Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the audited balance sheet of the Borrower and of the Company at the end of such year, and the related audited statement of income, statement of changes in shareholders, equity and statement of Funds From Operations and taxable income for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including the Borrower, the Company and the Related Companies, and accompanied by an auditor's report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable to the Agent; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the Borrower, copies of the unaudited balance sheets of the Borrower as at the end of such quarter, and the related unaudited statement of income, statement of changes in shareholders' equity and statement of Funds From Operations and estimated taxable income for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Borrower and of the Company on the date thereof (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 shall be delivered by December 29, 1997; (c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company; (d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto signed by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date; (f) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC; (g) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners of the Borrower and copies of all press releases (except local press releases relating to specific properties) promptly upon the issuance thereof; (h) from time to time such other financial data and information (including accountants' management letters) as the Agent may reasonably request;
Appears in 2 contracts
Sources: Credit Agreement (Prime Group Realty Trust), Credit Agreement (Prime Group Realty Trust)
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to each of the LendersAgent:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including GAAP (which may be provided by inclusion in the BorrowerForm 10-K of the Trust filed with the SEC for such period and delivered to the Agent), the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with (i) a certification by the principal financial or accounting officer of the Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by another independent certified public accountant reasonably acceptable inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent) and (ii) a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent) (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Unencumbered Property, certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for and operating statement in respect of each Eligible Unencumbered Property, certified by the chief financial or accounting officer of the Mortgaged Properties, Borrower as true and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentcorrect;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C C-2 hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Trust;
(i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that that, in either case case, if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of statements, the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower Trust shall deliver such statements to the Agent simultaneously with within ten (10) days after the filing thereof with the SEC;
(gj) promptly following in the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners case of the Borrower and copies the Trust, as soon as practicable, but in any event not later than thirty (30) days prior to the end of all press releases each of their respective fiscal years, a business plan for the next fiscal year (except local press releases relating to specific properties) promptly upon the issuance thereofincluding pro forma projections for such period);
(hk) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of any applicable fiscal year;
(l) [Reserved]; and
(m) from time to time such other financial data and other information (including accountants' management letters) about the Borrower, the Trust, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;. Without limitation of the foregoing, at the request of the Agent, the Borrower will deliver to the Agent information relating to (i) the determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any Eligible Unencumbered Property and (iii) insurance coverage.
Appears in 2 contracts
Sources: Revolving Credit Agreement (First Potomac Realty Trust), Revolving Credit Agreement (First Potomac Realty Trust)
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to each of the LendersAgent:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including GAAP (which may be provided by inclusion in the BorrowerForm 10-K of the Trust filed with the SEC for such period and delivered to the Agent), the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with (i) a certification by the principal financial or accounting officer of the Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by another independent certified public accountant reasonably acceptable inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent) and (ii) a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent) (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Mortgaged Properties, Borrower as true and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentcorrect;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement Certificate of Compliance in the form of Exhibit C hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower or any Subsidiary Guarantor for borrowed money (other than the Term Loan), to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Trust;
(i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that that, in either case case, if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of statements, the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower Trust shall deliver such statements to the Agent simultaneously with within ten (10) days after the filing thereof with the SEC;
(gj) promptly following in the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners case of the Borrower and copies the Trust, as soon as practicable, but in any event not later than thirty (30) days prior to the end of all press releases each of their respective fiscal years, a business plan for the next fiscal year (except local press releases relating to specific properties) promptly upon the issuance thereofincluding pro forma projections for such period);
(hk) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of any applicable fiscal year; and
(l) from time to time such other financial data and other information about the Borrower, the Trust, the Subsidiary Guarantors, their respective Subsidiaries, the Real Estate Assets (including accountants' management letters) the Eligible Borrowing Base Properties), the Pledged Equity Interests and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;. Without limitation of the foregoing, at the request of the Agent, the Borrower will deliver to the Agent information relating to (i) the determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any Eligible Borrowing Base Property, (iii) insurance coverage and (iv) compliance with the financial covenants set forth in §10.
Appears in 2 contracts
Sources: Senior Secured Term Loan Agreement (First Potomac Realty Trust), Senior Secured Term Loan Agreement (First Potomac Realty Trust)
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to each of the LendersAgent:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including GAAP (which may be provided by inclusion in the BorrowerForm 10-K of the Trust filed with the SEC for such period and delivered to the Agent), the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with a certification by the principal financial or accounting officer of the Borrower and the Trust that the information contained in such financial statements is complete and correct in all material respects and fairly presents, in accordance with GAAP consistently applied throughout the period to which it applies, the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by another independent certified public accountant reasonably acceptable inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent);
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements is complete and correct in all material respects and fairly presents presents, in accordance with GAAP consistently applied throughout the period to which it applies, the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent) (subject to normal year-end adjustmentsadjustments and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis), provided, however, that such information with respect to the quarter ended September 30, 1997 shall be delivered by December 29, 1997;
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Unencumbered Property, certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for and operating statement in respect of each Eligible Unencumbered Property, certified by the chief financial or accounting officer of the Mortgaged Properties, Borrower as true and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentcorrect;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a Material Adverse Effect;
(h) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Trust;
(i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that that, in either case case, if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of statements, the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower Trust shall deliver such statements to the Agent simultaneously with within ten (10) days after the filing thereof with the SEC;
(gj) promptly following in the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners case of the Borrower and copies the Trust, as soon as practicable, but in any event not later than thirty (30) days after the end of all press releases each of their respective fiscal years, a business plan for the next fiscal year (except local press releases relating to specific properties) promptly upon the issuance thereofincluding pro forma projections for such period);
(hk) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of any applicable fiscal year;
(l) [Reserved]; and
(m) from time to time such other financial data and other information (including accountants' management letters) about the Borrower, the Trust, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;. Without limitation of the foregoing, at the request of the Agent, the Borrower will deliver to the Agent information relating to (i) the determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any Eligible Unencumbered Property and (iii) insurance coverage.
Appears in 1 contract
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to each of the LendersAgent:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including GAAP (which may be provided by inclusion in the BorrowerForm 10-K of the Trust filed with the SEC for such period and delivered to the Agent), the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with a certification by the principal financial or accounting officer of the Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by another independent certified public accountant reasonably acceptable inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent);
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent) (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Unencumbered Property, certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for and operating statement in respect of each Eligible Unencumbered Property, certified by the chief financial or accounting officer of the Mortgaged Properties, Borrower as true and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentcorrect;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C C-2 hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a Material Adverse Effect;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Trust;
(i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that that, in either case case, if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of statements, the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower Trust shall deliver such statements to the Agent simultaneously with within ten (10) days after the filing thereof with the SEC;
(gj) promptly following in the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners case of the Borrower and copies the Trust, as soon as practicable, but in any event not later than thirty (30) days after the end of all press releases each of their respective fiscal years, a business plan for the next fiscal year (except local press releases relating to specific properties) promptly upon the issuance thereofincluding pro forma projections for such period);
(hk) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of any applicable fiscal year;
(l) [Reserved]; and
(m) from time to time such other financial data and other information (including accountants' management letters) about the Borrower, the Trust, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;. Without limitation of the foregoing, at the request of the Agent, the Borrower will deliver to the Agent information relating to (i) the determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any Eligible Unencumbered Property and (iii) insurance coverage.
Appears in 1 contract
Sources: Revolving Credit Agreement (First Potomac Realty Trust)
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to each of the LendersAgent:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including GAAP (which may be provided by inclusion in the BorrowerForm 10-K of the Trust filed with the SEC for such period and delivered to the Agent), the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with (i) a certification by the principal financial or accounting officer of the Borrower and the Trust that the information contained in such financial statements is complete and correct in all material respects and fairly presents, in accordance with GAAP consistently applied throughout the period to which it applies, the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by another independent certified public accountant reasonably acceptable inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent) and (ii) a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements is complete and correct in all material respects and fairly presents presents, in accordance with GAAP consistently applied throughout the period to which it applies, the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent) (subject to normal year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Mortgaged Properties, Borrower as true and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentcorrect;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement Certificate of Compliance in the form of Exhibit C hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower or any Subsidiary Guarantor for borrowed money (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac GroupMaterial Adverse Effect;
(h) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Trust;
(i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that that, in either case case, if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of statements, the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower Trust shall deliver such statements to the Agent simultaneously with within ten (10) days after the filing thereof with the SEC;
(gj) promptly following in the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners case of the Borrower and copies the Trust, as soon as practicable, but in any event not later than thirty (30) days prior toafter the end of all press releases each of their respective fiscal years, a business plan for the next fiscal year (except local press releases relating to specific properties) promptly upon the issuance thereofincluding pro forma projections for such period);
(hk) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of any applicable fiscal year; and
(l) from time to time such other financial data and other information about the Borrower, the Trust, the Subsidiary Guarantor, the Unsecured Revolver Subsidiary Guarantors, and their respective Subsidiaries, the Real Estate Assets (including accountants' management letters) the Eligible Borrowing Base Properties), the Pledged Interests and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;. Without limitation of the foregoing, at the request of the Agent, the Borrower will deliver to the Agent information relating to (i) the determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any Eligible Borrowing Base Property, (iii) the Property Level Loan Documents and Property Level Debt, and (iv) insurance coverage.
Appears in 1 contract
Sources: Secured Term Loan Agreement (First Potomac Realty Trust)
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to each of the LendersAgent:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including GAAP (which may be provided by inclusion in the BorrowerForm 10-K of the Trust filed with the SEC for such period and delivered to the Agent), the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with a certification by the principal financial or accounting officer of the Borrower and the Trust that the information contained in such financial statements is complete and correct in all material respects and fairly presents, in accordance with GAAP consistently applied throughout the period to which it applies, the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by another independent certified public accountant reasonably acceptable inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent);
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements is complete and correct in all material respects and fairly presents presents, in accordance with GAAP consistently applied throughout the period to which it applies, the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent) (subject to normal year-end adjustmentsadjustments and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis), provided, however, that such information with respect to the quarter ended September 30, 1997 shall be delivered by December 29, 1997;
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a operating statement in the form of Exhibit C hereto signed by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date;
(f) as soon as practicable, but in any event not later than ninety (90) days after the end respect of each fiscal year of Eligible Borrowing Base Property, certified by the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements (chief financial or if a later filing is permitted by rule of the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC;
(g) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners accounting officer of the Borrower as true and copies of all press releases (except local press releases relating to specific properties) promptly upon the issuance thereofcorrect;
(h) from time to time such other financial data and information (including accountants' management letters) as the Agent may reasonably request;
Appears in 1 contract
Sources: Secured Term Loan Agreement (First Potomac Realty Trust)
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to the Agent (with copies to the Agent for each of the Lenders:Lender):
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholdersshareholder’s equity (or the equivalent thereof) and cash flows for the year then ended, equity and statement of Funds From Operations and taxable income for such yearin each case, each setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including the BorrowerGAAP, the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable the Accountants; together with, at the Agent’s request, a written statement from such Accountants to the Agenteffect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period provided pursuant to clause (i) below), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, statements of Net Operating Income and outstanding Indebtedness as at the end of such fiscal year and for the fiscal year then ended in respect of the Project, each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a rent roll and operating statement in respect of the Project, in each case certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, (i) copies of the unaudited statements of Net Operating Income and outstanding Indebtedness as at the end of such quarter and for the portion of the fiscal year then elapsed in respect of the Project, prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement, and a rent roll and operating statement in respect of the Project, certified by the chief financial or accounting officer of the Borrower to present fairly the Net Operating Income and outstanding Indebtedness and rent roll in respect of the Project, (ii) an occupancy analysis in respect of the Project certified by the chief financial officer of the Borrower to be true and complete, (iii) a schedule of revenues and expenses for the Project, and (iv) an updated build-out budget for the Project and an update on the status of the intended tenant improvements on the Property and conformity of expenditures to budget for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agenttenant improvements;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Trust or any of its Subsidiaries (other than the Term Loan) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, the Borrower or any other member of the Whitestone Group;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the equityholders of the Trust;
(i) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter;
(j) in the case of the Borrower and the Trust, provided that as soon as practicable, but in either case if any event not later than thirty (30) days prior to the SEC has granted an extension end of each of their respective fiscal years, a business plan for the filing of next fiscal year (including pro forma projections for such period);
(k) together with the financial statements (delivered pursuant to §8.4(a), a certification by the chief financial or if a later filing is permitted by rule accounting officer of the SEC Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of the applicable fiscal year;
(l) in the event that the definition of “funds from operations” is revised by the Board of Governors of the National Association of Real Estate Investment Trusts, a report, certified by the chief financial or accounting officer of the Borrower, of the “funds from operations” of the Borrower based on the definition as in effect on the date of this Agreement and based on the definition as so revised from time to time, which such report shall be delivered to the Agent (with copies to the Agent for each Lender) with the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) above, as applicable;
(m) simultaneously with the delivery of the financial statements referred to in clauses (a) and (b) above, updated title searches with respect to the fiscal quarter ended September 30. 1997), Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC;
(g) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders Project and evidence of the Company Agent’s continued first priority lien on the Property, or to the limited partners of the Borrower and copies of all press releases (except local press releases relating to specific properties) promptly upon the issuance thereof;
(h) from time to time such other financial data and information (including accountants' management letters) evidence of its priority lien as the Agent may reasonably request;require; and
Appears in 1 contract
Financial Statements, Certificates and Information. The Borrower will deliver to each of the LendersAgent:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including GAAP (which may be provided by inclusion in the BorrowerForm 10-K of the Trust filed with the SEC for such period and delivered to the Agent), the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with (i) a certification by the principal financial or accounting officer of the Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by another independent certified public accountant reasonably acceptable inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent) and (ii) a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent) (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Mortgaged Properties, Borrower as true and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentcorrect;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement Certificate of Compliance in the form of Exhibit C hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower or any Subsidiary Guarantor for borrowed money (other than the Loans), to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Trust;
(i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that that, in either case case, if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of statements, the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower Trust shall deliver such statements to the Agent simultaneously with within ten (10) days after the filing thereof with the SEC;
(gj) promptly following in the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners case of the Borrower and copies the Trust, as soon as practicable, but in any event not later than thirty (30) days prior to the end of all press releases each of their respective fiscal years, a business plan for the next fiscal year (except local press releases relating to specific properties) promptly upon the issuance thereofincluding pro forma projections for such period);
(hk) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of any applicable fiscal year; and
(l) from time to time such other financial data and other information about the Borrower, the Trust, the Subsidiary Guarantors, their respective Subsidiaries, the Real Estate Assets (including accountants' management letters) the Eligible Borrowing Base Properties), the Pledged Interests and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;. Without limitation of the foregoing, at the request of the Agent, the Borrower will deliver to the Agent information relating to (i) the determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any Eligible Borrowing Base Property, (iii) the Property Level Loan Documents and Property Level Debt, and (iv) insurance coverage.
Appears in 1 contract
Sources: Secured Term Loan Agreement (First Potomac Realty Trust)
Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the audited balance sheet of the Borrower and of the Company at the end of such year, and the related audited statement of income, statement of changes in shareholders, equity and statement of Funds From Operations and taxable income for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including the Borrower, the Company and the Related Companies, and accompanied by an auditor's report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable to the Agent;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the Borrower, copies of the unaudited balance sheets of the Borrower as at the end of such quarter, and the related unaudited statement of income, statement of changes in shareholders' equity and statement of Funds From Operations and estimated taxable income for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Borrower and of the Company on the date thereof (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 shall be delivered by December 29, 1997;
(c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (S)6.4 (b)) , and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto signed by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Facility Closing Date;
(f) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC;
(g) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners of the Borrower and copies of all press releases (except local press releases relating to specific properties) promptly upon the issuance thereof;; and
(h) from time to time such other financial data and information (including accountants' management letters) as the Agent or any Lender may reasonably request;.
Appears in 1 contract
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to the Agent (with copies to the Agent for each of the Lenders:Lender):
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholdersshareholder’s equity (or the equivalent thereof) and cash flows for the year then ended, equity and statement of Funds From Operations and taxable income for such yearin each case, each setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including the BorrowerGAAP, the Company and the Related Companiesand, and in each case, accompanied by an auditor's report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable the Accountants; together with, at the Agent’s request, a written statement from such Accountants to the Agenteffect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period provided pursuant to clause (i) below), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, statements of Net Operating Income and outstanding Indebtedness as at the end of such fiscal year and for the fiscal year then ended in respect of each Real Estate Asset (including each Eligible Unencumbered Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a rent roll and operating statement in respect of each Eligible Unencumbered Property, in each case certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, (i) copies of the unaudited statements of Net Operating Income and outstanding Indebtedness as at the end of such quarter and for the portion of the fiscal year then elapsed in respect of each Real Estate Asset (including each Eligible Unencumbered Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement, and a rent roll and operating statement in respect of each Eligible Unencumbered Property, in each case certified by the chief financial or accounting officer of the Borrower to present fairly the Net Operating Income for and outstanding Indebtedness and rent roll in respect of each such fiscal quarter Real Estate Asset, (ii) an occupancy analysis in respect of each Real Estate Asset (including each Eligible Unencumbered Property) certified by the chief financial officer of the Borrower to be true and complete, and (iii) from ▇▇▇▇▇▇▇ III, a schedule of revenues and expenses for each Mortgaged Eligible Unencumbered Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C C-1 hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Trust or any of its Subsidiaries (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, ▇▇▇▇▇▇▇ OP, ▇▇▇▇▇▇▇ III or any other member of the ▇▇▇▇▇▇▇ Group;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the equityholders of the Trust;
(i) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC;
(gj) promptly following in the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners case of the Borrower and copies the Trust, as soon as practicable, but in any event not later than thirty (30) days prior to the end of all press releases each of their respective fiscal years, a business plan for the next fiscal year (except local press releases relating to specific properties) promptly upon the issuance thereofincluding pro forma projections for such period);
(hk) together with the financial statements delivered pursuant to §8.4(a), a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of the applicable fiscal year;
(l) in the event that the definition of “funds from operations” is revised by the Board of Governors of the National Association of Real Estate Investment Trusts, a report, certified by the chief financial or accounting officer of the Borrower, of the “funds from operations” of the Borrower based on the definition as in effect on the date of this Agreement and based on the definition as so revised from time to time, which such report shall be delivered to the Agent (with copies to the Agent for each Lender) with the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) above, as applicable; and
(m) from time to time such other financial data and other information (including accountants' management letters) about the Borrower, the Trust, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;.
Appears in 1 contract
Sources: Revolving Credit Agreement (Hartman Commercial Properties Reit)
Financial Statements, Certificates and Information. The Borrower will Borrowers shall deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than ninety fifty (9050) days after the end of each fiscal year quarter of the BorrowerBorrowers, copies of the audited consolidated balance sheet and statement of income of the Borrower and Borrowers (excluding that portion of the Company Parent's assets, liabilities, income and expenses attributable to non-Borrowers) as at the end of such yearquarter, subject to year end adjustments, and the related audited statement of incomecash flows, statement of changes in shareholders, equity and statement of Funds From Operations and taxable income for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting Principles GAAP, with a certification by the principal financial or accounting officer of the Parent (the "CFO") that these consolidated financial statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers as at the close of business on a consolidated basis including the Borrower, the Company date thereof and the Related Companies, and accompanied by an auditor's report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable to results of operations for the Agentperiod then ended;
(b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter of the BorrowerParent, copies of the unaudited consolidated balance sheets sheet and statement of income of the Borrower Parent as at the end of such quarter, subject to year end adjustments, and the related unaudited statement of income, statement of changes in shareholders' equity and statement of Funds From Operations and estimated taxable income for the portion of the Borrower's fiscal year then elapsedcash flows, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP, together with a certification by the principal CFO that these consolidated financial or accounting officer statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Company that Parent as at the information contained in such financial statements fairly presents the financial position close of the Borrower and of the Company business on the date thereof (subject to year-end adjustments), provided, however, that such information with respect to and the quarter ended September 30, 1997 shall be delivered by December 29, 1997results of operations for the period then ended;
(c) as soon as practicable, but but, in any event not later than forty-five one hundred (45100) days after the end of each fiscal year of the Parent, the consolidated and consolidating balance sheets of Parent as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements of income, each setting forth in comparative form the figures for the previous fiscal quarters year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with GAAP and, with respect to the consolidated financial statements, certified by Coopers & ▇▇▇▇▇▇▇ L.L.P. or another independent accounting firm of national standing acceptable to the Agent (the "Accountants") and including a reconciliation of the Borrower, copies of a statement consolidated financial statements of the Net Operating Income for Borrowers (excluding that portion of the Parent's assets, liabilities, income and expenses attributable to non-Borrowers) to the consolidated financial statements of the Parent. In addition, simultaneously therewith, the Borrowers shall use their reasonable best efforts to provide the Banks with a written statement from such fiscal quarter for each Mortgaged PropertyAccountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.8 hereof, and a consolidating that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Net Operating Income Banks for such fiscal quarter for all failure to obtain knowledge of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer any Default or Event of the CompanyDefault;
(d) as soon as practicable, but in any event no not later than forty-five thirty (4530) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto signed by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date;
(f) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyBorrowers, copies of the Form 10-K statement filed with Accounts Receivable aging reports of the Securities Borrowers and Exchange Commission ("SEC") the consolidated liquidity calculation for such fiscal yeardate required under ss.8.4 hereof, all in reasonable detail and as soon as practicableprepared in accordance with GAAP, but with a certification by the CFO that these reports and calculation are prepared in any event not later than forty-five (45) days after accordance with GAAP and fairly present the end of each fiscal quarter, copies Accounts Receivable of the Form 10-Q statement filed with Borrowers as at the SEC for such fiscal quarter, provided that in either case if close of business on the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC;
(g) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners of the Borrower and copies of all press releases (except local press releases relating to specific properties) promptly upon the issuance date thereof;
(h) from time to time such other financial data and information (including accountants' management letters) as the Agent may reasonably request;
Appears in 1 contract
Financial Statements, Certificates and Information. The Borrower will deliver and cause BPI to deliver (as applicable) to the Agent (with copies to the Agent for each of the Lenders:Bank):
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerBPI, the audited consolidated balance sheet of the Borrower BPI and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder's equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including the BorrowerGAAP, the Company and the Related Companiesand, and in each case, accompanied by an auditor's report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable the Accountants; together with a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under Section 9 or Section 10 or otherwise under the provisions of this Agreement relating to the financial condition of BPI or any of its Subsidiaries, or of any facts or circumstances that would cause BPI not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement (and, at the Agent's request, the Borrower shall deliver the foregoing for BPLP on a consolidated basis);
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower BPI and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the BorrowerBPI's fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of BPI filed with the SEC for such period provided pursuant to clause (i) below), together with a certification by the principal financial or accounting officer of the Company Borrower and BPI that the information contained in such financial statements fairly presents the financial position of the Borrower BPI and of the Company its Subsidiaries on the date thereof (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29materially adverse) (and, 1997at the Agent's request, the Borrower shall deliver the foregoing for BPLP on a consolidated basis);
(c) Upon the request of the Agent and as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, statements of Net Operating Income and outstanding Indebtedness as at the end of such fiscal year and for the fiscal year then ended in respect of each Real Estate Asset (including each Borrowing Base Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a summary rent roll in respect of each Borrowing Base Property, in each case certified by the chief financial or accounting officer of the Borrower as true and correct in all material respects;
(d) Upon the request of the Agent and as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, (1) copies of a statement the unaudited statements of Net Operating Income and outstanding Indebtedness as at the end of such quarter and for the portion of the fiscal year then elapsed in respect of each Real Estate Asset (including each Borrowing Base Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and certified by the chief financial or accounting officer of the Borrower to present fairly the Net Operating Income for and outstanding Indebtedness in respect of each such fiscal quarter for Real Estate Asset and (ii) an occupancy analysis in respect of each Mortgaged Real Estate Asset (including each Borrowing Base Property, and a consolidating statement ) certified by the chief financial officer of the Net Operating Income for such fiscal quarter for Borrower to be true and complete in all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentmaterial respects;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C EXHIBIT C-2 hereto signed by a Responsible Officer the chief financial or accounting officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein Borrower and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Effective Datedate of such financial statements;
(f) promptly as they become available, a copy of each report (including any so-called management letters) submitted to the Borrower, BPI or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, BPI or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, BPI or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, assets, financial condition or prospects, or operations of BPLP, BPI or, taken as a whole, the BP Group;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of BPI;
(i) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyBPI, copies of the Form 10-K statement filed by BPI with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each fiscal quarter of BPI copies of the Form 10-Q statement filed by BPI with the SEC for such fiscal quarter, PROVIDED that, in either case, if the SEC has granted an extension for the filing of such statements, BPI shall deliver such statements to the Agent within ten (10) days after the filing thereof with the SEC;
(j) from time to time such other financial data and information about the Borrower, BPI, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Real Estate Holding Entities as the Agent or any Bank (through the Agent) may reasonably request, including without limitation complete rent rolls, existing environmental reports, and insurance certificates with respect to the Real Estate Assets (including the Borrowing Base Properties);
(k) in the case of the Borrower and BPI, as soon as practicable, but in any event not later than ninety (90) days after the end of each of their respective fiscal years, PRO FORMA projections for the next three fiscal years;
(l) together with the financial statements delivered pursuant to Section 8.4(a), a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of BPI and its Subsidiaries as of the end of the applicable fiscal year; and
(m) in the event that the definition of "funds from operations" is revised by the Board of Governors of the National Association of Real Estate Investment Trusts, a report, certified by the chief financial or accounting officer of the Borrower, of the "funds from operations" of the Borrower based on the definition as in effect on the date of this Agreement and based on the definition as so revised from time to time, which such report shall be delivered to the Agent (with copies to the Agent for each Bank) with the financial statements required to be delivered pursuant to Section 8.4(b) above; and
(n) as soon as practicable, but in any event not later than ninety (90) days after the end of the fiscal year of BPLP, the unaudited balance sheet of BPLP at the end of each such year, and the related unaudited statements of income, changes in partners' capital and cash flows for the year then ended, in each case setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of BPLP that the information contained in such financial statements fairly presents the financial position of BPLP on the date thereof, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the March 31, June 30 and September 30 fiscal quarters of BPLP, the unaudited balance sheet of BPLP at the end of each such quarter, copies and the related unaudited statements of the Form 10-Q statement filed with the SEC for such fiscal quarterincome, provided that changes in either case if the SEC has granted an extension partners' capital and cash flows for the filing of such statements (or if a later filing is permitted by rule of quarter then ended, in each case setting forth in comparative form the SEC with respect to figures for the previous fiscal quarter ended September 30. 1997), Borrower shall deliver and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the Agent simultaneously with principal financial or accounting officer of BPLP that the filing information contained in such financial statements fairly presents the financial position of BPLP on the date thereof with the SEC;
(g) promptly following the filing or mailing thereof, copies subject to year-end adjustments none of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners of the Borrower and copies of all press releases (except local press releases relating to specific properties) promptly upon the issuance thereof;
(h) from time to time such other financial data and information (including accountants' management letters) as the Agent may reasonably request;which shall be materially adverse).
Appears in 1 contract
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to the Agent (with copies to the Agent for each of the Lenders:Lender):
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including the BorrowerGAAP, the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with a written statement from such Accountants to the Agenteffect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period provided pursuant to clause (i) below), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis);
(c) Upon the request of the Agent and as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, statements of Net Operating Income and outstanding Indebtedness as at the end of such fiscal year and for the fiscal year then ended in respect of each Real Estate Asset (including each Collateral Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a rent roll in respect of each Collateral Property, in each case certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) Upon the request of the Agent and as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, (i) copies of the unaudited statements of Net Operating Income and outstanding Indebtedness as at the end of such quarter and for the portion of the fiscal year then elapsed in respect of each Real Estate Asset (including each Collateral Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a statement rent roll in respect of each Collateral Property, in each case certified by the chief financial or accounting officer of the Borrower to present fairly the Net Operating Income for and outstanding Indebtedness and rent roll in respect of each such fiscal quarter for each Mortgaged PropertyReal Estate Asset, and a consolidating statement (ii) an occupancy analysis in respect of each Real Estate Asset (including each Collateral Property) certified by the chief financial officer of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant Borrower to Section 6.4 (b), be true and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentcomplete;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C C-2 hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Trust;
(i) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that that, in either case case, if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of statements, the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower Trust shall deliver such statements to the Agent simultaneously with within ten (10) days after the filing thereof with the SEC;
(gj) in the case of the Borrower and the Trust, as soon as practicable, but in any event not later than thirty (30) days prior to the end of each of their respective fiscal years, a business plan for the next fiscal year (including pro forma projections for such period);
(k) together with the financial statements delivered pursuant to §8.4(a), a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of the applicable fiscal year;
(l) in the event that the definition of “funds from operations” is revised by the Board of Governors of the National Association of Real Estate Investment Trusts, a report, certified by the chief financial or accounting officer of the Borrower, of the “funds from operations” of the Borrower based on the definition as in effect on the date of this Agreement and based on the definition as so revised from time to time, which such report shall be delivered to the Agent (with copies to the Agent for each Lender) with the financial statements required to be delivered pursuant to §8.4(b) above;
(m) promptly following the filing or mailing thereofAgent’s request therefor, copies of all other material the annual financial statements, if any, delivered by any Major Tenants or guarantors of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners of the Borrower and copies of all press releases (except local press releases relating to specific properties) promptly upon the issuance thereof;Major Leases; and
(hn) from time to time such other financial data and other information (including accountants' management letters) about the Borrower, the Trust, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;.
Appears in 1 contract
Sources: Revolving Credit Agreement (First Potomac Realty Trust)
Financial Statements, Certificates and Information. The Borrower will deliver to each of the LendersAgent:
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including GAAP (which may be provided by inclusion in the BorrowerForm 10-K of the Trust filed with the SEC for such period and delivered to the Agent), the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with (i) a certification by the principal financial or accounting officer of the Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Trust and its Subsidiaries on the date thereof (which may be provided by another independent certified public accountant reasonably acceptable inclusion in the Form 10-K of the Trust filed with the SEC for such period and delivered to the Agent) and (ii) a written statement from such Accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period and delivered to the Agent) (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, a rent roll and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for each Mortgaged Property, and a consolidating statement of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (b), and certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for and operating statement in respect of each Eligible Borrowing Base Property, certified by the chief financial or accounting officer of the Mortgaged Properties, Borrower as true and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agentcorrect;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement Certificate of Compliance in the form of Exhibit C hereto signed by a Responsible Officer the chief financial or accounting officer of the Company Borrower, and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date§10;
(f) promptly as they become available, a copy of each report submitted to the Borrower, the Trust or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, the Trust or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, the Trust or any such Subsidiary;
(g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower or any Subsidiary Guarantor for borrowed money (other than the Loans), to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group;
(h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Trust;
(i) unless delivered pursuant to clauses (a) or (b) above, as applicable, as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the CompanyTrust, copies of the Form 10-K statement filed by the Trust with the Securities and Exchange Commission ("SEC") SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter, quarter of the Trust copies of the Form 10-Q statement filed by the Trust with the SEC for such fiscal quarter, provided that that, in either case case, if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of statements, the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower Trust shall deliver such statements to the Agent simultaneously with within ten (10) days after the filing thereof with the SEC;
(gj) promptly following in the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners case of the Borrower and copies the Trust, as soon as practicable, but in any event not later than thirty (30) days prior to the end of all press releases each of their respective fiscal years, a business plan for the next fiscal year (except local press releases relating to specific properties) promptly upon the issuance thereofincluding pro forma projections for such period);
(hk) if requested by the Agent, a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of the Trust and its Subsidiaries as of the end of any applicable fiscal year; and
(l) from time to time such other financial data and other information about the Borrower, the Trust, the Subsidiary Guarantors, their respective Subsidiaries, the Real Estate Assets (including accountants' management letters) the Eligible Borrowing Base Properties), the Pledged Interests and the Partially-Owned Entities as the Agent or any Lender (through the Agent) may reasonably request;. Without limitation of the foregoing, at the request of the Agent, the Borrower will deliver to the Agent information relating to (i) the determination of the existence or absence of a Disqualifying Environmental Event or a Disqualifying Structural Event, (ii) title to any Eligible Borrowing Base Property, and (iii) insurance coverage.
Appears in 1 contract
Sources: Secured Term Loan Agreement (First Potomac Realty Trust)
Financial Statements, Certificates and Information. The Borrower and the Trust will deliver to the Agent (with copies to the Agent for each of the Lenders:Lender):
(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerTrust, the audited consolidated balance sheet of the Borrower Trust and of the Company its Subsidiaries at the end of such year, and the related audited statement consolidated statements of income, statement of changes in shareholders, shareholder’s equity and statement of Funds From Operations and taxable income cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including the BorrowerGAAP, the Company and the Related Companiesand, and in each case, accompanied by an auditor's ’s report prepared without qualification by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable the Accountants (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis); together with a written statement from such Accountants to the Agenteffect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §10 or otherwise under the provisions of this Agreement relating to the financial condition of the Trust or any of its Subsidiaries, or of any facts or circumstances that would cause the Trust not to continue to qualify as a REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or such facts or circumstances, they shall make disclosure thereof in such statement;
(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter of the Borrowerquarters, copies of the unaudited consolidated balance sheets sheet of the Borrower Trust and its Subsidiaries, as at the end of such quarter, and the related unaudited statement consolidated statements of income, statement of changes in shareholders' ’ equity and statement of Funds From Operations and estimated taxable income cash flows for the portion of the Borrower's Trust’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP (which may be provided by inclusion in the Form 10-Q of the Trust filed with the SEC for such period provided pursuant to clause (i) below), together with a certification by the principal financial or accounting officer of the Company Borrower and the Trust that the information contained in such financial statements fairly presents the financial position of the Borrower Trust and of the Company its Subsidiaries on the date thereof (subject to year-end adjustments), provided, however, that such information with respect to the quarter ended September 30, 1997 adjustments none of which shall be delivered by December 29, 1997materially adverse and the absence of footnotes) (and the Borrower also shall deliver the foregoing for FPLP on a consolidated basis);
(c) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, statements of Net Operating Income and outstanding Indebtedness as at the end of such fiscal year and for the fiscal year then ended in respect of each Real Estate Asset (including each Eligible Unencumbered Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a rent roll and operating statement in respect of each Eligible Unencumbered Property, in each case certified by the chief financial or accounting officer of the Borrower as true and correct;
(d) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, (i) copies of the unaudited statements of Net Operating Income and outstanding Indebtedness as at the end of such quarter and for the portion of the fiscal year then elapsed in respect of each Real Estate Asset (including each Eligible Unencumbered Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a rent roll and operating statement in respect of each Eligible Unencumbered Property, in each case certified by the chief financial or accounting officer of the Borrower to present fairly the Net Operating Income for and outstanding Indebtedness and rent roll in respect of each such fiscal quarter for each Mortgaged PropertyReal Estate Asset, and a consolidating statement (ii) an occupancy analysis in respect of the Net Operating Income for such fiscal quarter for all of the Mortgaged Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 each Real Estate Asset (b), and including each Eligible Unencumbered Property) certified by a Responsible Officer of the Company;
(d) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with , a rent roll for each of the Mortgaged Properties, and a consolidated rent roll for all of the Mortgaged Properties, each dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent;
(e) simultaneously with the delivery of the chief financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto signed by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Effective Date;
(f) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements (or if a later filing is permitted by rule of the SEC with respect to the fiscal quarter ended September 30. 1997), Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC;
(g) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to the shareholders of the Company or to the limited partners officer of the Borrower to be true and copies of all press releases (except local press releases relating to specific properties) promptly upon the issuance thereofcomplete;
(h) from time to time such other financial data and information (including accountants' management letters) as the Agent may reasonably request;
Appears in 1 contract
Sources: Revolving Credit Agreement (First Potomac Realty Trust)