12. Non-Assignability. None of the Wendys Parties may assign its rights and obligations under this Agreement. The Initial Purchasers may not assign their respective rights and obligations under this Agreement, except that each Initial Purchaser shall have the right to substitute any one of its affiliates as the purchaser of the Offered Notes that it has agreed to purchase hereunder (Substituting Initial Purchaser), by a written notice to the Master Issuer and subject to the consent of the Master Issuer (such consent not to be unreasonably withheld), which notice shall be signed by both the Substituting Initial Purchaser and such affiliate, shall contain such affiliates agreement to be bound by this Agreement and shall contain a confirmation by such affiliate of the accuracy with respect to it of the representations set forth in Section 3. Upon receipt of such notice, wherever the word Initial Purchaser is used in this Agreement (other than in this Section 12), such word shall be deemed to refer to such affiliate in lieu of the Substituting Initial Purchaser.
13. Reimbursement of Initial Purchasers Expenses. If (a) the Master Issuer for any reason fails to tender the Offered Notes for delivery to the Initial Purchasers, or (b) the Initial Purchasers decline to purchase the Offered Notes for any reason permitted under this Agreement, the Master Issuer, the Parent Companies, the Manager and the Guarantors shall jointly and severally reimburse the Initial Purchasers for all reasonable and reasonably documented out-of-pocket expenses (including fees and disbursements of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Offered Notes, and upon demand Wendys Parties shall pay the full amount thereof to the Initial Purchasers. If this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Initial Purchasers, the Wendys Parties shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses.
14. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and:
(a) if to the Initial Purchasers, shall be delivered or sent by hand delivery, mail, overnight courier or facsimile transmission to (i) Barclays Capital Inc., 745 Seventh Avenue, 5th Floor, New York, New York 10019, Attention: Benjamin Fernandez, Managing Director, Securitized Products Origination, with a copy to King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, Attention: Michael L. Urschel, and with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, and (ii) Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel, with a copy to King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, Attention: Michael L. Urschel;
(b) if to any of the Wendys Parties, shall be delivered or sent by mail, overnight courier or facsimile transmission to The Wendys Company, One Dave Thomas Blvd., Dublin, Ohio 43017, Attention: Chief Legal Officer and with a copy to Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199, Attention: Craig Marcus and Emily Oldshue;
Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.