a result of (x) a demand for payment
hereunder prior to the conditions in Section 2 and Section 4 being satisfied or
(y) any act of gross negligence or willful misconduct committed by such Person
at any time following the date hereof as determined by a court of competent
jurisdiction pursuant to a final non-appealable order.  Furthermore,
the Guarantor covenants not to sue any Lender Party in connection with or
assert, and agrees to cause its Affiliates not to sue any Lender Party in
connection with or assert, any Claims which they or any other party now or may
hereafter have in connection with any Financing Matter, except to the extent
arising as a result of (x) a demand for payment hereunder prior to the
conditions in Section 2 and Section 4 being satisfied or (y) any act of gross
negligence or willful misconduct committed by such Person at any time following
the date hereof as determined by a court of competent jurisdiction pursuant to a
final non-appealable order. Each of the Lender Parties shall be an intended
third party beneficiary of this Section 12 and may enforce the terms of this
Section 12 as if such Lender Party were a direct party to this Agreement, and
this Section 12 may not be amended, supplemented, waived or otherwise modified
without the prior written consent of each of JPMorgan Chase Bank, N.A. and Bank
of America, N.A.




13.           Miscellaneous.




(a)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be performed entirely in
New York.











(b)           The
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of any New York State court or federal
court of the United States of America sitting in New York City and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and the
Agent hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding shall be heard and determined exclusively in
any such New York State court or, to the extent permitted by law, in such
federal court.  The Guarantor agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party (other than the
Guarantor) may otherwise have to bring any action or proceeding relating to this
Agreement in the courts of any jurisdiction.  The Guarantor
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any New York State or federal court.  The Guarantor
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.




(c)           This
Agreement shall inure to the benefit of and be binding upon the Guarantor and
its successors and assigns and the Agent, the Lenders and their respective
successors and assigns.




(d)           This
Agreement constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, between the parties related
thereto.




(e)           Each
reference herein to the Guarantor shall be deemed to include the successors and
assigns of the Guarantor, all of whom shall be bound by the provisions of this
Agreement; provided, however, that the Guarantor shall not, without obtaining
the prior written consent of the Lenders (which consent may be withheld or
conditioned in the Lenders’ sole discretion), assign or transfer this Agreement
or the Guarantor’s obligations and liabilities under this Agreement, in whole or
in part, to any other Person (and any attempted assignment or transfer by
Guarantor without such prior written consent shall be null and void). Upon the
written request of the Lenders, the Guarantor shall assign this Agreement to any
Person who acquires all or substantially all of the assets of Guarantor;
provided, that the Lenders shall have no duty or obligation to make such
request. Each reference herein to the Lenders shall be deemed to include the
successors and assigns of the Lenders under the Credit Agreement; it being
understood that this Agreement shall not be for the benefit of, or be assigned
to, any refinancing or refunding source with respect to the Guaranteed
Obligations (it being acknowledged that an amendment, restatement, waiver or
other modification of the terms of the Credit Agreement or other Loan Documents
shall not constitute a refinancing or refunding for purposes of this provision)
without the prior written consent of the Guarantor, provided, that in no event
shall the foregoing prevent or restrict any Lender from making an assignment,
selling a participation in, pledging or granting a security interest in or
otherwise transferring all or any portion of its interests in the Loans (and its
corresponding interest in the guarantee provided for hereunder) under the
applicable provisions of Section 15.1 of the Credit Agreement (as in effect on
the date hereof, except to the extent the Guarantor consents to any subsequent
amendment or other modification to such provisions) or impair any Lender’s
rights under this Agreement as a result of any such assignment, participation,
pledge, security interest or transfer made in accordance with such
provisions.













(f)           This
Agreement is for the benefit only of the Agent and the Lenders, shall be
enforceable by them alone, is not intended to confer upon any third party any
rights or remedies hereunder, and shall not be construed as for the benefit of
any third party; provided, however, that (i) the Agent shall be permitted, in
its sole discretion, to pay or to direct the Guarantor to pay any and all
amounts payable pursuant to this Agreement to any Lender or any third party, and
(ii) each of the Lender Parties may enforce the provisions of Section 12 of this
Agreement.




(g)           EACH
PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR
THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF AND THEREOF. THE PARTIES AGREE
THAT ANY SUCH ACTION OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT
A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION
HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.




14.           Miscellaneous.




(a)           This
Agreement may not be modified or amended except by an instrument or instruments
in writing signed by each of the parties hereto and, with respect to any
amendment or modification of Section 11, each of JPMorgan Chase Bank, N.A. and
Bank of America, N.A.




(b)           All
notices and other communications hereunder will be in writing and given by
certified or registered mail, return receipt requested, nationally recognized
overnight delivery service, such as Federal Express or facsimile (or like
transmission) with confirmation of transmission by the transmitting equipment or
personal delivery against receipt to the party to whim it is given, in each
case, at such party’s address or facsimile number set forth below or such other
address or facsimile number as such party may hereafter specify by notice to the
other parties hereto given in accordance herewith. Any such notice or other
communication shall be deemed to have been given as of the date so personally
delivered or transmitted by facsimile or like transmission (with confirmation of
receipt), on the next business day when sent by overnight delivery services or
five days after the date so mailed if by certified or registered
mail:













If to the
Guarantor:


Pro-DFJV Holdings LLC


c/o The
Lightstone Group


1985
Cedar Bridge Avenue


Lakewood,
NJ  08701


Attention:              Donna
Brandin


Facsimile:             732-612-1444





with a
copy to:





Paul,
Weiss, Rifkind, Wharton & Garrison LLP


1285
Avenue of the Americas


New York,
New York  10019-6064


Attention:             Jeffrey
D. Marell


Jeffrey B. Samuels


Facsimile:             212-757-3990





If to the
Agent:




JPMorgan
Chase Bank, N.A., as Agent


383
Madison Avenue


New York,
NY 10172


Attn:  Marc
Costantino


Telecopy:  212-622-8167





(c)           If
any term or provision of this Agreement, or the application thereof to any
Person or circumstance, shall to any extent be held invalid or unenforceable in
any jurisdiction, then (i) as to such jurisdiction, the remainder of this
Agreement, or the application of such term or provision to Persons or
circumstances other than those as to which such term or provision is held
invalid or unenforceable in such jurisdiction, shall not be affected thereby,
(ii) the court making such determination shall have the power to reduce the
scope, duration, area or applicability of such provision, to delete specific
words or phrases, or to replace any invalid or unenforceable provision with a
provision that is valid and enforceable and comes closest to expressing the
intention of the invalid or unenforceable provision, and (iii) each remaining
term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by applicable law. Any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




(d)           This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and will become effective when one or
more counterparts have been signed by a party and delivered to the other
parties.  Copies of executed counterparts transmitted by telecopy,
telefax or other electronic transmission service shall be considered original
executed counterparts for purposes of this Section 14(d), provided that receipt
of copies of such counterparts is confirmed.




[The next
page is the signature page]





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




By:
                  Pro-DFJV
      Holdings LLCBy:
                  /s/ Joseph E. TeichmanName:
      Joseph E. TeichmanTitle:
      Authorized
Signatory





ACCEPTED
AND AGREED TO:





JPMORGAN
CHASE BANK, N.A., as Agent





By:
              /s/ Marc E. CostantinoName:
      Marc E. CostantinoTitle:
      Executive Director





[Signature
Page to Guaranty]