This excerpt taken from the WEN 8-K filed Mar 12, 2009.
Unrestricted Subsidiary” means (i) the Wendy’s National Advertising Program Inc. and 256 Gift Card Inc. and (ii) any other direct or indirect Subsidiary of Ultimate Parent Co-Borrower (other than Parent, Arby’s Opco Borrower, Holdco Co-Borrower or WII Co-Borrower) that, at the time of determination, shall be an Unrestricted Subsidiary (as designated by the Board of Directors of Ultimate Parent Co-Borrower, as provided below). The Board of Directors of Ultimate Parent Co-Borrower may designate any Subsidiary of Ultimate Parent Co-Borrower (including any newly acquired or newly formed Subsidiary at or prior to the time it is so formed or acquired) to be an Unrestricted Subsidiary if (a) no Default or Event of Default has occurred and is continuing or will occur as a consequence thereof, (b) such Subsidiary does not own any Stock (or Stock Equivalents) of, or own or hold any Lien on any property of, Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent, Arby’s Opco Borrower or any of their respective Subsidiaries (other than Unrestricted Subsidiaries), (c) such Subsidiary and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any property of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent, Arby’s Opco Borrower or any of their respective Subsidiaries (other than Unrestricted Subsidiaries) and (d) either (A) at the time of such designation such Subsidiary shall not have more than de minimis assets or (B) Ultimate Parent Co-Borrower shall be permitted to make an Investment in such Subsidiary in an amount equal to the fair market value of the Stock and Stock Equivalents of such Subsidiary held by Ultimate Parent Co-Borrower and its Subsidiaries pursuant to Section 8.3. Any Subsidiary of an Unrestricted Subsidiary shall be an Unrestricted Subsidiary for purposes of this Agreement and the other Loan Documents. The Board of Directors of Ultimate Parent Co-Borrower may redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary if (a) no Default or Event of Default has occurred and is continuing or will occur as a consequence thereof, (b) such Subsidiary is a Wholly-Owned Subsidiary and becomes a party to the Guaranty and the Pledge and Security Agreement, (c) after giving effect to such redesignation and the incurrence of any Indebtedness incurred by such Subsidiary since 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), on a Pro Forma Basis, Ultimate Parent Co-Borrower would be in compliance with Sections 5.1, 5.2 and 5.3, and (d) all Indebtedness, Liens and Investments of such Subsidiary outstanding immediately after such designation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Agreement. Each such designation shall be evidenced by filing with the Administrative Agent a certified copy of the resolution giving effect to such designation and a certification from a Responsible Officer of Ultimate Parent Co-Borrower stating that such designation complied with the foregoing conditions.
This excerpt taken from the WEN 8-K filed Jan 16, 2009.
Unrestricted Subsidiary” means any Subsidiary of the Borrower designated as an Unrestricted Subsidiary pursuant to Section 7.11. The Unrestricted Subsidiaries as of the Closing Date are listed on Schedule 1.1F.