FORM OF TRANSFER CERTIFICATE FOR TRANSFERS
OF SERIES 2021-1 CLASS A-1 NOTES
Citibank, N.A., as Trustee
480 Washington Boulevard 30th Floor
Jersey City, NJ 07310
Attention: Securities Window Wendys Funding LLC
|Re: || |
Wendys Funding, LLC Series 2021-1 Variable Funding Senior Notes, Class A-1 Subclass: Series 2021-1 Class A-1 [Advance] [Swingline] [L/C] Notes (the Notes)
Reference is hereby made to (i) the Base Indenture, dated as of June 1, 2015 (as amended, supplemented or otherwise modified from time to time, the Base Indenture), between Wendys Funding, LLC, as master issuer (the Master Issuer), and Citibank, N.A., as trustee (the Trustee) and as securities intermediary, and (ii) the Series 2021-1 Supplement to the Base Indenture, dated as of June 22, 2021 (the Series 2021-1 Supplement and, together with the Base Indenture, the Indenture), among the Master Issuer, the Trustee and Citibank, N.A., as series 2021-1 securities intermediary. Capitalized terms used but not defined herein shall have the meanings assigned to them pursuant to the Indenture or the Series 2021-1 Class A- 1 Note Purchase Agreement, as applicable.
This certificate relates to U.S. $[______] aggregate principal amount of Notes registered in the name of [______] [name of transferor] (the Transferor), who wishes to effect the transfer of such Notes in exchange for an equivalent principal amount of Notes of the same Subclass in the name of [______] [name of transferee] (the Transferee).
In connection with such request, and in respect of such Notes, the Transferee does hereby certify that either (A) it is the Master Issuer or an Affiliate of the Master Issuer or (B) such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Series 2021-1 Class A-1 Note Purchase Agreement, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the 1933 Act), and the applicable securities laws of any state of the United States and any other jurisdiction and in accordance with the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor.
In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Master Issuer, the Registrar and the Trustee that either it is the Master Issuer or an Affiliate of the Master Issuer, or:
1. the Transferee has had an opportunity to discuss the Master Issuers and the Managers business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Master Issuer and the Manager and their respective representatives;
2. the Transferee is a qualified institutional buyer within the meaning of Rule 144A under the 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2021-1 Class A-1 Notes;
3. the Transferee is purchasing the Series 2021-1 Class A-1 Notes for its own account, or for the account of one or more qualified institutional buyers within the meaning of Rule 144A under the 1933 Act that meet the criteria described in paragraph (2) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution in violation of the 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 2021-1 Class A-1 Notes;