Wendy's International (WEN)

(a)       the Administrative Agent shall receive at least five Business Days’ (or such other period as may be agreed to by the Administrative Agent in its sole discretion) prior written notice of such Proposed Acquisition, which notice shall include, without limitation, a reasonably detailed description of such Proposed Acquisition and a reasonable estimate of the amount (if any) of any Net Cash Proceeds of any Equity Issuance and/or Debt Issuance proposed to be used to pay for such Permitted Acquisition;

(b)       such Proposed Acquisition shall only involve assets (which may include Stock) comprising a business, or any assets of a business, of the type engaged in by Arby’s Opco Borrower and its Subsidiaries as of the Initial Closing Date or WII Co-Borrower and its Subsidiaries as of the Restatement Effective Date or any other business that is reasonably related, complementary or ancillary thereto (or a reasonable extension or expansion thereof) or otherwise part of the quick service restaurant business;

(c)       such Proposed Acquisition shall be consensual and shall have been approved, if required by applicable Requirements of Law or Contractual Obligations, by the Proposed Acquisition Target’s Board of Directors;

(d)       no additional Indebtedness shall be incurred, assumed or otherwise be reflected on a Consolidated balance sheet of Ultimate Parent Co-Borrower and the Proposed Acquisition Target after giving effect to such Proposed Acquisition, except (i) Loans made hereunder, (ii) ordinary course trade payables and accrued expenses and (iii) Indebtedness permitted under Section 8.1;

(e)       within 30 days after (or such later date as may be agreed to by the Administrative Agent, in its sole discretion) the date of the consummation of such Proposed Acquisition, each applicable Loan Party and any Person that is a Proposed Acquisition Target and its Subsidiaries shall have executed such documents and taken such actions as may be required under Section 7.11;

(f)        any Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to such Proposed Acquisition, such existing financial information, financial analysis, documentation or other existing information relating to such Proposed Acquisition as the Administrative Agent or any Lender shall reasonably request;

(g)       on or prior to the date of the consummation of such Proposed Acquisition, the Administrative Agent shall have received copies of the acquisition agreement and, promptly thereafter (but in any event not later than 15 days after the consummation of such Proposed Acquisition or such later date as may be agreed to by the Administrative Agent in its sole discretion), all related Contractual Obligations, instruments and all opinions, certificates, lien search results and other documents reasonably requested by the Administrative Agent;

(h)       on the date of the consummation of such Proposed Acquisition and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) all representations and warranties contained in Article IV and in the other Loan Documents shall be true and correct in all material respects;

(i)        on the date of the consummation of such Proposed Acquisition and after giving effect thereto, the Leverage Ratio of Ultimate Parent Co-Borrower shall be less than the maximum ratio permitted by Section 5.1 by at least 0.25 to 1.0 on a Pro Forma Basis after giving effect to such Proposed Acquisition and any other transactions to be consummated substantially contemporaneously therewith (with the Leverage Ratio recomputed as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1(a) or (b)); and

(j)        on the date of the consummation of such Proposed Acquisition and after giving effect thereto, Ultimate Parent Co-Borrower shall be in compliance with the covenants in Section 5.2 and Section 5.3 on a Pro Forma Basis (with such covenants recomputed as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1(a) or (b));

provided that in respect of Proposed Acquisitions that are both (x) for consideration not in excess of $5,000,000 individually and (y) for consideration not in excess of $10,000,000 in the aggregate in any Fiscal Year, clauses (a), (f), (g), (h) and (i) above shall not apply, so long as no Event of Default has occurred and is continuing (or will occur and be continuing after giving effect to such Proposed Acquisition) and Ultimate Parent Co-Borrower is in compliance with Section 5.1 on a Pro Forma Basis on the date of the consummation of such Proposed Acquisition and after giving effect thereto and to any other transactions to be consummated substantially contemporaneously therewith (with the Leverage Ratio recomputed as of the last day of the most recently ended Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1(a) or (b)).

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