Financial Statements, Certificates and Information. The Borrower and the Guarantors will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar year, the unaudited balance sheet of the Subsidiary Property Owners and the audited balance sheet of Borrower and the Trust, respectively, at the end of such year, and the related unaudited statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s equity and cash flows 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 GAAP, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s report prepared without qualification by a nationally recognized accounting firm, and any other information the Banks may need to complete a financial analysis of the Borrower and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust; (b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) calendar quarters of each year, copies of the unaudited balance sheet of the Borrower and the Guarantors, respectively, as at the end of such quarter, and the related unaudited statements of income, changes in shareholder’s equity and cash flows for the portion of the calendar year then elapsed, all in reasonable detail and prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrower and the Guarantors, respectively, that the information contained in such financial statements fairly presents the financial position of such Person on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the calendar quarters, an updated Rent Roll and operating statements with respect to the Collateral Property, such statements and reports to be in a form reasonably satisfactory to Agent; (d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen (15) days after the end of each calendar month, an updated certificate as to the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2; (e) at such times when there is an Aquia Joint Venture, as soon as practicable, but in any event not later than fifteen (15) days after the end of each calendar month, an updated certificate as to the Joint Venture Value demonstrating Borrower’s compliance with the availability limitations set forth in §2.2; (f) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantors; and (g) from time to time such other financial data and information in the possession of the Borrower or the Guarantors (including without limitation auditors’ management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, the Guarantors or their respective Subsidiaries) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewith.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Ramco Gershenson Properties Trust), Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Financial Statements, Certificates and Information. The Forestar Group and Borrower and the Guarantors will deliver or cause to be delivered to each of the BanksAgent:
(a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of Forestar Group, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Forestar Group and the audited balance sheet its Subsidiaries as of Borrower and the Trust, respectively, at the end of such year, and the related unaudited statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s equity capital and cash flows 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 GAAP, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s report prepared without qualification by a nationally recognized accounting firmfirm reasonably acceptable to Agent, and any other information the Banks Agent may need require to complete a financial analysis of Forestar Group and its Subsidiaries; provided that so long as Forestar Group is required to file its audited financial statements with the Borrower Securities and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority BanksExchange Commission, the Borrower delivery of such filed financial statements shall not be required to deliver satisfy the balance sheets, statements or other matters required by foregoing requirements of this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustclause (a);
(b) as soon as practicable, but in any event not later than fiftyforty-five (5545) days after the end of each fiscal quarter of Forestar Group and its Subsidiaries (excluding the first three (3) calendar quarters of fourth fiscal quarter in each year), copies of the unaudited balance sheet of the Borrower Forestar Group and the Guarantors, respectively, its Subsidiaries as at of the end of such quarter, and the related unaudited statements of income, changes in shareholder’s equity capital and cash flows for the portion of the calendar Forestar Group’s fiscal year then elapsed, all in reasonable detail and prepared on a Consolidated basis in accordance with GAAPGAAP (other than the inclusion of footnotes); provided that so long as Forestar Group is required to file its quarterly financial statements with the Securities and Exchange Commission, the delivery of such filed financial statements shall satisfy the foregoing requirements; together with a certification by the principal financial or accounting officer Principal Financial Officer of the Borrower and the Guarantors, respectively, Forestar Group that the information contained in such financial statements fairly presents presents, in all material respects, the financial position of such Person Forestar Group and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust;
(c) as soon as practicable, but in any event not later than fifty-five (55) days after simultaneously with the end of each delivery of the calendar quartersfinancial statements referred to in subsections (a) and (b) of this §7.4, an updated Rent Roll a statement (a “Compliance Certificate”) certified by the Principal Financial Officer of Forestar Group in the form of Exhibit B hereto (or in such other form as Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in §8.3(i), §8.7 and operating statements with respect §9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in GAAP since the Collateral Property, such statements and reports to be in a form reasonably satisfactory to AgentBalance Sheet Date;
(d) at concurrently with the delivery of the financial statements described in subsections (a) and (b) of this §7.4, a certificate signed by the Principal Financial Officer of Forestar Group to the effect that, having read this Agreement, and based upon an examination which such times officer deems sufficient to enable such officer to make an informed statement, such officer is not aware of any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen facts with respect thereto;
(15e) within twenty (20) days after the end of each calendar month, an updated a certificate in the form of Exhibit E attached hereto (a “Borrowing Base Certificate”), certified by a Principal Financial Officer of Forestar Group, pursuant to which Forestar Group shall calculate the amount of the Borrowing Base as to the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2;
(e) at such times when there is an Aquia Joint Venture, as soon as practicable, but in any event not later than fifteen (15) days after of the end of each the immediately preceding calendar month; provided that Borrower may, an updated certificate at its option, deliver one additional Borrowing Base Certificate each month in connection with a redesignation or addition of Borrowing Base Assets as to the Joint Venture Value demonstrating Borrower’s compliance contemplated hereunder. All income, expense and value associated with the availability limitations set forth in §2.2Mortgaged Property or Negative Pledge Property or other assets disposed of during such calendar month will be eliminated from calculations, where applicable;
(f) promptly after they are filed simultaneously with the Internal Revenue Servicedelivery of the Compliance Certificate referred to in subsection (c) of this §7.4, a statement, certified as true and correct by the Principal Financial Officer of Forestar Group, of all Indebtedness of Forestar Group and its Subsidiaries as the end of such fiscal quarter, including, with respect to each such Indebtedness, the original principal amount thereof and outstanding principal amount as of the end of such fiscal quarter, the amount remaining undisbursed, if any, the maturity date and any extension options, the required monthly payments of principal and interest, the identity of the lender, the interest rate, the collateral for such Indebtedness, whether such Indebtedness is recourse or Non-recourse Indebtedness, and whether any default or event of default exists with respect to such Indebtedness;
(g) if requested by Agent, copies of all annual federal income tax returns and amendments thereto of Forestar Group and its Subsidiaries;
(h) not later than March 1 of each year during the term of the Loan, the Budget for Forestar Group and its Subsidiaries for such calendar year. Such Budget shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the assumptions upon which the Budget is based and such other information as Agent may request;
(i) not later than March 1 of each year during the term of the Loan, projected statements of profit and loss and cash flows for Forestar Group and its Subsidiaries, prepared on a quarterly basis, for the current calendar year and next succeeding calendar year. Such projections shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the assumptions upon which such projections are based and such other information as Agent may request;
(j) simultaneously with the delivery of the Compliance Certificate referred to in subsection (c) of this §7.4, an updated Schedule 6.20(g) reflecting the addition or the expiration or termination of any material agreements described in §6.20(g) or a certification from Borrower and the Guarantorsthat there have been no changes in that Schedule; and
(gk) from time to time such other financial data and information in the possession of the Borrower or the Guarantors (including without limitation auditors’ management letterspertaining to Forestar Group, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrowerits Subsidiaries, the Guarantors Joint Ventures and the Mortgaged Properties and Negative Pledge Properties, as Agent or their respective Subsidiaries) as the Agent any Lender may reasonably request. Any material request from time to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewithtime.
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (Forestar Group Inc.)
Financial Statements, Certificates and Information. The Borrower and the Guarantors Guarantor will deliver or cause to be delivered to each of the Banks:
(a1) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of the Guarantor, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Guarantor and the audited balance sheet of Borrower and the Trust, respectively, its Subsidiaries at the end of such year, and the related unaudited audited Consolidated statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s 's equity and cash flows 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 GAAPgenerally accepted accounting principles, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s 's report prepared without qualification by a nationally recognized Deloitte & Touche, or by another "Big Five" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower's taxable net income for the prior fiscal year, and any other information the Banks may need to complete a financial analysis of the Borrower Guarantor and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustits Subsidiaries;
(b2) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) calendar fiscal quarters of each yearthe Borrower and Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the GuarantorsGuarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income, changes in shareholder’s 's equity and cash flows for the portion of the calendar Borrower's and the Guarantor's, respectively, fiscal year then elapsed, and a statement showing the aging of the receivables and payables for the Mortgaged Properties, all in reasonable detail and prepared in accordance with GAAPgenerally accepted accounting principles (which, as to the Guarantor, may be provided by inclusion in the Form 10-Q of the Guarantor for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower and the GuarantorsGuarantor, respectively, that the information contained in such financial statements fairly presents the financial position of such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the TrustGuarantor;
(c3) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the calendar quartersfirst three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an updated Rent Roll and operating statements with respect extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Collateral Property, such statements Agent and reports each of the Banks simultaneously with delivery to be in a form reasonably satisfactory to Agentthe SEC);
(d4) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than fifty-five (55) days after the fifteen end of the first three (153) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower and each of the Mortgaged Properties, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries and the Mortgaged Properties for such period;
(5) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the Guarantor and of the general partner of the Borrower in the form of Exhibit C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date;
(6) 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 Guarantor or the partners of the Borrower;
(7) as soon as practicable but in any event not later than fifty-five (55) days after the end of each calendar monthof the first three (3) fiscal quarters of the Borrower, an updated certificate as Rent Roll aggregating information for the Mortgaged Properties and operating statements and tenant sales reports with respect to the Total Development Costs demonstrating Borrower’s compliance Mortgaged Properties with respect to such fiscal quarter, such statements and reports to be in form reasonably satisfactory to the availability limitations set forth in §2.2Agent;
(e) at such times when there is an Aquia Joint Venture, 8) as soon as practicable, practicable but in any event not later than fifteen one hundred (15100) days after the end of each calendar monththe fourth fiscal quarter of the Borrower, an updated certificate as Rent Roll aggregating information for the Mortgaged Properties and rolling four (4) quarter operating statements and tenant sales reports with respect to the Joint Venture Value demonstrating Borrower’s compliance with Mortgaged Properties, such statements and reports to be in form reasonably satisfactory to the availability limitations set forth in §2.2Agent;
(f9) promptly after they are filed simultaneously with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto delivery of the Borrower financial statements referred to in subsections (a) and (b) above, the Guarantors; and
(g) from time following with respect to time such other financial data and information each acquisition of an interest in the possession Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the Guarantors (including without limitation auditors’ management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting purposes of this Section 7.4(h) shall include the Borrower, the Guarantors or their respective Subsidiaries) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewith.Investments described in
Appears in 1 contract
Sources: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Financial Statements, Certificates and Information. The Forestar Group and Borrower and the Guarantors will deliver or cause to be delivered to each of the BanksAgent:
(a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of Forestar Group, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Forestar Group and the audited balance sheet its Subsidiaries as of Borrower and the Trust, respectively, at the end of such year, and the related unaudited statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s equity capital and cash flows 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 GAAP, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s report prepared without qualification by a nationally recognized accounting firmfirm reasonably acceptable to Agent, and any other information the Banks Agent may need require to complete a financial analysis of Forestar Group and its Subsidiaries; provided that so long as Forestar Group is required to file its audited financial statements with the Borrower Securities and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority BanksExchange Commission, the Borrower delivery of such filed financial statements shall not be required to deliver satisfy the balance sheets, statements or other matters required by foregoing requirements of this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustclause (a);
(b) as soon as practicable, but in any event not later than fiftyforty-five (5545) days after the end of each fiscal quarter of Forestar Group and its Subsidiaries (excluding the first three (3) calendar quarters of fourth fiscal quarter in each year), copies of the unaudited balance sheet of the Borrower Forestar Group and the Guarantors, respectively, its Subsidiaries as at of the end of such quarter, and the related unaudited statements of income, changes in shareholder’s equity capital and cash flows for the portion of the calendar Forestar Group’s fiscal year then elapsed, all in reasonable detail and prepared on a Consolidated basis in accordance with GAAPGAAP (other than the inclusion of footnotes); provided that so long as Forestar Group is required to file its quarterly financial statements with the Securities and Exchange Commission, the delivery of such filed financial statements shall satisfy the foregoing requirements; together with a certification by the principal financial or accounting officer Principal Financial Officer of the Borrower and the Guarantors, respectively, Forestar Group that the information contained in such financial statements fairly presents presents, in all material respects, the financial position of such Person Forestar Group and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust;
(c) as soon as practicable, but in any event not later than fifty-five (55) days after simultaneously with the end of each delivery of the calendar quartersfinancial statements referred to in subsections (a) and (b) of this §7.4, an updated Rent Roll a statement (a “Compliance Certificate”) certified by the Principal Financial Officer of Forestar Group in the form of Exhibit B hereto (or in such other form as Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in §8.3(i), §8.7 and operating statements with respect §9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in GAAP since the Collateral Property, such statements and reports to be in a form reasonably satisfactory to AgentBalance Sheet Date;
(d) at concurrently with the delivery of the financial statements described in subsections (a) and (b) of this §7.4, a certificate signed by the Principal Financial Officer of Forestar Group to the effect that, having read this Agreement, and based upon an examination which such times officer deems sufficient to enable such officer to make an informed statement, such officer is not aware of any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen facts with respect thereto;
(15e) within twenty (20) days after the end of each calendar month, an updated a certificate in the form of Exhibit E attached hereto (a “Borrowing Base Certificate”), certified by a Principal Financial Officer of Forestar Group, pursuant to which Forestar Group shall calculate the amount of the Borrowing Base as to the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2;
(e) at such times when there is an Aquia Joint Venture, as soon as practicable, but in any event not later than fifteen (15) days after of the end of each the immediately preceding calendar month. All income, an updated certificate as to the Joint Venture Value demonstrating Borrower’s compliance expense and value associated with the availability limitations set forth in §2.2Mortgaged Property or Negative Pledge Property or other assets disposed of during such calendar month will be eliminated from calculations, where applicable;
(f) promptly after they are filed simultaneously with the Internal Revenue Servicedelivery of the Compliance Certificate referred to in subsection (c) of this §7.4, a statement, certified as true and correct by the Principal Financial Officer of Forestar Group, of all Indebtedness of Forestar Group and its Subsidiaries as the end of such fiscal quarter, including, with respect to each such Indebtedness, the original principal amount thereof and outstanding principal amount as of the end of such fiscal quarter, the amount remaining undisbursed, if any, the maturity date and any extension options, the required monthly payments of principal and interest, the identity of the lender, the interest rate, the collateral for such Indebtedness, whether such Indebtedness is recourse or Non-recourse Indebtedness, and whether any default or event of default exists with respect to such Indebtedness;
(g) if requested by Agent, copies of all annual federal income tax returns and amendments thereto of Forestar Group and its Subsidiaries;
(h) not later than March 1 of each year during the term of the Loan, the Budget for Forestar Group and its Subsidiaries for such calendar year. Such Budget shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the assumptions upon which the Budget is based and such other information as Agent may request;
(i) not later than March 1 of each year during the term of the Loan, projected statements of profit and loss and cash flows for Forestar Group and its Subsidiaries, prepared on a quarterly basis, for the current calendar year and next succeeding calendar year. Such projections shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the assumptions upon which such projections are based and such other information as Agent may request;
(j) simultaneously with the delivery of the Compliance Certificate referred to in subsection (c) of this §7.4, an updated Schedule 6.20(g) reflecting the addition or the expiration or termination of any material agreements described in §6.20(g) or a certification from Borrower and the Guarantorsthat there have been no changes in that Schedule; and
(gk) from time to time such other financial data and information in the possession of the Borrower or the Guarantors (including without limitation auditors’ management letterspertaining to Forestar Group, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrowerits Subsidiaries, the Guarantors Joint Ventures and the Mortgaged Properties and Negative Pledge Properties, as Agent or their respective Subsidiaries) as the Agent any Lender may reasonably request. Any material request from time to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewithtime.
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (Forestar Real Estate Group Inc.)
Financial Statements, Certificates and Information. The Forestar Group and Borrower and the Guarantors will deliver or cause to be delivered to each of the BanksAgent:
(a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of Forestar Group, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Forestar Group and the audited balance sheet its Subsidiaries as of Borrower and the Trust, respectively, at the end of such year, and the related unaudited statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s equity capital and cash flows 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 GAAP, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s report prepared without qualification by a nationally recognized accounting firmfirm reasonably acceptable to Agent, and any other information the Banks Agent may need require to complete a financial analysis of Forestar Group and its Subsidiaries; provided that so long as Forestar Group is required to file its audited financial statements with the Borrower Securities and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority BanksExchange Commission, the Borrower delivery of such filed financial statements shall not be required to deliver satisfy the balance sheets, statements or other matters required by foregoing requirements of this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustclause (a);
(b) as soon as practicable, but in any event not later than fiftyforty-five (5545) days after the end of each fiscal quarter of Forestar Group and its Subsidiaries (excluding the first three (3) calendar quarters of fourth fiscal quarter in each year), copies of the unaudited balance sheet of the Borrower Forestar Group and the Guarantors, respectively, its Subsidiaries as at of the end of such quarter, and the related unaudited statements of income, changes in shareholder’s equity capital and cash flows for the portion of the calendar Forestar Group’s fiscal year then elapsed, all in reasonable detail and prepared on a Consolidated basis in accordance with GAAPGAAP (other than the inclusion of footnotes); provided that so long as Forestar Group is required to file its quarterly financial statements with the Securities and Exchange Commission, the delivery of such filed financial statements shall satisfy the foregoing requirements; together with a certification by the principal financial or accounting officer Principal Financial Officer of the Borrower and the Guarantors, respectively, Forestar Group that the information contained in such financial statements fairly presents presents, in all material respects, the financial position of such Person Forestar Group and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust;
(c) as soon as practicable, but in any event not later than fifty-five (55) days after simultaneously with the end of each delivery of the calendar quartersfinancial statements referred to in subsections (a) and (b) of this §7.4, an updated Rent Roll a statement (a “Compliance Certificate”) certified by the Principal Financial Officer of Forestar Group in the form of Exhibit B hereto (or in such other form as Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in §8.3(i), §8.7 and operating statements with respect §9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in GAAP since the Collateral Property, such statements and reports to be in a form reasonably satisfactory to AgentBalance Sheet Date;
(d) at concurrently with the delivery of the financial statements described in subsections (a) and (b) of this §7.4, a certificate signed by the Principal Financial Officer of Forestar Group to the effect that, having read this Agreement, and based upon an examination which such times officer deems sufficient to enable such officer to make an informed statement, such officer is not aware of any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen facts with respect thereto;
(15e) within twenty (20) days after the end of each calendar month, an updated a certificate in the form of Exhibit E attached hereto (a “Borrowing Base Certificate”), certified by a Principal Financial Officer of Forestar Group, pursuant to which Forestar Group shall calculate the amount of the Borrowing Base as to the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2;
(e) at such times when there is an Aquia Joint Venture, as soon as practicable, but in any event not later than fifteen (15) days after of the end of each the immediately preceding calendar month; provided that Borrower may, an updated certificate at its option, deliver one additional Borrowing Base Certificate each month in connection with a redesignation or addition of Borrowing Base Assets as to the Joint Venture Value demonstrating Borrower’s compliance contemplated hereunder. All income, expense and value associated with the availability limitations set forth in §2.2Mortgaged Property or Negative Pledge Property or other assets disposed of during such calendar month will be eliminated from calculations, where applicable;
(f) promptly after they are filed simultaneously with the Internal Revenue Servicedelivery of the Compliance Certificate referred to in subsection (c) of this §7.4, a statement, certified as true and correct by the Principal Financial Officer of Forestar Group, of all Indebtedness of Forestar Group and its Subsidiaries as the end of such fiscal quarter, including, with respect to each such Indebtedness, the original principal amount thereof and outstanding principal amount as of the end of such fiscal quarter, the amount remaining undisbursed, if any, the maturity date and any extension options, the required monthly payments of principal and interest, the identity of the lender, the interest rate, the collateral for such Indebtedness, whether such Indebtedness is recourse or Non-recourse Indebtedness, and whether any default or event of default exists with respect to such Indebtedness;
(g) if requested by Agent, copies of all annual federal income tax returns and amendments thereto of Forestar Group and its Subsidiaries;
(h) not later than March 1 of each year during the term of the Loan, the Budget for Forestar Group and its Subsidiaries for such calendar year. Such Budget shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the assumptions upon which the Budget is based and such other information as Agent may request;
(i) not later than March 1 of each year during the term of the Loan, projected statements of profit and loss and cash flows for Forestar Group and its Subsidiaries, prepared on a quarterly basis, for the current calendar year and next succeeding calendar year. Such projections shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the assumptions upon which such projections are based and such other information as Agent may request;
(j) simultaneously with the delivery of the Compliance Certificate referred to in subsection (c) of this §7.4, an updated Schedule 6.20(g) reflecting the addition or the expiration or termination of any material agreements described in §6.20(g) or a certification from Borrower that there have been no changes in that Schedule;
(k) if the Credo Acquisition has occurred, by March 31 of each year, commencing in 2013, an Engineering Report as of the immediately preceding December 31 prepared by Netherland, ▇▇▇▇▇▇ & Associates, Inc., ▇▇▇▇▇▇▇ Petroleum Consultants or another independent petroleum engineering firm of recognized standing chosen by Borrower and reasonably acceptable to Agent, concerning the Guarantors; andOil and Gas Properties owned by the Credo Entities which have attributable to them proved oil or gas reserves, which report shall contain sufficient information to enable Forestar Group to meet the reporting requirements concerning oil and gas reserves contained in Regulations S-K and S-X promulgated by the SEC (including the definitions and guidelines as set forth therein and including applicable FASB accounting standards, except as may be noted in such report). This report shall be prepared in accordance with applicable petroleum resources management system guidelines approved by the Society of Petroleum Engineers (or any generally recognized successor organization). This report shall distinguish (or shall be delivered together with certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Credo Mortgaged Properties from those properties treated in the report which are not Credo Mortgaged Properties;
(gl) from time to time such other financial data and information in the possession of the Borrower or the Guarantors (including without limitation auditors’ management letterspertaining to Forestar Group, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrowerits Subsidiaries, the Guarantors Joint Ventures and the Mortgaged Properties and Negative Pledge Properties, as Agent or their respective Subsidiaries) as the Agent any Lender may reasonably request. Any material request from time to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewithtime.
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (Forestar Group Inc.)
Financial Statements, Certificates and Information. The Borrower and the Guarantors Guarantor will deliver or cause to be delivered to each of the Banks:
(a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of the Guarantor, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Guarantor and the audited balance sheet of Borrower and the Trust, respectively, its Subsidiaries at the end of such year, and the related unaudited audited Consolidated statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s 's equity and cash flows 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 GAAPgenerally accepted accounting principles, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s 's report prepared without qualification by a nationally recognized Deloitte & Touche, or by another "Big Five" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower's taxable net income for the prior fiscal year, and any other information the Banks may need to complete a financial analysis of the Borrower Guarantor and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustits Subsidiaries;
(b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) calendar fiscal quarters of each yearthe Borrower and the Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the GuarantorsGuarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income, changes in shareholder’s 's equity and cash flows for the portion of the calendar Borrower's and the Guarantor's, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAPgenerally accepted accounting principles (which, as to the Guarantor, may be provided by inclusion in the Form 10-Q of the Guarantor for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower and the GuarantorsGuarantor, respectively, that the information contained in such financial statements fairly presents the financial position of such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the TrustGuarantor;
(c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the calendar quartersfirst three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an updated Rent Roll and operating statements with respect extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Collateral Property, such statements Agent and reports each of the Banks simultaneously with delivery to be in a form reasonably satisfactory to Agentthe SEC);
(d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than fifty-five (55) days after the fifteen end of the first three (153) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries for such period;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of Guarantor and of the general partner of the Borrower in the form of Exhibit B hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date;
(f) 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 Guarantor or the partners of the Borrower;
(g) as soon as practicable but in any event not later than fifty-five (55) days after the end of each calendar monthof the first three (3) fiscal quarters of the Borrower, an updated certificate as rent roll aggregating information for all Real Estate and operating statements and tenant sales reports with respect to all Real Estate with respect to such fiscal quarter, such statements and reports to be in form reasonably satisfactory to the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2Agent;
(eh) at such times when there is an Aquia Joint Venture, as soon as practicable, practicable but in any event not later than fifteen one hundred (15100) days after the end of each calendar monththe fourth fiscal quarter of the Borrower, an updated certificate as rent roll aggregating information for all Real Estate and rolling four (4) quarter operating statements and tenant sales reports with respect to all Real Estate, such statements and reports to be in form reasonably satisfactory to the Joint Venture Value demonstrating Borrower’s compliance with the availability limitations set forth in §2.2Agent;
(fi) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, the following with respect to each acquisition of an interest in Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(i), provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent reasonably available to the Borrower or its Subsidiaries): (i) the closing statement relating to such acquisition, (ii) a description of the property acquired, (iii) a certificate from the chief financial or accounting officer of the Borrower stating that (A) an environmental site assessment has been prepared by an environmental engineer and such assessment contains no material qualifications with respect to such Real Estate and (B) a statement of condition of such Real Estate has been prepared by a construction engineer and such statement contains no material qualifications, and (iv) a historical operating statement of such Real Estate for such period as may be available to the Borrower and a current rent roll for such Real Estate;
(j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the GuarantorsGuarantor;
(k) promptly upon completion, copies of such market studies relating to the Real Estate as are from time to time prepared by or on behalf of the Borrower or its Subsidiaries;
(l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request;
(m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development;
(n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year;
(o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows 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, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, that Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Guarantor); and
(gp) from time to time such other financial data and information in the possession of the Borrower Borrower, the Guarantor or the Guarantors their respective Subsidiaries (including without limitation auditors’ ' management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, Borrower or the Guarantors or their respective SubsidiariesGuarantor) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewith.
Appears in 1 contract
Sources: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Financial Statements, Certificates and Information. The ESC and Lead Borrower and the Guarantors will deliver or cause to be delivered to each of the BanksAgent:
(a) as soon as practicable, but in any event not later than one hundred twenty (100120) days after the end of each calendar yearfiscal year of ESC, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners ESC and the audited balance sheet its Subsidiaries as of Borrower and the Trust, respectively, at the end of such year, and the related unaudited statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s equity capital and cash flows 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 GAAP, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s report prepared without qualification by a ESC’s current accounting firm or other nationally recognized accounting firmfirm reasonably acceptable to Agent, and any other information the Banks Agent or Lenders may need reasonably require to complete a financial analysis of ESC and its Subsidiaries; provided that so long as ESC is required to file its audited financial statements with the Borrower Securities and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority BanksExchange Commission, the Borrower delivery of such filed financial statements shall not be required to deliver satisfy the balance sheets, statements or other matters required by foregoing requirements of this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustclause (a);
(b) as soon as practicable, but in any event not later than fifty-five sixty (5560) days after the end of each fiscal quarter of ESC and its Subsidiaries (excluding the first three (3) calendar quarters of fourth fiscal quarter in each year), copies of the unaudited balance sheet of the Borrower ESC and the Guarantors, respectively, its Subsidiaries as at of the end of such quarter, and the related unaudited statements of income, changes in shareholder’s equity capital and cash flows for the portion of the calendar ESC’s fiscal year then elapsed, all in reasonable detail and prepared on a Consolidated basis in accordance with GAAPGAAP (other than the inclusion of footnotes); provided that so long as ESC is required to file its quarterly financial statements with the Securities and Exchange Commission, the delivery of such filed financial statements shall satisfy the foregoing requirements; together with a certification by the principal financial or accounting officer Principal Financial Officer of the Borrower and the Guarantors, respectively, ESC that the information contained in such financial statements fairly presents presents, in all material respects, the financial position of such Person ESC and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust;
(c) as soon as practicable, but in any event not later than fifty-five one hundred twenty (55120) days after the end of each fiscal year of NOC, the audited Consolidated balance sheet of NOC and its Subsidiaries as of the calendar quartersend of such year, an updated Rent Roll and operating the related statements with respect to of income, changes in capital and cash flows for such year, each setting forth in comparative form the Collateral Property, figures for the previous fiscal year and all such statements and reports to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared without qualification by NOC’s current accounting firm or a form nationally recognized accounting firm reasonably satisfactory acceptable to Agent;, and any other information Agent or Lenders may require to complete a financial analysis of NOC and its Subsidiaries.
(d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen sixty (1560) days after the end of each calendar monthfiscal quarter of NOC and its Subsidiaries (excluding the fourth fiscal quarter in each year), an updated certificate copies of the balance sheet of NOC and its Subsidiaries as of the end of such quarter, and the related statements of income, changes in capital and cash flows for the portion of NOC’s fiscal year then elapsed, all in reasonable detail and prepared on a Consolidated basis in accordance with GAAP (other than the inclusion of footnotes); together with a certification by the Principal Financial Officer of NOC that the information contained in such financial statements fairly presents, in all material respects, the financial position of NOC and its Subsidiaries on the date thereof (subject to the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2year-end adjustments);
(e) at simultaneously with the delivery of the financial statements referred to in subsections (a), (b), (c) and (d) of this §7.4, a statement (a “Compliance Certificate”) certified by the Principal Financial Officer of NOC and the Principal Financial Officer of ESC in the form of Exhibit B hereto (or in such times when there is an Aquia Joint Venture, other form as soon as practicable, but Agent may approve from time to time) setting forth in any event not later than fifteen (15) days after the end of each calendar month, an updated certificate as to the Joint Venture Value demonstrating Borrower’s reasonable detail computations evidencing compliance with the availability limitations set forth covenants contained in §2.29 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in GAAP since the Closing Date;
(f) promptly after they are filed concurrently with the Internal Revenue Servicedelivery of the financial statements described in subsections (a), (b), (c) and (d) of this §7.4, a certificate signed by the Principal Financial Officer of NOC to the effect that, having read this Agreement, and based upon an examination which such officer deems sufficient to enable such officer to make an informed statement, such officer is not aware of any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto;
(g) simultaneously with the delivery of the Compliance Certificate referred to in subsection (e) of this §7.4, a statement, certified as true and correct by the Principal Financial Officer of NOC, of all Indebtedness of NOC and its Subsidiaries as the end of such fiscal quarter, including, with respect to each such Indebtedness, the original principal amount thereof and outstanding principal amount as of the end of such fiscal quarter, the amount remaining undisbursed, if any, the maturity date and any extension options, the required monthly payments of principal and interest, the identity of the lender, the interest rate, the collateral for such Indebtedness, and whether any default or event of default exists with respect to such Indebtedness;
(h) if requested by Agent, copies of all annual federal income tax returns and amendments thereto of ESC and its Subsidiaries;
(i) not later than March 1 of each year during the Borrower term of the Loan, the Budget for NOC and its Subsidiaries for such calendar year. Such Budget shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the Guarantorsassumptions upon which the Budget is based and such other information as Agent may request;
(j) not later than March 1 of each year during the term of the Loan, projected statements of profit and loss and cash flows for NOC and its Subsidiaries, prepared on a quarterly basis, for the current calendar year and next succeeding calendar year. Such projections shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the assumptions upon which such projections are based and such other information as Agent may request; and
(gk) from time to time upon the request of Agent or any Lender, copies of surveys prepared by each state agency with primary responsibility for regulating any Borrower’s operations in any such state.
(l) from time to time such other financial data and information in the possession of the Borrower or the Guarantors (including without limitation auditors’ management letterspertaining to ESC and its Subsidiaries, property inspection NOC and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, the Guarantors or their respective its Subsidiaries) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Collateral, as Agent and the Banks or any Lender may reasonably request from any liability in connection therewithtime to time.
Appears in 1 contract
Sources: Credit Agreement (Emeritus Corp\wa\)
Financial Statements, Certificates and Information. The Borrower and the Guarantors Signal Landmark will deliver or cause to be delivered the Agent (and the Agent will thereafter deliver to each of the BanksLenders within a reasonable time) the following information on a consolidated and consolidating basis:
(a) as As soon as practicable, but in any event not later than one hundred ninety (10090) days after the end of each calendar yearfiscal year of Borrower, the unaudited balance sheet of the Subsidiary Property Owners and the audited balance sheet sheets of Borrower on a combined and individual basis with respect to each, together with the Trust, respectivelyaudited balance sheet, at the end of such year, and the related unaudited statements (as to the Subsidiary Property Owners) and individual audited statements as to Borrower and Trust of income, changes in shareholder’s equity capital and cash flows for such yearyear for Borrower, 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 GAAPGenerally Accepted Accounting Principles, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s report prepared without qualification by a nationally recognized an accounting firmfirm reasonably acceptable to the Agent, and any other information the Banks Agent may need reasonably require to complete a financial analysis of the Borrower and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust;
(b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) calendar quarters of each year, copies of the unaudited balance sheet of the Borrower and the Guarantors, respectively, as at the end of such quarter, and the related unaudited statements of income, changes in shareholder’s equity and cash flows for the portion of the calendar year then elapsed, all in reasonable detail and prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrower and the Guarantorschief financial officer of each such other entity that the information contained in such financial statements fairly presents the financial position of Borrower and the Guarantors on the date thereof, respectivelyand together with a written statement from the reviewing 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, 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;
(b) As soon as practicable, but in any event not later than forty five (45) days after the end of each Fiscal Quarter of Borrower and Signal Landmark, the balance sheet of Borrower and Signal Landmark, on an aggregated and individual basis, and the related Consolidated statements of income, statements of cash flows for the portion of the fiscal year then elapsed on an aggregated and individual basis, all prepared in accordance with Generally Accepted Accounting Principles, and showing any variations for such quarter from the initial Project Budget, which information shall be provided in the form of the balance sheet and statements previously provided to the Agent, together with a certification by the principal financial or accounting officer of each reporting entity that the information contained in such financial statements fairly presents the financial position of such Person entity on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by . The statements delivered at the Agent or end of the Majority Banks, the fiscal year of Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(baudited in accordance with subsection (a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustabove;
(c) as soon as practicableContemporaneously with the delivery of the financial statements referred to in clause (a) and (b) above, but a statement of all contingent liabilities of Borrower, Signal Landmark and Signal Holdings which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guarantees, endorsements and other contingent obligations in respect of indebtedness of others, and obligations to reimburse the issuer in respect of any event not letters of credit);
(d) Not later than fiftyforty-five (5545) days after the end of each of the calendar quartersmonth, an updated Rent Roll and operating statements with respect to the Collateral Property, such statements and reports to be in a form reasonably satisfactory to Agent;
except ninety (d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen (1590) days after year-end, a statement (a “Compliance Certificate”) certified by the chief executive officer, chief financial officer, principal finance or accounting officer of Borrower and Signal Landmark in the form of Exhibit “D” hereto evidencing compliance with the applicable Financial Covenants, and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Date, and further certifying that such officer has caused this Agreement to be reviewed and has no knowledge of any Default or Event of Default in the performance or observance of any of the provisions hereof during such Fiscal Quarter or at the end of such year, or, if such officer has such knowledge, specifying each calendar month, an updated certificate as to Default or Event of Default and the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2nature thereof;
(e) Simultaneously with the delivery of the Compliance Certificate, such information as Agent shall reasonably request showing any changes in the Asset Value of the Projects (including any Hard Costs). In addition, at such times when there is an Aquia Joint Venturethe request of the Agent, as soon as practicable, but in any event not later than fifteen (15) days after the end of each calendar month, an updated certificate as Signal Landmark shall submit to the Joint Venture Agent invoices, work orders and other documentation reasonably satisfactory to the Agent supporting the calculation of the costs included in the Asset Value demonstrating Borrower’s compliance with the availability limitations set forth in §2.2calculations;
(f) promptly after they are filed Not later than seven (7) days following the end of each month during the term of this Agreement (or on the next Business Day as applicable), for review by the Agent only, a monthly sales report reflecting the sale of any Unit and a schedule of Homes Under Contract, together with pricing and anticipated closing dates;
(g) Contemporaneously with the Internal Revenue Servicedelivery of such information to Borrower, copies of all investment reports, investment summaries, appraisals or other information relating to any Project;
(h) Copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantors;
(i) Not later than the end of each fiscal year, a Project Budget for each Project. Each Project Budget shall be in form reasonably satisfactory to the Agent and shall contain such other information as the Agent may request;
(j) Simultaneously with the delivery of the financial statements referred to in subsection (b) above, a statement of all Distributions made by Borrower and the Guarantors and showing the flow of such; and
(gk) from From time to time such other financial data and information in the possession of the Borrower or and the Guarantors (including without limitation auditors’ management letters, market comparable studies, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting Borrower and the Borrower, the Guarantors or their respective SubsidiariesGuarantors) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewith.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (California Coastal Communities Inc)
Financial Statements, Certificates and Information. The Borrower and the Guarantors Guarantor will deliver or cause to be delivered to each of the Banks:
(a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of the Guarantor, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Guarantor and the audited balance sheet of Borrower and the Trust, respectively, its Subsidiaries at the end of such year, and the related unaudited audited Consolidated statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s 's equity and cash flows 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 GAAPgenerally accepted accounting principles, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s 's report prepared without qualification by a nationally recognized Deloitte & Touche, or by another "Big Five" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower's taxable net income for the prior fiscal year, and any other information the Banks may need to complete a financial analysis of the Borrower Guarantor and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustits Subsidiaries;
(b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) calendar fiscal quarters of each yearthe Borrower and Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the GuarantorsGuarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income, changes in shareholder’s 's equity and cash flows for the portion of the calendar Borrower's and the Guarantor's, respectively, fiscal year then elapsed, and a statement showing the aging of the receivables and payables for the Mortgaged Properties, all in reasonable detail and prepared in accordance with GAAPgenerally accepted accounting principles (which, as to the Guarantor, may be provided by inclusion in the Form 10-Q of the Guarantor for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower and the GuarantorsGuarantor, respectively, that the information contained in such financial statements fairly presents the financial position of such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the TrustGuarantor;
(c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the calendar quartersfirst three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an updated Rent Roll and operating statements with respect extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Collateral Property, such statements Agent and reports each of the Banks simultaneously with delivery to be in a form reasonably satisfactory to Agentthe SEC);
(d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than fifty-five (55) days after the fifteen end of the first three (153) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower and each of the Mortgaged Properties, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries and the Mortgaged Properties for such period;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the Guarantor and of the general partner of the Borrower in the form of Exhibit C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date;
(f) 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 Guarantor or the partners of the Borrower;
(g) as soon as practicable but in any event not later than fifty-five (55) days after the end of each calendar monthof the first three (3) fiscal quarters of the Borrower, an updated certificate as Rent Roll aggregating information for the Mortgaged Properties and operating statements and tenant sales reports with respect to the Total Development Costs demonstrating Borrower’s compliance Mortgaged Properties with respect to such fiscal quarter, such statements and reports to be in form reasonably satisfactory to the availability limitations set forth in §2.2Agent;
(eh) at such times when there is an Aquia Joint Venture, as soon as practicable, practicable but in any event not later than fifteen one hundred (15100) days after the end of each calendar monththe fourth fiscal quarter of the Borrower, an updated certificate as Rent Roll aggregating information for the Mortgaged Properties and rolling four (4) quarter operating statements and tenant sales reports with respect to the Joint Venture Value demonstrating Borrower’s compliance with Mortgaged Properties, such statements and reports to be in form reasonably satisfactory to the availability limitations set forth in §2.2Agent;
(fi) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, the following with respect to each acquisition of an interest in Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(i), provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent reasonably available to the Borrower or its Subsidiaries): (i) the closing statement relating to such acquisition, (ii) a description of the property acquired, (iii) a certificate from the chief financial or accounting officer of the Borrower stating that (A) an environmental site assessment has been prepared by an Environmental Engineer and such assessment contains no material qualifications with respect to such Real Estate and (B) a statement of condition of such Real Estate has been prepared by a construction engineer and such statement contains no material qualifications, and (iv) a historical operating statement of such Real Estate for such period as may be available to the Borrower and a current rent roll for such Real Estate;
(j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the GuarantorsGuarantor;
(k) promptly upon completion, copies of such market studies relating to the Mortgaged Property and the other Eligible Real Estate as are from time to time prepared by or on behalf of the Borrower or its Subsidiaries;
(l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request;
(m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development;
(n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year;
(o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows 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, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, that the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Guarantor); and
(gp) from time to time such other financial data and information in the possession of the Borrower Borrower, the Guarantor or the Guarantors their respective Subsidiaries (including without limitation auditors’ ' management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, Borrower or the Guarantors or their respective SubsidiariesGuarantor) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewith.
Appears in 1 contract
Sources: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Financial Statements, Certificates and Information. The Borrower and the Guarantors Guarantor will deliver or cause to be delivered to each of the Banks:
(a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of the Guarantor, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Guarantor and the audited balance sheet of Borrower and the Trust, respectively, its Subsidiaries at the end of such year, and the related unaudited audited Consolidated statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s 's equity and cash flows 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 GAAPgenerally accepted accounting principles, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s 's report prepared without qualification by a nationally recognized Deloitte & Touche, or by another "Big Five" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower's taxable net income for the prior fiscal year, and any other information the Banks may need to complete a financial analysis of the Borrower Guarantor and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustits Subsidiaries;
(b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) calendar fiscal quarters of each yearthe Borrower and the Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the GuarantorsGuarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income, changes in shareholder’s 's equity and cash flows for the portion of the calendar Borrower's and the Guarantor's, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAPgenerally accepted accounting principles (which, as to the Guarantor, may be provided by inclusion in the Form 10-Q of the Guarantor for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower and the GuarantorsGuarantor, respectively, that the information contained in such financial statements fairly presents the financial position of such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the TrustGuarantor;
(c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the calendar quartersfirst three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an updated Rent Roll and operating statements with respect extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Collateral Property, such statements Agent and reports each of the Banks simultaneously with delivery to be in a form reasonably satisfactory to Agentthe SEC);
(d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen fifty-five (1555) days after the end of each calendar monththe first three (3) fiscal quarters of the Borrower, an updated certificate as to copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Total Development Costs demonstrating Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower’s compliance , prepared on a basis consistent with the availability limitations set forth statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in §2.2such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries for such period;
(e) at simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of Guarantor and of the general partner of the Borrower in the form of Exhibit C hereto (or in such times when there is an Aquia Joint Venture, other form as soon as practicable, but the Agent may approve from time to time) setting forth in any event not later than fifteen (15) days after the end of each calendar month, an updated certificate as to the Joint Venture Value demonstrating Borrower’s reasonable detail computations evidencing compliance with the availability limitations set forth covenants contained in §2.2Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date;
(f) 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 Guarantor or the partners of the Borrower;
(g) [INTENTIONALLY OMITTED];
(h) [INTENTIONALLY OMITTED];
(i) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, the following with respect to each acquisition of an interest in Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(I), provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent reasonably available to the Borrower or its Subsidiaries): (i) the closing statement relating to such acquisition, (ii) a description of the property acquired, (iii) a certificate from the chief financial or accounting officer of the Borrower stating that (A) an environmental site assessment has been prepared by an environmental engineer and such assessment contains no material qualifications with respect to such Real Estate and (B) a statement of condition of such Real Estate has been prepared by a construction engineer and such statement contains no material qualifications, and (iv) a historical operating statement of such Real Estate for such period as may be available to the Borrower and a current rent roll for such Real Estate;
(j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the GuarantorsGuarantor;
(k) [INTENTIONALLY OMITTED];
(l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request;
(m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development;
(n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year;
(o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows 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, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Guarantor); and
(gp) from time to time such other financial data and information in the possession of the Borrower Borrower, the Guarantor or the Guarantors their respective Subsidiaries (including without limitation auditors’ ' management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, Borrower or the Guarantors or their respective SubsidiariesGuarantor) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewith.
Appears in 1 contract
Sources: Unsecured Revolving Loan Agreement (Ramco Gershenson Properties Trust)
Financial Statements, Certificates and Information. The Borrower and the Guarantors Guarantor will deliver or cause to be delivered to each of the Banks:
(a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of the Guarantor, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Guarantor and the audited balance sheet of Borrower and the Trust, respectively, its Subsidiaries at the end of such year, and the related unaudited audited Consolidated statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s 's equity and cash flows 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 GAAPgenerally accepted accounting principles, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s 's report prepared without qualification by a nationally recognized Deloitte & Touche, or by another "Big Six" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower's taxable net income for the prior fiscal year, and any other information the Banks may need to complete a financial analysis of the Borrower Guarantor and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustits Subsidiaries;
(b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) calendar fiscal quarters of each yearthe Borrower and the Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the GuarantorsGuarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income, changes in shareholder’s 's equity and cash flows for the portion of the calendar Borrower's and the Guarantor's, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAPgenerally accepted accounting principles (which, as to the Guarantor, may be provided by inclusion in the Form 10-Q of the Guarantor for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower and the GuarantorsGuarantor, respectively, that the information contained in such financial statements fairly presents the financial position of such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust;
(c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the calendar quarters, an updated Rent Roll and operating statements with respect to the Collateral Property, such statements and reports to be in a form reasonably satisfactory to Agent;
(d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than the fifteen (15) days after the end of each calendar month, an updated certificate as to the Total Development Costs demonstrating Borrower’s compliance with the availability limitations set forth in §2.2;
(e) at such times when there is an Aquia Joint Venture, as soon as practicable, but in any event not later than fifteen (15) days after the end of each calendar month, an updated certificate as to the Joint Venture Value demonstrating Borrower’s compliance with the availability limitations set forth in §2.2;
(f) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantors; and
(g) from time to time such other financial data and information in the possession of the Borrower or the Guarantors (including without limitation auditors’ management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, the Guarantors or their respective Subsidiaries) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewith.ss.7.4
Appears in 1 contract
Sources: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Financial Statements, Certificates and Information. The Borrower and the Guarantors Guarantor will deliver or cause to be delivered to each of the Banks:
(a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each calendar yearfiscal year of Guarantor, the unaudited audited Consolidated balance sheet of the Subsidiary Property Owners Guarantor and the audited balance sheet of Borrower and the Trust, respectively, its Subsidiaries at the end of such year, and the related unaudited audited Consolidated statements (as to the Subsidiary Property Owners) and audited statements as to Borrower and Trust of income, changes in shareholder’s 's equity and cash flows 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 GAAPgenerally accepted accounting principles, and accompanied as to the Subsidiary Property Owners by a certification by the principal financial or accounting officer of the Subsidiary Property Owners that the information contained in such statements fairly presents the financial position of the Subsidiary Property Owners as of such date, and as to Borrower and Trust by an auditor’s 's report prepared without qualification by Grant Thornton LLP or by a nationally recognized "Big Five" accounting firm, the Form 10-K ▇▇ ▇▇▇▇▇▇▇▇▇ filed with the SEC (unless the SEC has approved an extension, in which event Guarantor will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of Guarantor's taxable net income for the prior fiscal year, and any other information the Banks may need to complete a financial analysis of the Borrower Guarantor and the Guarantors; provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(a) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trustits Subsidiaries;
(b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) calendar fiscal quarters of each yearthe Borrower and Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and the Guarantorsits Subsidiaries and Guarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income, changes in shareholder’s 's equity and cash flows for the portion of the calendar Borrower's and Guarantor's, respectively, fiscal year then elapsed, and a statement showing the aging of the receivables and payables for the Collateral Properties, all in reasonable detail and prepared in accordance with GAAPgenerally accepted accounting principles (which, as to Guarantor, may be provided by inclusion in the Form 10-Q of Guarantor for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower and the GuarantorsGuarantor, respectively, that the information contained in such financial statements fairly presents the financial position of such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust;
(c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the calendar quartersfirst three (3) fiscal quarters of Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an updated Rent Roll and operating statements with respect extension in which event Guarantor will deliver such copies of the Form 10-Q to the Collateral Property, such statements Agent and reports each of the Banks simultaneously with delivery to be in a form reasonably satisfactory to Agentthe SEC);
(d) at such times the Total Development Costs do not equal or exceed $20,000,000.00, as soon as practicable, but in any event not later than fifty-five (55) days after the fifteen end of the first three (153) fiscal quarters of the Borrower, copies of an operating statement of operating cash flow for such fiscal quarter for the Borrower and an operating statement of operating cash flow for such fiscal quarter for the Borrower and each of the Collateral Properties, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the Borrower, that the information contained in such statement fairly presents the financial position of the Borrower and the Collateral Properties for such period;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of Guarantor and the Borrower in the form of Exhibit C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 of the Secured Revolving Credit Agreement and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date;
(f) 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 Guarantor or the partners of the Borrower;
(g) as soon as practicable but in any event not later than fifty-five (55) days after the end of each calendar monthof the first three (3) fiscal quarters of the Borrower, an updated certificate as Rent Roll aggregating information for the Collateral Properties and operating statements and tenant sales reports with respect to the Total Development Costs demonstrating Borrower’s compliance Collateral Properties with respect to such fiscal quarter, such statements and reports to be in form reasonably satisfactory to the availability limitations set forth in §2.2Agent;
(eh) at such times when there is an Aquia Joint Venture, as soon as practicable, practicable but in any event not later than fifteen one hundred (15100) days after the end of each calendar monththe fourth fiscal quarter of the Borrower, an updated certificate as Rent Roll aggregating information for the Collateral Properties and rolling four (4) quarter operating statements and tenant sales reports with respect to the Joint Venture Value demonstrating Borrower’s compliance with Collateral Properties, such statements and reports to be in form reasonably satisfactory to the availability limitations set forth in §2.2Agent;
(fi) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the GuarantorsGuarantor;
(j) [INTENTIONALLY OMITTED];
(k) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower (or in which the Borrower owns an interest) and stating the location thereof, the date acquired and the acquisition cost, and (ii) listing the Indebtedness of the Borrower (excluding Indebtedness of the type described in Section 8.1(b)-(e) of the Secured Revolving Credit Agreement), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse,
(l) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the Collateral Properties for the next fiscal year;
(m) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower at the end of such year, and the related unaudited statements of income, changes in shareholder's equity and cash flows 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, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower on the date thereof;
(n) to the extent not covered above, copies of the financial statements delivered to the lenders under the Secured Revolving Credit Agreement; and
(go) from time to time such other financial data and information in the possession of the Borrower Borrower, the Guarantor or the Guarantors their respective Subsidiaries (including without limitation auditors’ ' management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, the Guarantors Guarantor or their respective Subsidiaries) as the Agent may reasonably request. Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies thereof to Agent and the Banks. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Banks from any liability in connection therewith.
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Sources: Bridge Loan Agreement (Ramco Gershenson Properties Trust)