Common use of Quarterly Compliance Certificates Clause in Contracts

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company in the form of EXHIBIT F hereto (the “Quarterly Compliance Certificates”"QUARTERLY COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower Company and its Consolidated Subsidiaries, during for the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 Total Adjusted EBITDA, and (5) a schedule of Adjusted Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofNOI.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower Borrower, RMOP and RMOP each shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s 's, RMOP's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower Company and its Consolidated Subsidiaries, during for the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 Total Adjusted EBITDA, and (5) a schedule of Adjusted Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofNOI.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, and (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company in the form of EXHIBIT F hereto (the “Quarterly Compliance Certificates”"QUARTERLY COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower Company and its Consolidated Subsidiaries, during for the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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, 10.2, 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 Total Adjusted EBITDA, and (5) a schedule of Adjusted Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofNOI.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.27.2, the Borrower shall deliver appropriate Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company 's Certificates (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 CompanyBorrower, the Borrower TMC and its their respective Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 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 changes, if any, in 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, since the last date on which such a schedule was submitted, and (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower Borrower, VANTAS and Vantacq each shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower Borrower, VANTAS and the Company Vantacq, respectively (the “"Quarterly Compliance Certificates”"), signed signed, as applicable, by the Borrower’s 's, VANTAS's and the Company’s Vantacq's respective Authorized Financial Officers representing and certifying (1) that the 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 CompanyBorrower, VANTAS or Vantacq, as the Borrower case may be, and its their Consolidated Subsidiaries, during for the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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, VANTAS and/or the Borrower Vantacq 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, 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) and (c) 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) a schedule detailing the operating and capital budgets of VANTAS, (b) a schedule detailing Net Income, occupancies, reserves and expenses and complete overhead for each Property owned by VANTAS, (c) 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, (d) when applicable, that no Event of Default described in Section 11.1 exists, and (e) 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) copies of minutes of meetings of the Board of Directors of such entity, certified true, correct and complete by an authorized officer of such entity.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph paragraphparagraphs (a)(i) and (a)(ii) of this Section 8.2, the Borrower Borrowers shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of each of the Borrower Borrowers and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s Borrowers’ and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower Borrowers and its their Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (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.hereof and, if applicable, (9) an updated Schedule 7.1-C.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver an Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificate of the Borrower and the Company (the “"Quarterly Compliance 50 Certificates”"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers setting forth, representing and certifying (1A) that the 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 financial condition of the Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 hereto 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 changes, if any, in the Borrower’s 's outstanding IndebtednessIndebtedness 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, since the last date on which such a schedule was submitted, (4D) a schedule of Combined EBITDA, (5E) a schedule of Unencumbered Combined EBITDAeach bankruptcy or cessation of operations of any tenant to which greater than 5% of the Borrower's share of consolidated minimum rent is attributable, of which bankruptcy or cessation of operations the Borrower obtained knowledge since the last date on which such a schedule was submitted, together with such other information reasonably satisfactory to the Co-Agents as to the square footage and total rent payable by any such tenants of any such Real Properties and (6F) calculations, in such other information and reports as the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofAdministrative Agent may reasonably request.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.25.1, an Officer's Certificate of the Borrower shall deliver Officer’s CertificatesCompany (the "QUARTERLY COMPLIANCE CERTIFICATES"), signed by a Financial Officer of the Company, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”)EXHIBIT H hereto, signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the Authorized Financial Officer of the Company signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made 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 Company, the Borrower Company and its Subsidiaries, Subsidiaries during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 hereofVI.

Quarterly Compliance Certificates. Together with each delivery --------------------------------- of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower Borrower, shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower Company and its Consolidated Subsidiaries, during for the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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, and (6) calculationsdirectly or indirectly, 100% fee simple in the form of Exhibit G attached SCHEDULE B hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (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.hereof and, if applicable, (9) an updated Schedule 7.1-C.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph CLAUSE (a)(ia) (i) of this Section 8.2SECTION 7.2, the Borrower shall deliver Officer’s Certificates, substantially 's Certificates of Borrower in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”)as EXHIBIT D, signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers representing and certifying certifying: (1A) that the 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 Company, the Borrower and its the Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 Subsidiary has taken, is taking and proposes to take with respect thereto, ; (2B) 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 SECTIONS 8 and X 9 and, when applicable, that no 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, and (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; (F) a schedule of the estimated taxable income of Borrower for such fiscal quarter; (G) a schedule of all tenant bankruptcies filed or continuing and an aging of account receivables for such fiscal year; and (H) a rent roll, tenant sales report and income statement (if such sales report and income statement are available to Borrower) with respect to any Real Property owned in whole or in part by any of the Consolidated Businesses.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver an Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificate of the Borrower and the Company (the “"Quarterly Compliance Certificates”Certificate"), signed by the Borrower’s and the Company’s respective 's Authorized Financial Officers Officer setting forth, representing and certifying (1A) that the 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 Company, the Borrower Loan Party and its their Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 hereto 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 changes, if any, in the Borrower’s Loan Party's outstanding IndebtednessIndebtedness 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, since the last date on which such a schedule was submitted, (4D) a schedule of Combined EBITDA, (5E) a schedule of Unencumbered Combined EBITDAeach bankruptcy or cessation of operations of any tenant to which greater than 5% of the Borrower's share of consolidated minimum rent is attributable, of which bankruptcy or cessation of operations the Loan Party obtained knowledge since the last date on which such a schedule was submitted, and (6F) calculations, in such other information and reports which are material to the form of Exhibit G attached hereto, evidencing compliance Loan (including with each of respect to matters which would reasonably be expected to have a Material Adverse Effect) as the financial covenants set forth in Article X hereofAdministrative Agent may reasonably request.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying that (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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, and (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 quarter.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section SECTION 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “Quarterly Compliance Certificates”"QUARTERLY COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 by the Administrative Payment and Disbursement Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.107

Quarterly Compliance Certificates. Together with each --------------------------------- delivery of any quarterly report pursuant to paragraph (a)(i) of this Section ------- 8.2, the Borrower Credit Party shall deliver an Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificate of the Borrower and the Company Credit Party --- (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s and the Company’s Credit Party's --------------------------------- respective Authorized Financial Officers setting forth, representing and certifying (1A) that the 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 Company, the Borrower Credit Party and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 Credit Party 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 hereto 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 changes, if any, in the Borrower’s ------------ Credit Party's outstanding IndebtednessIndebtedness 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, since the last date on which such a schedule was submitted, (4D) a schedule of Combined EBITDA, (5E) a schedule of Unencumbered Combined EBITDAeach bankruptcy or cessation of operations of any tenant to which greater than 5% of the Credit Party's share of consolidated minimum rent is attributable, of which bankruptcy or cessation of operations the Credit Party obtained knowledge since the last date on which such a schedule was submitted, and (6F) calculations, in such other information and reports as the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofAdministrative Agent may reasonably request.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (6) calculationsa schedule of Mall EBITDA, in the form and (7) a schedule of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofStrip Center EBITDA.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (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.hereof and, if applicable, (9) an updated Schedule 7.1-(C). DB3/376865415.8

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section SECTION 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “Quarterly Compliance Certificates”"QUARTERLY COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 86 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, and (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 quarter.

Quarterly Compliance Certificates. Together To­gether with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto Certificates of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 consolidat­ing financial condition of the Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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 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, and (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 quarter.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph paragraphs (a)(i) and (ii) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (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.hereof and (9) an updated Schedule 7.1-C.

Quarterly Compliance Certificates. Together The Loan Parties shall deliver to the Agent, with a copy for each Lender a Quarterly Compliance Certificate in substantially the form set forth as Exhibit F, duly completed and signed by a Responsible Officer of the Parent not later than five business days after the delivery of any quarterly report pursuant the financial statements referred to paragraph in subsections (a)(ia) and (b) of this Section 8.26.01. The Quarterly Compliance Certificate will state, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto among other reasonable items: (i) that as of the Borrower date thereof no Event of Default or Potential Default has occurred and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the Authorized Financial Officer signatory thereto has reviewed the terms of the Loan Documents, and has madeis continuing or exists, 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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 if an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed has occurred and is continuing or exists, and specifying in detail the nature and period of existence thereof and what any action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect theretothereto taken or contemplated to be taken by the Loan Parties and (ii) in reasonable detail the information and calculations necessary to establish compliance with the provisions of Sections 7.02 and 7.03 hereof and (iii) in reasonable detail the information and calculations necessary to determine the Applicable Tier. If the Parent is required to file annual and quarterly reports pursuant to applicable SEC rules and regulations, the Parent has filed with the SEC the relevant annual or quarterly report referenced in such Quarterly Compliance Certificate and such report is publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval (2“EXXXX”) system, then the calculations (with Borrowers shall not be required to furnish a hard copy of such specificity as annual or quarterly report to the Administrative Agent may reasonably request) and the Lenders. The Administrative Agent and the Lenders are hereby authorized to access the EXXXX system for purposes of retrieving the period then ended which demonstrate compliance financial information so filed. If the Parent does not intend to file its annual and quarterly reports with the covenants and financial ratios set forth SEC in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule electronic form pursuant to Regulation S-T of the BorrowerSEC using the EXXXX system, the Borrowers shall notify the Agent and the Lenders in the manner prescribed herein of each such annual and quarterly filing. Neither the Administrative Agent nor any Lender shall have any duty to search for or obtain any electronic or other filings that the Parent makes with the SEC, regardless of whether such filings are periodic, supplemental or otherwise. The Agent’s outstanding Indebtednessand the Lenders’ receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the amount, maturity, interest rate and amortization requirementsBorrowers’ compliance with any of the covenants hereunder, as well as such other information regarding such Indebtedness as may be reasonably requested by to which the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, Agent and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofLenders are entitled to rely upon Quarterly Compliance Certificates.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.25.1, the Borrower shall deliver an Officer’s Certificates, substantially in the form of Exhibit F attached hereto Certificate of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by a Financial Officer of the Borrower’s and , substantially in the Company’s respective Authorized Financial Officers form of Exhibit I hereto, representing and certifying (1) that the Authorized Financial Officer of the Borrower signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made made, under his/her supervision, a review in reasonable detail of the transactions Transactions and consolidated consolidated, and consolidating for so long as such statements are prepared in the ordinary course of business, consolidating, financial condition of the Company, the Borrower and its Subsidiaries, Subsidiaries during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each Adjusted EBITDA of the financial covenants set forth in Article X hereofBorrower and its Subsidiaries for the fiscal quarter most recently ended and for the period of the four immediately preceding fiscal quarters then ended.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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, and (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 quarter.

Quarterly Compliance Certificates. Together with each delivery --------------------------------- of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the ----------- Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s 's and the --------------------------------- Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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, and (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 quarter.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2SECTION 7.2, the Borrower shall deliver appropriate an Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company 's Certificate (the “Quarterly Compliance Certificates”"QUARTERLY COMPLIANCE CERTIFICATES"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 CompanyBorrower, the Borrower TMC and its their respective Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 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 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 changes, if any, in the Borrower’s 's outstanding Indebtedness, including the amount, 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, since the last date on which such a schedule was submitted, and (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph paragraphs (a)(i) and (ii) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (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.hereof and (9) an updated Schedule 7.1-C.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “Quarterly "Quar- terly Compliance Certificates”"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the Authorized Financial Officer signatory signa- tory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervisionsupervi- sion, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 calcula- tions (with such specificity as the Administrative Agent may reasonably requestre- quest) for the period then ended which demonstrate compliance compli- ance 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 requirementsrequire- ments, 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, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, (6) a schedule of the estimated taxable income of the Borrower for such fiscal quarter and (7) a rent roll, tenant sales report and income statement (if such sales report and income statement are available to the Borrower) with respect to any Real Property owned in whole or in part by any of the Consolidated Businesses.

Quarterly Compliance Certificates. Together The Loan Parties shall deliver to the Agent, with a copy for each Lender a Quarterly Compliance Certificate in substantially the form set forth as Exhibit E, duly completed and signed by a Responsible Officer of the Borrower not later than five Business Days after the delivery of any quarterly report pursuant the financial statements referred to paragraph in subsections (a)(ia) and (b) of this Section 8.26.01. The Quarterly Compliance Certificate will state, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto among other reasonable items: (i) that as of the Borrower date thereof no Event of Default or Potential Default has occurred and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the Authorized Financial Officer signatory thereto has reviewed the terms of the Loan Documents, and has madeis continuing or exists, 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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 if an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed has occurred and is continuing or exists, and specifying in detail the nature and period of existence thereof and what any action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, thereto taken or contemplated to be taken by the Loan Parties and (2ii) in reasonable detail the information and calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate necessary to establish compliance with the covenants provisions of Sections 7.02 and 7.03 hereof and (iii) in reasonable detail the information and calculations necessary to determine the Applicable Tier. The Loan Parties shall include in each Quarterly Compliance Certificate furnished under this Section 6.01(d) the aggregate amount of Joint Venture Investments as of the last day of the relevant fiscal quarter, calculated in accordance, and showing compliance, with Section 7.08(c). If the Borrower is required to file annual and quarterly reports pursuant to applicable SEC rules and regulations, the Borrower has filed with the SEC the relevant annual or quarterly report referenced in such Quarterly Compliance Certificate and such report is publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system, or any similar successor system (“XXXXX”), then the Borrower shall not be required to furnish a hard copy of such annual or quarterly report to the Agent and the Lenders. The Agent and the Lenders are hereby authorized to access the XXXXX system for purposes of retrieving the financial ratios set forth information so filed. If the Borrower does not intend to file its annual and quarterly reports with the SEC in Articles IX electronic form using XXXXX, the Borrower shall notify the Agent and X andthe Lenders in the manner prescribed herein of each such annual and quarterly filing. Neither the Agent nor any Lender shall have any duty to search for or obtain any electronic or other filings that the Borrower makes with the SEC, when applicableregardless of whether such filings are periodic, that no Event supplemental or otherwise. The Agent’s and the Lenders’ receipt of Default described in Section 11.1 existssuch reports, (3) a schedule information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Borrower’s outstanding Indebtedness, including compliance with any of the amount, maturity, interest rate and amortization requirementscovenants hereunder, as well as such other information regarding such Indebtedness as may be reasonably requested by to which the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, Agent and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofLenders are entitled to rely upon Quarterly Compliance Certificates.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.25.1, the Borrower shall deliver an Officer’s Certificates, substantially in the form 's Certificate of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”"QUARTERLY COMPLIANCE CERTIFICATES"), signed by a Financial Officer of the Borrower’s and the Company’s respective Authorized Financial Officers Company representing and certifying (1) that the Authorized Financial Officer of the Company signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made 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 Company, the Borrower Company and its Subsidiaries, Subsidiaries during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 Company of 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 hereofVI.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section SECTION 8.2, the Borrower shall deliver an Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificate of the Borrower and the Company (the “Quarterly Compliance Certificates”"QUARTERLY COMPLIANCE CERTIFICATE"), signed by the Borrower’s and the Company’s respective 's Authorized Financial Officers Officer setting forth, representing and certifying (1A) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 hereto 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 changes, if any, in the Borrower’s 's outstanding IndebtednessIndebtedness 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, since the last date on which such a schedule was submitted, (4D) a schedule of Combined EBITDA, (5E) a schedule of Unencumbered Combined EBITDAeach bankruptcy or cessation of operations of any tenant to which greater than 5% of the Borrower's share of consolidated minimum rent is attributable, of which bankruptcy or cessation of operations the Borrower obtained knowledge since the last date on which such a schedule was submitted, and (6F) calculations, in such other information and reports which are material to the form of Exhibit G attached hereto, evidencing compliance Loan (including with each of respect to matters which would reasonably be expected to have a Material Adverse Effect) as the financial covenants set forth in Article X hereofAdministrative Agent may reasonably request.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto Certificates of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (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 quarter.

Quarterly Compliance Certificates. Together with each delivery --------------------------------- of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the ----------- Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s 's and the --------------------------------- Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 60 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, and (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 quarter.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph paragraphparagraphs (a)(i) and (ii) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (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.hereof and, if applicable, (9) an updated Schedule 7.1-C.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.27.2, the Borrower shall deliver appropriate an Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company Certificate (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective an Authorized Financial Officers Officer of the Borrower representing and certifying (1) that the 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 CompanyBorrower, the Borrower TMC and its their respective Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 changes, if any, in the Borrower’s outstanding Indebtedness, including the amount, 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, since the last date on which such a schedule was submitted, and (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.

Quarterly Compliance Certificates. Together with each --------------------------------- delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the ----------- Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed --------------------------------- by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower Company and its Consolidated Subsidiaries, during for the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 Total Adjusted EBITDA, and (5) a schedule of Adjusted Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofNOI.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.25.01, the Borrower shall deliver an Officer’s Certificates, substantially in the form 's Certificate of Exhibit F attached hereto of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by a Financial Officer of the Borrower’s and the Company’s respective Authorized Financial Officers Company representing and certifying (1) that the Authorized Financial Officer of the Company 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, for so long as such statements are prepared in the ordinary course of business, consolidated, and consolidating financial condition of the Company, the Borrower Company and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 a 57 51 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 I attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofVI.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) and (a)(ii) of this Section 8.2, the Borrower Borrowers shall deliver Officer’s 's Certificates, substantially in the form of Exhibit F attached hereto of each of the Borrower Borrowers and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s Borrowers' and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower Borrowers and its their Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (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.hereof and, if applicable, (9) an updated Schedule 7.1-C.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver an Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificate of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s and the Company’s 's respective Authorized Financial Officers setting forth, representing and certifying (1A) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at of 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 hereto 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 changes, if any, in the Borrower’s 's outstanding IndebtednessIndebtedness 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, since the last date on which such a schedule was submitted, (4D) a schedule of Combined EBITDA, (5E) a schedule of Unencumbered Combined EBITDAeach bankruptcy or cessation of operations of any tenant to which greater than 5% of the Borrower's share of consolidated minimum rent is attributable, of which bankruptcy or cessation of operations the Borrower obtained knowledge since the last date on which such a schedule was submitted, and (6F) calculations, in such other information and reports as the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereofAdministrative Agent may reasonably request.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section SECTION 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “Quarterly Compliance Certificates”"QUARTERLY COMPLIANCE CERTIFICATES"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 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, and (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 quarter.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto 's Certificates of the Borrower and the Company (the “"Quarterly Compliance Certificates”"), signed by the Borrower’s 's and the Company’s 's respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal 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 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 compli ance 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 includ ing 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, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance com pliance 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 quarter.

Quarterly Compliance Certificates. Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the 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 Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, 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, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.,