PARTIAL REPAYMENT AND LIMITED GUARANTY (Secured Loan)

Exhibit 4.4

(Secured Loan)

THIS PARTIAL REPAYMENT AND LIMITED GUARANTY ("Guaranty") is made as of August 14, 2015, by THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership (“Guarantor”) in favor of PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”) for itself and for the benefit of the lenders from time to time a party to the Loan Agreement referenced below (each, a "Lender" and collectively, the “Lenders”).

R E C I T A L S

Pursuant to the terms of that certain Building Loan Agreement of even date herewith, by and among TRG IMP LLC, a Delaware limited liability company ("Borrower"), Administrative Agent and Lenders (as the same may be amended, modified, supplemented or replaced from time to time, the "Loan Agreement"), Lenders have agreed to loan to Borrower the principal sum of Three Hundred Thirty Million Eight Hundred Ninety Thousand Dollars ($330,890,000.00) ("Loan") for the purposes specified in the Loan Agreement.

The Loan Agreement provides that the Loan is evidenced by one or more promissory notes, executed by Borrower, one payable to the order of each Lender, in the aggregate principal amount of the Loan (as each may be amended, modified, supplemented or replaced from time to time, "Note"). The Loan is further evidenced and secured by certain other documents described in the Loan Agreement as Loan Documents.

The Note is secured by, among other things, a Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of even date herewith, executed by Borrower, as Mortgagor, for the benefit of Administrative Agent, for itself and for the benefit of Lenders, as Mortgagee (as the same may be amended, modified, supplemented or replaced from time to time, "Security Instrument").


D.	The real property which is the subject of the Security Instrument is referred to hereinafter as the “Property.”


E.	The Loan Agreement, the Security Instrument, the Note, and those other documents described in the Loan Agreement as Loan Documents, together with all modifications, extensions, renewals and amendments thereto, are collectively referred to hereinafter as the "Loan Documents". This Guaranty is not one of the Loan Documents.


F.	Guarantor is an indirect owner of Borrower and/or will benefit from the Loan to be made by Lender to Borrower.

THEREFORE, to induce Administrative Agent and Lenders to enter into the Loan Agreement and to induce the Lenders to make the Loan, and in consideration thereof, Guarantor unconditionally, absolutely and irrevocably guarantees and agrees as follows:

GUARANTY. Guarantor hereby unconditionally, absolutely and irrevocably guarantees and promises to pay to Administrative Agent for its benefit and the benefit of Lenders or order, on demand, in lawful money of the United States of America, in immediately available funds, the Guarantied Amount (as defined below) (the “Repayment Guaranty”). Notwithstanding the foregoing, the Repayment Guaranty shall terminate upon the delivery of evidence reasonably satisfactory to Administrative Agent that Second Tier Stabilization (as defined in the Loan Agreement) has occurred except that for purposes of termination of the Repayment Guaranty, notwithstanding anything to the contrary contained in the definition of Second Tier Stabilization, the Project shall be achieving (x) a Debt Service Coverage Ratio of not less than 1.40 to 1.00, provided that in determining the Debt Service Coverage Ratio, annual ground lease rent of not less than seven million dollars ($7,000,000) shall be used in the calculation of Net Operating Income, and (y) a Loan-to-Value Percentage of not greater than 55% based upon a current Appraisal of the Property; provided, however, the requirement for a new Appraisal of the Property shall not be required if an Appraisal has been obtained within the prior six (6) months and no material changes have occurred to the Project or market.

“Guarantied Amount” means (a) a sum equal to fifty percent (50.0%) of the aggregate principal amount of the Loan outstanding at the time of demand under this Guaranty or bankruptcy of Guarantor (the “Principal Guaranty”), plus (b) a sum equal to one hundred percent (100.0%) of all unpaid interest on the Loan up to and including the Tender Date (as defined below), including interest that but for the filing of bankruptcy would have accrued under the Note or any of the other Loan Documents, plus (c) a sum equal to one hundred percent (100.0%) of reasonable out-of-pocket, third-party attorneys' fees, fees, and all other sums and expenses payable under the Note or any of the other Loan Documents other than principal and interest; provided, however, the Principal Guaranty shall reduce to a sum equal to twenty-five (25.0%) of the aggregate principal amount of the Loan outstanding upon the delivery of evidence reasonably satisfactory to Administrative Agent that Second Tier Stabilization has occurred. Notwithstanding anything contained herein to the contrary, any payment made by Guarantor under this Section 1 permanently reduces the Guarantied Amount by the amount of such payment.

“Tender Date” shall mean the date that is the earliest to occur of the following: (a) the repayment in full of the Loan and all amounts owing thereunder, (b) ninety (90) days (or such earlier date that a deed in lieu of foreclosure transaction is consummated) following (i) Administrative Agent’s receipt of a written notice by Borrower of its unconditioned agreement to convey the Property to Administrative Agent by deed in lieu of foreclosure, such deed to be a special warranty deed subject to matters of record and existing leases and (ii) payment to Administrative Agent of all amounts owing under the Principal Guaranty, provided that at all times during such 90-day period Borrower, Guarantor and the indemnitor under the Indemnity shall have reasonably cooperated with Administrative Agent, but without incurring any additional liabilities or making any new representations or warranties, to expeditiously consummate the deed in lieu of foreclosure transaction (or foreclosure if elected by Administrative Agent in its sole discretion), (c) the date upon which a sale (whether made under a power of sale, by virtue of a judicial proceeding or judgment or decree of foreclosure or sale or otherwise) of the Property occurs as a result of enforcement of the Security Instrument, and (d) the date which is three-hundred sixty-five (365) days following the occurrence of a Default that remains uncured provided that such 365-day period shall be extended for so long as Borrower, Guarantor, any indemnitor under the Indemnity or any other guarantor of the Loan, in bad faith, delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Administrative Agent to exercise any rights and remedies available to Administrative Agent under the Loan Documents; provided, however, that the occurrence of the Tender Date shall not affect the continuing obligations of Guarantor under this Guaranty (but only to the extent of amounts accrued through the Tender Date with respect to guarantied obligations pursuant to this Section 1), the Completion Guaranty or the Indemnity.

LIMITED GUARANTY. Notwithstanding the foregoing, in addition to, and not in lieu of, any other liability of Guarantor under this Guaranty or the other Loan Documents, Guarantor guarantees and promises to pay to Administrative Agent, for its benefit and the benefit of Lenders, or order, on demand, in lawful money of the United States of America, in immediately available funds, and to defend, indemnify and hold harmless Administrative Agent, Lenders and their respective directors, officers, employees, successors and assigns from and against any and all Damages (as defined below) incurred by Administrative Agent or any Lender with respect to any of the following matters:


2.1	fraud or intentional misrepresentation by Borrower, Guarantor, or any Affiliate (as hereafter defined) or agent of Borrower or Guarantor;


2.2	the commission of a criminal act by Borrower, Guarantor, or any Affiliate or agent of Borrower or Guarantor which results in a forfeiture of the Property;


2.3	material intentional physical waste of the Property or the Collateral, provided there were funds available to Borrower from the Property to avoid such waste;


2.4	prior to the Tender Date, failure to pay property or other taxes, assessments or charges pertaining to the Property, to the extent that funds were available to Borrower from the Property to pay such amounts;


2.5	prior to the Tender Date, failure to maintain insurance as required by the Loan Agreement, provided there were funds available to Borrower from the Property to pay for such insurance;


2.6	failure to deliver, to the extent required by the Loan Documents or any other documents or instruments executed in connection therewith, any insurance or condemnation proceeds or awards received by

Borrower to Administrative Agent, on behalf of Lenders, or to otherwise apply such sums as required under the terms of the Loan Documents or any other instrument now or hereafter securing the Loan;

2.7

failure, prior to the Tender Date, to apply any rents, royalties, accounts, revenues, income, issues, profits and other benefits from the Property which are collected or received by Borrower during the period of any Default or after acceleration of the indebtedness and other sums owing under the Loan Documents to the payment of either (A) such indebtedness or other sums due Lender or (B) operating expenses of the Project; provided, however, such liability shall not begin until Administrative Agent has sent Borrower a notice of the Default if a prior notice was not required under the Loan Documents;


2.8	any breach by Borrower of any covenant regarding Hazardous Materials in connection with the Loan in this Agreement or in the Loan Agreement, or in the Hazardous Materials Indemnity Agreement from Guarantor to Administrative Agent, for the benefit of itself and the Lenders, entered as of even date herewith;


2.9	misappropriation or misapplication of any funds from any account pledged by Borrower to Administrative Agent on behalf of Lenders under the Loan Agreement or the other Loan Documents;

2.10

any litigation or other legal proceeding related to the Loan is filed in bad faith by Borrower or Guarantor, or, if Borrower is a limited partnership or a limited liability company, each general partner or managing member of Borrower or Guarantor that delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Administrative Agent, on behalf of Lenders, to exercise any rights and remedies available to Administrative Agent or Lenders as provided herein and in the other Loan Documents;


2.11	Reserved;


2.12	Borrower’s failure to comply with Section 9.14 of the Loan Agreement;


2.13	any Prohibited Property Transfer other than those specifically referenced in Section 3.7 below;


2.14	Borrower’s failure to comply with Section 9.30 of the Loan Agreement;


2.15	the amount of any payment that Borrower has agreed to, and failed to, make in consideration of Anchor Tenant's agreement to waive the seventy percent (70%) occupancy requirement set forth in Sections 5.03(C) and/or 6.02(B)(2) of the Anchor Lease; or


2.16	Borrower entering into a material amendment of the Anchor Lease without Administrative Agent’s consent and such amendment results in a Material Adverse Change; or

2.17

Borrower's failure to provide Administrative Agent with notice in accordance with the terms of Section 9.25 of the Loan Agreement of (i) any written notice received by Borrower from Anchor Tenant of a default by Borrower under the Anchor Lease or (ii) the exercise of any remedies by Anchor Tenant relating to a breach or default by Borrower under the Anchor Lease, which in the case of (i) or (ii), as the case may be, the breach or default was reasonably capable of being cured, and such failure to provide notice resulted in termination of the Anchor Lease or a Material Adverse Change.

EXCEPTIONS; FULL RECOURSE. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty or the other Loan Documents, the limitation on liability set forth in Sections 1 and 2 of this Guaranty shall be null and void and completely inapplicable, and Guarantor shall be liable for the payment and performance of all obligations set forth in the Loan Agreement and the other Loan Documents, including the payment of all principal, interest and other amounts under the Note, in immediately available funds, in the event:


3.1	Borrower, Guarantor or TRG-Waikiki LLC files a voluntary petition under the Bankruptcy Reform Act of 1978 (11 USC Section 101-1330) as now or hereafter amended or recodified ("Bankruptcy Code"), or under any other present or future state or federal law regarding bankruptcy, reorganization or other debtor relief law; or

3.2

(1) an Affiliate, officer, director, or representative which Controls Borrower or which Controls Guarantor or TRG-Waikiki LLC files, consents to, or colludes in the filing of an involuntary bankruptcy petition against Borrower, Guarantor or TRG-Waikiki LLC or (2) Borrower, Guarantor or TRG-Waikiki LLC files an answer consenting to any involuntary bankruptcy petition against Borrower, Guarantor or TRG-Waikiki LLC; or


3.3	Except with prior written consent of Administrative Agent, any Affiliate, officer, director, or other representative which Controls Borrower or which Controls TRG-Waikiki LLC or Guarantor consents to or acquiesces in or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, Guarantor or TRG-Waikiki LLC of any portion of the Property; or


3.4	Except with prior written consent of Administrative Agent, Borrower, Guarantor or TRG-Waikiki LLC makes an assignment for the benefit of creditors, or admits in the case of Borrower, Guarantor or TRG-Waikiki LLC in any legal proceeding, its insolvency or inability to pay its debts as they become due unless such admission is factually true due to insufficient cash flow from the Property; or


3.5	there is substantive consolidation of Borrower, Guarantor or TRG-Waikiki LLC with any other person or entity in connection with any federal or state bankruptcy proceeding due to a violation of Section 9.14 of the Loan Agreement; or


3.6	Borrower, Guarantor or TRG-Waikiki LLC contests or opposes any motion made by Administrative Agent to obtain relief from the automatic stay or seeks to reinstate the automatic stay in the event of any federal or state bankruptcy or insolvency proceeding involving the Borrower, Guarantor or TRG-Waikiki LLC; or


3.7	of the existence of a Default resulting from a Prohibited Property Transfer which results in a transfer of title to the Property or voluntary second mortgage on the Property; or


3.8	of the existence of a Default resulting from a Prohibited Equity Transfer following the expiration of any applicable notice and cure period set forth in Section 11.1(q) of the Loan Agreement; or


3.9	of a termination, surrender, or cancellation of the Ground Lease caused by the failure to pay rent and other amounts required under the Ground Lease, to the extent that funds were available to Borrower from the Property to pay such amounts.

NO WAIVER, RELEASE OR IMPAIRMENT. Nothing contained in this Guaranty shall be deemed to waive, release, affect or impair the indebtedness evidenced by the Loan Documents or the obligations of Borrower under the Loan Documents, or the liens and security interests created by the Loan Documents, or Administrative Agent’s or Lenders’ rights to enforce their rights and remedies under the Loan Documents and under this Guaranty or the indemnity provided herein, in the Loan Documents or in connection with the Loan, or otherwise provided in equity or under applicable law, including, without limitation, the right to pursue any remedy for injunctive or other equitable relief, or any suit or action in connection with the preservation, enforcement or foreclosure of the liens, mortgages, assignments and security interests which are now or at any time hereafter security for the payment and performance of all obligations under the Loan Agreement or in the other Loan Documents. The provisions of Sections 1 through 3 of this Guaranty shall prevail and control over any contrary provisions elsewhere in this Guaranty or the other Loan Documents.


5.	CERTAIN DEFINITIONS. For purposes of this Guaranty, the following capitalized terms shall have the following meanings:


5.1	"Affiliate" shall mean, as to any person or entity, any other person or entity that, directly or indirectly, is in Control of, is Controlled by or is under common ownership or Control with such person or entity.


5.2	"Control(s)" shall mean the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise.


5.3	"Damages" to a party means any and all third party, out-of-pocket liabilities, obligations, losses, demands, damages (excluding special, indirect, consequential or punitive damages), penalties,

assessments, actions, causes of action, judgments, proceedings, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees and other costs of defense and/or enforcement whether or not suit is brought), fines, charges, fees, settlement costs and disbursements imposed on, incurred by or asserted against such party, whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Hazardous Materials Laws), on common law or equitable cause or on contract or otherwise.

REMEDIES. If Guarantor fails to promptly perform its obligations under this Guaranty, Administrative Agent may, from time to time, upon reasonable prior notice to Guarantor and without first requiring performance by Borrower or any other guarantor or without exhausting any or all security (if any) for the Loan or any Swap Agreement between Borrower and Administrative Agent or any Lender, (i) perform Borrower’s obligations under the Loan Agreement with respect to Completion of the Improvements; and (ii) bring any action at law or in equity or both to compel Guarantor to perform its obligations hereunder, and to collect in any such action reimbursements for all loss, cost, damage, injury and expense sustained or incurred by Administrative Agent or any Lender as a direct or indirect consequence of the failure of Guarantor to perform its obligations hereunder, together with interest thereon at the rate of interest applicable to the principal balance of the Note.

RIGHTS OF ADMINISTRATIVE AGENT AND LENDERS. Guarantor authorizes Administrative Agent and Lenders, as applicable, without giving notice to Guarantor or obtaining Guarantor's consent and without affecting the liability of Guarantor, from time to time to: (a) approve modifications to the Plans and Specifications so long as such modifications do not materially increase the cost of constructing the Improvements nor materially increase the time necessary to complete the Improvements; (b) change the terms or conditions of disbursement of the Loan so long as such changes do not materially interfere with Borrower's ability to construct the Improvements as and when required under the Loan Agreement; (c) renew, modify or extend all or any portion of Borrower's obligations under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender; (d) declare all sums owing to Administrative Agent or any Lender under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender, due and payable upon the occurrence and during the continuance of a Default under the Loan Documents or an Event of Default as defined in any Swap Agreement between Borrower and Administrative Agent or any Lender; (e) make non-material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (f) otherwise modify the terms of any of the Loan Documents or any Swap Agreement between Borrower and Administrative Agent or any Lender; (g) take and hold security for the performance of Borrower's obligations under the Note or the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender, and exchange, enforce, waive, subordinate and release any such security in whole or part; (h) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (i) release, substitute or add any one or more endorsers of the Note or guarantors of Borrower's obligations under the Note or the other Loan Documents or any obligations under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender; (j) apply payments received by Administrative Agent, for its benefit and the benefit of Lenders, from Borrower to any obligations of Borrower to Administrative Agent or any Lender, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (k) assign this Guaranty in whole or in part in connection with an assignment of the other Loan Documents pursuant to the terms and conditions of the Loan Agreement; and (l) assign, transfer or negotiate all or any part of the indebtedness guaranteed by this Guaranty in connection with an assignment of the other Loan Documents pursuant to the terms and conditions of the Loan Agreement.

GUARANTOR’S WAIVERS. Guarantor waives: (a) any defense based upon any legal disability or other defense of Borrower, any other guarantor or other person, or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment and performance of those obligations of Borrower which are guaranteed hereunder; (b) any defense based upon any lack of authority of the officers, directors, partners, managers, members or agents acting or purporting to act on behalf of Borrower, Guarantor or any principal of Borrower or Guarantor, any defect in the formation of Borrower, Guarantor or any principal of Borrower or Guarantor; (c) any defense based upon the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Administrative Agent and Lenders or intended or understood by Administrative Agent and Lenders or Guarantor; (d) any and all rights and defenses arising out of an election of remedies by Administrative Agent and Lenders, even though that election of remedies

(such as a nonjudicial foreclosure, if available and/or permitted, with respect to security for a guaranteed obligation) has or may have destroyed Guarantor's rights of subrogation and reimbursement against the principal by the operation of any applicable state law or otherwise; (e) any defense based upon Administrative Agent’s or any Lender's failure to disclose to Guarantor any information concerning Borrower's financial condition or any other circumstances bearing on Borrower's ability to pay and perform its obligations under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender, or upon the failure of any other principals of Borrower to guaranty the Loan or any obligations under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender; (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Administrative Agent’s or any Lender's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Administrative Agent or any Lender may have against Borrower and any right to participate in, or benefit from, any security for the Note or the other Loan Documents or any obligations under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender now or hereafter held by any Lender, until the Loan is repaid; (j) presentment, demand, protest and notice of any kind; (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof; (l) any right or claim of right to cause a marshalling of any of the Borrower's assets or the assets of any other party now or hereafter held as security for Borrower's obligations; and (m) any exemption of disposable earnings from attachment or garnishment under any applicable law. Guarantor further waives any and all rights and defenses that Guarantor may have because Borrower's debt is secured by real property; this means, among other things, that: (1) Administrative Agent and Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; (2) if Administrative Agent forecloses on any real property collateral pledged by Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Administrative Agent and Lenders may collect from Guarantor even if Administrative Agent, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower's debt is secured by real property. These rights and defenses being waived by Guarantor include, but are not limited to, any rights or defenses based upon deficiency limitation or anti-deficiency, redemption or other similar rights, if any. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives, to the extent permitted by law, any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under applicable law, until the Loan is repaid. Finally, Guarantor agrees that the payment or performance of any act which tolls any statute of limitations applicable to the Note or any of the other Loan Documents shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that, as of the date hereof: (a) Lenders would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Administrative Agent or any Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Administrative Agent or any Lender obtains other collateral or any other guaranties or takes any other action contemplated by Guarantor; and (d) Guarantor has established adequate means of obtaining from sources other than Administrative Agent and Lenders, on a continuing basis, financial and other information pertaining to Borrower's financial condition, the Property and Borrower's activities relating thereto and the status of Borrower's performance of obligations under the Loan Documents and any Swap Agreement with Administrative Agent or any Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and neither Administrative Agent nor any Lender has made a representation to Guarantor as to any such matters. Guarantor further warrants, represents, covenants and acknowledges to Administrative Agent and Lenders that: (1) the most recent financial statements of Guarantor heretofore or hereafter delivered to Administrative Agent are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or otherwise in form consistent with the financial statements required to be delivered under the Taubman Credit Facility), fairly and accurately represent the financial condition of Guarantor

as of the respective dates thereof, and no Material Adverse Change has occurred in the financial condition of Guarantor since the respective dates thereof; (2) Guarantor has not and will not, without the prior written consent of Administrative Agent, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor's assets, other than in the ordinary course of Guarantor's business; and (3) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered "insolvent", as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor's debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of Guarantor's assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.


10.	REPORTING COVENANTS.


10.1	Financial Condition. Guarantor shall maintain its financial condition at all times that any portion of the Loan is outstanding in the accordance with the following standards:

(a)

Until the Repayment Guaranty under Section 1 has terminated, Guarantor shall at all times remain in compliance with the financial covenants as to Guarantor as set forth in that certain $1,100,000,000 revolving credit loan, which is evidenced by that certain Revolving Credit Agreement dated as of February 28, 2013, by and among Guarantor, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended by that certain Amendment No. 1 to Revolving Credit Agreement dated as of November 12, 2013 and that certain Amendment No. 2 to Revolving Credit Agreement dated as of November 20, 2014, as may be hereafter further amended (the “Taubman Credit Facility”). The financial covenants from the Taubman Credit Facility set forth in Sections 6.11(a) through (e) thereof along with the related definitions (as such section and/or definitions may hereafter be amended, restated or modified) are hereby incorporated into this Guaranty by reference. In the event the Taubman Credit Facility is no longer in existence or financial covenants are removed from the Taubman Credit Facility, then the financial covenants last used in the Taubman Credit Facility shall continue to be incorporated into this Guaranty.


10.2	Reporting. Guarantor shall deliver to Administrative Agent:


(b)	The financial statements and reports of Guarantor as and when required by the terms of the Loan Agreement; and

(c)

Until the Repayment Guaranty under Section 1 has terminated, within forty-five (45) days after the end of each of the first, second and third fiscal quarters of Guarantor, and within ninety (90) days after Guarantor’s fiscal year end, Guarantor shall deliver to Administrative Agent a compliance certificate in a form attached hereto as Schedule 1, confirming Guarantor’s compliance with the financial covenants required to be maintained pursuant hereto; and


(d)	From time to time, upon Administrative Agent's delivery to Guarantor of at least ten (10) days prior written notice, Guarantor shall provide such other information with regard to Guarantor or the Property, as is available to Guarantor, as Lender may reasonably request in writing.

10.3

Form; Warranty. Guarantor agrees that all financial information to be delivered to Lender pursuant to this Section shall: (a) be complete and correct in all material respects; (b) present fairly the financial condition of the party; (c) disclose all liabilities that are required to be reflected or reserved against; and (d) be prepared in accordance with generally accepted accounting principles, consistently applied (or otherwise in form consistent with the financial information required to be delivered under the Taubman Credit Facility). Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards

allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agree that Administrative Agent may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

11.

SUBORDINATION. Guarantor subordinates all present and future indebtedness owing by Borrower or, following the occurrence of a Default, by any other guarantor under any guaranty or indemnity of the Loan or an Event of Default under, and defined in, any Swap Agreement between Borrower and Administrative Agent or any Lender, to Guarantor to the obligations at any time owing by Borrower to Administrative Agent and Lenders under the Note and the other Loan Documents and the Other Related Documents or under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender until the Loan is repaid; provided, however, the foregoing shall not be deemed to prohibit any distribution or any payments on such indebtedness made by Borrower to Guarantor while no Default exists under the Loan. Guarantor agrees to make no claim for such indebtedness until all obligations of Borrower under the Note and the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender have been fully discharged. Guarantor further agrees not to assign all or any part of such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Guaranty.

12.

BANKRUPTCY OF BORROWER. In any bankruptcy or other proceeding in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor and shall assign to Administrative Agent all rights of Guarantor thereunder. Administrative Agent or Administrative Agent’s nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Administrative Agent, for its benefit and the benefit of Lenders, the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Administrative Agent all of Guarantor's rights to any such payments or distributions; provided, however, Guarantor's obligations hereunder shall not be satisfied except to the extent that Administrative Agent receives cash by reason of any such payment or distribution. If Administrative Agent receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Administrative Agent as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full payment and performance of all of the indebtedness and obligations evidenced and secured by the Loan Documents and under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender.

13.

ADDITIONAL, INDEPENDENT AND UNSECURED OBLIGATIONS. This Guaranty cannot be revoked by Guarantor and shall continue to be effective with respect to any indebtedness referenced in Section 1 hereof arising or created after any attempted revocation hereof or after the death of Guarantor (if Guarantor is a natural person, in which event this Guaranty shall be binding upon Guarantor's estate and Guarantor's legal representatives and heirs). The obligations of Guarantor hereunder shall be in addition to and shall not limit or in any way affect the obligations of Guarantor under any other existing or future guaranties unless said other guaranties are expressly modified or revoked in writing. This Guaranty is independent of the obligations of Borrower under the Note, the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Administrative Agent or any Lender, and the Security Instrument. Administrative Agent may bring a separate action to enforce the provisions hereof against Guarantor without taking action against Borrower or any other party or joining Borrower or any other party as a party to such action. Except as otherwise provided in this Guaranty, this Guaranty is not secured and shall not be deemed to be secured by any security instrument unless such security instrument expressly recites that it secures this Guaranty.


14.	CREDIT REPORTS. Each legal entity and individual obligated on this Guaranty hereby authorizes Administrative Agent or any Lender to order and obtain, from a credit reporting agency of Administrative Agent’s or such Lender's choice, a third party credit report on such legal entity and individual.

15.

ENFORCEABILITY. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Lenders’ consideration for entering into this transaction and any Swap Agreement between Borrower and Administrative Agent or any Lender, Lenders have specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and (d) Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Administrative Agent and Lenders that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Lenders, and that Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof.


16.	MISCELLANEOUS.

16.1

Notices. All notices, demands, or other communications under this Guaranty and the other Loan Documents shall be in writing and shall be delivered to the appropriate party at the address set forth below (subject to change from time to time by written notice to all other parties to this Guaranty). All notices, demands or other communications shall be considered as properly given if delivered personally or sent by first class United States Postal Service mail, postage prepaid, or by Overnight Express Mail or by overnight commercial courier service, charges prepaid, except that notice of Default may be sent by certified mail, return receipt requested, charges prepaid. Notices so sent shall be effective three (3) days after mailing, if mailed by first class mail, and otherwise upon delivery or refusal; provided, however, that non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the address of the parties shall be:



Guarantor:	The Taubman Realty Group Limited Partnership c/o The Taubman Company 200 Xxxx Xxxx Xxxx Xxxx Xxxxx 000 Xxxxxxxxxx Xxxxx, XX 00000 Xxxxxxxxx: Treasurer 000 Xxxx Xxxx Xxxx Xxxx Xxxxx 000 Xxxxxxxxxx Xxxxx, XX 48304 Attention: General Counsel
With a copy to:	Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx XXX 00000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx Xxxxx, XX 48304 Attention: Xxxxxx X. Xxxx
Administrative Agent:	PNC Bank, National Association 755 Xxxx Xxx Xxxxxx Xxxxx 0000 Xxxx, Xxxxxxxx 48084 Attention: Xxxxx X. Xxxxxxxxxx
With a copy to:	PNC Real Estate 000 Xxxxx Xxxxxx 0xx Xx Xxxxxxxxxx, XX 15219 Attention: Xxxx Xxxxxxxxx

Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days notice to the other party in the manner set forth hereinabove. Guarantor shall forward to Administrative Agent, without delay, any notices, letters or other communications delivered to Guarantor naming Administrative Agent or any Lender or the "Construction Lender" or any similar designation as addressee.

16.2

Taxes. Taxes on account of payments made pursuant to this Guaranty shall be paid by Guarantor as required by Section 13.15 of the Loan Agreement (with the understanding and agreement of Guarantor that, for purposes hereof, Guarantor shall have the same payment and reimbursement obligations as the Borrower under Section 13.15 even though Guarantor is not specifically referenced in Section 13.15, and by accepting the benefits hereof, each Lender agrees that it will comply with Section 13.15 of the Loan Agreement); provided, however, Guarantor is not obligated to pay (i) gross up Taxes as contemplated by 13.15 of the Loan Agreement to the extent a Lender becomes a Lender without Borrower consent or (ii) duplicate Taxes if such Taxes are already paid by Guarantor pursuant to another provision of this Guaranty.

16.3

Attorneys' Fees and Expenses; Enforcement. If any attorney is engaged by Administrative Agent or any Lender to enforce or defend any provision of this Guaranty, with or without the filing of any legal action or proceeding, and including, without limitation, any fees and expenses incurred in any bankruptcy proceeding or in connection with any appeal of a lower court decision, then Guarantor shall promptly pay to Administrative Agent, for its benefit and the benefit of Lenders, upon demand, the amount of all reasonable attorneys' fees and expenses and all costs incurred in connection therewith, including all trial and appellate proceedings in any legal action, suit, bankruptcy or other proceeding, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance of the Note as specified therein; provided, however, notwithstanding the foregoing, Guarantor’s obligation to pay attorneys’ fees shall be limited to the reasonable fees, charges, and disbursements of (A) one external counsel for the Administrative Agent, (B) one external counsel for all of the Lenders, and (C) any local counsel and/or foreign counsel if appropriate in Administrative Agent’s reasonable discretion. Notwithstanding anything contained in this Guaranty to the contrary, (i) Administrative Agent shall act on behalf of all Lenders with respect to the enforcement of any and all rights and remedies of Administrative Agent and Lenders under this Guaranty and the other Loan Documents, and (ii) Guarantor shall not be responsible for any enforcement costs or expenses under this Section 17.3 in the event Guarantor is the prevailing party in any such action.

16.4

No Waiver. No previous waiver and no failure or delay by Administrative Agent or any Lender in acting with respect to the terms of the Note or this Guaranty shall constitute a waiver of any breach, default, or failure of condition under the Note or this Guaranty or the obligations secured thereby. A waiver of any term of the Note or this Guaranty or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

16.5

Loan Sales and Participation; Disclosure of Information. Subject to, and in accordance with, the terms and conditions of the Loan Agreement, Guarantor agrees that Lenders may elect, at any time, to sell, assign or grant participation in all or any portion of Lenders’ rights and obligations under the Loan Documents and this Guaranty, and that any such sale, assignment or participation may be to one or more financial institutions, private investors, and/or other entities ("Participant"). Guarantor further agrees that Lenders may disseminate (on a confidential basis) to any such actual or potential purchaser(s), assignee(s) or participant(s) all documents and information (including, without limitation, all financial information) which has been or is hereafter provided to or known to Lenders with respect to: (a) the Property and Improvements and their operation; (b) any party connected with the Loan including, without limitation, Borrower, any partner, shareholder, joint venturer, manager or member of Borrower, any constituent partner, shareholder, joint venturer, manager or member of Borrower, Guarantor, and any other guarantor); and/or (c) any lending relationship other than the Loan which Lenders may have with any party connected with the Loan. In the event of any such sale, assignment or participation, Lenders and the parties to such transaction shall share in the rights and obligations of Lenders as set forth in the Loan Documents only as and to the extent they agree among themselves. In connection with any such sale, assignment or participation, Guarantor further agrees that this Guaranty shall be sufficient evidence of the obligations of Guarantor to each purchaser, assignee, or participant, and upon written request by Lenders, Guarantor shall consent to such amendments or modifications to the Loan Documents as may be reasonably required in order to evidence any such sale, assignment or participation; provided, however, none of the foregoing shall increase any obligations or liabilities, or decrease any rights, of Guarantor.

Anything in this Guaranty to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Guaranty, including this Section, any Lender may at any

time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such lender from its obligations thereunder.

16.6

Waiver of Right to Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW, EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS OR OTHER RELATED DOCUMENTS (IN EACH CASE, AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY. THIS PROVISION IS A MATERIAL INDUCEMENT OF LENDERS TO MAKE THE LOAN TO BORROWER.

16.7

Severability. If any provision or obligation under this Guaranty shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from this Guaranty and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of this Guaranty.


16.8	Heirs, Successors and Assigns. Except as otherwise expressly provided under the terms and conditions herein, the terms of this Guaranty shall bind and inure to the benefit of the heirs, executors, administrators, nominees, successors and assigns of the parties hereto.


16.9	Time. Time is of the essence of each and every term herein.

16.10

Governing Law And Consent To Jurisdiction. This Guaranty and any claim, controversy or dispute arising under or related to this Guaranty, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the laws of New York without regard to any conflicts of law principles, except to the extent preempted by federal laws. Guarantor and all persons and entities in any manner obligated to Lenders under the Loan Documents or Other Related Documents consent to the jurisdiction of any federal or state court within New York having proper venue and also consent to service of process by any means authorized by New York or federal law.


16.11	Survival. This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Administrative Agent or any Lender under the Security Instrument or any of the other Loan Documents, including without limitation any foreclosure or deed in lieu thereof.


16.12	Joint and Several Liability. THE LIABILITY OF THE GUARANTOR HEREUNDER SHALL BE JOINT AND SEVERAL WITH THE BORROWER.


16.13	Headings. All article, section or other headings appearing in this Guaranty are for convenience of reference only and shall be disregarded in construing this Guaranty.


16.14	Defined Terms. Unless otherwise defined herein, capitalized terms used in this Guaranty shall have the meanings attributed to such terms in the Loan Agreement.


16.15	Rules Of Construction. The word "Borrower" as used herein shall include both the named Borrower and any other person at any time assuming or otherwise becoming primarily liable for all or any part

of the obligations of the named Borrower under the Note and the other Loan Documents. The term "person" as used herein shall include any individual, company, trust or other legal entity of any kind whatsoever. If this Guaranty is executed by more than one person, the term "Guarantor" shall include all such persons. The words “Administrative Agent” and "Lender" as used herein shall include Administrative Agent, and Lender and their respective successors, assigns and affiliates, as applicable.


16.16	Use Of Singular And Plural; Gender. When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.


16.17	Exhibits, Schedules And Riders. All exhibits, schedules, riders and other items attached hereto are incorporated into this Guaranty by such attachment for all purposes.

16.18

Integration; Interpretation. This Guaranty contains the entire agreement of the parties with respect to the matters contemplated hereby and supersedes all prior negotiations or agreements, written or oral. This Guaranty shall not be modified except by written instrument executed by all parties. Without limiting the waivers and authorizations set forth in Sections 7 and 8 of this Guaranty, such waivers and authorizations do not limit or affect any rights or obligations of Borrower under the Loan Documents.

16.19

Electronic Document Deliveries. Documents required to be delivered pursuant to the Loan Documents shall be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as xxx.Xxxxx.xxx <xxxx://xxx.Xxxxx.xxx> or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the Lender has not notified the Administrative Agent or Borrower that it cannot or does not want to receive electronic communications. The Administrative Agent or Guarantor may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Administrative Agent or Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, Guarantor shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Guarantor with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents. For avoidance of doubt, this provision doesn’t apply to any notices required to be delivered from Guarantor to Administrative Agent or a Lender or from Administrative Agent or a Lender to Guarantor pursuant to this Guaranty unless otherwise agreed to by Guarantor and Administrative Agent (provided, however, except as otherwise set forth in clause (B) above, the foregoing shall not limit Administrative Agent from delivering to Borrower or a Lender copies of any such notices by electronic communication and delivery in accordance with this Section 16.19 to the extent such notices are required to be delivered to a Borrower or Lender).

16.20

Limitation of Liability. Except to the extent any guaranteed obligations set forth herein are special, indirect, consequential or punitive damages, to the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Guaranty or any of the Loan Documents, or any of the transactions contemplated by this Guaranty, the Loan Agreement or any of the other Loan Documents.


16.21	Partner Exculpation. Notwithstanding anything hereinabove or in any of the other Loan Documents executed by Guarantor to the contrary, no constituent partner, shareholder or member in Guarantor

(referred to together with its successors and assigns as “Constituent Partners”) shall have any liability for any of Borrower’s or Guarantor’s indebtedness, representations, warranties, promises or any other matters whatsoever under this Guaranty or any of the other Loan Documents so long as such Constituent Partners are not Guarantor or Borrower.

[Signature Page to Follow]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date appearing on the first page of this Guaranty.

GUARANTOR:

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Authorized Signatory

SCHEDULE 1

COMPLIANCE CERTIFICATE

DATE:_______________

PNC Bank, National Association

000 Xxxx Xxx Xxxxxx Xxxxx 0000

Xxxx, Xxxxxxxx 00000

Attention: Xxxxx X. Xxxxxxxxxx

Loan #: _______________

Each of the Lenders party to the Loan

Agreement referred to below

RE: Loan Number ________ (“Loan”)

Ladies and Gentlemen:

Reference is made to (i) that certain Building Loan Agreement dated as of [August __], 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among TRG IMP LLC (“Borrower”), the financial institutions party thereto and their assignees under Section 13.13(c) thereof (“Lenders”), PNC Bank, National Association, as Administrative Agent (“Administrative Agent” and (ii) that certain Partial Repayment and Limited Guaranty dated as of [August__], 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) by The Taubman Realty Group Limited Partnership in favor of Administrative Agent for itself and for the benefit of Lenders. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Loan agreement.

Pursuant to Section 10 of the Guaranty, the undersigned hereby certifies to the Agent and the Lenders (not in his/her individual capacity but solely as an authorized signatory of the Guarantor) as follows:

(1) The undersigned is the Authorized Signatory of the Guarantor.

(2) The undersigned has, or has caused to be, examined the Guaranty and the books and records and consolidated financial condition of the Guarantor and its subsidiaries and has conducted such other examinations and investigations as are reasonably necessary to provide this Compliance Certificate.

(3) Attached hereto as Schedule 1 are reasonably detailed calculations and information demonstrating compliance by Guarantor with the financial covenants as set forth in Section 6.11(a) through (e) of the Taubman Credit Facility.

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

By: ____________________________

Name:__________________________

Title: Authorized Signatory

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PARTIAL REPAYMENT AND LIMITED GUARANTY (Secured Loan)

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