Wendy's International (WEN)

“Collateral Coverage Ratio”).  To the extent that the Collateral Coverage Ratio is less than 18%, the Agent may, in is sole discretion, request that the Borrower grant, or cause any of its Restricted Subsidiaries to grant, a Lien on additional restaurant sites which are fee-owned and operated by the Borrower or any Restricted Subsidiary such that the Collateral Coverage Ratio is restored to 20%.  The Agent and the Borrower shall within 30 days mutually agree upon the designation of such additional restaurant sites which are fee-owned and operated by the Borrower or any of its Restricted Subsidiaries and on which a Lien shall be granted.  If such an agreement cannot be reached within this period, the Agent shall, in its sole discretion, designate such additional restaurant sites which are fee-owned and operated by the Borrower or any of its Restricted Subsidiaries (excluding restaurant sites which are put up for sale by the Borrower in good faith).  In designating such additional restaurant sites which are fee-owned and operated by the Borrower or any of its Restricted Subsidiaries, the Agent shall use reasonable efforts to minimize the Borrower’s and its Restricted Subsidiaries’ out-of-pocket costs, including (without limitation) mortgage recording taxes and title insurance premiums.  Upon any such designation, the applicable Group Members owning such restaurant sites shall promptly, but not later than 90 days (or within such longer period as agreed thereto by the Agent, in its sole discretion, but in any event no later than within 150 days) thereafter, (i) execute and deliver a first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real properties, (ii) if requested by the Collateral Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property in an amount at least equal to 110% of the Real Estate Fair Value of such real properties (or such other amount as shall be reasonably specified by the Collateral Agent) together with such title endorsements as may be reasonably requested by the Collateral Agent, provided, however, that for any jurisdiction wherein a zoning endorsement is unavailable or the cost of the issuance of the zoning endorsement for such real property is calculated as a percentage of the premium for the applicable title insurance policy, in lieu of such zoning endorsement, the applicable Group Member shall deliver a zoning compliance report or a letter from the applicable municipality which demonstrates that the current use of such real property is in compliance with applicable zoning requirements and (A) a Survey certified to the Collateral Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, or (B) in the absence of a Survey, the title and extended coverage insurance shall not contain a general survey exception and shall contain, to the extent available in the particular jurisdiction and applicable to the particular property,a survey endorsement, an access endorsement, a contiguity endorsement and a comprehensive endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.