Wendy's International (WEN)

(a)       Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not overdue by more than 30 days or that can be paid without penalty or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(b)       (i) Liens of landlords arising by statute or otherwise, and (ii) liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law (including, as applicable, under Article 2 of the Uniform Commercial Code of any state of the United States or the District of Columbia and similar laws), created in the ordinary course of business for amounts not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings, if any, and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(c)       pledges and cash deposits made in the ordinary course of business in connection with workers’ compensation, unemployment or other insurance obligations or other types of social security benefits or similar legal obligations or to secure the performance of bids, statutory obligations, public obligations to any Governmental Authority, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, customs or performance bonds;

(d)       encumbrances arising by reason of zoning restrictions, easements, licenses, building codes, land-use restrictions, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of Real Property, and encroachments and other survey defects and imperfections in title, not materially detracting from the value of such Real Property (as then used or proposed to be used) or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such Real Property;

(e)       Liens arising under, or consisting of, leases or subleases of Real Property permitted under this Agreement;

(f)        Liens, pledges and cash deposits to secure any appeal bond with respect to any judgment or order (or similar process) or Liens otherwise granted as part of such judgment or order (or similar process), in each case to the extent no Event of Default exists as a result of such Lien, judgment or order;

(g)       rights of setoff, banker’s liens and similar rights in favor of a banking institution that arise as a matter of law, encumber deposits and are within the general parameters customary in the banking industry;

(h)        Liens that might be deemed to exist on the assets subject to a repurchase agreement constituting a Cash Equivalent permitted hereunder, if such Liens are deemed to exist solely because of the existence of such repurchase agreement;

(i)        Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business in accordance with the past practices;

(j)       the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; and

(k)        in the case of leased Real Property, Liens to which the fee interest (or any superior interest) in such Real Property is subject.

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