form8k010808ex44.htm


    
      

    


    CARVEOUT
      GUARANTY

     

    Project
      Commonly
      Known as

     

    “International
      Plaza”

     

    THIS
      CARVEOUT
      GUARANTY (“Guaranty”) is made as of January 8, 2008, by THE TAUBMAN
      REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership
      (“Guarantor”), to and for the benefit of EUROHYPO AG, NEW YORK BRANCH, as
      Agent for the lenders under the Loan Agreement described below (referred to
      individually or collectively, as the context shall infer, as
“Lender”).

     

    R
      E C I
      T A L S

     

    A.  Simultaneously
      herewith, TAMPA WESTSHORE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited
      partnership (“Borrower”), entered into that certain Loan Agreement
      (“Loan Agreement”), whereby the lending institution signatories thereto,
      as Lender, agreed to make a secured loan (the “Loan”) available to
      Borrower, in the maximum aggregate principal amount at any time outstanding
      not
      to exceed the sum of Three Hundred Twenty-Five Million Dollars ($325,000,000)
      to
      refinance the existing indebtedness
      encumbering the shopping center known as International
      Plaza, in Hillsborough County, Florida (the
“Project”).  Capitalized terms used and not otherwise defined
      in this Guaranty shall have the meanings given to them in the Loan
      Agreement.

     

    B.  In
      connection with
      the Loan, Borrower has executed and delivered to Lender the Notes in favor
      of
      each Bank of even date herewith aggregating the principal amount of the Loan,
      payment of which is secured by (i) an Amended and Restated Leasehold
      Mortgage, Security Agreement, and Fixture Filing made by Borrower in favor
      of
      Agent for the benefit of Lender and creating a valid first lien on Borrower’s
      interest in the Project, and (ii) the other Loan Documents.

     

    C.  Guarantor
      will
      derive material financial benefit from the Loan.

     

    D.  Lender
      has relied
      on the statements and agreements contained herein in agreeing to make the
      Loan.  The execution and delivery of this Guaranty by Guarantor is a
      condition precedent to the making of the Loan by Lender.

     

    AGREEMENTS

     

    NOW,
      THEREFORE,
      intending to be legally bound, Guarantor, in consideration of the matters
      described in the foregoing Recitals, which Recitals are incorporated herein
      and
      made a part hereof, and for other good and valuable consideration the receipt
      and sufficiency of which are acknowledged, hereby covenants and agrees for
      the
      benefit of Agent and Lender and their respective successors, indorsees,
      transferees, and assigns as follows:

     

    1.  Guarantor
      absolutely, unconditionally, and irrevocably agrees to indemnify, defend and
      hold Lender harmless from and against, any and all actual losses, damages,
      costs, expenses (including reasonable attorneys’ fees and expenses), claims or
      other obligations incurred or suffered by Lender to the extent the same are
      due
      to any of the following:

     

    (i)  the
      breach of the
      obligations set forth in the Indemnity from Borrower and Guarantor to Agent
      of
      even date herewith;

     

    (ii)  fraud
      or
      intentional misrepresentation by Borrower or Guarantor in connection with the
      Loan;

     

    (iii)  (A)
      the
      misapplication or misappropriation by Borrower of any security deposits; (B)
      any
      insurance proceeds paid by reason of any loss, damage or destruction to the
      Project and not used by Borrower for restoration or repair of the Project when
      and as permitted by the Loan Documents; and/or (C) any awards or amounts
      received in connection with the condemnation of all or any portion of the
      Project and not used by Borrower for restoration or repair of the Project when
      and as permitted by the Loan Documents;

     

    (iv)  any
      intentional
      physical waste of the Project (excluding alterations to the Project made in
      good
      faith) caused by act(s) or omission(s) of Borrower, its agents, Affiliates,
      officers and employees; or the removal or disposal of any portion of the
      Property after an Event of Default under the Loan Documents to the extent such
      Property is not replaced by Borrower with like property of equivalent value,
      function and design;

     

    (v)  Borrower’s
      failure
      to maintain insurance on the Project in accordance with the Loan Agreement,
      unless (x) revenues from the Project are insufficient for such purpose and
      (y) Borrower or Guarantor has notified Agent of such insufficiency at least
      ten (10) days prior to the date such insurance premium is due;

     

    (vi)  Borrower’s
      failure
      to pay (x) real estate taxes on the Project or (y) a charge for labor
      or materials contracted for by Borrower that results in a lien against the
      Project, except to the extent  revenues generated by the Project are
      insufficient to pay such taxes or charges;

     

    (vii)  Borrower
      committing
      any criminal act; or

     

    (viii)  failure
      of Borrower
      to apply rents and other revenue during an Event of Default Period to amounts
      payable to Agent (on behalf of Lender) under the Loan Documents, operating
      expenses, and other costs of the Project in accordance with the terms of the
      Loan Documents.

     

    An
“Event
      of
      Default Period” shall mean any period during which an Event of Default has
      occurred and is continuing, provided that if such Event of Default was of a
      type
      that occurs without Agent being required to issue notice to Borrower of the
      Default giving rise thereto, then (unless such Event of Default is
      (i) non-payment of the principal of the Loan at maturity,
      (ii) non-payment of interest on the Loan when due, (iii) non-payment
      of real estate taxes beyond the time they can be paid without penalty,
      (iv) an Event of Default of which Borrower has actual knowledge and which
      is likely to cause a material adverse change to the value or use of the
      Collateral or the business or financial condition of Borrower or Guarantor,
      or
      (v) an Event of Default Period then exists by reason of another Event of
      Default having occurred and continuing) such  Event of Default Period
      shall not commence until five (5) days after Agent has given written notice
      to
      Borrower of such Event of Default.

     

    2.  Guarantor
      absolutely, unconditionally and irrevocably agrees to pay all of Borrower’s
      indebtedness under the Loan Documents in the event:

     

    (i)  any
      of the
      following Transfers occurs in violation of the Loan Agreement (and without
      the
      consent of Lender):  (x) Borrower grants any mortgage or deed of
      trust (other than the Mortgage) with respect to the Project, (y) Borrower
      sells or conveys all or substantially all of the Project or (z) a Change in
      Control occurs.

     

    (ii)  (w)
      any voluntary
      bankruptcy, insolvency or receivership proceedings are filed by Borrower with
      respect to Borrower, (x) any involuntary bankruptcy, insolvency or receivership
      proceedings are filed against Borrower by Guarantor or any Affiliate of Borrower
      or Guarantor, or (y) Borrower, Guarantor, or any Affiliate of Borrower or
      Guarantor colludes or knowingly or intentionally cooperates with any third
      party
      to have an involuntary bankruptcy, insolvency or receivership proceedings
      commenced against Borrower.

     

    In
      addition to the
      foregoing, Guarantor agrees to fully and promptly pay any Enforcement Costs
      (as
      hereinafter defined in Section 6 hereof).

     

    All
      amounts due,
      debts, liabilities and payment obligations described in Section 1
      and Section 2 shall be hereinafter referred to together as the
“Guarantor’s Liabilities”.

     

    3.  Except
      as otherwise
      specifically set forth herein or in the other Loan Documents, Guarantor does
      hereby waive (a) notice of acceptance of this Guaranty by Agent or Lender
      and any and all notices and demands of every kind which may be required to
      be
      given by any statute, rule or law, (b) any defense, right of set-off or
      other claim which Guarantor may have against Borrower or which Guarantor or
      Borrower may have against Agent or Lender or the holder of the Notes,
      (c) presentment for payment, demand for payment, notice of nonpayment or
      dishonor, protest and notice of protest, diligence in collection and any and
      all
      formalities which otherwise might be legally required to charge Guarantor with
      liability, and (d) any failure by Agent or Lender to inform Guarantor of
      any facts Agent or Lender may now or hereafter know about Borrower, the Project,
      the Loan, or the transactions contemplated by the Loan Agreement, it being
      understood and agreed that neither Agent nor Lender has any duty so to inform
      and that Guarantor is fully responsible for being and remaining informed by
      Borrower of all circumstances bearing on the risk of nonpayment of the
      Guarantor’s Liabilities.  Credit may be granted or continued from time
      to time by Agent or Lender to Borrower without notice to or authorization from
      Guarantor, regardless of the financial or other condition of Borrower at the
      time of any such grant or continuation.  Neither Agent nor Lender
      shall have any obligation to disclose or discuss with Guarantor its assessment
      of the financial condition of Borrower.  Guarantor acknowledges that
      no representations of any kind whatsoever have been made to it by Agent or
      Lender.  No modification or waiver of any of the provisions of this
      Guaranty shall be binding upon Agent or Lender except as expressly set forth
      in
      a writing duly signed and delivered on behalf of Agent or Lender.

     

    4.  Guarantor
      further
      agrees that Guarantor’s liability as guarantor shall not in any way be impaired
      or affected by any renewals or extensions which may be made from time to time,
      with or without the knowledge or consent of Guarantor of the time for payment
      of
      interest or principal under the Notes or by any forbearance or delay in
      collecting interest or principal under the Notes, or by any waiver by Agent
      or
      Lender under the Loan Agreement, Mortgage or any other Loan Documents, or by
      Agent’s or Lender’s failure or election not to pursue any other remedies it may
      have against Borrower or Guarantor, or by any change or modification in the
      Notes, Loan Agreement, Mortgage or any other Loan Document, or by the acceptance
      by Agent or Lender of any additional security or any increase, substitution
      or
      change therein, or by the release by Agent or  Lender of any security
      or any withdrawal thereof or decrease therein, or by the application of payments
      received from any source to the payment of any obligation other than the
      Guarantor’s Liabilities, even though Agent or Lender might lawfully have elected
      to apply such payments to any part or all of the Guarantor’s Liabilities, it
      being the intent hereof that Guarantor shall remain liable as principal for
      payment of the Guarantor’s Liabilities until the Guarantor’s Liabilities has
      been paid in full, notwithstanding any act or thing which might otherwise
      operate as a legal or equitable discharge of a surety.  Guarantor
      further understands and agrees that Agent or Lender may at any time enter into
      agreements with Borrower to amend and modify the Notes, Loan Agreement, Mortgage
      or other Loan Documents, and may waive or release any provision or provisions
      of
      the Notes, Loan Agreement, Mortgage and other Loan Documents or any thereof,
      and, with reference to such instruments, may make and enter into any such
      agreement or agreements as Agent or Lender and Borrower may deem proper and
      desirable, without in any manner impairing or affecting this Guaranty or any
      of
      Lender’s rights hereunder or Guarantor’s obligations hereunder.

     

    5.  This
      is an
      absolute, present and continuing guaranty of payment and performance and not
      of
      collection.  Guarantor agrees that this Guaranty may be enforced by
      Agent or Lender without the necessity at any time of resorting to or exhausting
      any other security or collateral given in connection herewith or with the Notes,
      Loan Agreement, Mortgage or any of the other Loan Documents through foreclosure
      or sale proceedings, as the case may be, under the Mortgage or otherwise, or
      resorting to any other guaranties, and Guarantor hereby waives any right to
      require Agent or Lender to join Borrower in any action brought hereunder or
      to
      commence any action against or obtain any judgment against Borrower or to pursue
      any other remedy or enforce any other right.  Guarantor further agrees
      that nothing contained herein or otherwise shall prevent Agent or Lender from
      pursuing concurrently or successively all rights and remedies available to
      it at
      law and/or in equity or under the Notes, Loan Agreement, Mortgage or any other
      Loan Documents, and the exercise of any of its rights or the completion of
      any
      of its remedies shall not constitute a discharge of Guarantor’s obligations
      hereunder, it being the purpose and intent of Guarantor that the obligations
      of
      Guarantor hereunder shall be absolute, independent and unconditional under
      any
      and all circumstances whatsoever.  None of Guarantor’s obligations
      under this Guaranty or any remedy for the enforcement thereof shall be impaired,
      modified, changed or released in any manner whatsoever by any impairment,
      modification, change, release or limitation of the liability of Borrower under
      the Notes, Loan Agreement, Mortgage or other Loan Documents or by reason of
      the
      bankruptcy of Borrower or by reason of any creditor or bankruptcy proceeding
      instituted by or against Borrower.  This Guaranty shall continue to be
      effective or be reinstated (as the case may be) if at any time payment of all
      or
      any part of any sum payable pursuant to the Notes, Loan Agreement, Mortgage
      or
      any other Loan Document is rescinded or otherwise required to be returned by
      Agent or Lender upon the insolvency, bankruptcy, dissolution, liquidation,
      or
      reorganization of Borrower, or upon or as a result of the appointment of a
      receiver, intervenor, custodian or conservator of or trustee or similar officer
      for, Borrower or any substantial part of its property, or otherwise, all as
      though such payment to Agent or Lender had not been made, regardless of whether
      Agent or Lender contested the order requiring the return of such
      payment.

     

    6.  If:  (a) this
      Guaranty is placed in the hands of an attorney for collection or is collected
      through any legal proceeding; (b) an attorney is retained to represent
      Agent (on behalf of itself and Lender) in any bankruptcy, reorganization,
      receivership, or other proceedings affecting creditors’ rights and involving a
      claim under this Guaranty; (c) an attorney is retained to provide advice or
      other representation with respect to this Guaranty; or (d) an attorney is
      retained to represent Agent (on behalf of itself and Lender) in any other
      proceedings whatsoever in connection with this Guaranty, then Guarantor shall
      pay to Agent upon demand all reasonable attorneys’ and paralegals’ fees, costs
      and expenses, including, without limitation, court costs, filing fees, and
      all
      other costs and expenses incurred in connection therewith (all of which are
      referred to herein as “Enforcement Costs”), in addition to all other
      amounts due hereunder, regardless of whether all or a portion of such
      Enforcement Costs are incurred in a single proceeding brought to enforce this
      Guaranty as well as the other Loan Documents.

     

    7.  The
      parties hereto
      intend and believe that each provision in this Guaranty comports with all
      applicable local, state and federal laws and judicial
      decisions.  However, if any provision or provisions, or if any portion
      of any provision or provisions, in this Guaranty is found by a court of law
      to
      be in violation of any applicable local, state or federal ordinance, statute,
      law, administrative or judicial decision, or public policy, and if such court
      should declare such portion, provision or provisions of this Guaranty to be
      illegal, invalid, unlawful, void or unenforceable as written, then it is the
      intent of all parties hereto that such portion, provision or provisions shall
      be
      given force to the fullest possible extent that they are legal, valid and
      enforceable, that the remainder of this Guaranty shall be construed as if such
      illegal, invalid, unlawful, void or unenforceable portion, provision or
      provisions were not contained therein, and that the rights, obligations and
      interest of Agent and Lender under the remainder of this Guaranty shall continue
      in full force and effect.

     

    8.  TO
      THE GREATEST
      EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE
      MARSHALLING OF ASSETS BY LENDER OR AGENT.  WITH RESPECT TO ANY SUIT,
      ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A “PROCEEDING”),
      GUARANTOR, AGENT AND LENDER EACH IRREVOCABLY (A) SUBMIT TO THE
      NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION
      IN THE CITY OF NEW YORK AND STATE OF NEW YORK, AND (B) WAIVE ANY OBJECTION
      WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT
      IN ANY SUCH COURT, WAIVE ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN
      AN
      INCONVENIENT FORUM AND FURTHER WAIVE THE RIGHT TO OBJECT, WITH RESPECT TO SUCH
      PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH
      PARTY.  NOTHING IN THIS GUARANTY SHALL PRECLUDE LENDER FROM BRINGING A
      PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING
      IN
      ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY
      OTHER
      JURISDICTION.

     

    9.  Any
      indebtedness of
      Borrower to Guarantor now or hereafter existing is hereby subordinated to the
      Guarantor’s Liabilities.  Guarantor agrees that, until the entire
      Guarantor’s Liabilities has been indefeasibly paid in full, Guarantor will not
      seek, accept, or retain for its own account, any payment from Borrower on
      account of such subordinated debt.  Any payments to Guarantor on
      account of such subordinated debt shall be collected and received by Guarantor
      in trust for Lender and shall be paid over to Agent on account of the
      Guarantor’s Liabilities without impairing or releasing the obligations of
      Guarantor hereunder.

     

    10.  Any
      amounts
      received by Agent or Lender from any source on account of the Loan may be
      applied by Agent or Lender toward payment of the indebtedness of Borrower to
      Lender in such order of application as Agent may from time to time
      elect.  All sums derived from rents, revenues and proceeds of the
      Project and of any other Collateral (including cash collateral and any proceeds
      of letters of credit), including proceeds derived from foreclosure or other
      realization upon the Collateral, shall for the purposes of calculating
      Guarantor’s liability under this Guaranty be deemed first applied upon the
      portion of Borrower’s indebtedness not subject to this Guaranty, with only any
      balance remaining thereafter being credited against Guarantor’s obligations
      under this Guaranty.

     

    11.  SO
      LONG AS
      LENDER HAS NOT BEEN INDEFEASIBLY PAID IN FULL, GUARANTOR WAIVES AND RELEASES
      ANY
      CLAIM (WITHIN THE MEANING OF 11 U.S.C. § 101) WHICH GUARANTOR MAY HAVE
      AGAINST BORROWER ARISING FROM A PAYMENT MADE BY SUCH GUARANTOR UNDER THIS
      GUARANTY AND AGREES NOT TO ASSERT OR TAKE ADVANTAGE OF ANY RIGHT TO PROCEED
      AGAINST BORROWER FOR REIMBURSEMENT.  IT IS EXPRESSLY UNDERSTOOD THAT
      THE WAIVERS AND AGREEMENTS OF GUARANTOR SET FORTH ABOVE CONSTITUTE ADDITIONAL
      AND CUMULATIVE BENEFITS GIVEN TO LENDER FOR ITS SECURITY AND AS AN INDUCEMENT
      FOR ITS EXTENSION OF CREDIT TO BORROWER.

     

    12.  Any
      notice, demand,
      request or other communication which any party hereto may be required or may
      desire to give hereunder shall be in writing and shall be deemed to have been
      properly given (a) if hand delivered, when delivered; (b) if mailed by
      United States Certified Mail (postage prepaid, return receipt requested,
      addressed as set forth below) three (3) Business Days after mailing; or
      (c) if by Federal Express or other reliable express courier service, on the
      next Business Day after delivered to such express courier service, addressed
      as
      set forth below:

     

    
      	
               

              If
                to
                Guarantor:

               

            
	
              c/o
                The
                Taubman Company LLC

            
	
              200
                East Long
                Lake Road, Suite 300

            
	
              Bloomfield
                Hills, Michigan  48304

            
	
              Attention:  Mr.
                Steven E. Eder

               

            
	
              and

               

            
	
              c/o
                The
                Taubman Company LLC

            
	
              200
                East Long
                Lake Road, Suite 300

            
	
              Bloomfield
                Hills, Michigan  48304

            
	
              Attention:  Mr.
                Chris B. Heaphy

               

            
	
              With
                a copy
                to:

            
	 
	
              Honigman
                Miller Schwartz and Cohn LLP

            
	
              38500
                Woodward Avenue, Suite 100

            
	
              Bloomfield
                Hills, Michigan 48304

            
	
              Attention:                      Martin
                L. Katz, Esq.

            
	 
	
              If
                to Agent
                or to Lender:

               

            
	
              c/o
                Eurohypo
                AG, New York Branch

            
	
              1114
                Avenue
                of the Americas, 29th Floor

            
	
              New
                York, New
                York  10036

            
	
              Attention:  Head
                of Portfolio Operations

            
	 
	
              and

               

            
	
              Eurohypo
                AG,
                New York Branch

            
	
              1114
                Avenue
                of the Americas, 29th Floor

            
	
              New
                York, New
                York  10036

            
	
              Attention:  Legal
                Director

            
	 
	
              and

               

            
	
              Eurohypo
                AG,
                New York Branch

            
	
              123
                North
                Wacker Drive, Suite 2300

            
	
              Chicago,
                Illinois  60606

            
	
              Attention:  Maureen
                Slentz

               

            
	
              With
                a copy
                to:

               

            
	
              Katten
                Muchin
                Rosenman LLP

            
	
              525
                West
                Monroe Street

            
	
              Chicago,
                Illinois 60661-3693

            
	
              Attention:  Mark
                C. Simon, Esq.

               

            


    

    or
      at such other
      address as the party to be served with notice may have furnished in writing
      to
      the party seeking or desiring to serve notice as a place for the service of
      notice.

     

    13.  In
      order to induce
      Lender to make the Loan, Guarantor makes the following representations and
      warranties to Agent and to Lender set forth in this Section, as of the date
      hereof.  Guarantor acknowledges that but for the truth and accuracy of
      the matters covered by the following representations and warranties, Lender
      would not have agreed to make the Loan.

     

    (a)  Guarantor
      is duly
      formed and validly existing under the laws of the state of its formation and
      has
      full power and authority to execute, deliver, and perform its covenants,
      agreements, and obligations under this Guaranty.  All necessary
      actions have been taken and all necessary consents and approvals received so
      that upon the execution and delivery to Agent by Guarantor of this Guaranty,
      the
      execution, delivery, and performance of this Guaranty will have been duly
      authorized.

     

    (b)  Any
      and all balance
      sheets and financial statements, with respect to Guarantor which have heretofore
      been given to Agent in connection with the Loan by or on behalf of Guarantor
      fairly and accurately present the financial condition of Guarantor as of the
      respective dates thereof and there has been no Material Adverse Change with
      respect to Guarantor since the date of the latest statement delivered to
      Agent.

     

    (c)  The
      execution,
      delivery, and performance by Guarantor of this Guaranty does not and will not
      contravene or conflict with (i) any law, order, rule, regulation, writ,
      injunction or decree now in effect of government, governmental instrumentality,
      or court having jurisdiction over Guarantor, (ii) any contractual
      restriction binding on or affecting Guarantor or Guarantor’s property or assets
      which is likely to substantially impair Guarantor’s ability to fulfill its
      obligations under this Guaranty, or (iii) the instruments creating any
      entity holding title to any assets included in Guarantor’s financial
      statements.

     

    (d)  This
      Guaranty
      creates legal, valid, and binding obligations of Guarantor enforceable in
      accordance with its terms.

     

    (e)  Except
      as disclosed
      in writing to Agent or to Lender, there is no action, proceeding, or
      investigation pending or, to the knowledge of any Guarantor, threatened against
      any Guarantor, which, if adversely determined, would substantially impair
      Guarantor’s ability to fulfill its obligations under this Guaranty.

     

    (f)  There
      is no Event
      of Default under the Loan Agreement or any other Loan Document concerning
      Guarantor.

     

    (g)  All
      statements set
      forth in the Recitals are true and correct.

     

    Guarantor
      hereby
      agrees to indemnify and hold Agent and Lender free and harmless from and against
      all loss, cost, liability, damage, and expense, including attorney’s fees and
      costs, which Agent or Lender may sustain by reason of the material inaccuracy
      or
      material breach of any of the foregoing representations and warranties as of
      the
      date the foregoing representations and warranties are made.

     

    14.  This
      Guaranty shall
      be binding upon the successors and assigns of Guarantor and shall inure to
      the
      benefit of Agent and Lender, and their respective successor and
      assigns.

     

    15.  THIS
      GUARANTY WAS
      NEGOTIATED IN PART IN THE STATE OF NEW YORK, THE PROCEEDS OF THE LOAN 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
      GUARANTY, 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, BORROWER
      HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE
      LAW
      OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, AND THIS GUARANTY 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.

     

    16.  Guarantor
      shall
      furnish to Agent (and Agent shall promptly forward to each Lender) the financial
      statements of Guarantor that are required under the Loan Agreement.

     

    17.  Any
      and all amounts
      required to be paid by Guarantor hereunder shall be paid to Agent in Dollars
      at
      such place as Agent may, from time to time, in writing appoint.

     

    18.  Agent
      and Lender
      shall be entitled to honor any request for Loan proceeds made by Borrower and
      shall have no obligation to see to the proper disposition of such
      advances.  Guarantor agrees that its obligations hereunder shall not
      be released or affected by reason of any improper disposition by Borrower of
      such Loan proceeds.

     

    19.  This
      Guaranty may
      be executed in any number of counterparts and by different parties hereto in
      separate counterparts, each of which when so executed shall be deemed to be
      an
      original and all of which taken together shall constitute one and the same
      instrument.

     

    20.  GUARANTOR,
      AGENT
      AND LENDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT
      OR
      RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT
      OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
      BEFORE A COURT AND NOT BEFORE A JURY.

     

    21.  Guarantor
      also
      agrees to indemnify and hold harmless Agent and Lender from and against any
      claim that any documentary or intangible tax is due and payable to the State
      of
      Florida in connection with the Loan or the execution, delivery or recording
      of
      the Loan Documents and to pay any such taxes (including penalties and interest)
      that may be found to be owing.  Borrower and/or Guarantor may contest
      any determination that any such taxes are due, but shall pay any such taxes
      (including penalties and interest) when legally required.  This
      paragraph shall survive repayment of the Loan.

     

    22.  Notwithstanding
      anything to the contrary contained herein, no recourse under or upon any
      indebtedness, representation, warranty, promise or other matter whatsoever
      shall
      be had against any of the constituent partners (direct or indirect) of Guarantor
      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 Agent and Lender expressly
      waive and release, on behalf of themselves and their respective successors
      and
      assigns, all right to assert any liability whatsoever hereunder 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 Guarantor from any personal liability pursuant to, or from
      any of its respective obligations hereunder, 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 herein or affect in any way the validity or enforceability
      hereof or (4) limit the right of Agent to proceed against or realize upon
      any and all of the assets of Guarantor (notwithstanding the fact that the TRG
      Partners have an ownership interest in Guarantor and, thereby, an interest
      in
      the assets of Guarantor) or to name Guarantor (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 Guarantor or any of the
      TRG
      Partners) as a party defendant in, and to enforce against all or any part of
      the
      assets of Guarantor any judgment obtained with respect to, any action or suit
      hereunder 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 Lender’s rights against Borrower, but not otherwise) or shall be
      enforced against the TRG Partners, their successors and assigns, or their
      assets.

     

    23.  Guarantor
      agrees
      that so long as any of the Notes remain unpaid, or any other amount is owing
      by
      Borrower or Guarantor to Agent or Lender hereunder or under any other Loan
      Document, Guarantor shall not merge or consolidate with any person or entity
      (unless Guarantor 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).

     

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    IN
      WITNESS WHEREOF,
      Guarantor has caused this Guaranty to be executed as of the date first written
      above.

     

    Guarantor:

    


    THE
      TAUBMAN
      REALTY GROUP LIMITED PARTNERSHIP

    


    By:           /s/
      Steven E. Eder

    Name:      Steven
      E. Eder

    Its:           Authorized
      Signatory

    


    


    Accepted
      for
      purposes of

    Agreeing
      to
Section 20:

    


    EUROHYPO
      AG,

    NEW
      YORK
      BRANCH,

    as
      Agent

    


    By:/s/
      David
      Sarner                                                                

    Name:
      David
      Sarner                                                                

    Title:
      Director                                                                

    


    


    By:/s/
      Stephen
      Cox                                                                

    Name:
      Stephen
      Cox                                                                

    Title:
      Director