Borrower Uses in Amendment to Exhibit E (Form of Compliance Certificate Clause

Amendment to Exhibit E (Form of Compliance Certificate from Term Loan Agreement

This AMENDMENT NO. 1 TO TERM LOAN AGREEMENT, (this "Amendment No. 1"), dated as of November 20, 2014 (the "Amendment Effective Date"), is by and among THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a limited partnership organized and existing under the laws of the State of Delaware ("Borrower"), JPMORGAN CHASE BANK, N.A., as agent for the Lenders defined below (in such capacity, together with its successors in such capacity, "Administrative Agent"), JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto, each a "Lender" and collectively, the "Lenders"). Reference is made to that certain Term Loan Agreement, dated as of November 12, 2013, by and among the Borrower, the Lenders referenced therein and the Administrative Agent (such agreement, the "Loan Agreement"). Capitalized terms used herein without definition shall have the same meanings as set forth in the Loan Agreement, as amended

Amendment to Exhibit E (Form of Compliance Certificate. Exhibit E to the Loan Agreement is amended by deleting the amount "$800,000,000" in paragraph (7)(f) thereof and substituting the amount "$1,200,000,000" in place thereof.SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE BORROWERIn order to induce the Lenders and the Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants to each Lender and the Administrative Agent that the following statements are true, correct and complete: