Common use of Tax Filings and Expenses Clause in Contracts

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state and local Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by it, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material Tax assessments proposed in writing against any Wendy’s Entity. Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state and local Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by it, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material Tax assessments proposed in writing against any Wendy’s Non-Securitization Entity. Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings action and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s FAT Brands Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, provincial, territorial, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master IssuerCo-Issuers, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Series 2018-1 Closing DateDate (or the Series 2020-1 Closing Date with respect to the Canadian Securitization Entities), except as set forth on Schedule 7.7, the Master Issuer is Co-Issuers are not aware of any material proposed Tax assessments proposed in writing against any Wendy’s Driven Brands Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state state, province, territory and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federalfederal Tax returns, state all material state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master any Co-Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master no Co-Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s DineEquity Entity. Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity and if not filed collectively would have a material adverse effect on the Securitization Entities (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Series 2021-1 Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s Holdco Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federalfederal and state, state and local Tax returns and all other material Tax returns which, to the knowledge of the Master any Co-Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP, or where the failure to pay such Taxes is not reasonably likely to have a Material Adverse Effect. As of the Closing Date, except as set forth on Schedule 7.7, the Master no Co-Issuer is not aware of any material proposed Tax assessments proposed against NuCO2 or any direct or indirect subsidiary thereof which either individually or in writing against any Wendy’s Entitythe aggregate exceed $1,000. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized and authorization to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master any Co-Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master no Co-Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s Dine Brands Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by such Securitization Entity Entity, subject to permitted extensions (whether information returns except in any case in which the failure to so file would not, individually or notin the aggregate, have a Material Adverse Effect), and has paid, or caused to be paid, all Taxes due, if any, due pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itreturns, except such Taxes, if any, Taxes (i) as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside are being maintained in accordance with GAAPGAAP or (ii) as would not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material Tax assessments proposed in writing against any Wendy’s Non-Securitization Entity. Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master any Co-Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Amendment Date, except as set forth on Schedule 7.7, the Master no Co-Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s Dine Brands Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state and local Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by it, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material Tax assessments proposed in writing against any Wendy’s Non-Securitization Entity. Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.. Section 7.8

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s Wingstop Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federalfederal Tax returns, state all material state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master IssuerIssuers, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material Tax assessments proposed in writing against any Wendy’s Entity. Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity and if not filed collectively would have a material adverse effect on the Securitization Entities (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s Holdco Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Series 2018-1 Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s Driven Brands Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master any Co-Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master no Co-Issuer is not aware of any material proposed Tax assessments proposed in writing against any WendyDomino’s Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master any Co-Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Initial Closing Date, except as set forth on Schedule 7.7, the Master no Co-Issuer is not aware of any material proposed Tax assessments proposed in writing against any WendyDomino’s Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country Foreign Country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master any Co-Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master no Co-Issuer is not aware of any proposed material Tax assessments proposed in writing against any Wendy’s Iconix Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master IssuerCo-Issuers, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is Co-Issuers are not aware of any material proposed Tax assessments proposed in writing against any Wendy’s FOCUS Brands Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master any Co-Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master no Co- Issuer is not aware of any material proposed Tax assessments proposed in writing against any WendyDomino’s Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federalfederal Tax returns, state all material state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material proposed Tax assessments proposed in writing against any Wendy’s Dunkin’ Entity. Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all United States federal, state state, local and local foreign Tax returns and all other material Tax returns which, to the knowledge of the Master Issuer, are required to be filed by by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or any other material Taxes otherwise due and payable by itotherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Closing Date, except as set forth on Schedule 7.7, the Master Issuer is not aware of any material proposed Tax assessments proposed in writing against any WendyArby’s Entity. Except as would not reasonably be expected to result in have a Material Adverse Effect, no Tax tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.