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This excerpt taken from the WEN 10-Q filed May 7, 2009. Excluded Property” means,
collectively, (i) Excluded Equity, (ii) any permit, lease, license, contract,
instrument or other agreement (including, without limitation, internet domain
names) held by any Grantor that prohibits or requires the consent of any Person
other than Borrowers and their Affiliates as a condition to the assignment
thereof or to the creation by such Grantor of a Lien thereon, or any permit,
lease, license, contract or other agreement held by any Grantor to the extent
that any Requirement of Law applicable thereto prohibits the creation of a Lien
thereon or the assignment thereof, but only, in each case, to the extent, and
for so long as, such prohibition is not terminated or rendered unenforceable or
otherwise deemed ineffective by the UCC or any other Requirement of Law, (iii)
Equipment owned by any Grantor that is subject to a purchase money Lien
(including, for the avoidance of doubt, in connection with purchase money
financings of Equipment entered into within 180 days after the purchase thereof
so long as the Lien in respect thereof is otherwise permitted under the Credit
Agreement) or a Capital Lease, in each case, permitted under the Credit
Agreement, if the contract or other agreement in which such Lien is granted (or
the documentation providing for such Capital Lease) prohibits,
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or
requires the consent of any Person other than Borrowers and their Affiliates as
a condition to, the creation of any other Lien on such Equipment, or establishes
any other condition for an assignment thereof that cannot be satisfied without
involving, or granting benefits to, a party other than the Borrowers and their
Affiliates, (iv) any Deposit Account or Securities Account established by one or
more Grantors for the sole purpose of depositing funds (or Cash Equivalents) in
connection with the discharge of the 2011 Notes as contemplated by the Credit
Agreement, (v) each U.S. application to register any Trademark prior to the
filing under applicable law of a verified statement of use (or equivalent) for
such Trademark, (vi) any Investment Property, Pledged Stock or Pledged Debt
Instrument or joint venture or similar agreement to the extent that a grant of a
security interest in such Investment Property, Pledged Stock or Pledged Debt
Instrument or agreement pursuant to this Agreement would be prohibited by or
requires any consent under the Joint Venture Agreement, dated as of April 18,
1990, between Wendy’s International, Inc. and Wyoming Realty, Inc. establishing
Wendcreek Venture, provided that such security interest shall attach immediately
at such time as the prohibition ceases to be in effect or such consent is
obtained and (vii) with respect to the New Entities, any aircraft; provided, however, that “Excluded
Property” listed in clauses (i), (ii), (v) and (vi) above shall not include any
Proceeds, substitutions or replacements of Excluded Property (unless such
Proceeds, substitutions or replacements would constitute Excluded
Property).
“ This excerpt taken from the WEN 8-K filed Mar 12, 2009. Excluded Property” means, collectively, (i) Excluded Equity, (ii) any permit, lease, license, contract, instrument or other agreement (including, without limitation, internet domain names) held by any Grantor that prohibits or requires the consent of any Person other than Borrowers and their Affiliates as a condition to
the assignment thereof or to the creation by such Grantor of a Lien thereon, or any permit, lease, license, contract or other agreement held by any Grantor to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon or the assignment thereof, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law, (iii)
Equipment owned by any Grantor that is subject to a purchase money Lien (including, for the avoidance of doubt, in connection with purchase money financings of Equipment entered into within 180 days after the purchase thereof so long as the Lien in respect thereof is otherwise permitted under the Credit Agreement) or a Capital Lease, in each case, permitted under the Credit Agreement, if the contract or other agreement in which such Lien is granted (or the documentation providing
for such Capital Lease) prohibits,
or requires the consent of any Person other than Borrowers and their Affiliates as a condition to, the creation of any other Lien on such Equipment, or establishes any other condition for an assignment thereof that cannot be satisfied without involving, or granting benefits to, a party other than the Borrowers and their Affiliates, (iv) any Deposit Account or Securities Account established by one or more Grantors for the sole purpose of depositing funds (or Cash Equivalents) in connection with the discharge of the 2011 Notes as contemplated by the Credit Agreement, (v) each U.S. application to register any Trademark prior to the filing under applicable law of a verified statement of use (or equivalent) for such Trademark, (vi) any Investment Property, Pledged Stock or Pledged Debt Instrument or joint venture or similar agreement to the extent that a grant of a security interest in such Investment Property, Pledged Stock or Pledged Debt Instrument or agreement pursuant to this Agreement would be prohibited by or requires any consent under the Joint Venture Agreement, dated as of April 18, 1990, between Wendy’s International, Inc. and Wyoming Realty, Inc. establishing Wendcreek Venture, provided that such security interest shall attach immediately at such time as the prohibition ceases to be in effect or such consent is obtained and (vii) with respect to the New Entities, any aircraft; provided, however, that “Excluded Property” listed in clauses (i), (ii), (v) and (vi) above shall not include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property). “ | EXCERPTS ON THIS PAGE:
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