Common use of Status Report and Financial Statements Clause in Contracts

Status Report and Financial Statements. Recognizing that Landlord may find it necessary to establish to third parties, such as accountants, banks, potential or existing mortgagees, potential purchasers or the like, the then current status of performance hereunder, Tenant, within ten (10) business days after the request of Landlord made from time to time, will furnish to Landlord, or any existing or potential holder of any mortgage encumbering the Premises, the Office Area or the Project, or any potential purchaser of the Premises, the Office Area, or the Project (each an “Interested Party”) a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. In addition, Tenant shall deliver to Landlord, or any Interested Party designated by Landlord, financial statements of Tenant, and, if applicable, any guarantor of Tenant’s obligations under this Lease, as reasonably requested by Landlord including, but not limited to, financial statements for the past three (3) years; provided, however, Landlord shall only request such financial statements in connection with a proposed sale of the Project, proposed equity investments in or capitalization of Landlord, or proposed financing transactions, or if there is an Event of Default of Tenant, and in no event shall Landlord make such a request more than once in any twelve (12) month period. The foregoing limitation shall not affect any provision for the delivery of financial statements set forth in Article 12. Any such status statement or financial statement delivered by Tenant pursuant to this Section 16.16 may be relied upon by any Interested Party. Recognizing that Tenant may find it necessary to establish to third-parties, such as accountants, banks, potential or existing subtenants, potential purchasers or the like, the then current status of performance hereunder, Landlord within ten (10) business days after the request of Tenant made from time to time, will furnish to Tenant, or Tenant’s designee a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgements that (or the extent to which) each party is in compliance with its obligations under the terms of the Lease.

Status Report and Financial Statements. Recognizing that Landlord may find it necessary to establish to third parties, such as accountants, banks, potential or existing mortgagees, potential purchasers or the like, the then current status of performance hereunder, Tenant, within ten fifteen (1015) business days after the request of Landlord made from time to time, will within fifteen (15) business days after such request furnish to Landlord, or any existing or potential holder of any mortgage encumbering the Premises, the Office Area Building or the ProjectComplex, or any potential purchaser of the Premises, the Office AreaBuilding, or the Project Complex (each an “Interested Party”) a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. In addition, Tenant shall deliver to Landlord, or any Interested Party designated by Landlord, upon Landlord's written request given not more than once in any 12-month period and subject to the provisions of Section 16.8 of this Lease, the most recent audited financial statements of Tenant (for Tenant's North American business) and Guarantor (which financial statements of Guarantor may be on a consolidated basis), andas requested by Landlord, or if Tenant or Guarantor does not have its financials audited, Tenant shall provide financial statements certified by a senior member of the finance team of Tenant or Guarantor, as applicable, any guarantor of Tenant’s obligations under this Lease, as reasonably requested by Landlord including, but not limited to, a balance sheet, income statement and cash flow statements which financial statements shall include sufficient detail and information for Landlord to assess Tenant's or Guarantor's, as applicable, financial condition. Notwithstanding the past three foregoing, so long as Guarantor's stock is publicly traded on a national exchange (3or publicly listed in an equivalent manner, such as on NASDAQ) years; provided, however, Landlord shall only request such that requires its financial statements in connection with to be publicly disclosed and Tenant remains a proposed sale consolidated subsidiary of the ProjectGuarantor, proposed equity investments in or capitalization of Landlord, or proposed financing transactions, or if there is an Event of Default of Tenant, and in Tenant shall have no event shall Landlord make such a request more than once in obligation to deliver any twelve (12) month period. The foregoing limitation shall not affect any provision for the delivery of financial statements set forth in Article 12of Tenant or Guarantor to Landlord. Any such status statement or financial statement delivered by Tenant pursuant to this Section 16.16 may be relied upon by any Interested Party. Recognizing that 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, Inc. Lease Landlord shall keep any non-public information provided by Tenant may find it necessary pursuant to establish this Section 16.16 strictly confidential and shall not disclose the same other than (i) to third-partiesLandlord’s officers, employees and consultants (or to any of the Interested Parties) provided such as accountantsparties are informed of the confidentiality provisions of this Lease, banksor (ii) to the extent required by applicable law or by any administrative, potential governmental or existing subtenants, potential purchasers or the like, the then current status of performance hereunderjudicial proceeding. At Tenant’s request, Landlord shall similarly within ten fifteen (1015) business days after the request of Tenant made from time to timeTenant’s request, will furnish to Tenant a commercially reasonable statement with similar types of information as set forth above, which statement may be relied upon by any actual or prospective assignee, subtenant, lender or purchaser of Tenant, or Tenant’s designee a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgements that (or the extent to which) each party is in compliance with its obligations under the terms of the Lease.

Status Report and Financial Statements. Recognizing that Landlord and Tenant may find it necessary to establish to third parties, such as accountants, banks, potential or existing mortgagees, potential purchasers or the like, the then current status of performance hereunder, Landlord and Tenant, within ten (10) business days after the request of Landlord the other party (the “Requesting Party”) made from time to time, will furnish to Landlordthe Requesting Party, or any existing or potential holder of any mortgage encumbering the Premises, the Office Area Building or the ProjectPrudential Center, or any potential purchaser of the Premises, the Office AreaBuilding, or the Project Prudential Center (each an “Interested Party”) a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. In addition, Tenant shall deliver to Landlord, or any Interested Party designated by Landlord, financial statements of Tenant, and, if applicable, and any guarantor of Tenant’s obligations under this Lease, as reasonably requested by Landlord including, but not limited to, financial statements for the past three two (32) years; provided. If Tenant or any guarantor is then a publicly traded entity, however, Landlord shall only request such the financial statements in connection of such entity on file with a proposed sale the Securities and Exchange Commission or any successor agency shall be deemed to comply with the requirements of the Project, proposed equity investments in or capitalization of Landlord, or proposed financing transactions, or if there is an Event of Default of Tenant, and in no event shall Landlord make such a request more than once in any twelve (12) month period. The foregoing limitation shall not affect any provision for the delivery of financial statements set forth in Article 12this section. Any such status statement or financial statement delivered by Tenant pursuant to this Section 16.16 may be relied upon by any Interested Party. Recognizing Any recipient of such financial statements shall keep such information -77- confidential, except that: (i) such statements may be disclosed to the recipient’s accountants, attorneys, prospective lenders, and prospective sources of financing; and (ii) such statements may be disclosed if required by law, required by order of governmental authority, required by court order, or in connection with any litigation or other proceeding between the recipient and Tenant. If Landlord requests Tenant to provide status or financial statements more than one time during any calendar year, Landlord shall reimburse Tenant for its reasonable attorneys’ and accountants’ fees incurred in connection with any subsequent request to provide status or financial statements during the same calendar year provided that Tenant may find it necessary to establish to third-parties, such as accountants, banks, potential or existing subtenants, potential purchasers or the like, the then current status is not in default of performance hereunder, Landlord within ten (10) business days after the request of Tenant made from time to time, will furnish to Tenant, or Tenant’s designee a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgements that (or the extent to which) each party is in compliance with its obligations under the terms Lease at the time of the Leasesuch request.

Status Report and Financial Statements. Recognizing that Landlord and -------------------------------------- Tenant may find it necessary to establish to third parties, such as accountants, banks, potential or existing mortgagees, potential purchasers or the like, the then current status of performance hereunder, Tenant, within ten (10) business days after Tenant and Landlord on the request of Landlord the other party (the "Requesting Party") made from time to time, will promptly furnish to Landlordthe Requesting Party, or any existing or potential holder of any mortgage encumbering the Premises, the Office Area or the ProjectProperty, or any potential purchaser of the Property, or a prospective permitted assignee of Tenant's interest or a prospective permitted subtenant of the Premises, the Office Area, or the Project any portion thereof (each an “"Interested Party”") a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. In addition, in connection with a sale or refinancing of the Buildings or the Property, Tenant shall deliver to Landlord, or any Interested Party designated by Landlord, financial statements of Tenant, and, if applicable, any guarantor of Tenant’s obligations under this Lease, as reasonably requested by Landlord including, but not limited to, financial statements ("Financial Statements") for the past three (3) years; provided, however, Landlord shall only request such financial statements in connection with a proposed sale of the Project, proposed equity investments in or capitalization of Landlord, or proposed financing transactions, or if there is an Event of Default of Tenant, and provided that in no event shall Landlord make request such a request statements more often than once in any twelve one (121) month periodtime per calendar year. The foregoing limitation shall not affect any provision for So long as the delivery of entity holding Tenant's interest under the Lease is publicly traded, Tenant may satisfy its obligation to deliver such Financial Statements to Landlord by delivering to Landlord the same financial statements set forth which it releases to the public. If Tenant delivers to Landlord Financial Statements which have not been disclosed to the public: Landlord shall treat such Financial Statements as confidential, and such Financial Statements may be disclosed only (i) as required by court order, (ii) to prospective purchasers and lenders and to financial advisors, investment bankers, lawyers and accountants, (iii) as may be required by Legal Requirements, or (iv) in Article 12connection with litigation between the parties. Any such status statement or financial statement Financial Statement delivered by Tenant pursuant to this Section 16.16 may be relied upon by any Interested Party. Recognizing that Tenant may find it necessary to establish to third-parties, such as accountants, banks, potential or existing subtenants, potential purchasers or the like, the then current status of performance hereunder, Landlord within ten (10) business days after the request of Tenant made from time to time, will furnish to Tenant, or Tenant’s designee a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgements that (or the extent to which) each party is in compliance with its obligations under the terms of the Lease.

Status Report and Financial Statements. Recognizing that Landlord may find it necessary to establish to third parties, such as accountants, banks, potential or existing mortgagees, potential purchasers or the like, the then current status of performance hereunder, Tenant, within ten (10) business days after the request of Landlord made from time to timetime provided the number of such requests is not unreasonable, will furnish to Landlord, or any existing or potential holder of any mortgage encumbering the Premises, the Office Area Building or the ProjectAtlantic Wharf, or any potential purchaser of the Premises, the Office AreaBuilding, or the Project Atlantic Wharf (each an “Interested Party”) a statement of the status of any factual matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. In addition, Tenant shall deliver to Landlord, or any Interested Party designated by Landlord, most current annual financial statements of Tenant, and, if applicable, and any guarantor of Tenant’s obligations under this Lease, as reasonably requested by Landlord including, but not limited to, financial statements for up to the past three (3) years; provided, howeverif available to Tenant (which shall be an audited statement if then available), Landlord provided that: (i) Tenant shall only request not be obligated to provide such financial statements in connection with a proposed sale of the Project, proposed equity investments in or capitalization of Landlord, or proposed financing transactions, or if there is an Event of Default of Tenant, and in no event shall Landlord make such a request more than once in any twelve (12) month period. The foregoing limitation period except in the event Landlord’s request specifies in good faith that Landlord intends to enter into a transaction to refinance or sell the Building or Atlantic Wharf, and (ii) so long as Tenant is not a publicly traded entity, Landlord shall, as a condition to receive such financial information, execute and deliver to Tenant a commercially reasonable confidentiality agreement (the parties hereby agreeing that the confidential agreement which Landlord executed for Tenant’s benefit in connection with the execution of the Lease shall not affect any provision for the delivery of financial statements set forth in Article 12be considered to be a commercially reasonable confidentiality agreement). Any such status statement or financial statement delivered by Tenant pursuant to this Section 16.16 may be relied upon by any Interested Party. Recognizing that Tenant may find it necessary to establish to third-parties, such as accountants, banks, potential or existing subtenants, potential purchasers or the like, the then current status of performance hereunder, Landlord within ten (10) business days after the request of Tenant made from time to time, will furnish to Tenant, or Tenant’s designee a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgements that (or the extent to which) each party is in compliance with its obligations under the terms of the Lease.