Common use of Financial Information Upon Request Clause in Contracts

Financial Information Upon Request. Upon request from Lender, but not more frequently than once per calendar year during the Loan Term unless an Event of Default shall have occurred and be continuing, Borrower shall: (i) deliver an accounting of all security deposits held in connection with any of the Leases, including the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release from Borrower to obtain information regarding such accounts directly from such financial institutions; (ii) deliver such other financial or management information from Borrower (including monthly or quarterly rent rolls for the Premises meeting the requirements of Subsection 7.1(a)(i) above) and Indemnitor as may, from time to time, be reasonably required by Lender and in form and substance satisfactory to Lender in its reasonable discretion; (iii) make available Borrower’s books and records regarding the Premises for examination, review, copying and audit by Lender or its auditors during normal business hours and convenient facilities for such examination review, copying and audit of Borrower’s books and records of account; (iv) deliver, to the extent Borrower has, or has the ability to obtain, and is permitted to so deliver, such information, financial statements (audited if available), including balance sheets and profit and loss statements, and copies of federal tax returns for any tenants under Leases either: (A) leasing more than fifty thousand (50,000) square feet of the rentable portions of the Improvements located on Property A or more than twenty-five thousand (25,000) square feet of the rentable portions of the Improvements located on Property B, and any guarantors of those Leases; and (v) deliver a statement confirming: (A) whether there has been any material adverse change in the financial condition of any of the parties with respect to which Financial Information is required to be provided to Lender under this Article 7 or in the rent roll for the Premises from the Financial Information or rent roll most recently submitted to Lender, except those changes to the rent roll that have been approved or deemed approved by Lender, or that do not require Lender’s consent under the terms of the Loan Documents, and if any such material adverse change has occurred providing detailed information satisfactory to Lender in its reasonable discretion with respect thereto; (B) that neither Borrower nor Indemnitor has been the subject of any bankruptcy, reorganization, dissolution or insolvency proceeding; (C) that there does not exist any subordinate, mezzanine or other indebtedness prohibited by this Agreement or by any other Loan Document; (D) that there has not occurred any transfer, sale, pledge or encumbrance prohibited by this Agreement or by any other Loan Document, except as previously disclosed to Lender in writing and approved by Lender in writing; and (E) that there has not been a default in any material respect by Borrower, Indemnitor, or any Principal on any commercial indebtedness owing to Lender or to any other party.

Financial Information Upon Request. Upon request from Lender, but not more frequently than once per calendar year during the Loan Term unless an Event of Default shall have occurred and be continuing, Borrower shall: (i) deliver an accounting of all security deposits held in connection with any of the Leases, including the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release from Borrower to obtain information regarding such accounts directly from such financial institutions; (ii) deliver such other financial or management information from Borrower (including monthly or quarterly rent rolls for the Premises meeting the requirements of Subsection 7.1(a)(i) above) and Indemnitor as may, from time to time, be reasonably required by Lender and in form and substance satisfactory to Lender in its reasonable discretion; (iii) make available Borrower’s books and records regarding the Premises for examination, review, copying and audit by Lender or its auditors during normal business hours and convenient facilities for such examination review, copying and audit of Borrower’s books and records of account; (iv) deliver, to the extent Borrower has, or has the ability to obtain, and is permitted to so deliver, such information, financial statements (audited if available), including balance sheets and profit and loss statements, and copies of federal tax returns for any tenants under Leases either: (A) leasing more than fifty thousand (50,000) square feet of the rentable portions of the Improvements located on Property A or more than twenty-five thousand (25,000) square feet of the rentable portions of the Improvements located on Property Bthe Premises, and any guarantors of those Leases; and (v) deliver a statement confirming: (A) whether there has been any material adverse change in the financial condition of any of the parties with respect to which Financial Information is required to be provided to Lender under this Article 7 or in the rent roll for the Premises from the Financial Information or rent roll most recently submitted to Lender, except those changes to the rent roll that have been approved or deemed approved by Lender, or that do not require Lender’s consent under the terms of the Loan Documents, and if any such material adverse change has occurred providing detailed information satisfactory to Lender in its reasonable discretion with respect thereto; (B) that neither Borrower nor Indemnitor has been the subject of any bankruptcy, reorganization, dissolution or insolvency proceeding; (C) that there does not exist any subordinate, mezzanine or other indebtedness prohibited by this Agreement or by any other Loan Document; (D) that there has not occurred any transfer, sale, pledge or encumbrance prohibited by this Agreement or by any other Loan Document, except as previously disclosed to Lender in writing and approved by Lender in writing; and (E) that there has not been a default in any material respect by Borrower, Indemnitor, or any Principal on any commercial indebtedness owing to Lender or to any other party.

Financial Information Upon Request. Upon reasonable request from Lender, but not more frequently than once per calendar year during Borrower shall deliver the Loan Term unless an Event of Default shall have occurred and be continuing, Borrower shallfollowing: (i) deliver an accounting of all security deposits held in connection with any a copy of the Leasesfederal tax return of Borrower, including as and if filed with the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release from Borrower to obtain information regarding such accounts directly from such financial institutionsInternal Revenue Service; (ii) deliver such other financial or management information from Borrower and Indemnitor (including monthly or quarterly certified rent rolls for the Premises meeting the requirements of Subsection 7.1(a)(i) above) and Indemnitor as may, from time to time, be reasonably required by Lender and in form and substance reasonably satisfactory to Lender in its reasonable discretionLender; (iii) make available Borrower’s 's books and records regarding the Premises for examination, review, copying and audit by Lender or its auditors during normal business hours and convenient facilities for such examination review, copying and audit of Borrower’s 's books and records of account; (iv) deliver, to the extent Borrower has, or has the ability to obtain, and is permitted to so deliver, such information, financial statements (audited if available), including balance sheets and profit and loss statements, and copies of federal tax returns for any tenants under Leases either: (A) leasing more than fifty thousand (50,000) square feet of the rentable portions of the Improvements located on Property A or more than twenty-five thousand (25,000) square feet of the rentable portions of the Improvements located on Property B, and any guarantors of those Leases; and (v) deliver a statement confirming: (A) whether there has been any material adverse change in the (i) financial condition of any of the parties with respect to which Financial Information is required to be provided to Lender under this Article 7 Borrower or Indemnitor or (ii) in the rent roll for the Premises from the Financial Information or rent roll most recently submitted to Lender, except those changes to the rent roll that have been approved or deemed approved by Lender, or that do not require Lender’s 's consent under the terms of the Loan Documents, and if any such material adverse change has occurred providing reasonably detailed information satisfactory to Lender in its reasonable discretion with respect thereto; (B) that neither Borrower nor Indemnitor has been the subject of any bankruptcy, reorganization, dissolution or insolvency proceeding; (C) that there does not exist any subordinate, mezzanine or other indebtedness prohibited by this Agreement or by any other Loan Document; and (D) that there has not occurred any transfer, sale, pledge or encumbrance prohibited by this Agreement or by any other Loan Document, except as previously disclosed to Lender in writing and approved by Lender in writing; and and (Ev) that there To the extent Borrower has not been a default in any material respect by Borrower, Indemnitorsuch information, or reasonably has the ability to obtain such information, with respect to each Major Lease Borrower shall use reasonable efforts in good faith to provide Lender with financial statements (audited if available), including balance sheets and profit and loss statements, and copies of federal tax returns for each Major Tenant under such Major Lease, and any Principal on any commercial indebtedness owing to Lender or to any other partyguarantors of those Major Leases.

Financial Information Upon Request. Upon written request from Lender, but not more frequently than once per calendar year during Borrower shall deliver the Loan Term unless an Event of Default shall have occurred and be continuing, Borrower shallfollowing: (i) deliver if filed, a copy of the federal tax return of Borrower and Indemnitor, within forty-five (45) days of being filed with the Internal Revenue Service; (ii) an accounting of all security deposits held in connection with any of the Leases, including the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release from Borrower to obtain information regarding such accounts directly from such financial institutions; (iiiii) deliver such other financial or management information from Borrower and Indemnitor (including monthly or quarterly certified rent rolls for the Premises meeting the requirements of Subsection Section 7.1(a)(i)) above) and Indemnitor as may, from time to time, be reasonably required by Lender in its reasonable discretion and in form and substance satisfactory to Lender in its reasonable discretion; (iiiiv) make available Borrower’s 's books and records regarding the Premises for examination, review, copying and audit by Lender or its auditors auditors, at Lender's sole cost if no Event of Default exists, during normal business hours and convenient facilities for such examination review, copying and audit of Borrower’s 's books and records of account; (ivv) deliverreserved; (vi) a statement from Borrower and Indemnitor in a form approved by Lender in its reasonable discretion, to the extent Borrower has, or has the ability to obtain, and is permitted to so deliver, such information, financial statements (audited if available), including balance sheets and profit and loss statements, and copies of federal tax returns for any tenants under Leases eithercertifying: (A) leasing the names of all Upstream Owners that either own (directly or indirectly) twenty percent (20%) or more than fifty thousand (50,000) square feet of the rentable portions of beneficial interest in Borrower or own a general partnership or managing membership interest in Borrower; and (B) that no Person has obtained any financing prohibited by the Improvements located on Property A or more than twenty-five thousand (25,000) square feet of the rentable portions of the Improvements located on Property BLoan Documents, signed and any guarantors of those Leasesdated by Borrower; and (vvii) deliver a statement confirming: (A) whether there has been any material adverse change in the financial condition of Borrower or any of the parties with respect to which Financial Information is required to be provided to Lender under this Article 7 Indemnitor or in the rent roll for the Premises from the Financial Information or rent roll most recently submitted to Lender, except those changes to the rent roll that have been approved or deemed approved by Lender, or that do not require Lender’s 's consent under the terms of the Loan Documents, and if any such material adverse change has occurred providing detailed information satisfactory to Lender in its reasonable discretion with respect thereto; (B) that neither Borrower nor no Borrower, Indemnitor or Principal has been the subject of any bankruptcy, reorganization, dissolution or insolvency proceeding; (C) that there does not exist any subordinate, mezzanine or other indebtedness prohibited by this Agreement or by any other Loan Document; (D) that there has not occurred any transfer, sale, pledge or encumbrance prohibited by this Agreement or by any other Loan Document, except as previously disclosed to Lender in writing and approved by Lender in writing; and (E) that there has not been a default in any material respect by Borrower, Indemnitor, Borrower or any Principal Indemnitor on any commercial indebtedness owing to Lender or to any other party.