AND PROPOSE 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 ARTICLE 8, (3) A SCHEDULE OF
TOTAL LIABILITIES IN RESPECT OF BORROWED MONEY IN THE LEVEL OF DETAIL DISCLOSED
IN MAC'S FORM 10-Q FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, AS WELL
AS SUCH OTHER INFORMATION REGARDING SUCH INDEBTEDNESS AS MAY BE REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT, AND (4) A SCHEDULE OF EBITDA.
(4)
TO THE EXTENT NOT OTHERWISE DELIVERED
PURSUANT TO THIS SECTION 7.1, COPIES OF ALL FINANCIAL STATEMENTS AND FINANCIAL
INFORMATION DELIVERED BY THE BORROWER AND MAC (OR, UPON ADMINISTRATIVE AGENT'S
REQUEST, ANY SUBSIDIARIES OF SUCH PERSONS) FROM TIME TO TIME TO THE HOLDERS OF
ANY INDEBTEDNESS FOR BORROWED MONEY OF SUCH PERSONS; AND
(5)
COPIES OF ALL PROXY STATEMENTS, FINANCIAL
STATEMENTS, AND REPORTS WHICH THE BORROWER OR MAC SEND TO THEIR RESPECTIVE
STOCKHOLDERS OR LIMITED PARTNERS, AND COPIES OF ALL REGULAR, PERIODIC AND
SPECIAL REPORTS, AND ALL REGISTRATION STATEMENTS UNDER THE ACT WHICH THE
BORROWER OR MAC FILE WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY
GOVERNMENTAL AUTHORITY WHICH MAY BE SUBSTITUTED THEREFORE, OR WITH ANY NATIONAL
SECURITIES EXCHANGE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE REQUIRED TO BE
DELIVERED HEREUNDER SUCH COPIES FOR ANY LENDER OF PROSPECTUSES RELATING TO
FUTURE SERIES OF OFFERINGS UNDER REGISTRATION STATEMENTS FILED UNDER RULE 415
UNDER THE ACT OR OTHER ITEMS WHICH SUCH LENDER HAS INDICATED IN WRITING TO THE
BORROWER OR MAC FROM TIME TO TIME NEED NOT BE DELIVERED TO SUCH LENDER.
(6)
NOTWITHSTANDING THE FOREGOING, IT IS
UNDERSTOOD AND AGREED THAT TO THE EXTENT MAC FILES DOCUMENTS WITH THE SECURITIES
AND EXCHANGE COMMISSION AND SUCH DOCUMENTS CONTAIN THE SAME INFORMATION AS
REQUIRED BY SUBSECTIONS (1), (2), (3) (ONLY WITH RESPECT TO SUBCLAUSE (3)), (4)
AND (5) ABOVE, THE BORROWER MAY DELIVER COPIES, WHICH COPIES MAY BE DELIVERED
ELECTRONICALLY, OF SUCH FORMS WITH RESPECT TO THE RELEVANT TIME PERIODS IN LIEU
OF THE DELIVERIES SPECIFIED IN SUCH CLAUSES.
7.2.
Certificates; Reports; Other Information.
The
Borrower Parties shall furnish or cause to be furnished to the Administrative
Agent, the Issuing Lender and each of the Lenders directly:
(1)
FROM TIME TO TIME UPON REASONABLE REQUEST
BY THE ADMINISTRATIVE AGENT, A RENT ROLL, TENANT SALES REPORT AND INCOME
STATEMENT WITH RESPECT TO ANY PROJECT;
(2)
AS SOON AS PRACTICABLE AND IN ANY EVENT BY
JANUARY 1ST OF EACH CALENDAR YEAR, (I) A REPORT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT OUTLINING ALL INSURANCE COVERAGE
MAINTAINED AS OF THE DATE OF SUCH REPORT BY THE BORROWER PARTIES AND THE
MACERICH CORE ENTITIES AND THE DURATION OF SUCH COVERAGE AND (II) EVIDENCE THAT
ALL PREMIUMS WITH RESPECT TO SUCH COVERAGE HAVE BEEN PAID WHEN DUE.
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(3)
PROMPTLY, SUCH ADDITIONAL FINANCIAL AND
OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, INFORMATION REGARDING THE
BORROWER PARTIES, THE MACERICH CORE ENTITIES, ANY OF SUCH ENTITIES' ASSETS