Transferor Investor Group and the Acquiring
Investor Group and (iv) administrative information with respect to the Acquiring
Investor Group and its related Funding Agent.
This Investor Group Supplement and all matters arising under or in any manner
relating to this Investor Group Supplement shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to
any choice of law or conflict provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York, and the obligations, rights
and remedies of the parties hereto shall be determined in accordance with such
law.
ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ON THE SERIES 2020-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES
2020-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN
CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY
HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS
INVESTOR GROUP SUPPLEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Investor Group
Supplement to be executed by their respective duly authorized officers as of the
date first set forth above.
C-4
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[
], as Transferor Investor Group By:
Name:
Title [
], as Acquiring Investor Group By:
Name:
Title: [
], as Funding Agent By:
Name:
Title
C-5
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CONSENTED AND ACKNOWLEDGED BY THE MASTER ISSUER: WENDY'S FUNDING, LLC, as Master
Issuer By:
Name:
Title:
C-6
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CONSENTED BY: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as L/C Provider By:
Name:
Title: By:
Name:
Title: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline
Lender By:
Name:
Title: By:
Name:
Title:
C-7
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SCHEDULE I TO
INVESTOR GROUP SUPPLEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as
Transferor Investor Group
Prior Commitment Amount: $[
]
Revised Commitment Amount:
$[
]
Prior Maximum Investor Group
Principal Amount:
$[
]
Revised Maximum Investor
Group Principal Amount:
$[
]
[
], as
Acquiring Investor Group
Address:
Attention:
Telephone:
Facsimile:
Purchased Percentage of
Transferor Investor Group's Commitment: [
]%
Prior Commitment Amount: $[
]
Revised Commitment Amount:
$[
]
Prior Maximum Investor Group
C-8
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Principal Amount:
$[
]
Revised Maximum Investor
Group Principal Amount:
$[
]
[
], as
related Funding Agent
Address: Attention:
Telephone:
Facsimile:
C-9
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EXHIBIT D TO CLASS A-1
NOTE PURCHASE AGREEMENT
[FORM OF PURCHASER'S LETTER]
[INVESTOR]
[INVESTOR ADDRESS]
Attention: [INVESTOR CONTACT]
[Date]
Ladies and Gentlemen:
Reference is hereby made to the Class A-1 Note Purchase Agreement dated June 17,
2020 (the "NPA") relating to the offer and sale (the "Offering") of