Common use of CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Seller hereby represents and warrants to the Administrative Agent, as of the date hereof, that: (a) the representations and warranties made by it in the Receivables Purchase Agreement are true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) as of (i) the date hereof and (ii) immediately after giving effect to this Amendment to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) on and as of such earlier date; (b) no Facility Suspension Event exists as of the date hereof and immediately after giving effect to this Amendment; and (c) the execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment, the Receivables Purchase Agreement (as amended hereby) and the other Purchase Documents to which it is a party are within its organizational powers and have been duly authorized by all necessary organizational action on its part, and this Amendment, the Receivables Purchase Agreement (as amended hereby) and the other Purchase Documents to which it is a party are its valid and legally binding obligations, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Seller hereby represents The waiver and warrants consent of Wendy’s to the Administrative AgentTransactions is subject to, and given in reliance upon, the following terms, conditions, agreements, representations and warranties: A. Franchisees warrant, represent and agree that no change in the current structure or ownership of Franchisees shall occur unless all of the Transactions are consummated as described in Section 1.A hereof. Franchisees further warrant, represent and agree that the description of the Transactions set forth in Section 1.A hereof is a complete and accurate description of the corporate restructuring and other transactions being undertaken by DavCo Operations and DavCo Restaurants in connection with the Offering and that the structure and ownership of each of the Franchisees following the Transaction Closing shall remain as set forth in Section 1.A hereof except as otherwise permitted hereby. (1) Franchisees warrant, represent and confirm that Franchisees were, as of the Initial Consent Date, are, as of the date hereof, that: (a) the representations and warranties made by it in the Receivables Purchase Agreement are true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall will be true and correct as made) as of the Transaction Closing, (i) duly-organized, validly existing and in good standing under the date hereof laws of the State of Delaware, and duly authorized to do business and in good standing in the States of Maryland and Virginia, and the District of Columbia and (ii) immediately after giving effect to this Amendment to in compliance with all applicable laws and regulations. (2) Franchisees warrant, represent and confirm that all of the same extent equity interests in each of DavCo Restaurants and DavCo Operations were, as though made on of the Initial Consent Date, and are, as of the date hereof, owned as set forth in Recital F. (3) (i) Franchisees warrant, represent and confirm that as of and following the Transaction Closing, except to the extent such representations and warranties specifically relate to an earlier dateotherwise provided herein, in which case such representations and warranties shall have been true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty including as shall be true required to effect a Follow-on Offering (as defined in Section 17.B(1) hereof), (i) the authorized capital stock of DavCo Restaurants shall consist solely of (A) up to 16,800,000 shares of Class A Common Stock, to be held pursuant to the Offering and correct as madeany Follow-on Offering, (B) on up to 2,800,000 shares of Class B Common Stock, to be held by the Current Principals, the Trusts and as CVC, (C) up to 10,000,000 shares of such earlier date; Class C Common Stock, par value $.01 per share (b) no Facility Suspension Event exists the “Class C Common Stock”), none of which shall be issued and outstanding as of the date hereof Transaction Closing (or thereafter without Wendy’s prior written consent) and immediately after giving effect (D) up to this Amendment1,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”), none of which shares shall be issued and outstanding as of the Transaction Closing (or thereafter without Wendy’s prior written consent); and and (cii) the execution authorized capital stock of DavCo Operations shall consist solely of shares of common stock, all of which shall be issued to and delivery held by it DavCo Restaurants; and no other capital stock of this AmendmentDavCo Restaurants or DavCo Operations shall be issued or outstanding. Except as provided in the preceding sentence, neither DavCo Restaurants nor DavCo Operations shall, as of and following the performance Transaction Closing, except to the extent otherwise provided herein (including the over-allotment option described in Section 4.A(y)), have any other authorized or outstanding capital stock, equity interests, warrants or options to acquire any capital stock or equity interests or securities convertible into any of its obligations under this Amendment, the Receivables Purchase Agreement foregoing (as amended herebyother than the DavCo Restaurants Long-Term Incentive Plan (the “LTIP”) and the other Purchase Documents DavCo Restaurants Dividend Reinvestment Plan (the “Reinvestment Plan”)). Shares of Class B Common Stock will be exchangeable for XXXx on the basis to which it be set forth in the Stockholders Agreement and are otherwise not exchangeable or convertible. Each share of Common Stock is entitled to one vote and the shares of Common Stock vote together as a party are within its organizational powers single class, except to the extent that class voting is required by law. The shares of Class B Common Stock outstanding on the Transaction Closing and have been duly authorized held by the Control Block Principals (as hereinafter defined) shall represent not less than a ten percent (10%) interest in the total economic value of the total outstanding equity interests, and not less than a ten percent (10%) interest in the total outstanding voting interests, in DavCo Restaurants (in each case on a fully-diluted basis). The Recapitalization will be approved prior to the effectiveness thereof by all necessary organizational action on its part, and this Amendment, of the Receivables Purchase Agreement (as amended hereby) and the other Purchase Documents to which it is a party are its valid and legally binding obligations, enforceable in accordance with its terms, subject to the effect stockholders of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generallyDavCo Restaurants.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Each of the Seller Representative and each Seller hereby represents and warrants to the Administrative AgentPurchaser, as of the date hereof, that: (a) the representations and warranties made by it in the Receivables Purchase Agreement are true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) as of (i) the date hereof and (ii) immediately after giving effect to this Amendment Amendment, in each case to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) on and as of such earlier date; (b) no Facility Suspension Event exists as of such Person has the date hereof requisite power and immediately after giving effect authority to enter into and deliver this Amendment; and, and it has taken all necessary corporate or other action required to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by such Person; (c) this Amendment constitutes the execution and delivery by it of this Amendmentlegal, and the performance of its obligations under this Amendment, the Receivables Purchase Agreement (as amended hereby) and the other Purchase Documents to which it is a party are within its organizational powers and have been duly authorized by all necessary organizational action on its part, and this Amendment, the Receivables Purchase Agreement (as amended hereby) and the other Purchase Documents to which it is a party are its valid and legally binding obligationsobligations of such Person, enforceable in accordance with its their terms, subject to the effect of bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar laws Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law; and (d) no Facility Suspension Event has occurred and is continuing, or would occur as a result of creditors’ rights generallythis Amendment or the transactions contemplated hereby.