Transferor
By:
Name:
Title: By:
Name:
Title:
[
], as Acquiring Committed Note Purchaser
By:
Name:
Title:
[
], as Funding Agent
By:
Name:
Title:
B-5
CONSENTED AND ACKNOWLEDGED BY THE MASTER ISSUER: WENDY'S FUNDING, LLC, as Master
Issuer By:
Name: Title:
B-6
CONSENTED BY: COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, as Swingline Lender
By:
Name:
Title:
By:
Name:
Title:
COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, as L/C Provider
By:
Name:
Title:
By:
Name:
Title:
B-7
SCHEDULE I TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as Transferor
Prior Commitment Amount: $[
]
Revised Commitment Amount: $[
] Prior Maximum Investor Group
Principal Amount: $[
] Revised Maximum Investor Group Principal
Amount: $[
]
Related Conduit Investor
(if applicable) [
]
[
], as
Acquiring Committed Note Purchaser Address:
Attention:
Telephone:
Facsimile:
Purchased Percentage of
Transferor's Commitment: [
]%
Prior Commitment Amount: $[
]
Revised Commitment Amount: $[
]
Prior Maximum Investor Group
Principal Amount: $[
]
Revised Maximum Investor
B-8
Group Principal Amount: $[
]
Related Conduit Investor
(if applicable) [
]
[
], as
related Funding Agent
Address:
Attention:
Telephone:
Facsimile:
B-9
EXHIBIT C TO CLASS A-1
NOTE PURCHASE AGREEMENT
INVESTOR GROUP SUPPLEMENT, dated as of [
], by and among (i)
[
] (the "Transferor Investor Group"), (ii) [
]
(the "Acquiring Investor Group"), (iii) the Funding Agent with respect to the
Acquiring Investor Group listed on the signature pages hereof (each, a "Funding
Agent"), and (iv) the Master Issuer, the Swingline Lender and the L/C Provider
listed on the signature pages hereof.
W
I
T
N
E
S
S
E
T
H:
WHEREAS, this Investor Group Supplement is being executed and delivered in
accordance with Section 9.17(c) of the Series 2019-1 Class A-1 Note Purchase
Agreement, dated as of June 26, 2019 (as from time to time amended, supplemented
or otherwise modified in accordance with the terms thereof, the "Series 2019-1
Class A-1 Note Purchase Agreement"; terms used but not otherwise defined herein
having the meanings ascribed to such terms therein), by and among the Master
Issuer, the Guarantors, the Manager, the Conduit Investors, Committed Note
Purchasers and Funding Agents named therein, the L/C Provider and Swingline
Lender named therein, Wendy's International, LLC, as Manager, and Coöperatieve
Rabobank, U.A., New York Branch, as Administrative Agent (in such capacity, the
"Administrative Agent");
WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and
[a] Committed Note Purchaser[s] with respect to such Conduit Investor under the
Series 2019-1 Class A-1 Note Purchase Agreement; and
WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring
Investor Group [all] [a portion of] its respective rights, obligations and
commitments under the Series 2019-1 Class A-1 Note Purchase Agreement, the
Series 2019-1 Class A-1 Advance Notes and each other Related Document to which
it is a party with respect to the percentage of its Commitment Amount specified
on Schedule I attached hereto;
NOW, THEREFORE, the parties