Common use of Annual Compliance Certificates Clause in Contracts

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (79) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each ------------------------------ delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the -------------- Borrower and the Company (the “"Annual Compliance Certificates” " and, ------------------------------ collectively with the Quarterly Compliance Certificates, the “"Compliance ---------- Certificates”"), signed by the Borrower’s 's and the Company’s 's respective ------------ Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower Company and its consolidated Subsidiaries, during for the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Company and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as in the Administrative Agent may reasonably request) form of Exhibit G --------- hereto for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX Sections 9.9, 9.11, 10.2, ------------------------- 10.3, 10.6, 10.7, 10.11, and X 10.12 hereof and, when applicable, that no ---------------------------------- Event of Default described in Section 11.1 exists, (3) a schedule of the ------------ Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, Total Adjusted EBITDA and (5) a schedule of Adjusted Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal yearNOI.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such 100 specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (79) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company in the form of EXHIBIT F hereto (the “Annual Compliance Certificates” "ANNUAL COMPLIANCE CERTIFICATES" and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”"COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower Company and its consolidated Subsidiaries, during for the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Company and/or the Borrower or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as in the Administrative Agent may reasonably request) form of EXHIBIT G hereto for the period then ended which demonstrate whether there has been compliance with the covenants and financial ratios set forth in Articles IX Sections 9.9, 9.11, 10.2, 10.6, 10.7, 10.11, and X 10.12 hereof and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, Total Adjusted EBITDA and (5) a schedule of Adjusted Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal yearNOI.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower and RMOP each shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s 's, RMOP's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower Company and its consolidated Subsidiaries, during for the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Company and/or the Borrower and/or RMOP or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as in the Administrative Agent may reasonably request) form of Exhibit G hereto for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX Sections 9.9, 9.11, 10.2, 10.6, 10.7, 10.11, and X 10.12 hereof and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s 's and RMOP's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, Total Adjusted EBITDA and (5) a schedule of Adjusted Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal yearNOI.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section SECTION 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “Annual Compliance Certificates” "ANNUAL COMPLIANCE CERTIFICATES" and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”"COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General PartnerPartners, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Partners and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Payment and Disbursement Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles ARTICLES IX and AND X and, when applicable, that no Event of Default described in Section SECTION 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested 110 by the Administrative Payment and Disbursement Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit EXHIBIT G attached hereto, evidencing compliance with each of the financial covenants set forth in Article ARTICLE X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of ------------------------------ any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver an Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower Company and its consolidated Subsidiaries, during for the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Company and/or the Borrower or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as in the Administrative Agent may reasonably request) form of Exhibit G hereto for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX Sections 9.9, 9.11, 10.1, 10.3, 10.6, 10.7, 10.11, and X 10.12 hereof and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, NOI for each Real Property and (5) a schedule of Unencumbered Combined EBITDAProjects in which Borrower owns, (6) calculationsdirectly or indirectly, 100% fee simple in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.SCHEDULE B.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower 91 and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b7.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated Consolidated and consolidating Consolidating financial condition of the General PartnerBorrower, the Borrower TMC and its their respective Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventevent as described in Section 3.1(d) of this Agreement, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower Borrower, TMC or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (in the form of Exhibit H, which sets forth the financial covenant calculation methodology used by the Borrower as of December 31, 2001 and which covenant calculation methodology will be used by the Borrower with respect to future compliance with the financial covenants set forth herein) and otherwise with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles VIII and IX and X and, when applicable, that no Event of Default described in Section 11.1 10.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, and (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance property sales and occupancy with respect to each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal yearReal Property.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b5.1(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “Annual Compliance Certificates” "ANNUAL COMPLIANCE CERTIFICATE" and, collectively with the Quarterly Compliance CertificatesCertificate, the “Compliance Certificates”"COMPLIANCE CERTIFICATES"), signed by the Borrower’s and the Company’s respective Authorized 's Financial OfficersOfficer, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions Transactions and consolidated and and, for so long as such statements are prepared in the ordinary course of business, consolidating financial condition of the General Partner, the Borrower Company and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of a Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower Company or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X Article VI and, when applicable, that no Event of Default described in Section 11.1 7.1 exists, (3) a schedule of the Borrower’s Company's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined Total Adjusted EBITDA, (5) a schedule of Adjusted Unencumbered Combined EBITDANOI, and (6) calculations, in the form of Exhibit G EXHIBIT F attached hereto, evidencing compliance with each of the financial covenants set forth in Article X VI hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower Borrowers shall deliver Officer’s Certificates of the Borrower Borrowers and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s Borrowers’ and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower Borrowers and its their Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower Borrowers or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X (and, during the Covenant Waiver Period, reasonably detailed calculations of the financial covenants contained in Sections 10.1(a)(i) and 10.1(a)(ii) (in each case calculated pursuant to such provisions as to be in effect after the Covenant Waiver Period)) and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s Borrowers’ outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (79) a schedule of the estimated taxable income of the Borrower Borrowers for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General PartnerPartners, the Borrower and its SubsidiariesSubsid iaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting ac counting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default De fault or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof there of and what action the General Partner Partners and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as the Administrative Payment and Disbursement Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described de scribed in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding 's out standing Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Payment and Disbursement Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated estimat ed taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b5.01(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” Certificate" and, collectively with the Quarterly Compliance CertificatesCertificate, the “"Compliance Certificates”"), signed by the Borrower’s and the Company’s respective Authorized 's Financial OfficersOfficer, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and and, for so long as such statements are prepared in the ordinary course of business, consolidating financial condition of the General Partner, the Borrower Company and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such 58 52 officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of a Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower Company or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X Article VI and, when applicable, that no Event of Default described in Section 11.1 7.01 exists, (3) a schedule of the Borrower’s Company's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined Total Adjusted EBITDA, (5) a schedule of Adjusted Unencumbered Combined EBITDANOI, and (6) calculations, in the form of Exhibit G EXHIBIT H attached hereto, evidencing compliance with each of the financial covenants set forth in Article X VI hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each ------------------------------ delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b), the -------------- Borrower and the Credit Party shall deliver Officer’s 's Certificates of the Borrower and the Company Credit Party, respectively (the “"Annual Compliance ----------------- Certificates” " and, collectively with the Quarterly Compliance Certificates, the “------------ "Compliance Certificates”"), signed by the Borrower’s and the Company’s 's or Credit Party's ----------------------- respective Authorized Financial Officers, setting forth, representing and certifying (A) that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated Consolidated and consolidating Consolidating financial condition of the General Partner, the Borrower or Credit Party and its Subsidiaries, as the case may be, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventevent as described in Section 4.1(d) of this Agreement, or, -------------- if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or Credit Party or any of its Subsidiaries Subsidiaries, as the case may be, has taken, is taking and proposes to take with respect thereto, ; (2B) the calculations (in the form of Exhibit G and --------- otherwise with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when ----------------- applicable, that no Event of Default described in Section 11.1 exists, (3C) a ------------ schedule of the Borrower’s 's or Credit Party's and its Subsidiaries', as the case may be, outstanding Indebtedness for borrowed money, including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4D) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7E) a schedule of the estimated taxable income of the Borrower or the Credit Party and its Subsidiaries, as the case may be, for such fiscal year, (F) a statement of net operating income and schedule of tenant sales and occupancy with respect to each Real Property, (G) pro forma statements of operations (including, without limitation, projections of net operating income and interest expense for each Real Property) and sources and uses of capital for the next 24 months of the operations of the Credit Party, together with a capital plan for such 24 month period, all in form, content and detail reasonably acceptable to the Administrative Agent, and (I) such other information and reports as the Administrative Agent may reasonably request.

Annual Compliance Certificates. Together with each delivery of ------------------------------ any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the -------------- Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly ------------------------------ Compliance Certificates, the “"Compliance Certificates”"), signed by the ----------------------- Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General PartnerPartners, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Partners and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no ----------------- Event of Default described in Section 11.1 exists, (3) a schedule of the ------------ Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, --------- and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General PartnerPartners, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Partners and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Payment and Disbursement Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Payment and Disbursement Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers, setting forth, representing and certifying (A) that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated Consolidated and consolidating Consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventevent as described in Section 4.1(d) of this Agreement, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2B) the calculations (in the form of Exhibit G and otherwise with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3C) a schedule of the Borrower’s 's outstanding Indebtedness for borrowed money, including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4D) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7E) a schedule of the estimated taxable income of the Borrower for such fiscal year, (F) a statement of net operating income and schedule of tenant sales and occupancy with respect to each Real Property, (G) pro forma statements of operations (including, without limitation, projections of net operating income and interest expense for each Real Property) and sources and uses of capital for the next 24 months of the operations of GGP, Inc. and the Borrower, together with a capital plan for such 24 month period, all in form, content and detail reasonably acceptable to the Administrative Agent, and (I) such other information and reports as the Administrative Agent may reasonably request.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s and the Company’s respective 's Authorized Financial OfficersOfficer, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, Subsidiaries (including all Qualified Borrowers) during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries (including all Qualified Borrowers) has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, Agent and (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b7.2(b), the Borrower shall deliver an Officer’s Certificates Certificate of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by an Authorized Financial Officer of the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) that the officer Authorized Financial Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated Consolidated and consolidating Consolidating financial condition of the General PartnerBorrower, the Borrower TMC and its their respective Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventevent as described in Section 3.1(d) of this Agreement, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower Borrower, TMC or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (in the form of Schedule 7.2, hereto or otherwise with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles VIII and IX and X and, when applicable, that no Event of Default described in Section 11.1 10.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, maturity and interest rate and amortization requirementsrate, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, and (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance property sales and occupancy with respect to each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal yearReal Property.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) calculations, in the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants and financial ratios set forth in Articles IX and Article X hereof and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculationsa schedule of Mall EBITDA, in the form (7) a schedule of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofStrip Center EBITDA, and (7) 8) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower Borrowers shall deliver Officer’s 's Certificates of the Borrower Borrowers and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s Borrowers' and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower Borrowers and its their Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower Borrowers or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s Borrowers' outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (79) a schedule of the estimated taxable income of the Borrower Borrowers for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section SECTION 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “Annual Compliance Certificates” "ANNUAL COMPLIANCE CERTIFICATES" and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”"COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Payment and Disbursement Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles ARTICLES IX and AND X and, when applicable, that no Event of Default described in Section SECTION 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Payment and Disbursement Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit EXHIBIT G attached hereto, evidencing compliance with each of the financial covenants set forth in Article ARTICLE X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section SECTION 8.2(b), the Borrower shall deliver an Officer’s Certificates 's Certificate of the Borrower and the Company (the “Annual Compliance Certificates” "ANNUAL COMPLIANCE CERTIFICATE" and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”"COMPLIANCE CERTIFICATES"), signed by the Borrower’s and the Company’s respective 's Authorized Financial OfficersOfficer, setting forth, representing and certifying (A) that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated Consolidated and consolidating Consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at 57 the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventevent as described in SECTION 4.1(d) of this Agreement, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2B) the calculations (in the form of EXHIBIT G and otherwise with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles ARTICLES IX and AND X and, when applicable, that no Event of Default described in Section SECTION 11.1 exists, (3C) a schedule of the Borrower’s 's outstanding Indebtedness for borrowed money, including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness Indebtedness, which information is material to the Loan, as may be reasonably requested by the Administrative Agent, (4D) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7E) a schedule of the estimated taxable income of the Borrower for such fiscal year, (F) if requested by the Administrative Agent or the Requisite Lenders, a statement of net operating income and schedule of tenant sales and occupancy with respect to each Real Property, (G) if requested by Administrative Agent, pro forma statements of operations (including, without limitation, projections of net operating income and interest expense for each Real Property) and sources and uses of capital for the next 24 months of the operations of GGP, Inc. and the Borrower, together with a capital plan for such 24 month period, all in form, content and detail reasonably acceptable to the Administrative Agent, and (H) such other information and reports which are material to the Loan as the Administrative Agent may reasonably request.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General PartnerPartners, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory 70 72 prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Partners and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit EXHIBIT G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses CLAUSES (i) and (ii) of this Section 8.2(bSECTION 7.2(b), the Borrower shall deliver Officer’s 's Certificates of Borrower in the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”)form attached hereto as EXHIBIT D, signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers, representing and certifying certifying: (A) that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its the Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of or any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if it any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries Subsidiary has taken, is taking and proposes to take with respect thereto, ; (2B) the calculations (with such specificity as the Administrative Agent may reasonably reasonable request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX SECTIONS 8 and X 9 and, when applicable, that no of Event of Default described in Section 11.1 SECTION 10.1 exists, ; (3C) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, ; (4D) a schedule of Combined EBITDA, ; (5) a schedule of Unencumbered Combined EBITDA, (6E) calculations, in the form of Exhibit G EXHIBIT E attached hereto, evidencing compliance with each of the financial covenants set forth in Article X SECTION 9 hereof, and ; (7F) a schedule of the estimated taxable income of the Borrower for such fiscal year; (G) a schedule of all Capital Expenditures for such fiscal year together with a budget of planned Capital Expenditures for the fiscal year immediately following such fiscal year; and (H) a rent roll, tenant sales report and income statement with respect to any Real Property owned in whole or in part by any of the Consolidated Businesses.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section SECTION 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “Annual Compliance Certificates” "ANNUAL COMPLIANCE CERTIFICATES" and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”"COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General PartnerPartners, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Partners and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles ARTICLES IX and X and, when applicable, that no Event of Default described in Section SECTION 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit EXHIBIT G attached hereto, evidencing compliance with each of the financial covenants set forth in Article ARTICLE X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b5.1(b), the Borrower shall deliver an Officer’s Certificates 's Certificate of the Borrower and the Company (the “Annual Compliance Certificates” "ANNUAL COMPLIANCE CERTIFICATE" and, collectively with the Quarterly Compliance CertificatesCertificate, the “Compliance Certificates”"COMPLIANCE CERTIFICATES"), signed by the Borrower’s and Company's Financial Officer, substantially in the Company’s respective Authorized Financial Officersform of EXHIBIT H hereto, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions Transactions and consolidated and and, for so long as such statements are prepared in the ordinary course of business, consolidating financial condition of the General Partner, the Borrower Company and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of a Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower Company or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X Article VI and, when applicable, that no Event of Default described in Section 11.1 7.1 exists, (3) a schedule of the Borrower’s Company's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined Adjusted Total EBITDA, (5) a schedule of Adjusted Unencumbered Combined Total EBITDA, and (6) calculations, in the form of Exhibit G EXHIBIT F attached hereto, evidencing compliance with each of the financial covenants set forth in Article X VI hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively collec­tively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing repre­senting and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated consoli­dated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate demon­strate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including includ­ing the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculationscalcula­tions, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable tax­able income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of 80 Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event<Mandatory Prepayment Event>, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X <(and, during the Covenant Waiver Period, reasonably detailed calculations of the financial covenants contained in Sections 10.1(a)(i), 10.1(a)(ii) and 10.12(e) (in each case calculated pursuant to such provisions as to be in effect after the Covenant Waiver Period)) >and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (79) a schedule of the estimated taxable income of the Borrower for such fiscal year.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Quarter- ly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan DocumentsDocu- ments, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions transac- tions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting ac- counting period, and that such officer does not have knowledge knowl- edge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries Subsid- iaries has taken, is taking and proposes to take with respect re- spect thereto, ; (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information infor- mation regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (76) a schedule of the estimated esti- mated taxable income of the Borrower for such fiscal year, (7) a schedule of all Capital Expenditures for such fiscal year together with a budget of planned Capital Expenditures for the fiscal year immediately following such fiscal year and (8) a rent roll, tenant sales report and income state- ment with respect to any Real Property owned in whole or in part by any of the Consolidated Businesses.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers, setting forth, representing and certifying (A) that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated Consolidated and consolidating Consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventevent as described in Section 4.1(c) of this Agreement, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2B) the calculations (in the form of Exhibit E and otherwise with such specificity as the Administrative Agent Co-Agents may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3C) a schedule of the Borrower’s 's outstanding Indebtedness for borrowed money including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative AgentCo-Agents, (4D) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7E) a schedule of the estimated taxable income of the Borrower for such fiscal year, (F) a statement of net operating income and a schedule of tenant sales and occupancy with respect to each Real Property, (G) pro forma statements of operations (including, without limitation, projections of net operating income and interest expense for each Real Property) and sources and uses of capital for the next 24 months of the operations of GGP, Inc. and the Borrower, together with a capital plan for such 24 month period, all in form, content and detail reasonably acceptable to the Co-Agents, and (H) such other information and reports as either Co-Agent may reasonably request.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(bSECTION 7.2(b), the Borrower shall deliver an Officer’s Certificates 's Certificate of the Borrower and the Company (the “Annual Compliance Certificates” "ANNUAL COMPLIANCE CERTIFICATES" and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”"COMPLIANCE CERTIFICATES"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated Consolidated and consolidating Consolidating financial condition of the General PartnerBorrower, the Borrower TMC and its their respective Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventevent as described in SECTION 3.1(d) of this Agreement, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower Borrower, TMC or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (in the form of EXHIBIT H, which sets forth the financial covenant calculation methodology used by the Borrower as of December 31, 2002 and which covenant calculation methodology will be used by the Borrower with respect to future compliance with the financial covenants set forth herein) and otherwise with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles ARTICLES VIII and IX and X and, when applicable, that no Event of Default described in Section 11.1 SECTION 10.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, maturity and interest rate and amortization requirementsrate, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, and (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance property sales and occupancy with respect to each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal yearReal Property.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b5.1(b), the Borrower shall deliver an Officer’s Certificates Certificate of the Borrower and the Company (the “Annual Compliance CertificatesCertificate” and, collectively with the Quarterly Compliance CertificatesCertificate, the “Compliance Certificates”), signed by a Financial Officer of the Borrower’s and , substantially in the Company’s respective Authorized Financial Officersform of Exhibit I hereto, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions Transactions and consolidated and and, for so long as such statements are prepared in the ordinary course of business, consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of a Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as calculations, in the Administrative Agent may reasonably request) form of Exhibit G attached hereto, for the period then ended which demonstrate whether there has been compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 existsArticle VI, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, and (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income Adjusted EBITDA of the Borrower and its Subsidiaries for such the fiscal yearquarter most recently ended and for the period of the four immediately preceding fiscal quarters then ended.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s 's Certificates of the Borrower and the Company in the form of Exhibit F hereto (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers, representing and certifying that (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower Company and its consolidated Subsidiaries, during for the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Company and/or the Borrower or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as in the Administrative Agent may reasonably request) form of Exhibit G hereto for the period then ended which demonstrate whether there has been compliance with the covenants and financial ratios set forth in Articles IX Sections 9.9, 9.11, 10.2, 10.6, 10.7, 10.11, and X 10.12 hereof and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s 's outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, Total Adjusted EBITDA and (5) a schedule of Adjusted Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal yearNOI.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses clause (i) and (ii) of this Section 8.2(b), the Borrower shall deliver an Officer’s Certificates 's Certificate of the Borrower and the Company (the “"Annual Compliance Certificates” Certificate" and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed by the Borrower’s and the Company’s respective 's Authorized Financial OfficersOfficer, setting forth, representing and certifying (A) that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated Consolidated and consolidating Consolidating financial condition of the General Partner, the Borrower Loan Party and its their Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventevent as described in Section 4.1(d) of this Agreement, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2B) the calculations (in the form of Exhibit G and otherwise with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3C) a schedule of the Borrower’s Loan Party's outstanding Indebtedness for borrowed money, including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness Indebtedness, which information is material to the Loan, as may be reasonably requested by the Administrative Agent, (4D) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7E) a schedule of the estimated taxable income of the Borrower Loan Party for such fiscal year, (F) if requested by the Administrative Agent or the Requisite Lenders, a statement of net operating income and schedule of tenant sales and occupancy with respect to each Real Property, (G) pro forma statements of operations (including, without limitation, projections of net operating income and interest expense for each Real Property) and sources and uses of capital for the next 24 months of the operations of GGP, Inc. and the Loan Party, together with a capital plan for such 24 month period, all in form, content and detail reasonably acceptable to the Administrative Agent, and (H) such other information and reports which are material to the Loan as the Administrative Agent may reasonably request.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses paragraph (i) and (ii) of this Section 8.2(b), the Borrower and VANTAS each shall deliver Officer’s 's Certificates of the Borrower and the Company VANTAS, as applicable (the “"Annual Compliance Certificates” " and, collectively with the Quarterly Compliance Certificates, the “"Compliance Certificates”"), signed signed, as applicable, by the Borrower’s 's and the Company’s VANTAS's respective Authorized Financial Officers, and audited by Ernst & Young LLP or other independent certified public accountants acceptable to the Administrative Agent (it being understood that any "Big Six" certified public accountants are acceptable to the Administrative Agent), representing and certifying that (1) that the officer Authorized Financial Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General PartnerBorrower or VANTAS, as the Borrower case may be, and its their Consolidated Subsidiaries, during for the accounting period fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such accounting periodfiscal quarter, and that such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner Borrower and/or the Borrower VANTAS or any of its their Subsidiaries has taken, is taking and proposes to take with respect thereto, ; (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s such entity's outstanding Indebtedness Indebtedness, including the amount, maturity, interest rate and rate, amortization requirements, security and prepayment terms, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (43) in the case of the Borrower, (a) the calculations in the form set forth on EXHIBIT G hereto for the period then ended which demonstrate compliance with the financial ratio set forth in Section 10.11(b) hereof, (b) a schedule detailing the Net Income for each of Combined EBITDAthe Borrower's Subsidiaries and Minority Holdings, and (c) when applicable, that no Event of Default described in Section 11.1 exists, (4) in the case of VANTAS, (a) the calculations in the form set forth on EXHIBIT G hereto for the period then ended which demonstrate compliance with the financial ratio set forth in Section 10.11(c) hereof, (b) a schedule detailing the operating and capital budgets of VANTAS, (c) a schedule detailing Net Income, occupancies, reserves and expenses and complete overhead for each Property owned by VANTAS, (d) the detailed calculations for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Sections 7 and 8 of the Paribas Credit Agreement, (e) when applicable, that no Event of Default described in Section 11.1 exists, and (f) that none of the events described in Section 4.1(c)(i), (iii), (iv) or (v) hereof has occurred, (5) in the case of OSA, that attached thereto are true, correct and complete copies of (a) a schedule detailing the operating and capital budgets of Unencumbered Combined EBITDAOSA, and (b) a schedule detailing the net income of OSA in detail reasonably acceptable to the Administrative Agent, as the same shall be been delivered to the Borrower, (6) calculations, in the form case of Exhibit G attached heretoVantacq, evidencing (a) the detailed calculations for the period then ended which demonstrate compliance with each all financial covenants and ratios set forth under the Vantacq Loan Documents, (b) that no event of default has occurred under the Vantacq Loan Documents, (c) that none of the financial covenants events set forth in Article X Section 4.1(c) hereof, as such events relate to Vantacq, has occurred, and (d) that the interest payments under the Vantacq Loan Documents were made on the Vantacq Payment Date I or Vantacq Payment Date II, as the case may be, or that the Vantacq Interest Reserve Amount or the Additional Vantacq Interest Reserve Amount, as the case may be, has been deposited in the Vantacq Interest Reserve Account and attaching evidence thereof reasonably satisfactory to the Administrative Agent, and (7) a schedule copies of minutes of meetings of the estimated taxable income Board of the Borrower for Directors of such fiscal yearentity, certified true, correct and complete by an authorized officer of such entity.

Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment eventeventMandatory Prepayment Event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X (and, during the Covenant Waiver Period, reasonably detailed calculations of the financial covenants contained in Sections 10.1(a)(i), 10.1(a)(ii) and 10.12(e) (in each case calculated pursuant to such provisions as to be in effect after the Covenant Waiver Period)) and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (79) a schedule of the estimated taxable income of the Borrower for such fiscal year.