Common use of Franchise Matters Clause in Contracts

Franchise Matters. (a) Section 4.21(a) of the Triarc Disclosure Schedule sets forth a true and complete list of all franchise agreements, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, and reserved area agreements (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Franchise Agreements”) that are effective as of the date of this Agreement to which Triarc or any of its Subsidiaries is a party or by which Triarc or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc and its Subsidiaries or among its Subsidiaries) and which grant or purport to grant to a Triarc Franchisee the right to operate or license others to operate or to develop within a specific geographic area or at a specific location (each a “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”). True, correct and complete copies of all forms of Triarc Franchise Agreements used by Triarc or any of its Subsidiaries have been made available to Wendy’s. (b) All Triarc Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30, 2007 and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 2, 2007, (i) Triarc and its Subsidiaries have prepared and maintained each UFOC in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effect. (d) Since January 2, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Triarc Material Adverse Effect. (e) Triarc and its Subsidiaries have not furnished, and have not authorized any Person to furnish: (i) to prospective franchisees in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Law. (f) Section 4.21(f) of the Triarc Disclosure Schedules sets forth all Contracts pursuant to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign Franchises. (g) Section 4.21(g) of the Triarc Disclosure Schedule sets forth a true and complete list of the Contracts other than the Triarc Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matter. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. (i) Triarc has made available to Wendy’s a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement:

Franchise Matters. (a) Section 4.21(aSince June 30, 2003, the Company and its Subsidiaries (i) of the Triarc Disclosure Schedule sets forth a true and complete list have maintained records of all franchise agreementsactivities in which full, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreementstrue, and reserved area complete entries have been made of all material dealings and transactions in relation to their franchise activities, including all offering circulars, Franchise Agreements (as defined below), correspondence with franchisees, written complaints by franchisees, and government audits, (ii) have complied in all material respects with all applicable Laws regarding franchise activities and other franchise-related matters, (iii) have complied with all franchise agreements and other agreements by which the Company or its Subsidiaries directly or indirectly grant any third party franchise rights (each whether not such agreement was entered into before or after June 30, 2002, each, a “Triarc Franchise Agreement” and”), collectively(iv) have obtained and maintained in place franchisee agreements which contain provisions requiring the franchisee to (A) indemnify the Company or any Subsidiary, as applicable, with respect to claims relating to the “Triarc franchisee’s business and (B) to obtain insurance from financially sound and respectable insurers to cover such indemnity, naming the Company as additional insured and loss payee, (v) have timely filed with the applicable Governmental Entities all Uniform Franchise Agreements”Offering Circulars and other required filings, (vi) that are effective each Uniform Franchise Offering Circular delivered to any franchisee, prospective franchisee, or Governmental Entity by the Company or any Subsidiary complied in all material respects as of the date of this Agreement to which Triarc or any of its Subsidiaries is a party or by which Triarc or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc and its Subsidiaries or among its Subsidiaries) and which grant or purport to grant to a Triarc Franchisee the right to operate or license others to operate or to develop within a specific geographic area or at a specific location (each a “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”). True, correct and complete copies of all forms of Triarc Franchise Agreements used by Triarc or any of its Subsidiaries have been made available to Wendy’s. (b) All Triarc Franchise Agreements comply delivered with all requirements of applicable LawsLaw, except for any non-compliance that has and, when delivered, did not had since December 30, 2007 and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 2, 2007, (i) Triarc and its Subsidiaries have prepared and maintained each UFOC in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effect. (d) Since January 2, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made contain any untrue statement of a material fact, omitted fact or omit to state a material fact required to be stated therein, therein or omitted to state any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (vii) the Company and its Subsidiaries have accounted for and administered in accordance with the Franchise Agreements and applicable franchise laws all advertising and marketing funds and cooperatives, if any, which the Company and its Subsidiaries administer and into which monies are paid by their franchisees. Section 3.25(a) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of all currently effective Franchise Agreements, including the name of the franchisee and the date and expiration date of the applicable Franchise Agreement. The Company has provided the Buyer with true, complete and correct copies of all currently effective Franchise Agreements, including any amendments or modifications thereto, as of the date hereof, and there are no oral agreements, promises or understandings with respect to any currently effective Franchise Agreements. (b) Except as set forth in Section 3.25(b) of the Company Disclosure Letter: (i) the royalty rates and required advertising contributions specified in each currently effective Franchise Agreement remain in effect, are being paid when due and have not been reduced, modified, waived, or otherwise affected by any Franchise Agreement “side letter,” modification, amendment, waiver, or suspension, in whole or in part and each currently effective Franchise Agreement is in full force and effect; (ii) all franchise registrations remain in full force and effect and are not the subject of any existing or threatened action by a Governmental Entity or otherwise intended, in whole or in part, to result in the termination, revocation, modification, suspension, conditioning, or dissolution of any such franchise registration and/or any other circumstance which might or would impair, impede or preclude the Company’s ability routinely to renew or amend (as the case may be) any such franchise registration and/or enter into Franchise Agreements in any jurisdiction; (iii) there are no written, or to the Knowledge of the Company, threatened, franchisee complaints, threats to initiate litigation or arbitration, or threats to file complaints with a Governmental Entity, whether such threats have been filed either with the Company or any Subsidiary and/or any third party (including any Governmental Entity); (iv) there exists no extant formal or, to the Knowledge of the Company, informal, complaint, inquiry, investigation, or judicial or administrative action or proceeding, communicated or commenced (as the case may be) by any Governmental Entity, to or against the Company or any Subsidiary regarding its offer and sale of franchises; the administration of its franchise network; advancing or referring to any complaint received from any franchisee; inquiring of or contesting any element of the Company’s franchise program or franchise relationships (including antitrust issues such as predatory pricing or monopolization); and/or, otherwise related to the Company’s or any Subsidiary’s compliance with any franchise Law; (v) there exists no litigation or other claims asserted by any third party against any of the Company’s franchisees in which the Company or any Subsidiary is a party thereto under any theory, including negligence or “vicarious liability”; (vi) no supply Contract to which the Company or any Subsidiary is a party may be unilaterally terminated by the subject supplier as a result of this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, if that supply contract is material to the operation of the Company’s network of franchisees, taken as a whole, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Triarc Material Adverse Effect.; (evii) Triarc and its Subsidiaries have not furnishedsince December 31, and have not authorized any Person to furnish: (i) to prospective franchisees in any United States Jurisdiction any Earnings Claims and no Earnings Claim2004, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law)neither the Company, has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Law. (f) Section 4.21(f) of the Triarc Disclosure Schedules sets forth all Contracts pursuant to which Triarc and/or nor any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services has refused to renew any Franchise Agreement; (viii) to the Triarc Franchisees. When Triarc Company’s Knowledge, no franchisee of the Company or any of its Subsidiaries or affiliates buys productsis currently in default in any material respect under any Franchise Agreement; (ix) since December 31, goods and services from a supplier2004, such supplier charges Triarc or neither the Company nor any of its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by has terminated any Triarc Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign Franchises.; and (gx) Section 4.21(g) the Company may enter into this Agreement and consummate the transactions contemplated hereby without the consent of the Triarc Disclosure Schedule sets forth a true and complete list of the Contracts other than the Triarc Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matterFranchisee. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. (i) Triarc has made available to Wendy’s a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement:

Franchise Matters. (a) Section 4.21(a3.21(a) of the Triarc Wendy’s Disclosure Schedule sets forth a true and complete list of all franchise agreements, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, agreements and reserved area agreements (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Franchise Agreements”) that are effective as of the date of this Agreement to which Triarc Wendy’s or any of its Subsidiaries is a party or by which Triarc Wendy’s or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc Wendy’s and its Subsidiaries or among its Subsidiaries) and which grant or purport to grant to a Triarc Franchisee the right to operate or license others to operate or to develop within a specific geographic area or at a specific location any of the following (each a “Triarc Franchise”): Triarc’s “Wendy’s” restaurants and “Pasta Pomodoro” restaurants (each a “ Triarc “Franchised Restaurant”). True, correct and complete copies of all forms of Triarc Franchise Agreements used by Triarc Wendy’s or any of its Subsidiaries have been made available to Wendy’sTriarc. (b) All Triarc Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30, 2007 and would not reasonably be expected to have have, individually or in the aggregate, a Triarc Wendy’s Material Adverse Effect. (c) Since January 2, 2007, (i) Triarc Wendy’s and its Subsidiaries have prepared and maintained each UFOC in compliance in all material respects with: (A) the UFOC Guidelines; (B) the FTC Rule; Rule and (C) applicable Registration Laws; and (ii) Triarc Wendy’s and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, compliance with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Wendy’s Material Adverse Effect. (d) Since January 2, 2007, Triarc Wendy’s and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Triarc Wendy’s Material Adverse Effect. (e) Triarc Wendy’s and its Subsidiaries have not furnished, and have not authorized any Person to furnish: (i) to prospective franchisees in any United States Jurisdiction any materials or information that could be construed as “earnings claim” information in violation of the requirements specified in Item 19 of the UFOC Guidelines or a “financial performance representation” in violation of § 436.1(e) of the FTC Rule (together, “Earnings Claims and no Earnings ClaimClaim(s)”), and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), Laws) no Earnings Claim has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Law. (f) Section 4.21(f3.21(f) of the Triarc Wendy’s Disclosure Schedules Schedule sets forth all Contracts pursuant to which Triarc Wendy’s and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc Wendy’s or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc Wendy’s or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract Contract pursuant to which Triarc Wendy’s or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign Franchises. (g) Section 4.21(g3.21(g) of the Triarc Wendy’s Disclosure Schedule sets forth a true and complete list of the Contracts other than the Triarc Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matter. (h) Section 4.21(h3.21(h) of the Triarc Wendy’s Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc Wendy’s are currently the subject of a bankruptcy or similar proceeding. (i) Triarc Wendy’s has made available to Wendy’s Triarc a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement:

Franchise Matters. (a) Section 4.21(a3.29(a) of the Triarc Company Disclosure Schedule Letter sets forth a true complete and complete correct list of all franchise agreements(i) development agreements in which the Company or any of its Subsidiaries has granted rights to develop or operate “Xxxx’x Xxxxx” and/or “Xxxx’x Xxxxx Xxxxx House” restaurants, or license agreementsothers to develop or operate “Xxxx’x Xxxxx” and/or “Xxxx’x Xxxxx Steak House” restaurants, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreementswithin specific geographic areas or at specific locations, and reserved area (ii) franchise agreements (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Franchise Agreements”) that are effective as of the date of this Agreement to which Triarc the Company or any of its Subsidiaries is a franchisor party or by which Triarc the Company or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc and its Subsidiaries or among its Subsidiaries) and which that grant or purport to grant to any Person the right to develop or operate “Xxxx’x Xxxxx” and/or “Xxxx’x Xxxxx Xxxxx House” restaurants, or license others to develop or operate “Xxxx’x Xxxxx” and/or “Xxxx’x Xxxxx Steak House” restaurants, within specific geographic areas or at specific locations (each, a Triarc “Company Franchise”), in each case that are in effect (collectively, the “Company Franchise Agreements”). For the avoidance of doubt, the terms Company Franchise Agreements and Company Franchise include any area development agreements, area license or franchise agreements, master franchise agreements, area representative agreements and similar agreements with Persons that cover the development, franchising, or licensing of franchises of “Xxxx’x Xxxxx” and/or “Xxxx’x Xxxxx Xxxxx House” restaurants. The Company has made available to Parent a true, correct and complete copy of each such Company Franchise Agreement and any written amendments, addenda or agreements related thereto. As of the date of this Agreement, no Company Franchisee has asserted the existence of any, and there are no, legally enforceable verbal amendments, addenda or agreements that would reasonably be expected to be material to any Company Franchise Agreement. (b) Except as set forth in Section 3.29(b) of the Company Disclosure Letter, the Company Franchise Agreements do not contain provisions that expressly: (i) grant the Company Franchisee the right to operate develop additional Company Franchises without the payment of additional initial franchise fees, other than in connection with incentive programs generally being offered by the Company or license others its Affiliates to operate new and/or existing franchisee at the time of the sale of such franchise; (ii) restrict the Company or any of its Affiliates from receiving and/or retaining payments, rebates or allowances from suppliers in connection with any Company Franchisee’s purchases from suppliers; and (iii) grant any rights of first offer, right of first refusal, or other options providing exclusive or protected rights relating to the development or operation of Company Franchises in areas that are in addition to the geographic areas designated as the unit territory or development area granted under such executed Company Franchise Agreement, excluding any rights of first offer, right of first refusal, or other options that have expired by their own terms. (c) Section 3.29(c) of the Company Disclosure Letter sets forth a true and complete list of all Company Franchisees, together with the total royalties paid by each such Company Franchisee to the Company or any of its Subsidiaries during the 2022 fiscal year. Except as set forth in Section 3.29(c) of the Company Disclosure Letter, to the Knowledge of the Company, as of the date of this Agreement: (i) no such Company Franchisee is currently involved as a debtor in any bankruptcy proceedings; and (ii) the Company has not received written notice of any Company Franchisee’s intention or plans to close, cease to operate, leave or abandon, or sell its Company Franchises, or terminate or not renew its Company Franchise Agreements. (d) Each of the Company Franchise Agreements is valid and binding on the Company or the Subsidiary of the Company party thereto and, to the Knowledge of the Company, each other party thereto, is in full force and effect, and complies in all material respects with all applicable Laws and any applicable Orders from any Governmental Authority having jurisdiction with respect to the offer and sale of franchises by the Company, subject in each case to the Enforceability Exceptions. Except as set forth in Section 3.29(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any written notice of any material default or event that with or without notice or lapse of time, or both, would constitute a material default by the Company and its Subsidiaries under any Company Franchise Agreement, and there is no Legal Proceeding, examination or audit pending against (or to develop within the Knowledge of the Company, threatened in writing against or naming as a specific geographic area party thereto), the Company or at any of its Subsidiaries by any Company Franchisees alleging material defaults of any Company Franchise Agreement or violations of the Franchise Laws. Except as set forth in Section 3.29(d) of the Company Disclosure Letter, neither the Company nor any Subsidiary of the Company has (i) provided any Company Franchisee with a specific location notice of breach of any Company Franchise Agreement which has not been cured in accordance with the applicable Company Franchise Agreement or otherwise resolved (each whether by termination of the applicable Company Franchise Agreement, settlement or otherwise) or (ii) provided waivers of any material default by Company Franchisees under any Company Franchise Agreement. (e) Section 3.29(e) of the Company Disclosure Letter sets forth: (i) a “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”). True, correct and complete copies list of all forms of Triarc Franchise Agreements used by Triarc Company FDDs that the Company or any of its Subsidiaries have been used to offer or sell Company Franchises within the United States at any time since January 1, 2021 (the “Franchise Schedule Period”); (ii) a list of the jurisdictions in which the Company has currently effective registrations and exemptions under Franchise Laws or has had an effective registration or exemption during the Franchise Schedule Period; and (iii) the effective date and expiration date of each such current and past registration or exemption. The Company has made available to Wendy’s. (b) All Triarc Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30, 2007 Parent and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 2, 2007, (i) Triarc Merger Sub true and its Subsidiaries have prepared and maintained each UFOC in compliance withcomplete copies of: (A) the UFOC Guidelineseach such Company FDD; (B) copies of the FTC Rulelisted franchise registrations, notices of exemption, and any orders, decrees issued to, from, or by any state authority under any Franchise Laws during the Franchise Schedule Period; and (C) written financial performance representations, if any, used outside of the Company FDDs by the Company or any of its Subsidiaries during the Franchise Schedule Period in connection with the offer or sale of Company Franchises. (f) Since the beginning of the Franchise Schedule Period, all offers and sales of Company Franchises by the Company or any of its Subsidiary have been made in material compliance with all applicable Registration Laws; and (ii) Triarc and Franchise Laws in effect at the time of such offer or sale. Since the beginning of the Franchise Schedule Period, all Company FDDs that the Company or any of its Subsidiaries have offered used to offer and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (sell Franchises have contained the “Triarc Foreign Franchises”), information required by Franchise Laws and have otherwise been prepared and maintained each IFOC, delivered to prospective Company Franchisees in compliance, compliance with applicable Franchise Laws in all material respects. Since the beginning of the Franchise Schedule Period, with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for none of the Company or any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effect. (d) Since January 2, 2007, Triarc and of its Subsidiaries have nothave, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, Company FDD or in any applications franchise-related registration, application or filings filing with any non-United States Jurisdictions, Governmental Authority made any untrue statement of a material fact, fact or omitted to state a material fact required to be stated therein, therein or omitted to state any fact necessary in order to make the statements made therein, taken as a wholein light of the circumstances under which they were made, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Triarc Material Adverse Effect. (eg) Triarc Neither the Company nor any of its Subsidiaries is subject to any Order that would prohibit or restrict the offer or sale of Company Franchises in any jurisdiction, nor has the Company or any of its Subsidiaries received any written notice from any Governmental Authority indicating that such stop orders or other Legal Proceedings are or may be threatened. (h) To the Knowledge of the Company, all funds paid to the Company or any of its Subsidiaries by or on behalf of one or more Company Franchises at any time since the beginning of the Franchise Schedule Period for advertising and promotion have been administered in accordance in all material respects with the applicable Company Franchise Agreements and as described in the Company FDDs under which those Company Franchise Agreements were issued. To the Knowledge of the Company, since the beginning of the Franchise Schedule Period, all rebates and other payments made by suppliers and other third parties to the Company or any of its Subsidiaries on account of Company Franchisees’ purchases from those suppliers and third parties or for purposes of doing business with those Company Franchisees, have been administered and spent in accordance in all material respects with the applicable Company Franchise Agreements, applicable Laws, any applicable Contracts between those suppliers or third parties and the Company or any of its Subsidiaries, and as described in the Company FDDs under which the applicable Company Franchise Agreements were issued. (i) The Company has made available to the Parent and Merger Sub true and complete copies of a material sample of all advertising and promotional materials used by the Company or its Subsidiaries during the Franchise Schedule Period to market Franchises. The Company has not published or disseminated any franchise advertising that would reasonably be expected to be in material violation of Franchise Laws. (j) Except as set forth on Section 3.29(j) of the Company Disclosure Letter, during the Franchise Schedule Period, the Company and its Subsidiaries have not furnishedcontracted with or used any independent sales representatives, brokers, consultants, franchise referral networks, or other third parties in connection with the offer or sale of Company Franchises. During the Franchise Schedule Period, the Company has, to the extent applicable, filed all broker and have not authorized any Person to furnish: (i) to prospective franchisees sales agent registrations on a timely basis as required by Franchise Laws during periods in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted which Company Franchises were offered or sold by such third parties on behalf of the Company in the applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Lawjurisdiction. (fk) Except as set forth on Section 4.21(f3.29(k) of the Triarc Company Disclosure Schedules sets Letter, the Company has not organized, sponsored, or given formal recognition to any franchisee advisory council, independent franchisee association, or other organization purporting to represent the interests of Company Franchisees. To the Knowledge of the Company, no independent association or franchisee organization exists which holds itself out as a representative of the Company Franchisees. (l) Except as set forth on Section 3.29(l) of the Company Disclosure Letter, in connection with all Contracts pursuant to which Triarc terminations, non-renewals, or requested and/or completed transfers of Company Franchise Agreements since the beginning of the Franchise Schedule Period, the Company and any of its Subsidiaries or affiliates receives Rebates as a result of transactions between has complied in all material respects with all applicable Relationship Laws and the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign Franchises. (g) Section 4.21(g) requirements of the Triarc Disclosure Schedule sets forth a true and complete list of the Contracts other than the Triarc applicable Company Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matterAgreements. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. (i) Triarc has made available to Wendy’s a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement:

Franchise Matters. (a) Section 4.21(a4.16(a) of the Triarc Disclosure Schedule is a true and complete list each of the Contracts pursuant to which the Company or any Subsidiary has been granted the right by PHI or its Affiliates to operate restaurant franchises in the Pizza Hut System (the “Pizza Hut Franchise Agreements”), including: (i) all agreements pursuant to which the Company or any Subsidiary has been granted the right to operate System Restaurants (as such term is defined in the Location Franchise Agreements) at specified locations (as amended including the Wingstreet Addendum) (the “Location Franchise Agreements”); and (ii) all agreements pursuant to which the Company or any Subsidiary has been granted the right to operate System Restaurants (as such term is defined in the Territory Franchise Agreements) in specific territories (as amended including the Wingstreet Addendum) (the “Territory Franchise Agreements”). (b) Except as set forth in Section 4.16(b) of the Disclosure Schedule, there are no sub franchise, sublicense or sub-development agreements pursuant to which the Company or any Subsidiary has granted its right to operate restaurant franchises in the Pizza Hut System pursuant to the Pizza Hut Franchise Agreements to any third party (the “Pizza Hut Sub Franchise Agreements”). (c) The Sellers have provided to the Purchaser true and complete copies of all the Location Franchise Agreements and Territory Franchise Agreement #12 and all the Pizza Hut Sub Franchise Agreements. Territory Franchise Agreement #12 is representative of the terms and conditions set forth in each Territory Franchise Agreement to which the Company and/or its subsidiaries is a party and each Territory Franchise Agreement contains, in all material respects, identical terms and conditions as those contained in Territory Franchise Agreement #12, except for the territories covered by such Territory Franchise Agreement. (d) Other than the Territory Franchise Agreements and the Location Franchise Agreements, there are no other agreements between PHI and/or its Affiliates, on the one hand, and the Company and/or its Subsidiaries on the other hand, pursuant to which the Company and/or its Subsidiaries has been granted a franchise or other license with respect to operating System Restaurants or other restaurants. (e) Each Pizza Hut Franchise Agreement and Pizza Hut Sub Franchise Agreement (i) is valid and binding on the parties thereto and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally and, subject, as to enforceability, to the effect of general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and (ii) upon consummation of the transactions contemplated by this Agreement and the Escrow Agreement, except to the extent that any consents set forth in Section 4.05 of the Disclosure Schedule are not obtained and subject to the terms of the Pizza Hut Amendment attached hereto as Exhibit C, shall continue in full force and effect without penalty or other adverse consequence. The Company and each Subsidiary have complied, in all materials respects, with their obligations under each Pizza Hut Franchise Agreement and Pizza Hut Sub Franchise Agreement. (f) Section 4.16(f) of the Disclosure Schedule sets forth a true and complete list of all franchise agreements, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, and reserved area agreements (each a “Triarc waivers granted by the Company or any Subsidiary to PHI under the Territory Franchise Agreement” and, collectively, the “Triarc Franchise Agreements”) that are effective Agreements as of the date of this Agreement to which Triarc or any of its Subsidiaries is a party or by which Triarc or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc and its Subsidiaries or among its Subsidiaries) and which grant or purport to grant to a Triarc Franchisee the right to operate or license others to operate or to develop within a specific geographic area or at a specific location (each a “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”). Trueand, correct and complete copies of all forms of Triarc Franchise Agreements used by Triarc or any of its Subsidiaries have been made available to Wendy’s. (b) All Triarc Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30, 2007 and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 2, 2007, (i) Triarc and its Subsidiaries have prepared and maintained each UFOC in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effect. (d) Since January 2, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Triarc Material Adverse Effect. (e) Triarc and its Subsidiaries have not furnished, and have not authorized any Person to furnish: (i) to prospective franchisees in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Law. (f) Section 4.21(f) of the Triarc Disclosure Schedules sets forth all Contracts pursuant to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign Franchisesthose that do not relate to “kiosk” restaurants, specifying the nature and scope of such waiver and any royalty amounts due to the Company, any Subsidiary or PHI and its Affiliates with respect to such waiver. (g) Section 4.21(g) None of the Triarc Disclosure Schedule sets forth a true and complete list Sellers, the Company or any Subsidiary has received any notice of the Contracts other than the Triarc Franchise Agreements that are in effect as of the date hereof with termination, cancellation, breach or default under any formal franchisee association or group of Triarc Franchisees regarding any Triarc Pizza Hut Franchise Agreement or franchise operational matterPizza Hut Sub Franchise Agreement and, to the knowledge of the Company, no other party to any Pizza Hut Franchise Agreement or Pizza Hut Sub Franchise Agreement is in breach thereof or default thereunder. (h) Section 4.21(hThe Company or a Subsidiary, as the case may be, has the full right to exercise any rights to (i) renew or extend the term of any Pizza Hut Franchise Agreements, or (ii) expand the scope of the Triarc Disclosure Schedule sets forth a true locations, territories or concepts covered by such Pizza Hut Franchise Agreements (collectively, the “Franchise Agreement Options”), in each case contained in the Pizza Hut Franchise Agreements, on the terms and complete list of the Triarc Franchisees, if any, that subject to the knowledge conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of Triarc are currently the subject of a bankruptcy or similar proceedingsuch Franchise Agreement Options with respect thereto. (i) Triarc The Company is in compliance with all its obligations to upgrade each “Pizza Hut Restaurant” operated by the Company and its Subsidiaries as set forth in Schedule B to the Territory Franchise Agreements and Appendix I to the Location Franchise Agreements, as applicable (each a “Schedule B”), including its obligations to “Relocate”, “Rebuild”, “Remodel” and/or “Reimage” such restaurants in accordance with the “Upgrade Requirements” set forth in each such Schedule B. No “Reversionary Event” has made available occurred under any Schedule B. The Company and the Subsidiaries have met or surpassed the “Checkpoint Date Percentage” required to Wendy’s a true and complete copy be achieved as of each Current UFOC and Current IFOC.the “Third Anniversary Date” under any such Schedule B. (j) For purposes True and complete copies of the most current “Initial Upgrade Schedule” or “Adjusted Upgrade Schedule” that the Company and or any Subsidiary has delivered to PHI in accordance with each Schedule B (the “Current Upgrade Schedules”) have been delivered to the Purchaser. PHI has not notified the Company or any Subsidiary of any deficiencies in the Current Upgrade Schedules and all such Current Upgrade Schedules have been accepted by PHI subject to any rights of PHI under the terms of the applicable Pizza Hut Franchise Agreements. The Company has no reason to believe that the Company and its Subsidiaries shall not be able to complete all upgrades described in and otherwise satisfy the terms of the Current Upgrade Schedules. (k) The Company and the Subsidiaries maintain satisfactory relations with PHI with respect to the Company’s and the Subsidiaries’ ownership and operation of their Pizza Hut Franchises, subject to ordinary course commercial disputes. As of the date of this Agreement:, the Company and the Subsidiaries are not engaged in any dispute with PHI or its Affiliates, nor has PHI or its Affiliates threatened to cancel or otherwise terminate any of its relationships with the Company or the Subsidiaries, or threatened to decrease or limit the scope of franchise rights set forth in the Pizza Hut Franchise Agreements. (l) For the purpose of this Agreement, the terms, “Adjusted Upgrade Schedule”, “Initial Upgrade Schedule”, “Pizza Hut Restaurant”, “Relocate”, “Remodel”, “Reimage”, “Upgrade Requirements”, “Reversionary Event”, “Checkpoint Date Percentage”, “Rebuild” and “Third Anniversary Date” shall have the meanings ascribed to such terms in such applicable Pizza Hut Franchise Agreements, as are in effect on the date hereof.

Franchise Matters. (a) Section 4.21(a) of The Buddy’s Group Companies currently offer and sell Franchises only for the Triarc Disclosure Schedule sets forth a Buddy’s franchise program. Buddy’s has provided Liberty with access to true and complete list copies of all currently effective (i) Franchise Agreements in which Buddy’s or any of its Subsidiaries has granted rights to third parties to develop, operate or license others to develop or operate any Buddy’s franchise agreements, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, stores within one or more specific geographic areas or at specific locations and reserved area agreements (each a “Triarc ii) Franchise Agreement” and, Agreements of any other nature (collectively, the “Triarc Franchise Buddy’s Specified Agreements”) that are effective as of the date of this Agreement ), in each case to which Triarc Buddy’s or any of its Subsidiaries is a party or by which Triarc Buddy’s or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc Buddy’s and its Subsidiaries or among its Subsidiaries) and which grant or purport to that grant to a Triarc Franchisee any Person the right to develop, operate or license others to develop or operate a Buddy’s Franchise within one or more specific geographic areas. (b) Buddy’s has provided Liberty with a true and complete list of all Buddy’s Franchisees, together with the total royalties paid by each such Buddy’s Franchisee to any of the Buddy’s Group Companies during the fiscal year 2018. (c) Except as set forth in Section 4.27(c) of the Buddy’s Disclosure Letter, the execution, delivery and performance by Buddy’s of this Agreement does not, and the consummation of the Transactions will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to develop within the loss of a specific geographic area benefit under, or at a specific location result in the creation of any Lien upon any of the properties or assets of Buddy’s or any of its Subsidiaries under or any right of rescission or set-off under, any provision of any Buddy’s Specified Agreement. (each a “Triarc Franchise”): Triarcd) Except as set forth in Section 4.27(d) of the Buddy’s restaurants (each a “ Triarc Franchised Restaurant”). TrueDisclosure Letter, correct Buddy’s has provided Liberty with true and complete copies of all forms of Triarc Franchise Agreements used by Triarc Buddy’s FDDs that Buddy’s or any of its Subsidiaries have been made available used to Wendy’s. (b) All Triarc Franchise Agreements comply with all applicable Lawsoffer or sell Buddy’s Franchises at any time since May 1, except for any non-compliance that has not had since December 302016. Since May 1, 2007 and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 22016, 2007, (i) Triarc Buddy’s and its Subsidiaries have prepared and maintained each UFOC of the Buddy’s FDDs in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) accordance with applicable Registration Franchise Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effect. (d) Since January 2, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, such Buddy’s FDDs or in any applications registration, application or filings filing with any non-United States JurisdictionsGovernmental Authority under any Franchise Laws, made any untrue statement of a material fact, fact or omitted to state a material fact required to be stated therein, therein or omitted to state any fact necessary in order to make the statements made therein, taken as a wholein light of the circumstances under which they were made, not misleading, except to the extent any such matter in each case as would notnot individually, individually or in the aggregate, have a Triarc Material Adverse Effectmaterial adverse effect on the Buddy’s Group Companies. Neither Buddy’s nor any of its Subsidiaries have received notice of any actual or, to the Knowledge of Buddy’s, threatened, Claims by any Governmental Authority in which the franchising activities of Buddy’s or any of its Subsidiaries are or may be involved, other than comment letters, requests for information and other routine inquiries. (e) Triarc and Neither Buddy’s nor any of its Subsidiaries have not furnishedis subject to any order, and have not authorized any Person to furnish: (i) to prospective franchisees injunction, judgment, decree, ruling, writ, assessment or arbitration award that would prohibit or restrict the offer or sale of Buddy’s Franchises in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Lawjurisdiction. (f) Section 4.21(f) of the Triarc Disclosure Schedules sets forth all Contracts pursuant All funds administered by or paid to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc Buddy’s or any of its Subsidiaries by or affiliates buys productson behalf of one or more Buddy’s Franchises at any time since May 1, goods 2016, including funds that Buddy’s Franchises contributed for advertising and services promotion and rebates and other payments made by suppliers and other third parties on account of Buddy’s Franchises’ purchases from a supplierthose suppliers and third parties, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods have been administered and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed spent in accordance with the UFOC Guidelines and/or the FTC Rule applicable Buddy’s Franchise Agreements in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign Franchisesall material respects. (g) Either the most recent Buddy’s FDD or Section 4.21(g4.27(g) of the Triarc Buddy’s Disclosure Schedule sets forth Letter contains a true and complete list summary of all material franchise-related arbitrations, litigation, class proceedings, material complaints, disputes or other proceedings which are pending or, to the Contracts other than the Triarc Franchise Agreements that are in effect as Knowledge of the date hereof with Buddy’s, threatened from any formal franchisee Buddy’s Franchisee or association or purporting to represent a group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matterBuddy’s Franchisees. (h) Section 4.21(h) To the Knowledge of the Triarc Disclosure Schedule sets forth a true and complete list Buddy’s Group Companies, since May 1, 2016, neither Buddy’s nor any of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. its Subsidiaries has (i) Triarc has made available offered, sold or granted a Buddy’s Franchise to Wendybe operated outside of the United States or (ii) other than by setting standards, undertaken responsibility for, asserted control over or otherwise intervened in the day-to-day management of any of Buddy’s a true and complete copy of each Current UFOC and Current IFOCFranchisees in any material respect. (j) For purposes of this Agreement:

Franchise Matters. (a) Section 4.21(a) 3.14 of the Triarc Disclosure Schedule sets forth Schedules lists: (i) All present Franchisees of the Corporations, together with (i) a true and complete list listing of all franchise agreementsof the Franchise Documents for each such Franchisee and (ii) a listing of the stores operated by each such Franchisee. (ii) All former Franchisees of the Corporations and the reasons for the termination, license agreementsor expiration, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, and reserved area agreements (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Franchise Agreements”) that are effective as of well as the date of this Agreement the original franchise agreement and termination or expiration date. (iii) All current and threatened litigation or arbitration proceedings between the Corporations and any present or former Franchisee, including a brief description of any such litigation or arbitration proceeding. In the case of all such claims, litigation, or disputes, the Corporations have made available to which Triarc Purchaser copies of all documents relevant thereto. (iv) A summary description of any currently effective arrangements, oral or written, with Franchisees to make payments other than as specified in their Franchise Document, and any Franchisee who is financially in arrears (over 30 days) under obligations to the Corporations or otherwise is in default under its Franchise Document. (v) A summary description of any new or proposed Franchisees who have been provided a Franchise Disclosure Document, but have not yet executed a Franchise Document with the Corporations, and any written agreements with present or former Franchisees or any of its Subsidiaries is a party other parties to acquire Franchises now or by which Triarc or any of its Subsidiaries or its or their properties is bound in the future. (other than any such agreements only between Triarc and its Subsidiaries or among its Subsidiariesb) and which grant or purport to grant to a Triarc Franchisee the right to operate or license others to operate or to develop within a specific geographic area or at a specific location (each a “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”). True, current, correct and complete copies of all forms of Triarc Franchise Agreements used by Triarc or any of its Subsidiaries documents listed and referenced in this 3.14 have been made available to Wendy’s. (b) All Triarc Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30, 2007 and would not reasonably be expected to have a Triarc Material Adverse EffectBuyer. (c) Since January 2There are no agreements, 2007arrangements, (i) Triarc and its Subsidiaries or understandings with any current Franchisee whether oral or written, which have prepared and maintained each UFOC in compliance with: (A) not been disclosed as Franchised Documents on 3.14 of the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse EffectDisclosure Schedules. (d) Since January 2Except as set forth in 3.14 of the Disclosure Schedules, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, no present Franchisee has been granted an exclusive or protected territory (nor the right or option to acquire an exclusive or protected territory) other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken than as a whole, not misleading, except to the extent any such matter would not, individually or expressly set forth in the aggregate, have a Triarc Material Adverse Effectwritten documents listed in 3.14 of the Disclosure Schedules. (e) Triarc and its Subsidiaries have not furnishedExcept as set forth in 3.14 of the Disclosure Schedules, and have not authorized no Franchisee has a right of first refusal, option or other arrangement, or any Person right to furnish: (i) to prospective franchisees in any United States Jurisdiction any Earnings Claims and no Earnings Claimacquire additional Franchises or expand the Franchisee's protected territory, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Lawif applicable. (f) Section 4.21(f) of the Triarc Disclosure Schedules sets forth The Corporations have complied with all Contracts pursuant to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign FranchisesLaws. (g) Section 4.21(g) of the Triarc Disclosure Schedule sets forth a true The Corporations have been and complete list of the Contracts other than the Triarc are presently in compliance with all Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matterDocuments, including all duties, obligations and requirements therein. (h) Section 4.21(h) The consummation of the Triarc Disclosure Schedule sets forth a true and complete list transactions contemplated hereby will not affect the validity or enforceability of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceedingFranchise Documents. (i) Triarc No Franchisee has made available delivered or threatened to Wendy’s deliver a true and complete copy notice of each Current UFOC and Current IFOCintent to cease being a Franchisee, or rescind a Franchise Document, whether as a result of the transactions contemplated hereby or otherwise. (j) For purposes All prospective Franchisees were delivered a copy of this Agreementthe then-current Franchise Disclosure Document by the Corporations, in accordance with applicable Franchise Laws in all respects. (k) Each Franchise Document: (i) has been duly executed by the applicable Corporation; (ii) constitutes the valid and binding agreement of the Franchisee, enforceable by the Corporations in accordance with its terms; and (iii) complies with all applicable Franchise Laws and any applicable judgments, consents or decrees from any Governmental Authority having jurisdiction with respect to the offer and sale of Franchises by the Corporations. (l) None of the Corporations nor any of their agents or representatives have furnished to a Franchisee or a prospective Franchisee any materials or information that could be construed as "earnings claim" or “financial performance representation” in violation of applicable Franchise Laws. (m) With respect to any terminations, expirations and non-renewals, the Corporations have complied with all applicable Franchise termination, unfair practices, and/or relationship laws, including, but not limited to, Franchise Laws and those laws' requirements with respect to the proper notice of default, time to cure, and the actual termination of any Franchisee. (n) None of the Corporations receives or has received any Rebates, whether or not such Rebates are utilized by any of the Corporations, paid to Franchisees or expended in connection with the operation of the franchise system, such as for advertising and marketing purposes. (o) None of the Corporations have offered for sale a Franchise to any Person in any other country outside of Canada, including the United States.

Franchise Matters. (a) Section 4.21(a4.19(a) of the Triarc Company Disclosure Schedule Letter sets forth a true and complete list of all franchise agreements, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, and reserved area agreements (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Franchise Agreements”) that are effective as of the date of this Agreement Contracts to which Triarc the Company or any of its Subsidiaries is a party or by which Triarc the Company or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc a Person and its Subsidiaries or among its Subsidiaries) and which that grant or purport to grant to a Triarc Franchisee any Person the right to develop or operate a business under the “California Pizza Kitchen” brand within one or license others to operate more countries, states, provinces or to develop within a specific other geographic area areas, or at a any specific location location, including any of the following (each each, a “Triarc Franchise”): Triarc’s restaurants “California Pizza Kitchen” full service restaurants, “California Pizza Kitchen” kiosks, and “California Pizza Kitchen” concessions or similar agreements (each each, a “ Triarc “Franchised Restaurant”), together with all material amendments thereto (collectively, all such Contracts and related documents are referred to herein as “Specified Agreements”). TrueSection 4.19(a) of the Company Disclosure Letter sets forth the name, correct address and complete copies telephone number of all forms of Triarc Franchise Agreements used each current Franchisee and identifies the top five Franchisees based upon the total royalties paid by Triarc each such Franchisee to the Company or any of its Subsidiaries have been made available to Wendy’sduring the fiscal year 2010. (b) All Triarc Franchise Agreements comply with all applicable LawsExcept as would not, except for any non-compliance that has not had since December 30individually or in the aggregate, 2007 and would not reasonably be expected to have a Triarc Company Material Adverse Effect, no party to a Specified Agreement has notified the Company or any of its Subsidiaries in writing that it plans to close and not re-open its Franchised Restaurant, terminate its Specified Agreement, sell its Franchised Restaurant, not renew its Specified Agreement (when due or otherwise), cease to meet the obligations under its Specified Agreement or cease to operate, leave or abandon its Franchised Restaurant. (c) Since January 2Except as may be expressly granted in any Specified Agreements, 2007neither the Company nor any Company Subsidiary has granted a protected territory, exclusive territory, right of first refusal, option area development right or other territorial arrangement (“Territorial Rights”) which (i) Triarc and restrict the Company or any Company Subsidiary in its Subsidiaries have prepared and maintained each UFOC in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and or their right to own, operate or license others to own or operate, any business or line of business or (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for grant a Triarc Franchised Restaurant right to be located in any non-United States Jurisdiction (Franchisee or Developer the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for right to acquire additional Franchises or to expand any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effectexisting Territorial Rights. (d) Section 4.19(d) of the Company Disclosure Letter sets forth a true and complete list of all countries, states, provinces or other geographic areas in which the Company is currently registered, or has filed for an exemption from registration, to sell Franchises, or has made valid business opportunity law exemption filings. The Company has made available to Parent true and complete copies of each FDD used to offer or sell Franchises within the United States and its territories or possessions and Disclosure Documents that the Company or any Company Subsidiary have used to offer or sell franchises in countries other than the United States and its territories or possessions, in each case since January 1, 2008. Since January 21, 20072008, Triarc the Company and its the Company Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, such FDD or Disclosure Document or in any applications registration, application or filings filing with any non-Governmental Authority under any United States Jurisdictionsfederal or state Franchise Law or under any Other Country’s Franchise Law or Regulation, made any untrue statement of a material fact, fact or omitted to state a material fact required to be stated therein, therein or omitted to state any fact necessary in order to make the statements made therein, taken as a wholein light of the circumstances under which they were made, not misleading. (e) The Company and each Company Subsidiary have, at all times since January 1, 2008, offered and sold Franchises (and otherwise conducted its or their Franchise business and activities) in compliance with all applicable Franchise Laws, Relationship Laws and any Other Country’s Franchise Law or Regulation except to the extent any for such matter non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Triarc Company Material Adverse Effect. (e) Triarc and . Neither the Company nor any of its Subsidiaries have not furnished, and have not authorized is subject to any Person material Order with respect to furnish: (i) to prospective franchisees the offer or sale of Franchises in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Lawjurisdiction. (f) Section 4.21(f) To the knowledge of the Triarc Disclosure Schedules sets forth Company, all Contracts pursuant to which Triarc and/or any of its Subsidiaries funds administered by or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services paid to the Triarc Franchisees. When Triarc Company or any of its Subsidiaries by or affiliates buys productson behalf of one or more Franchises at any time since January 1, goods 2008, including funds that Franchisees contributed for marketing, advertising and services promotion and rebates and other payments made by suppliers and other third parties on account of Franchisees’ purchases from a supplierthose suppliers and third parties, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods have been administered and services purchased for use spent in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed compliance in accordance all material respects with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign FranchisesFranchise Agreements. (g) As used in this Section 4.21(g) 4.19, the term “FDD” means any franchise disclosure document used by the Company or any Company Subsidiary in connection with the offer or sale of franchises in the United States and its territories and possessions. “Disclosure Document” means any franchise disclosure document used by the Company or any Company Subsidiary in connection with the offer or sale of franchise, in any jurisdiction outside of the Triarc Disclosure Schedule sets forth United States and its territories and possessions. The term “Franchisee” means a true and complete list of the Contracts Person other than the Triarc Company or any Company Subsidiary that is granted a right (whether directly by the Company or any Company Subsidiary) to operate a Franchised Restaurant within a specific geographic area or at a specific location. The term “Developer” means a Person other than the Company or any Company Subsidiary that is granted a right (whether directly by the Company or any Company Subsidiary) to develop one or more Franchised Restaurants within a specified geographic area or at a specific location. The term “Franchise Agreements that are in effect as Laws” means the FTC Rule and any other Law regulating the offer or sale of franchises, including any pre-sale registration or disclosure Law. The term “FTC Rule” means the date hereof Federal Trade Commission trade regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising”, 16 CFR Part 436. The term “Relationship Laws” means any franchise termination, non-renewal, unfair practices or similar Laws, including the requirements of such Laws with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matter. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that respect to the knowledge notice of Triarc are currently default, time to cure and the subject actual termination of a bankruptcy any franchisee or similar proceedingbusiness opportunity operator. The term “Other Country’s Franchise Law or Regulation” means the franchise law or regulation of any other jurisdiction other than the United States regulating the offer or sale of franchises, including any pre-sale registration or disclosure law. (i) Triarc has made available to Wendy’s a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement:

Franchise Matters. (a) Section 4.21(aExcept as set forth in the Franchise Agreements or in Schedule 3.29(a): (i) no franchisee has a protected territory, exclusive territory, covenant not to compete, right of the Triarc Disclosure Schedule sets forth a true and complete list of all franchise agreementsfirst refusal, license agreementsoption, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, and reserved area agreements or other arrangement (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Franchise AgreementsTerritorial Rights”) that are effective as of the date of this Agreement with Vision Source pursuant to which Triarc or (A) Vision Source is restricted in any of way in its Subsidiaries is a party or by which Triarc or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc and its Subsidiaries or among its Subsidiaries) and which grant or purport to grant to a Triarc Franchisee the right to operate own or operate, or license others to operate own or operate, any business or line of business; or (B) the franchisee is granted rights for the acquisition of additional franchises or expansion of the franchisee’s territory; (ii) no franchisee’s Territorial Rights conflict with the Territorial Rights of any other franchisee; and (iii) no financing opportunities or credit enhancements have been offered or granted to develop within a specific geographic area or at a specific location (each a “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”)any franchisee. True, correct and complete copies The businesses that are the subject of all forms of Triarc Franchise Agreements used by Triarc or with franchisees are presently open and in operation. With the exception of Vision Source, neither the Company nor any of its Controlled Subsidiaries have is or has been made available a party to Wendy’sany Franchise Agreement. (b) All Triarc Franchise Agreements comply with Except as set forth on Schedule 3.29(b), each franchisee is in all applicable Lawsmaterial respects current (i.e., except no financial obligation is more than thirty (30) days past- due) in its financial obligations to Vision Source, including without limitation, payments due for any non-compliance that has not had since December 30franchise fees, 2007 advertising fees and would not reasonably be expected to have a Triarc Material Adverse Effectroyalties. (c) Since The Company has Delivered a sample blank form of the past and currently effective Uniform Franchise Offering Circulars and Franchise Disclosure Documents (including the disclosure documents required pursuant to applicable Laws in Canada) of Vision Source (each, an “FDD”) that have been in use since January 21, 20072006, (i) Triarc or are currently in use, by Vision Source for each state or province in which Vision Source is, or was at any time, offering and its Subsidiaries have prepared and maintained each UFOC selling franchises that required delivery of an FDD in connection with that transaction. Each past FDD was in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”)all material respects, and have prepared and maintained each IFOC, currently effective FDD is in compliance, compliance in all material respects, with applicable Laws, including pre-sale registration the Franchise Laws of the jurisdiction for which it has been or is being used and disclosure Lawsthe information contained in any currently effective FDD does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in all cases except for any non-compliance that has light of the circumstances under which they were made, not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effectmisleading. (d) Since January 21, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Triarc Material Adverse Effect. (e) Triarc and its Subsidiaries have not furnished, and have not authorized any Person to furnish2006: (i) Vision Source has not offered or sold any franchise prior to prospective franchisees receiving approval from a state or province in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law which such approval is required (including pre-sale registration and disclosure Law“Registration State”) or prior to filing a required notice in a state or province where only a notice filing is required (“Notice State”), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees Vision Source has not offered or sold a franchise in any non-United States Jurisdiction any materials Registration State, Notice State or information from which a specific level province after its registration or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Law. (f) Section 4.21(f) of the Triarc Disclosure Schedules sets forth all Contracts pursuant to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc effectiveness or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or notice has lapsed; (iii) not disclosed in accordance there have been no consent orders or settlement agreements entered into by Vision Source with applicable Law any federal, provincial or state regulatory agency or association with respect to Triarc Foreign Franchises. (g) Section 4.21(g) the sale of the Triarc Disclosure Schedule sets forth a true Franchises; (iv) Vision Source has timely filed in the applicable Registration States all required advertising notices, franchise seller disclosures and complete list of the Contracts other than the Triarc Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matter. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. (i) Triarc has made available to Wendy’s a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement:amendments; and

Franchise Matters. (a) Except as set forth in Section 4.21(a3.30(a) of the Triarc Disclosure Schedule sets forth Schedules, neither the Company nor any of its Subsidiaries or Affiliates has offered, sold or granted franchises, master franchises, area development agreements, sub-franchises, licenses, business opportunities or seller-assisted marketing plans (collectively, “Franchises”) in any jurisdiction, domestically or internationally, or has filed any application seeking registration, exemption, or approval to do so. (b) The Company has delivered to Parent prior to the date hereof a true and complete list copy of all each franchise agreements, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, and reserved area agreements disclosure document(s) (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Franchise AgreementsFDD”) that are effective as of used by the date of this Agreement to which Triarc or any of its Subsidiaries is a party or by which Triarc Company or any of its Subsidiaries or its Affiliates currently and at any time during the five (5) years prior to the date hereof to offer and sell Franchises. In connection with the offer or their properties is bound (other than sale of any such agreements only between Triarc and Franchises, the Company, its Subsidiaries or among Affiliates, have delivered to offerees, purchasers, and applicable third parties, FDDs as required by applicable Law. All FDDs that the Company, its SubsidiariesSubsidiaries or Affiliates have used to offer or sell Franchises have contained all information required by applicable Law and have otherwise been prepared and delivered to prospective Franchisees in compliance with applicable Law when such FDDs were used. (c) The Company has delivered to Parent prior to the date hereof all present and currently effective Contracts pursuant to which grant or purport to grant to a Triarc Franchisee the right to operate or license others to operate or to develop within a specific geographic area or at a specific location (each a “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”). True, correct and complete copies of all forms of Triarc Franchise Agreements used by Triarc Company or any of its Subsidiaries or Affiliates has granted a Franchise, including all modifications or amendments thereto existing as of the date hereof (collectively the “Franchise Agreements”), a list of which is set forth in Section 3.30(c) of the Disclosure Schedules and includes: (1) the business address of each location operated, or intended to be operated, by a Franchisee; (2) the name, address and telephone number of each Franchisee; (3) the royalty rate required to be paid by each Franchisee; (4) the required advertising or marketing fund contribution required to be made by each Franchisee; (5) the required minimum monthly royalty payment and minimum advertising or marketing fund contribution required to be made by each Franchisee; (6) the effective date of each Franchise Agreement; (7) the term of each Franchise Agreement; (8) the exclusive territory or exclusive development area under the Franchise Agreement, as applicable; (9) the number of locations to be opened, operated or developed under the Franchise Agreement, and the applicable date of opening; and (10) whether or not there have been made available any material waiver, alterations, amendments or other material modifications to Wendy’s. any Franchise Agreement (b) All Triarc including changes related to any fees, costs, expenses, defaults, covenants, term, termination, renewal or transfer rights, or other material obligations of a Franchisee). The Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30, 2007 and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 2, 2007, include (i) Triarc and its Subsidiaries have prepared and maintained each UFOC in compliance with: unit franchise agreements (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws“Unit Franchise Agreements”); and (ii) Triarc master development agreements to assist in the development and management of unit franchises in certain designated areas (“Master Development Agreements”). All of the Franchise Agreements made available to Parent are true and complete and constitute all of the Franchise Agreements to which the Company or any of its Subsidiaries have offered or Affiliates is a party as of the date hereof. Except as set forth in Section 3.30(c) of the Disclosure Schedules, each Franchise Agreement is substantially similar to the Unit Franchise Agreement or Master Development Agreement incorporated into the applicable FDD that was issued to the Franchisee contemporaneously with the sale of that particular Franchise to the Franchisee. Other than the Franchise Agreements, there are no other material Contracts between the Company or any of its Subsidiaries or Affiliates and sold the Franchisees. (d) Subject to applicable Laws, each Triarc franchise for Franchise Agreement is enforceable in accordance with its respective terms with respect to the Company or any of its Subsidiaries or Affiliates. The consummation of the transactions contemplated hereunder will not result in or constitute a Triarc Franchised Restaurant breach or default under any Franchise Agreement, and will neither cause the termination of such Franchise Agreement nor permit any party to such Franchise Agreement to cause it to be located terminated, modified, cancelled, accelerated or receive payments in connection with the transactions contemplated hereunder. (e) Section 3.30(e) of the of the Disclosure Schedule identifies each current Franchisee that (i) to the Knowledge of the Company, as of the date hereof, is in default of any Franchise Agreement in any material respect; (ii) has been delivered written notice of default under a Franchise Agreement in the twelve (12) months prior to the date hereof, whether or not such default was subsequently cured; or (iii) has on three or more occasions in any twelve (12) months in the last five (5) years received written notices of events of default under a Franchise Agreement. (f) Neither the Company nor any of its Subsidiaries or Affiliates has committed any act or omitted to take any action which, with the passage of time or giving of notice (or both), subject to any applicable cure period, would constitute a material default of any Franchise Agreement which would permit termination or rescission of any such Franchise Agreement by the Franchisee under such Franchise Agreement. The Company has not received any written demand by any Franchisee for rescission of any Franchise Agreement. To the Knowledge of the Company: (i) there is no legitimate basis for any demand by any Franchisee for rescission of any Franchise Agreement, and (ii) no Franchisee is entitled to any material credit, set off or reduction in any payment required under any Franchise Agreement. (g) Neither the Company nor any of its Subsidiaries or Affiliates has waived in writing or otherwise enforcement of any currently enforceable non-United States Jurisdiction compete restriction under any Franchise Agreement, and, to the Knowledge of the Company, no current or former Franchisee is, as of the date hereof, in violation of any currently enforceable non-compete covenant by which the current or former Franchisee is bound. (h) To the “Triarc Foreign Franchises”)Knowledge of the Company, (i) the Company its Subsidiaries and Affiliates have fulfilled in all material respects their respective binding, written agreements with respect to any commissions, rebates, discounts, advances, allowances or other payments or forms of remuneration received from suppliers and vendors of products and services to the franchise system that were paid by such suppliers and vendors solely for the benefit of all Franchisees, and (ii) none of the Company or any of its Subsidiaries or Affiliates have prepared made in writing any binding offers or promises with respect to any future or contingent commissions, rebates, discounts, advances or allowances to or for the benefit of any or all Franchisees. (i) Except for Master Development Agreements, if any, and maintained each IFOCas set forth in Section 3.30(i) of the Disclosure Schedules, none of the Company or any of its Subsidiaries or Affiliates has any agreements with independent sales representatives, contractors, brokers or consultants under which the Company or any of its Subsidiaries or Affiliates has authorized any person to sell or promote Franchises on behalf of the Company or any of its Subsidiaries or Affiliates or agreed to rebate or share amounts receivable under any Franchise Agreement. (j) The offer and sale of Franchises by the Company or any of its Subsidiaries or Affiliates comply and in the past five (5) years have complied, in complianceeach case, in all material respects, with all applicable Laws at the time such offer and sale was made. The Company and its Subsidiaries and Affiliates have prepared and maintained for the five (5) years prior to the date hereof, each of its FDDs in accordance in all material respects with all applicable Laws, including pre-sale has timely filed FDDs in all jurisdictions requiring registration and disclosure Lawsapproval and filing of FDDs prior to any offers or sales of Franchises in such jurisdictions (except for those jurisdictions in which the Company properly qualified for an exemption or the transaction was exempt from such jurisdiction’s registration requirements) and has filed all required changes, amendments, renewals thereto on a timely basis in compliance in all cases material respects with all applicable Laws. There have been no untrue statements of material fact, material misrepresentations or material omissions of information in any FDD at the time the Company or any of its Subsidiaries or Affiliates was using such FDD during the five (5)-year period immediately prior to the date hereof. The Company its Subsidiaries and Affiliates have been in material compliance with all Laws or relating to the ongoing relationships with current and former Franchisees, including, without limitation, the termination, non-renewal and transfer of Franchises. (k) In the past ten (10) years, no orders, consents or decrees (other than routine comment letters from franchise regulators, orders approving registrations, renewals and amendments of franchise registrations or franchise registration exemptions) have been issued by any Governmental Authority to the Company or any of its Subsidiaries or Affiliates relating to the offer and sale of Franchises, or relating to the ongoing relationships with current and former Franchisees, including, without limitation, the termination, non-renewal and transfer of Franchises. The Company has made available to Parent prior to the date hereof true and complete copies of all material correspondence with all Governmental Authorities for the five (5) years prior to the date hereof, concerning compliance with applicable franchise registration Laws (including comment letters from franchise regulators, and orders approving registrations, renewals of registrations or registration exemptions). (l) Section 3.30(l) of the Disclosure Schedules contains a summary of all (i) Franchise-related or Franchisee-related proceedings, orders, material complaints or disputes to which the Company or any of its Subsidiaries or Affiliates is a party and which were raised in the five (5) years prior to the date hereof; (ii) proceedings or orders required to be disclosed in any FDD or under applicable Law; or (iii) other material proceedings or material complaints that are pending or, to the Knowledge of the Company, have been threatened, by any Franchisee or association purporting to represent Franchisees, against the Company or any of its Subsidiaries or Affiliates in the five (5) years prior to the date hereof. There are no stop orders or other proceedings in effect or, to the Knowledge of the Company, threatened, that would prohibit the ability to offer or sell franchises or enter into franchise agreements immediately following the Closing Date, except for any non-compliance that has not had since December 30, 2007pending renewal filings, and would not reasonably any amendment filings and change to the FDD that might be expected required to have, a Triarc Material Adverse Effectdescribe the transactions contemplated by this Agreement. (dm) Since January 2, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Triarc Material Adverse Effect. (e) Triarc and its Subsidiaries have not furnished, and have not authorized any Person to furnish: No Franchisee has (i) threatened in writing, within the twelve (12) months prior to prospective franchisees in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 the date hereof to any prospective Triarc Franchisee in any United States Jurisdictionclose a Franchise location or leave the franchise system; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials the Knowledge of the Company, threatened orally, within the six (6) months prior to the date hereof, to close a Franchise location or leave the franchise system. (n) In the last five (5) years, no “earnings claim,” “financial performance representation,” “earnings projection,” or other historical or projected information from which a specific level or range of actual or potential relating to sales, costs, income or profit from franchised profits of Franchises or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Law. (f) Section 4.21(f) of related businesses has ever been made to any prospective franchisee by the Triarc Disclosure Schedules sets forth all Contracts pursuant to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc Company or any of its Subsidiaries or affiliates buys productsAffiliates, goods and services from a supplierany of their respective officers, directors, employees, representatives, agents, salespersons, brokers, referral sources, or franchise sellers, except to the extent such supplier charges Triarc information has been incorporated into the FDDs or is not required to be included in the FDDs pursuant to applicable Laws. (o) Neither the Company nor any of its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges Affiliates is currently a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract party to (i) any written agreement pursuant to which Triarc it is or its Subsidiaries could become directly or affiliates receives contingently liable (as a Rebate is (iguarantor, co-xxxxxx or otherwise) prohibited by for any Triarc Franchise Agreement, obligations of any Franchisee or (ii) not disclosed any financing arrangement with any Franchisee. (p) In the last five (5) years, all collection, maintenance and expenditure of advertising contributions have been undertaken in accordance with the UFOC Guidelines and/or terms and conditions of the FTC Rule Franchise Agreements, the applicable FDDs, and in compliance with applicable Laws. During the five (5)-year prior to the date hereof, there have been no allegations that any of the advertising contributions to the advertising funds have been improperly collected, accounted for, maintained, used or applied. There are no loans owed to or from the advertising fund. (q) Except as set forth in Section 3.30(q) of the Disclosure Schedules, no franchise association or other organization is acting as a representative of any group of two (2) or more Franchisees. Any franchise council or advisory group presently in place (whether independently formed or sponsored by the Company or any of its Subsidiaries or Affiliates) is purely advisory in nature. Except as set forth in Section 3.30(q) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries or Affiliates has granted any enforceable right of first refusal, option or other right or arrangement to sign any Franchise Agreement or acquire any Franchise Agreement. (r) Except as set forth in Section 3.30(r) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries or Affiliates have waived enforcement of any non-compete restriction under any present and currently effective Franchise Agreement, or any Franchise Agreement effective in the relevant UFOClast two (2) years, if applicable and, to the Knowledge of the Company, no current or former Franchisee is currently in violation of any non-compete covenant under any Franchise Agreement to which the current or former Franchisee is a party or was a party within the last two (iii2) years. (s) The Company and its Subsidiaries and Affiliates have enforced the terms of the Franchise Agreements on a substantially consistent basis. (t) The Company and its Subsidiaries and Affiliates require their Franchisees to comply with all Laws, but otherwise have not disclosed issued policies that would exercise control over any Franchisee's relationship with its employees, including hiring, firing, disciplining, compensation, benefits, supervision, and scheduling. The Company or any of its Subsidiaries or Affiliates have not been alleged to be, and has not received, any formal or informal complaint, allegation or notice of inquiry or investigation from any Franchisee, any employee of a Franchisee, any third party or Governmental Authority, that the Company or any of ite Subsidiaries or Affiliates are or may be, joint employers with or subject to joint employment liability with, any Franchisee. No allegation has been made that any Franchisee or any of Franchisee’s employees have been or are employees of the Company or any of its Subsidiaries or Affiliates, or are or have been improperly classified as independent contractors in accordance with applicable Law Laws. To the Knowledge of the Company, no Franchisee is a party to or bound by any written or oral collective bargaining agreement or any other Contract with any labor union or other labor organization, and no union organizing or decertification activities are underway or threatened with respect to Triarc Foreign Franchisesthe employees of any Franchisee. (gu) Section 4.21(g3.30(u) of the Triarc Disclosure Schedule sets forth a true and complete list Schedules identifies each oral Contract of the Contracts other than the Triarc Franchise Agreements that are in effect as Company or any of the date hereof its Subsidiaries or Affiliates with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matter. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true Franchisee relating to Franchises and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. (i) Triarc has made available to Wendy’s a true and complete copy all terms of each Current UFOC and Current IFOCsuch oral Contract. (j) For purposes of this Agreement:

Franchise Matters. (ai) Section 4.21(a8(g)(i) of the Triarc Shred-it / Vendors Disclosure Schedule Letter sets forth a true true, correct and complete list of all franchise agreementsFranchise Agreements with franchisees of Shred-it and its Subsidiaries. To the knowledge of Shred-it and the Vendors, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, and reserved area agreements (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Franchise Agreements”) that are effective as none of the date Franchise Agreements are subject to or affected by any “side letter”, modification, amendment or addendum which has not been previously made available to the Purchasers. (ii) To the knowledge of this Shred-it and the Vendors, since January 1, 2010, Shred-it and its Subsidiaries have, at all times offered, sold and renewed Franchises (and otherwise conducted its or their Franchise business and activities) in compliance with all Laws, including all Franchise Laws and Relationship Laws, in all material respects. (iii) Section 8(g)(iii) of the Shred-it / Vendors Disclosure Letter sets forth the name and address of each current Franchisee. (iv) No party to a Franchise Agreement to which Triarc has notified Shred-it or any of its Subsidiaries is a party in writing that it plans to close and not re-open its Franchise, terminate its Franchise Agreement, sell its Franchise, not renew its Franchise Agreement (when due or otherwise), cease to meet the obligations under its Franchise Agreement or cease to operate, leave or abandon its Franchise. (v) All advertising and marketing funds administered by which Triarc or paid to Shred-it or any of its Subsidiaries by or on behalf of one or more Franchises at any time since January 1, 2010 have been administered and spent in compliance in all material respects with the Franchise Agreements and Franchise Disclosure Documents. (vi) Except as disclosed in Section 8(g)(vi) of the Shred-it / Vendors Disclosure Letter, since January 1, 2010, none of Shred-it or any of its Subsidiaries has used brokers or their properties is bound finders in connection with the offer and sale of Franchise Agreements. (vii) To the extent that the Shred-it or any of its Subsidiaries offers or sells goods or services to Franchisees, such offers and sales are made in compliance with the terms and conditions of the applicable Franchise Agreements. (viii) Neither Shred-it nor any of its Subsidiaries has offered or sold goods or services to the public in breach or violation of the terms and conditions of the applicable Franchise Agreements, including territorial exclusivity provisions, in any material respect. (ix) As used in this Section 8(g), the term “Franchise Disclosure Document” means any franchise disclosure document used by Shred-it or any of its Subsidiaries in connection with the offer or sale of Franchises; the term “Franchisee” means a Person other than Shred-it or any such agreements only between Triarc and of its Subsidiaries that is granted a right (whether directly by Shred-it or among any of its Subsidiaries) and which grant to develop, subfranchise and/or operate one or purport to grant to a Triarc Franchisee the right to operate or license others to operate or to develop more Franchises within a specific geographic area or at a specific location (each a location; the term “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”). TrueRelationship Laws” means any franchise termination, correct and complete copies of all forms of Triarc Franchise Agreements used by Triarc or any of its Subsidiaries have been made available to Wendy’s. (b) All Triarc Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30renewal, 2007 and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 2, 2007, (i) Triarc and its Subsidiaries have prepared and maintained each UFOC in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable unfair practices or similar Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effect. (d) Since January 2, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings the requirements of such Laws with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except respect to the extent notice of default, time to cure and the actual termination of any such matter would not, individually franchisee or in business opportunity operator; the aggregate, have a Triarc Material Adverse Effect. (e) Triarc and its Subsidiaries have not furnished, and have not authorized any Person to furnish: (i) to prospective franchisees in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Law. (f) Section 4.21(f) of the Triarc Disclosure Schedules sets forth all Contracts pursuant to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc term “Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or Laws” means the FTC Rule in and any Law that governs, regulates or otherwise affects the relevant UFOC, if applicable offer or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign Franchisessale of franchises; and the term “FTC Rule” means the Federal Trade Commission trade regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising,” 16 CFR Part 436. (g) Section 4.21(g) of the Triarc Disclosure Schedule sets forth a true and complete list of the Contracts other than the Triarc Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matter. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. (i) Triarc has made available to Wendy’s a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement:

Franchise Matters. (a) Section 4.21(a4.20(a) of the Triarc Seller Disclosure Schedule sets forth a true and complete list of all franchise agreementsFranchise Agreements representing revenues to the Company and the Company Subsidiaries in excess of 2% of the EBITDA contribution to the Company and the Company Subsidiaries taken as a whole by Franchise for the fiscal year ended June 30, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements2012 (a “2% EBITDA Contribution”, and reserved area agreements (each such Franchise Agreement, a “Triarc Material Franchise Agreement” and, collectively, the “Triarc Franchise Agreements”). Except as set forth in Section 4.20(a) that are effective as of the date Seller Disclosure Schedule, none of this the Material Franchise Agreements are subject to or affected by any “side letter,” modification, amendment, addendum, or waiver, and none of the Other Franchise Agreements are subject to or affected by any “side letter,” modification, amendment, addendum, or waiver that has not previously been delivered to Buyer. (b) The Company and each Company Subsidiary have, at all times since January 1, 2004, offered, sold and renewed Franchises (and otherwise conducted its or their Franchise business and activities) in compliance with all Applicable Laws, including all Franchise Laws, except for such non-compliance as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) The Company and each Company Subsidiary have at all times during the past four (4) years complied with the Relationship Laws, except for such non-compliance as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (d) Section 4.20(d) of the Seller Disclosure Schedule sets forth the name and address of each current Franchisee and identifies the top ten Franchisees based upon the total royalties paid by each such Franchisee to the Company and the Company Subsidiaries, taken as a whole, during the fiscal year ending June 30, 2012. (e) No party to a Franchise Agreement to which Triarc has notified the Company or any of the Company Subsidiaries in writing that it plans to close and not re-open its Subsidiaries is a party Franchise, terminate its Franchise Agreement, sell its Franchise, not renew its Franchise Agreement (when due or otherwise), cease to meet the obligations under its Franchise Agreement or cease to operate, leave or abandon its Franchise. (f) To the knowledge of Seller, all funds administered by which Triarc or paid to the Company or any Company Subsidiary by or on behalf of its one or more Franchises at any time during the past four (4) years, including funds that Franchisees contributed for marketing, advertising and promotion and rebates and other payments made by suppliers and other third parties on account of Franchisees’ purchases from those suppliers and third parties, have been administered and spent in compliance in all material respects with the Franchise Agreements and Franchise Disclosure Documents. (g) During the past four (4) years, none of the Company and the Company Subsidiaries have used brokers or its finders in connection with the offer and sale of Franchise Agreements. (h) To the extent that the Company or their properties is bound any Company Subsidiary offers or sells goods or services to Franchisees, such offers and sales are made in material compliance with the terms and conditions of the applicable Franchise Agreements. (i) Neither the Company nor any Company Subsidiary has offered or sold goods or services to the public in breach or violation of the terms and conditions of the applicable Franchise Agreements, including territorial exclusivity provisions, except to the extent that such breach or violation has not had and would not reasonably be expected to have a Material Adverse Effect on the Company and the Company Subsidiaries taken as a whole. (j) As used in this Section 4.20, the term “Franchise Disclosure Document” means any franchise disclosure document used by the Company or any Company Subsidiary in connection with the offer or sale of Franchises. The term “Franchisee” means a person other than the Company or any such agreements only between Triarc and its Subsidiaries Company Subsidiary that is granted a right (whether directly by the Company or among its Subsidiariesany Company Subsidiary) and which grant to develop, subfranchise and/or operate one or purport to grant to a Triarc Franchisee the right to operate or license others to operate or to develop more Franchises within a specific geographic area or at a specific location (each a location. The term “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised Restaurant”). TrueRelationship Laws” means any franchise termination, correct and complete copies of all forms of Triarc Franchise Agreements used by Triarc or any of its Subsidiaries have been made available to Wendy’s. (b) All Triarc Franchise Agreements comply with all applicable Laws, except for any non-compliance that has not had since December 30renewal, 2007 and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 2, 2007, (i) Triarc and its Subsidiaries have prepared and maintained each UFOC in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable unfair practices or similar Laws, including the requirements of such Laws with respect to the notice of default, time to cure and the actual termination of any franchisee or business opportunity operator. The term “Franchise Laws” means the FTC Rule and any other Law regulating the offer, sale or amendment of franchises, including any pre-sale registration and disclosure Lawsfranchise, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effect. (d) Since January 2, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, business opportunity or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except to the extent any such matter would not, individually or in the aggregate, have a Triarc Material Adverse Effect. (e) Triarc and its Subsidiaries have not furnished, and have not authorized any Person to furnish: (i) to prospective franchisees in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Law. (f) Section 4.21(f) of the Triarc Disclosure Schedules sets forth all Contracts pursuant to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign Franchises. (g) Section 4.21(g) of the Triarc Disclosure Schedule sets forth a true and complete list of the Contracts other than the Triarc Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matter. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. (i) Triarc has made available to Wendy’s a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement:seller assisted marketing plan

Franchise Matters. (a) Section 4.21(a4.17(a) of the Triarc Disclosure Schedule sets forth a true and complete list lists each of all franchise agreementsthe Contracts pursuant to which NPC or any Subsidiary has been granted the right by PHI or its Affiliates (or any other Person) to operate restaurant franchises, license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, development agreements, market development agreements, and reserved area agreements including in the Pizza Hut System (each a “Triarc Franchise Agreement” and, collectively, the “Triarc Pizza Hut Franchise Agreements”), including: (i) that are effective as of the date of this Agreement all agreements pursuant to which Triarc NPC or any of its Subsidiaries has been granted the right to operate System Restaurants (as such term is a party or by defined in the Location Franchise Agreements) at specified locations (the “Location Franchise Agreements”); and (ii) all agreements pursuant to which Triarc NPC or any of its Subsidiaries or its or their properties is bound (other than any such agreements only between Triarc and its Subsidiaries or among its Subsidiaries) and which grant or purport to grant to a Triarc Franchisee has been granted the right to operate System Restaurants (as such term is defined in the Territory Franchise Agreements) in specific territories (the “Territory Franchise Agreements”). (b) Except as set forth in Section 4.17(b) of the Disclosure Schedule, there are no sub franchise, sublicense or license others sub-development agreements pursuant to which NPC or any of its Subsidiaries has granted its right to operate or restaurant franchises in the Pizza Hut System pursuant to develop within a specific geographic area or at a specific location the Pizza Hut Franchise Agreements to any third party (each a the “Triarc Franchise”): Triarc’s restaurants (each a “ Triarc Franchised RestaurantPizza Hut Sub Franchise Agreements”). (c) Other than the Territory Franchise Agreements and the Location Franchise Agreements, there are no other agreements between PHI and/or its Affiliates, on the one hand, and NPC and/or its Subsidiaries on the other hand, pursuant to which NPC and/or its Subsidiaries has been granted a franchise or other license with respect to operating System Restaurants or other restaurants. (d) Each Pizza Hut Franchise Agreement and Pizza Hut Sub Franchise Agreement is valid and binding on NPC or its Subsidiaries, as the case may be, and the counterparties thereto, and is in full force and effect, subject to the effects of the Bankruptcy and Equity Exception. True, correct and complete copies of each Pizza Hut Franchise Agreement and Pizza Hut Sub Franchise Agreement, including all forms of Triarc Franchise Agreements used by Triarc amendments, waivers or any of its Subsidiaries other modifications thereto, have been made available to Wendy’s. the Purchaser. NPC or the Subsidiary of NPC party to each Pizza Hut Franchise Agreement or Pizza Hut Sub Franchise Agreement is not in material breach of any material obligation (bincluding any remodeling obligation) All Triarc Franchise Agreements comply with all applicable Lawsthereunder and, except for any non-compliance that has not had since December 30, 2007 and would not reasonably be expected to have a Triarc Material Adverse Effect. (c) Since January 2, 2007, (i) Triarc and its Subsidiaries have prepared and maintained each UFOC in compliance with: (A) the UFOC Guidelines; (B) the FTC Rule; and (C) applicable Registration Laws; and (ii) Triarc and its Subsidiaries have offered and sold each Triarc franchise for a Triarc Franchised Restaurant to be located in any non-United States Jurisdiction (the “Triarc Foreign Franchises”), and have prepared and maintained each IFOC, in compliance, in all material respects, with applicable Laws, including pre-sale registration and disclosure Laws, in all cases except for any non-compliance that has not had since December 30, 2007, and would not reasonably be expected to have, a Triarc Material Adverse Effect. (d) Since January 2, 2007, Triarc and its Subsidiaries have not, in any UFOC, IFOC, other franchise disclosure document, in applications and/or filings with states under the Registration Laws, or in any applications or filings with any non-United States Jurisdictions, made any untrue statement of a material fact, omitted to state a material fact required to be stated therein, or omitted to state any fact necessary to make the statements made therein, taken as a whole, not misleading, except to the extent Knowledge of NPC, the counterparties thereto are not in material breach of any such matter would not, individually or in the aggregate, have a Triarc Material Adverse Effectmaterial provision thereof. (e) Triarc NPC and its the Subsidiaries have not furnishedmaintain satisfactory relations with PHI with respect to NPC’s and the Subsidiaries’ ownership and operation of their Pizza Hut franchises, and have not authorized any Person subject to furnish: (i) to prospective franchisees in any United States Jurisdiction any Earnings Claims and no Earnings Claim, and unless otherwise permitted by applicable Law (including pre-sale registration and disclosure Law), has been made since January 2, 2007 to any prospective Triarc Franchisee in any United States Jurisdiction; or (ii) to prospective franchisees in any non-United States Jurisdiction any materials or information from which a specific level or range of actual or potential sales, costs, income or profit from franchised or non-franchised units may be easily ascertained in violation of applicable IFOC requirements or otherwise in violation of applicable Lawordinary course commercial disputes. (f) Section 4.21(f) Schedule 1 and Schedule 2 attached to the Pizza Hut Consent and Amendment contain a complete and accurate list of all of the Triarc Disclosure Schedules sets forth all Contracts pursuant to which Triarc and/or any of its Subsidiaries or affiliates receives Rebates as a result of transactions between the Triarc Franchisees and suppliers selling products or services to the Triarc Franchisees. When Triarc or any of its Subsidiaries or affiliates buys products, goods and services from a supplier, such supplier charges Triarc or its Subsidiaries or affiliates for these items on substantially the same basis as the supplier charges a Triarc Franchisee operating a Triarc Franchised Restaurant for similar products, goods and services purchased for use in connection with such Triarc Franchised Restaurant. No contract pursuant to which Triarc or its Subsidiaries or affiliates receives a Rebate is (i) prohibited by any Triarc Pizza Hut Franchise Agreement, (ii) not disclosed in accordance with the UFOC Guidelines and/or the FTC Rule in the relevant UFOC, if applicable or (iii) not disclosed in accordance with applicable Law with respect to Triarc Foreign FranchisesAgreements. (g) Section 4.21(g) of the Triarc Disclosure Schedule sets forth a true and complete list of the Contracts other than the Triarc Franchise Agreements that are in effect as of the date hereof with any formal franchisee association or group of Triarc Franchisees regarding any Triarc Franchise Agreement or franchise operational matter. (h) Section 4.21(h) of the Triarc Disclosure Schedule sets forth a true and complete list of the Triarc Franchisees, if any, that to the knowledge of Triarc are currently the subject of a bankruptcy or similar proceeding. (i) Triarc has made available to Wendy’s a true and complete copy of each Current UFOC and Current IFOC. (j) For purposes of this Agreement: