TO SUPPLY TO ANY COMPANY OR HAS PLACED ANY COMPANY ON "CASH
ON DELIVERY" BASIS, A WRITTEN NOTICE DESCRIBING SUCH OCCURRENCE;
(Q)
CEASE AND DESIST ORDERS.
PROMPTLY, BUT IN NO EVENT LATER THAN
THREE BUSINESS DAYS FROM THE DATE ANY SPECIFIED PERSON HAS ACTUAL KNOWLEDGE OF
THE RECEIPT OF WRITTEN NOTICE OF ANY GOVERNMENT SANCTIONS OR CEASE AND DESIST
ORDERS, A WRITTEN SUMMARY OF SUCH SANCTIONS OR CEASE AND DESIST ORDERS AND
COPIES OF ANY WRITINGS RELATING THERETO;
(R)
ON THE SECOND WEDNESDAY AFTER THE DATE OF THIS AGREEMENT AND
EVERY OTHER WEDNESDAY THEREAFTER (OR IF ANY SUCH WEDNESDAY IS NOT A BUSINESS
DAY, THEN ON THE FOLLOWING BUSINESS DAY), A STATUS REPORT (VIA EMAIL OR OTHER
WRITTEN COMMUNICATION) OF THE DOJ AND SECURITIES AND EXCHANGE COMMISSION
INVESTIGATIONS BASED ON THE ACTUAL KNOWLEDGE OF THE SPECIFIED PERSONS, INCLUDING
INFORMATION KNOWN TO ANY SPECIFIED PERSON (BASED ON A DIRECT COMMUNICATION FROM
THE INVESTIGATING AGENCY TO SUCH SPECIFIED PERSON OR ANY OTHER DIRECT
COMMUNICATION FROM THE INVESTIGATING AGENCY OF WHICH SUCH SPECIFIED PERSON HAS
ACTUAL KNOWLEDGE) AS TO WHETHER ANY INDIVIDUAL OR INDIVIDUALS HAVE BECOME
TARGETS OF SUCH
25
INVESTIGATIONS, AND COPIES OF ANY CORRESPONDENCE, MEMORANDA, REQUESTS OR OTHER
DOCUMENTS DELIVERED TO ANY COMPANY BY THESE AGENCIES TO THE EXTENT SUCH
DISCLOSURE IS PERMITTED BY LAW AND NOT OTHERWISE INDICATED BY THE ISSUING AGENCY
TO BE OF A CONFIDENTIAL NATURE; PROVIDED, HOWEVER, THAT BORROWERS SHALL NOT BE
REQUIRED TO DISCLOSE COMMUNICATIONS WITH LEGAL COUNSEL IN CONNECTION WITH THIS
REQUIREMENT TO THE EXTENT SUCH DISCLOSURE COULD RESULT IN LOSING THE
ATTORNEY/CLIENT COMMUNICATIONS PRIVILEGE WITH RESPECT TO SUCH COMMUNICATIONS;
(S)
OTHER INFORMATION.
WITHIN SUCH PERIOD REASONABLY PRESCRIBED BY
THE AGENT, SUCH OTHER INFORMATION CONCERNING THE BUSINESS, OPERATIONS, PROPERTY
OR FINANCIAL CONDITION OF ANY COMPANY AS ANY BANK (THROUGH THE AGENT) SHALL
REASONABLY REQUEST.
SECTION 5.2
PAYMENT OF TAXES AND OTHER LIABILITIES.
EACH BORROWER AND
PARENT COMPANY WILL, AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, PAY AND
DISCHARGE WHEN DUE, BUT IN NO EVENT, LATER THAN 45 DAYS FOLLOWING THE DATE WHEN
DUE, (I) 90% OF THE AGGREGATE AMOUNT OF ALL TRADE PAYABLES; (II) ROYALTIES;
(III) LICENSE FEES; (IV) FRANCHISE FEES; (V) OPERATING COSTS AND EXPENSES; AND
(VI) SIMILAR EXPENSES AND OBLIGATIONS RELATED TO ITS OPERATIONS, EXCEPT FOR
CONTESTED CLAIMS; AND, EXCEPT FOR CONTESTED CLAIMS, EACH BORROWER AND PARENT
COMPANY WILL, AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, TIMELY PAY AND
DISCHARGE WHEN DUE (A) ALL TAXES; (B) ALL OTHER LAWFUL CLAIMS AGAINST IT OR ANY
OF ITS PROPERTY; AND (C) ALL OF ITS OTHER INDEBTEDNESS, OBLIGATIONS AND
LIABILITIES.
IN NO REGARD SHALL THE FOREGOING SERVE AS A BASIS OF EXCUSING OR
DELAYING THE PAYMENT BY ANY BORROWER OF ANY INDEBTEDNESS OR OTHER AMOUNTS FROM
TIME TO TIME OWED BY IT.
SECTION 5.3
MAINTENANCE OF EXISTENCE AND RIGHTS: CONDUCT OF BUSINESS.
EACH BORROWER AND PARENT COMPANY WILL, AND PARENT COMPANY WILL CAUSE EACH
COMPANY TO, PRESERVE AND MAINTAIN ITS EXISTENCE AND ALL OF ITS LEGAL RIGHTS
NECESSARY OR DESIRABLE IN THE ORDINARY