Common use of SEC Reporting Obligations Clause in Contracts

SEC Reporting Obligations. (a) The Buyer shall prepare and deliver all financial and other information relating to the Company and its Subsidiaries, in such form and manner and at such times as the Sellers’ Representative may reasonably request to enable the Sellers’ Representative to satisfy its reporting and other obligations under applicable laws, rules and regulations of the SEC and the NYSE, including in respect of Triarc’s Annual Report on Form 10-K for the fiscal year ending December 30, 2007 (the “Triarc 2007 10-K”) and Triarc’s Current Report on Form 8-K related to the consummation of the transactions contemplated by the Merger Agreement, and any amendments to any of the foregoing; and, in connection therewith, the Buyer shall, after receiving reasonable advance notice, provide the Sellers’ Representative’s officers and employees and its independent auditors with reasonable access to the books and records of the Company (to the extent that they relate to the period ending on the Closing Date). (b) The Buyer shall provide such cooperation as the Sellers’ Representative may reasonably request to permit the Sellers’ Representative’s independent auditors to complete their review of the financial statements required to be included in their audit of the financial statements required to be included in the Triarc 2007 10-K. (c) The Buyer shall cause such of its employees as the Sellers’ Representative shall reasonably request to deliver to the Sellers’ Representative certifications, consistent in form and substance with past practice, and to participate in a pre-filing “certification” meeting with the officers and employees of Triarc, in connection with the filing of the Triarc 2007 10-K. (d) As long as the Sellers’ Representative is required to report its investment in the Buyer under the equity method of accounting in accordance with GAAP, the Buyer shall prepare and deliver all financial and other information relating to the Buyer and its Subsidiaries, in such form and manner and at such times as the Sellers’ Representative may reasonably request to enable the Sellers’ Representative to satisfy its reporting and other obligations under applicable laws, rules and regulations of the SEC and the New York Stock Exchange. Without limiting the generality of the foregoing, upon the reasonable request of the Sellers’ Representative, the Buyer shall (i) use its commercially reasonable efforts to cause its independent auditors to deliver to the SEC any auditor’s consent that is required to be included in any filing with the SEC that includes or incorporates by reference the financial statements of the Buyer or the Company and (ii) to the extent the Sellers’ Representative or any of its Subsidiaries conducts or intends to conduct an offering of securities (and if the registration statement, prospectus or offering memorandum for such offering includes or incorporates by reference the financial statements of the Buyer), use its commercially reasonable efforts to cause its independent auditors to deliver a letter containing statements and information of the type ordinarily included in accountant’s “comfort letters” with respect to the financial statements and financial information relating to the Buyer contained or incorporated by reference in any such document relating to any such offering, in the case of each of (i) and (ii) above, within the time period reasonably requested by the Sellers’ Representative. In addition, in connection with any SEC filing required to be made by the Sellers’ Representative or any of its Subsidiaries (or any SEC review of such filing), the Buyer shall permit the Sellers’ Representative, its officers and employees and its independent auditors to have reasonable access, during normal business hours and upon reasonable advance notice, to the properties, books and records of the Buyer and its Subsidiaries solely for the purpose of preparing any such SEC filing or responding to SEC questions, comments or requests on such SEC filing, and to cause the Buyer and its representatives to cooperate fully in such preparation or response. (e) The Sellers’ Representative shall reimburse the Buyer for the reasonable out-of-pocket expenses payable to a third party that the Buyer incurs in connection with this Section 6.24; provided, however, that the Sellers’ Representative shall not be obligated to reimburse the Buyer for any such expenses to the extent that the Buyer would have otherwise incurred such expenses in connection with satisfying its reporting and other obligations under applicable laws, rules and regulations of the SEC and the NYSE or having its independent auditors complete their review or audit of any financial statements of the Company. The Sellers’ Representative shall and shall cause its representatives, to keep confidential all information received by it under this Section 6.24 until such time as such information is included in filings made by the Sellers’ Representative to satisfy its filing and reporting obligations under applicable law, including the rules and regulations of the SEC and NYSE.

SEC Reporting Obligations. The Borrower and each of its subsidiaries and affiliates has filed all required forms, reports and documents with the Securities and Exchange Commission (a"SEC") The Buyer shall prepare since the earliest date on which the Borrower and deliver all financial any of its subsidiaries and other information relating affiliates became subject to the Company and its Subsidiaries, in such form and manner and at such times as the Sellers’ Representative may reasonably request to enable the Sellers’ Representative to satisfy its reporting and other obligations under applicable laws, rules and regulations of Section 13 or 15(d) of the SEC and the NYSESecurities Exchange Act of 1934, including in respect of Triarc’s Annual Report on Form 10-K for the fiscal year ending December 30, 2007 as amended (the “Triarc 2007 10-K”"Exchange Act") and Triarc’s Current Report on Form 8-K related to the consummation of the transactions contemplated by the Merger Agreement, and any amendments to any of the foregoing; and, in connection therewith(collectively, the Buyer shall"Borrower SEC Reports"), after receiving reasonable advance notice, provide the Sellers’ Representative’s officers and employees and its independent auditors with reasonable access to the books and records all of the Company (to the extent that they relate to the period ending on the Closing Date). (b) The Buyer shall provide such cooperation as the Sellers’ Representative may reasonably request to permit the Sellers’ Representative’s independent auditors to complete their review of the financial statements required to be included in their audit of the financial statements required to be included in the Triarc 2007 10-K. (c) The Buyer shall cause such of its employees as the Sellers’ Representative shall reasonably request to deliver to the Sellers’ Representative certifications, consistent in form and substance with past practice, and to participate in a pre-filing “certification” meeting with the officers and employees of Triarc, in connection with the filing of the Triarc 2007 10-K. (d) As long as the Sellers’ Representative is required to report its investment in the Buyer under the equity method of accounting which were prepared in accordance with GAAP, the Buyer shall prepare and deliver all financial and other information relating to the Buyer and its Subsidiaries, in such form and manner and at such times as the Sellers’ Representative may reasonably request to enable the Sellers’ Representative to satisfy its reporting and other obligations under applicable laws, rules and regulations requirements of the SEC Exchange Act and the New York Stock ExchangeSecurities Act of 1933, as amended (the "Securities Act"). Without limiting the generality As of the foregoingtheir respective dates, upon the reasonable request of the Sellers’ Representative, the Buyer shall Borrower SEC Reports (i) use its commercially reasonable efforts complied as to cause its independent auditors to deliver to the SEC any auditor’s consent that is required to be included form in any filing all material respects with the SEC that includes or incorporates by reference the financial statements applicable requirements of the Buyer or the Company federal securities laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the extent statements made therein, in the Sellers’ Representative or any light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets of the Borrower and of each of its Subsidiaries conducts or intends to conduct an offering of securities (subsidiaries and if the registration statement, prospectus or offering memorandum for such offering includes or incorporates by reference the financial statements of the Buyer), use its commercially reasonable efforts to cause its independent auditors to deliver a letter containing statements and information of the type ordinarily affiliates included in accountant’s “comfort letters” with respect to the financial statements and financial information relating to the Buyer contained or incorporated by reference into Borrower SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Borrower and its subsidiaries and affiliates and each of the consolidated statements of income, retained earnings and cash flows of the Borrower and of its subsidiaries and affiliates included in or incorporated by reference into the Borrower SEC Reports (including any such document relating to any such offeringrelated notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Borrower and its subsidiaries and affiliates for the periods set forth therein (subject, in the case of each of (i) and (ii) aboveunaudited statements, within the time period reasonably requested by the Sellers’ Representative. In additionto normal year-end audit adjustments which would not be material in amount or effect), in connection each case in accordance with any SEC filing required to be made by generally accepted accounting principles consistently applied during the Sellers’ Representative or any of its Subsidiaries (or any SEC review of such filing)periods involved, except, in the Buyer shall permit the Sellers’ Representative, its officers and employees and its independent auditors to have reasonable access, during normal business hours and upon reasonable advance notice, to the properties, books and records case of the Buyer and its Subsidiaries solely for the purpose of preparing any such SEC filing or responding to SEC questionsunaudited statements, comments or requests on such SEC filing, and to cause the Buyer and its representatives to cooperate fully in such preparation or response. (e) The Sellers’ Representative shall reimburse the Buyer for the reasonable outas permitted by Form 10-of-pocket expenses payable to a third party that the Buyer incurs in connection with this Section 6.24; provided, however, that the Sellers’ Representative shall not be obligated to reimburse the Buyer for any such expenses to the extent that the Buyer would have otherwise incurred such expenses in connection with satisfying its reporting and other obligations under applicable laws, rules and regulations Q of the SEC and the NYSE or having its independent auditors complete their review or audit of any financial statements of the Company. The Sellers’ Representative shall and shall cause its representatives, to keep confidential all information received by it under this Section 6.24 until such time as such information is included in filings made by the Sellers’ Representative to satisfy its filing and reporting obligations under applicable law, including the rules and regulations of the SEC and NYSESEC.

SEC Reporting Obligations. (a) The Buyer shall prepare Information About the Company and deliver all the Interim Subordinated Note. Subscriber acknowledges that the Company is a public reporting company under the Securities Exchange Act of 1934, and that Subscriber has immediate reporting obligations under such Act of its purchase of the Interim Subordinated Note hereunder, as a result of Subscriber’s ownership of membership interests in the Company and the amount of the Interim Subordinated Note purchased. Subscriber, or its representative(s), has received, read and understands the business, financial and other information relating to operating information, and the risk factors affecting the Company and its Subsidiaries, in such form business and manner and at such times as the Sellers’ Representative may reasonably request to enable the Sellers’ Representative to satisfy its reporting and other obligations under applicable laws, rules and regulations value of the Interim Subordinated Note being purchased hereunder, as described in or set forth in the periodic reports and schedules filed by the Company with the SEC (including all exhibits and the NYSEfinancial statement schedules attached thereto or included therewith), including in respect of Triarc’s Annual Report on Form but not limited to: (1) FORM 10-K Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “34 Act”) for the fiscal year ending December 30ended October 31, 2007 2012; (2) all FORM 8-K reports filed in the “Triarc 2007 10-K”) and Triarc’s Current Report on past twelve months, including Form 8-K related to the consummation of the transactions contemplated by the Merger Agreement, and any amendments to any of the foregoing; and, in connection therewith, the Buyer shall, after receiving reasonable advance notice, provide the Sellers’ Representative’s officers and employees and its independent auditors with reasonable access to the books and records of the Company (to the extent that they relate to the period ending on the Closing Date). (b) The Buyer shall provide such cooperation as the Sellers’ Representative may reasonably request to permit the Sellers’ Representative’s independent auditors to complete their review of the financial statements required to be included in their audit of the financial statements required to be included in the Triarc 2007 10-K. (c) The Buyer shall cause such of its employees as the Sellers’ Representative shall reasonably request to deliver to the Sellers’ Representative certifications, consistent in form and substance with past practice, and to participate in a pre-filing “certification” meeting with the officers and employees of Triarc, reports filed in connection with the filing various amendments to the forbearance agreement and related loan agreements between the Company and AgStar Financial Services, PCA. In addition, Subscriber acknowledges it has received the Company’s unaudited, non-public, financial statements for the fiscal quarter ended January 31, 2013, for the month ended March 31, 2013 and the 5-month period ended March 31, 2013, by reason of its appointees to the Triarc 2007 10-K. (d) As long as Company’s Board of Governors. In addition, Subscriber has reviewed the Sellers’ Representative is required to report its investment in the Buyer under the equity method of accounting in accordance with GAAPAmended Senior Loan Agreement, the Buyer shall prepare and deliver all financial and other information relating to the Buyer and its SubsidiariesInterim Subordinated Debt Subordination Agreement, in such form and manner and at such times as the Sellers’ Representative may reasonably request to enable the Sellers’ Representative to satisfy its reporting and other obligations under applicable laws, rules and regulations of the SEC and the New York Stock ExchangeInterim Subordinated Note. Without limiting the generality foregoing representation, Subscriber understands that, until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminated, all Liens and security interests of Subscriber and the other Initial Sub-debt Holders in the Collateral shall be and are subordinated for all purposes and in all respects to the Liens and security interests of the foregoingSenior Lender in the Collateral, upon and Subscriber and the reasonable request other Initial Sub-debt Holders may not, without the prior written consent of the Sellers’ RepresentativeSenior Lender, the Buyer shall (i) use its commercially reasonable efforts to cause its independent auditors to deliver to the SEC take any auditor’s consent that is required to be included in any filing with the SEC that includes or incorporates by reference the financial statements of the Buyer or the Company and (ii) to the extent the Sellers’ Representative or any of its Subsidiaries conducts or intends to conduct an offering of securities (and if the registration statement, prospectus or offering memorandum for such offering includes or incorporates by reference the financial statements of the Buyer), use its commercially reasonable efforts to cause its independent auditors to deliver a letter containing statements and information of the type ordinarily included in accountant’s “comfort letters” Enforcement Action with respect to the financial statements Subordinated Debt, any of the Collateral or any property or assets of any guarantor of the Subordinated Debt. Without limiting the foregoing, Subscriber acknowledges that the Company may default in its payment obligations under, and/or become out of compliance with one or more covenants in, the Amended Senior Loan Agreement, and financial information relating that there are no assurances that the payment or covenant(s) violations could be cured or that the Company will not violate additional loan covenants in the near future, or that the Senior Lender will not declare an event of default and exercise all of their rights and remedies under the Amended Senior Loan Agreement and/or the Interim Subordinated Debt Subordination Agreement if the Company cannot cure such defaults or violations. Subscriber acknowledges that, upon an Event of Default under any Senior Debt Document, Subscriber and the other Initial Sub-debt Holders shall not be entitled to receive or retain payments of periodic interest under the Interim Subordinated Notes as provided for by the Subordinated Debt Documents (or any subsequent Initial Notes issued pursuant to the Buyer contained or incorporated by reference Indenture Subordinated Debt). Subscriber understands that the foregoing capitalized terms shall have the meaning ascribed to them in any such document relating to any such offeringthe Interim Subordinated Debt Subordination Agreement. Subscriber acknowledges that, in the case of each of (i) event Subscriber, or its representative, has had an opportunity to obtain, and (ii) abovehas received, within the time period reasonably requested by the Sellers’ Representative. In additionany additional information and has had an opportunity to ask such questions of, in connection with any SEC filing required to be made by the Sellers’ Representative or any of its Subsidiaries (or any SEC review of such filing)and receive answers from, the Buyer shall permit Company or an agent or representative of the Sellers’ Representative, its officers and employees and its independent auditors to have reasonable access, during normal business hours and upon reasonable advance noticeCompany, to the properties, books and records of the Buyer and its Subsidiaries solely for the purpose of preparing any such SEC filing or responding extent deemed necessary by Subscriber in order to SEC questions, comments or requests on such SEC filing, and to cause the Buyer and its representatives to cooperate fully form a decision concerning an investment in such preparation or response. (e) The Sellers’ Representative shall reimburse the Buyer for the reasonable out-of-pocket expenses payable to a third party that the Buyer incurs in connection with this Section 6.24; provided, however, that the Sellers’ Representative shall not be obligated to reimburse the Buyer for any such expenses to the extent that the Buyer would have otherwise incurred such expenses in connection with satisfying its reporting and other obligations under applicable laws, rules and regulations of the SEC and the NYSE or having its independent auditors complete their review or audit of any financial statements of the Company. The Sellers’ Representative shall As a result, Subscriber believes it has sufficient knowledge about the business, management and shall cause its representatives, to keep confidential all information received by it under this Section 6.24 until such time as such information is included in filings made by the Sellers’ Representative to satisfy its filing and reporting obligations under applicable law, including the rules and regulations financial affairs of the SEC Company and NYSEthe ethanol plant and the Company’s planned use of the proceeds of this subscription, and the terms and conditions of the purchase of Interim Subordinated Note contemplated hereby.