Dated as of June 1, 2015 to BASE INDENTURE

Execution Version

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WENDY’S FUNDING, LLC,
as Master Issuer,

and

CITIBANK, N.A.,

as Trustee and Series 2015-1 Securities Intermediary

SERIES 2015-1 SUPPLEMENT

Dated as of June 1, 2015

to

BASE INDENTURE

Dated as of June 1, 2015

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$150,000,000 Series 2015-1 Variable Funding Senior Notes, Class A-1

$875,000,000 Series 2015-1 3.371% Fixed Rate Senior Secured Notes, Class A-2-I

$900,000,000 Series 2015-1 4.080% Fixed Rate Senior Secured Notes, Class A-2-II

$500,000,000 Series 2015-1 4.497% Fixed Rate Senior Secured Notes, Class A-2-III

 

PRELIMINARY STATEMENT		1
DESIGNATION		1
ARTICLE I DEFINITIONS		1
ARTICLE II INITIAL ISSUANCE, INCREASES AND DECREASES OF SERIES 2015-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT		2
Section 2.1	Procedures for Issuing and Increasing the Series 2015-1 Class A-1 Outstanding Principal Amount	2
Section 2.2	Procedures for Decreasing the Series 2015-1 Class A-1 Outstanding Principal Amount	3
ARTICLE III SERIES 2015-1 ALLOCATIONS; PAYMENTS		5
Section 3.1	Allocations with Respect to the Series 2015-1 Notes	5
Section 3.2	Weekly Allocation Date Applications; Quarterly Payment Date Applications	5
Section 3.3	Certain Distributions from the Series 2015-1 Distribution Accounts	5
Section 3.4	Series 2015-1 Class A-1 Interest and Certain Fees	6
Section 3.5	Series 2015-1 Class A-2 Interest	7
Section 3.6	Payment of Series 2015-1 Note Principal	8
Section 3.7	Series 2015-1 Class A-1 Distribution Account	14
Section 3.8	Series 2015-1 Class A-2 Distribution Account	15
Section 3.9	Trustee as Securities Intermediary	16
Section 3.10	Manager	18
Section 3.11	Replacement of Ineligible Accounts	18
ARTICLE IV FORM OF SERIES 2015-1 NOTES		18
Section 4.1	Issuance of Series 2015-1 Class A-1 Notes	18
Section 4.2	Issuance of Series 2015-1 Class A-2 Notes	20
Section 4.3	Transfer Restrictions of Series 2015-1 Class A-1 Notes	21
Section 4.4	Transfer Restrictions of Series 2015-1 Class A-2 Notes	23
Section 4.5	Note Owner Representations and Warranties	29
Section 4.6	Limitation on Liability	31
ARTICLE V GENERAL		31
Section 5.1	Information	31
Section 5.2	Exhibits	32
Section 5.3	Ratification of Base Indenture	32
Section 5.4	Certain Notices to the Rating Agencies	32
Section 5.5	Prior Notice by Trustee to the Controlling Class Representative and Control Party	32
Section 5.6	Counterparts	32
Section 5.7	Governing Law	33
Section 5.8	Amendments	33
Section 5.9	Termination of Series Supplement	33
Section 5.10	Entire Agreement	33

 

 

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ANNEXES
Annex A	Series 2015-1 Supplemental Definitions List
EXHIBITS
Exhibit A-1-1:	Form of Series 2015-1 Class A-1 Advance Note
Exhibit A-1-2:	Form of Series 2015-1 Class A-1 Swingline Note
Exhibit A-1-3:	Form of Series 2015-1 Class A-1 L/C Note
Exhibit A-2-1:	Form of Rule 144A Global Series 2015-1 Class A-2-I Note
Exhibit A-2-2:	Form of Rule 144A Global Series 2015-1 Class A-2-II Note
Exhibit A-2-3:	Form of Rule 144A Global Series 2015-1 Class A-2-III Note
Exhibit A-2-4:	Form of Temporary Regulation S Global Series 2015-1 Class A-2-I Note
Exhibit A-2-5:	Form of Temporary Regulation S Global Series 2015-1 Class A-2-II Note
Exhibit A-2-6:	Form of Temporary Regulation S Global Series 2015-1 Class A-2-III Note
Exhibit A-2-7:	Form of Permanent Regulation S Global Series 2015-1 Class A-2-I Note
Exhibit A-2-8:	Form of Permanent Regulation S Global Series 2015-1 Class A-2-II Note
Exhibit A-2-9:	Form of Permanent Regulation S Global Series 2015-1 Class A-2-III Note
Exhibit B-1:	Form of Transferee Certificate
Exhibit B-2:	Form of Transferee Certificate
Exhibit B-3:	Form of Transferee Certificate
Exhibit B-4:	Form of Transferee Certificate
Exhibit C:	Form of Quarterly Noteholders’ Report

 

 

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SERIES 2015-1 SUPPLEMENT, dated as of June 1, 2015 (this “Series Supplement”), by and between WENDY’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2015-1 Securities Intermediary, to the Base Indenture, dated as of the date hereof, by and between the Master Issuer and CITIBANK, N.A., as Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

WHEREAS, Sections 2.2 and 13.1 of the Base Indenture provide, among other things, that the Master Issuer and the Trustee may at any time and from time to time enter into a Series Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes (as defined in Annex A of the Base Indenture) upon satisfaction of the conditions set forth therein; and

WHEREAS, all such conditions have been met for the issuance of the Series of Notes authorized hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as Series 2015-1 Notes.  On the Closing Date, two Classes of Notes of such Series shall be issued:  (a) Series 2015-1 Variable Funding Senior Notes, Class A-1 (as referred to herein, the “Series 2015-1 Class A-1 Notes”) and (b) Series 2015-1 Senior Notes, Class A-2 (as referred to herein, the “Series 2015-1 Class A-2 Notes”).  The Series 2015-1 Class A-1 Notes shall be issued in three subclasses:  (i) Series 2015-1 Class A-1 Advance Notes (as referred to herein, the “Series 2015-1 Class A-1 Advance Notes”), (ii) Series 2015-1 Class A-1 Swingline Notes (as referred to herein, the “Series 2015-1 Class A-1 Swingline Notes”), and (iii) Series 2015-1 Class A-1 L/C Notes (as referred to herein, the “Series 2015-1 Class A-1 L/C Notes”).  The Series 2015-1 Class A-2 Notes shall be issued in three subclasses: (i) Series 2015-1 3.371% Fixed Rate Senior Secured Notes, Class A-2-I (as referred to herein, the “Series 2015-1 Class A-2-I Notes”), (ii) Series 2015-1 4.080% Fixed Rate Senior Secured Notes, Class A-2-II (as referred to herein, the “Series 2015-1 Class A-2-II Notes”), and (iii) Series 2015-1 4.497% Fixed Rate Senior Secured Notes, Class A-2-III (as referred to herein, the “Series 2015-1 Class A-2-III Notes” and, together with the Series 2015-1 Class A-1 Notes, the Series 2015-1 Class A-2 Notes, the Series 2015-1 Class A-1 Advance Notes, the Series 2015-1 Class A-1 Swingline Notes, the Series 2015-1 Class A-1 L/C Notes, the Series 2015-1 Class A-2-I Notes and the Series 2015-1 Class A-2-II Notes, the “Series 2015-1 Notes”).  For purposes of the Base Indenture, the Series 2015-1 Class A-1 Notes and the Series 2015-1 Class A-2 Notes shall be deemed to be “Senior Notes”.

ARTICLE I

DEFINITIONS

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All capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2015-1 Supplemental Definitions List attached hereto as Annex A (the “Series 2015-1 Supplemental Definitions List”) as such Series 2015-1 Supplemental Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.  All capitalized terms not otherwise defined therein shall have the meanings assigned thereto in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as such Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Base Indenture.  Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this Series Supplement (as indicated herein).  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2015-1 Notes and not to any other Series of Notes issued by the Master Issuer.

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and records the amount of the Series 2015-1 Class A-1 Initial Advance or such Increase, as applicable.

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Series 2015-1 Class A-1 Excess Principal Event, the Master Issuer promptly, but in any event within two (2) Business Days, shall deliver written notice (which may be given by facsimile or e‑mail of a .pdf or similar file) of the need for any such Mandatory Decreases to the Trustee and the Administrative Agent.  In connection with any Mandatory Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).

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Subfacility Decrease, the Trustee shall indicate in its books and records the amount of such Subfacility Decrease.

With respect to the Series 2015-1 Notes only, the following shall apply:

Notwithstanding anything to the contrary herein or in the Base Indenture, except as (i) provided under Section 3.6(f) or (ii) explicitly directed by the Master Issuer (or the Manager on its behalf) with respect to payments of Quarterly Scheduled Principal Amounts made under Section 3.6(c)(ii) on Quarterly Payment Dates with respect to which the Series 2015‑1 Non-Amortization Test has been satisfied, each payment in respect of the Series 2015-1 Class A-2 Notes shall be distributed between the Tranches in accordance with (A) such amounts due with respect to interest on, principal of or otherwise with respect to such Tranches as provided hereunder; provided that, in each case, any shortfall in such payment amount shall be allocated ratably based on the Series 2015-1 Class A-2 Outstanding Principal Amount of each Tranche or (B) if not explicitly provided hereunder, ratably based on the Series 2015-1 Class A-2

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Outstanding Principal Amount of each Tranche; provided that, in each of the cases set forth under clauses (A) and (B) above, all distributions to Noteholders of a Tranche shall be ratably allocated among the Noteholders within each applicable Tranche based on their respective portion of the Series 2015-1 Class A-2 Outstanding Principal Amount of such Tranche.

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Administrative Agent, the Trustee and the Control Party no later than the Quarterly Payment Date occurring in June, 2021 to the effect that the conditions precedent to such Series 2015-1 Second Extension Election have been satisfied.

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accordance with Section 5.12 of the Base Indenture, in the amount so available, and failure to pay any Quarterly Scheduled Principal Deficiency Amounts in excess of available amounts in accordance with the foregoing will not be an Event of Default.

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Indemnification Amounts or Insurance/Condemnation Proceeds or (B) Quarterly Scheduled Principal Amounts (including those paid, in whole or in part, at the option of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2015-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts.

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connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement.  With respect to each such Series 2015-1 Class A-2 Prepayment, the related Prepayment Notice shall specify (A) the Series 2015-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 2015-1 Prepayment Amount and (C) the date on which the applicable Series 2015-1 Class A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5^th) Business Day before such Series 2015-1 Prepayment Date (the “Series 2015-1 Class A-2 Make-Whole Premium Calculation Date”).  The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the Series 2015-1 Class A-2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 2015-1 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second (2^nd) Business Day before the Series 2015-1 Prepayment Date set forth in such Prepayment Notice.  Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.  The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person.  All Prepayment Notices shall be (i)  transmitted by facsimile or email to (A) each such affected Series 2015-1 Noteholder to the extent such Series 2015-1 Noteholder has provided a facsimile number or email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each such Series 2015-1 Noteholder.  For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2015-1 Class A-1 Notes is governed by Section 2.2 of this Series Supplement and not by this Section 3.6.  A Prepayment Notice may be revoked by the Master Issuer if the Trustee receives written notice of such revocation no later than 12:00 p.m. (Eastern time) two (2) Business Days prior to the applicable Series 2015-1 Prepayment Date.  The Master Issuer shall give written notice of such revocation to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation to each such Series 2015-1 Noteholder.

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allocated to the Series 2015-1 Class A-2 Notes pursuant to priority (i) of the Priority of Payments, (ii) the payment of any Quarterly Scheduled Principal Amounts (including those paid, in part or in full, at the election of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2015-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts and (iii) any prepayment on or after the Make-Whole End Date for such Tranche.

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shall be payable on the immediately following Quarterly Payment Date in accordance with the Priority of Payments.

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(i) the Series 2015-1 Class A-1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2015-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2015-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2015-1 Class A-1 Distribution Account Collateral”).

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respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2015-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2015-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2015-1 Class A-2 Distribution Account Collateral”).

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Series 2015-1 Distribution Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially indorsed to the Master Issuer;

 

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to time in the Series 2015-1 Distribution Accounts and in all proceeds thereof, and shall (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) be the only Person authorized to originate entitlement orders in respect of the Series 2015-1 Distribution Accounts; provided, however, that at all other times the Master Issuer shall be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2015-1 Distribution Accounts.

ARTICLE IV

FORM OF SERIES 2015-1 NOTES

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Trustee shall record any Increases or Decreases with respect to the Series 2015-1 Class A-1 Outstanding Principal Amount such that, subject to Section 4.1(d) of this Series Supplement, the principal amount of the Series 2015-1 Class A-1 Advance Notes that are Outstanding accurately reflects all such Increases and Decreases.  The Series 2015-1 Class A-1 Swingline Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-2 hereto, and will be issued to the Swingline Lender pursuant to and in accordance with the Series 2015-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture.  Other than in accordance with this Series Supplement and the Series 2015-1 Class A-1 Note Purchase Agreement, the Series 2015-1 Class A-1 Swingline Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Swingline Lender.  The Series 2015-1 Class A-1 Swingline Note shall bear a face amount equal in the aggregate to up to the Swingline Commitment as of the Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Swingline Principal Amount pursuant to Section 2.1(b)(i) of this Series Supplement.  The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to the Swingline Loans such that, subject to Section 4.1(d) of this Series Supplement, the aggregate principal amount of the Series 2015-1 Class A-1 Swingline Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.

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at DTC of the designated agents holding on behalf of Euroclear or Clearstream.  Until such time as the Restricted Period shall have terminated with respect to any Series 2015-1 Class A-2 Note, such Series 2015-1 Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 4.2 and Section 4.4, as the “Temporary Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated, the Temporary Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit A-2-7, Exhibit A-2-8 and Exhibit A-2-9, as applicable, hereto, as hereinafter provided (collectively, for purposes of this Section 4.2 and Section 4.4, the “Permanent Regulation S Global Notes”).  The aggregate principal amount of the Temporary Regulation S Global Notes or the Permanent Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Rule 144A Global Notes, as hereinafter provided.

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Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Series 2015-1 Class A-1 Advance Note in part, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2015-1 Class A-1 Notes for the aggregate principal amount that was not transferred.  No transfer of any Series 2015-1 Class A-1 Advance Note shall be made unless the request for such transfer is made by the Series 2015-1 Class A-1 Noteholder at such office.  Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of transferred Series 2015-1 Class A-1 Advance Notes, the Trustee shall recognize the holders of such Series 2015-1 Class A-1 Advance Note as Series 2015-1 Class A-1 Noteholders.

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Purchase Agreement.  In exchange for any Series 2015-1 Class A-1 L/C Note properly presented for transfer, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2015-1 Class A-1 L/C Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Series 2015-1 Class A-1 L/C Note in part, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of transferor) to such address as the transferor may request, Series 2015-1 Class A-1 L/C Notes for the aggregate principal amount that was not transferred.  No transfer of any Series 2015-1 Class A-1 L/C Note shall be made unless the request for such transfer is made by the L/C Provider at such office.  Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of any transferred Series 2015-1 Class A-1 L/C Note, the Trustee shall recognize the holder of such Series 2015-1 Class A-1 L/C Note as a Series 2015-1 Class A-1 Noteholder.

THE ISSUANCE AND SALE OF THIS SERIES 2015-1 CLASS A-1 NOTE (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION.  THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE MASTER ISSUER GIVES WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF JUNE 1, 2015 BY AND AMONG THE MASTER ISSUER, WENDY’S INTERNATIONAL, LLC, AS THE MANAGER, THE GUARANTORS, THE CONDUIT INVESTORS, THE COMMITTED NOTE PURCHASERS, THE FUNDING AGENTS AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, AS L/C PROVIDER, SWINGLINE LENDER AND ADMINISTRATIVE AGENT.

The required legend set forth above shall not be removed from the Series 2015-1 Class A-1 Notes except as provided herein.

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Section 2.8 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2015-1 Global Note effected in accordance with the other provisions of this Section 4.4.

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with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Permanent Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B-3 hereto given by the Series 2015-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Rule 144A Global Note, and to increase the principal amount of the Permanent Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Permanent Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

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amount equal to the amount by which the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, was reduced upon such exchange or transfer.

THE ISSUANCE AND SALE OF THIS SERIES 2015-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND WENDY’S FUNDING, LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS NOT A COMPETITOR AND IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE

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SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS NOT A COMPETITOR AND IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES.

EACH PERSON (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.  EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A [TEMPORARY REGULATION S GLOBAL NOTE] [RULE 144A GLOBAL NOTE] OR [PERMANENT REGULATION S GLOBAL NOTE] WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.

ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY.

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED INSTITUTIONAL BUYER.  THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT

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TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS NOT A “U.S. PERSON.”  THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR.

BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

UNTIL FORTY (40) DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS EITHER NOT A “U.S. PERSON” OR THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT AND AGREES FOR THE BENEFIT OF THE MASTER ISSUER THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER AND IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE 1933 ACT.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇ ▇▇▇▇▇▇▇ THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES

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DESCRIBED IN THE INDENTURE.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

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ARTICLE V

GENERAL

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Any Series 2015-1 Noteholder may obtain copies of each Quarterly Noteholders’ Report in accordance with the procedures set forth in Section 4.3 of the Base Indenture.

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[Signature Pages Follow]

 

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IN WITNESS WHEREOF, each of the Master Issuer, the Trustee and the Series 2015-1 Securities Intermediary has caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.

	WENDY’S FUNDING, LLC, as Master Issuer
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Vice President and Treasurer

ANNEX A

  “Administrative Agent” has the meaning set forth in the preamble to the Series 2015-1 Class A-1 Note Purchase Agreement.  For purposes of the Base Indenture, the “Administrative Agent” shall be deemed to be a “Class A-1 Administrative Agent”.

“Administrative Agent Fees” has the meaning set forth in the Series 2015-1 Class A-1 VFN Fee Letter.

“Advance Request” has the meaning set forth in Section 7.03(d) of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Agent Members” means members of, or participants in, DTC, or a nominee thereof.

“Application” means an application, in such form as the applicable L/C Issuing Bank may specify from time to time, requesting such L/C Issuing Bank to issue a Letter of Credit.

“Assignment and Assumption Agreement” has the meaning set forth in Section 9.17(a) of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Base Rate” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Base Rate Advance” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Breakage Amount” has the meaning set forth in Section 3.06 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Cede” has the meaning set forth in Section 4.2(a) of the Series 2015-1 Supplement.

“Class A-1 Accrued Quarterly Commitment Fee Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Class A‑1 Notes Commitment Fees Account with respect to the Series 2015-1 Class A-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Class A-1 Notes Accrued Quarterly Commitment Fee Amounts for all such preceding Weekly Allocation Dates.

“Class A-1 Amendment Expenses” means “Amendment Expenses” as defined in, and payable pursuant to, Section 9.05(a)(ii) of the Series 2015-1 Class A-1 Note Purchase Agreement.

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“Class A-1 Daily Interest Amount” means, for any day during any Interest Accrual Period, the sum of the following amounts:

“Class A-1 Estimated Quarterly Commitment Fee” means, with respect to any Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Daily Commitment Fees Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any Series 2015-1 Class A-1 Quarterly Commitment Fees Shortfall Amount for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.4(b).

“Class A-1 Estimated Quarterly Interest” means, with respect to each Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Class A-1 Daily Interest Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any Class A-1 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period, together with additional interest thereon as set forth in Section 3.4(a).

“Class A-1 Extension Fees” means the fees payable pursuant to the Series 2015-1 Class A-1 VFN Fee Letter in connection with the extension of a Commitment Termination Date.

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“Class A-1 Interim Interest Adjustment Amount” means, with respect to any Interest Accrual Period, as of any date of determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Class A-1 Daily Interest Amounts for each day in such Interest Accrual Period as of such date of determination, as determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated pursuant to clauses (i) - (iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in respect of such Interest Accrual Period.

For purposes of the Base Indenture, the “Class A-1 Notes Accrued Quarterly

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Commitment Fee Amount” shall be deemed to be the “Class A-1 Notes Accrued Quarterly Commitment Fee Amount”.

“Class A-1 Order of Distribution” shall mean the priorities of distribution set forth in in Section 4.02(a) and (b) of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Class A-1 Quarterly Commitment Fee Amount” means, for any Interest Accrual Period, with respect to all Outstanding Series 2015-1 Class A-1 Notes, the Undrawn Commitment Fees due and payable on all such Outstanding Series 2015-1 Class A-1 Notes with respect to such Interest Accrual Period.  For purposes of the Base Indenture, the “Class A-1 Quarterly Commitment Fee Amount” shall be deemed to be a “Class A-1 Quarterly Commitment Fee Amount”.

“Class A-2 Accrued Quarterly Scheduled Principal Amount” means, for each Weekly Allocation Date during any Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the Weekly Accrual Percentage and (2) the Quarterly Scheduled Principal Amount for the Quarterly Payment Date in the next succeeding Quarterly Collection Period and (ii) the Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount for such Weekly Allocation Date, until such Quarterly Scheduled Principal Amount shall have been allocated (or prefunded with respect to the first Quarterly Collection Period) in full.  For purposes of the Base Indenture, the Class A-2 Accrued Quarterly Scheduled Principal Amount shall be deemed to be a “Senior Notes Accrued Quarterly Scheduled Principal Amount”.

“Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount” means, (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the amount allocated to the Senior Notes Principal Payment Account with respect to Class A-2 Accrued Quarterly Scheduled Principal Amounts on the immediately preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Class A-2 Accrued Quarterly Scheduled Principal Amount for such immediately preceding Weekly Allocation Date.

“Class A-2 Quarterly Interest” means, with respect to any Interest Accrual Period, an amount equal to the sum of (i) the accrued interest at the Series 2015-1 Class A-2 Note Rate on the Series 2015-1 Class A-2 Outstanding Principal Amount (excluding, for the avoidance of doubt, Senior Notes Accrued Quarterly Post-ARD Contingent Interest), calculated based on a 360-day year of twelve 30-day months and (ii) the amount of any Class A-2 Quarterly Interest Shortfall Amount  for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.5(a).

“Closing Date” has the meaning set forth in the Base Indenture.  For purposes of the Base Indenture, the Closing Date shall be deemed the “Series Closing Date” with respect to the Series 2015-1 Notes.

“Commitments” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

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 “Commitment Termination Date” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Committed Note Purchaser” has the meaning set forth in the preamble to the Series 2015-1 Class A-1 Note Purchase Agreement.

 “Conduit Investors” has the meaning set forth in the preamble to the Series 2015-1 Class A-1 Note Purchase Agreement.

“CP Advance” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“CP Rate” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Daily Commitment Fees Amount” means, for any day during any Interest Accrual Period, the Undrawn Commitment Fees that accrue for such day.

“Daily Post-Renewal Date Contingent Interest Amount” means, for any day during any Interest Accrual Period commencing on or after the Series 2015-1 Class A-1 Notes Renewal Date, the sum of (a) the result of (i) the product of (x) the Series 2015-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) the Series 2015-1 Class A-1 Outstanding Principal Amount (excluding any Base Rate Advances and Undrawn L/C Face Amounts included therein) as of the close of business on such day divided by (ii) 360 and (b) the result of (i) the product of (x) the Series 2015-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) any Base Rate Advances included in the Series 2015-1 Class A-1 Outstanding Principal Amount as of the close of business on such day divided by (ii) 365 or 366, as applicable.

“Decrease” means a Mandatory Decrease or a Voluntary Decrease, as applicable.

“Definitive Notes” has the meaning set forth in Section 4.2(c) of the Series 2015-1 Supplement.

“Depository” means the depository or the custodian specified herein to whom the Notes of a Class of a Series, upon original issuance, may be issued and delivered.

“DTC” means The Depository Trust Company and any successor thereto.

“Estimated Class A-1 Daily Interest Amount” means (a) for the first Interest Accrual Period, the Class A-1 Daily Interest Amount as of the Closing Date and (b) for any other Interest Accrual Period, the Class A-1 Daily Interest Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced.

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“Estimated Daily Commitment Fees Amount” means (a) for the first Interest Accrual Period, the Daily Commitment Fees Amount as of the Closing Date and (b) for any other Interest Accrual Period, the Daily Commitment Fees Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced.

“Eurodollar Advance” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Eurodollar Rate” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Fitch” means Fitch, Inc., doing business as Fitch Ratings, or any successor thereto.

“Funding Agent” has the meaning set forth in the preamble to the Series 2015-1 Class A‑1 Note Purchase Agreement.

 “Increase” has the meaning set forth in Section 2.1(a) of the Series 2015-1 Supplement.

“Initial Purchaser” means, collectively, Guggenheim Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Inc., ▇▇▇▇▇ Fargo Securities, LLC and Rabo Securities USA, Inc.

“Investor” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Investor Group Supplement” has the meaning set forth in Section 9.17(c) of the Series 2015-1 Class A-1 Note Purchase Agreement.

“L/C Commitment” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“L/C Issuing Bank” has the meaning set forth in Section 2.07(g) of the Series 2015-1 Class A-1 Note Purchase Agreement.

“L/C Quarterly Fees” has the meaning set forth in Section 2.07(d) of the Series 2015-1 Class A-1 Note Purchase Agreement.

“L/C Obligations” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“L/C Provider” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Letter of Credit” has the meaning set forth in Section 2.07(a) of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Make-Whole End Date” has the meaning set forth in Section 3.6(e) of the Series 2015-1 Supplement.

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“Mandatory Decrease” has the meaning set forth in Section 2.2(a) of the Series 2015-1 Supplement.

“Offering Memorandum” means the Offering Memorandum for the offering of the Series 2015-1 Class A-2 Notes, dated May 19, 2015, prepared by the Master Issuer.

“Outstanding Series 2015-1 Class A-1 Notes” means, with respect to the Series 2015-1 Class A-1 Notes, all Series 2015-1 Class A-1 Notes theretofore authenticated and delivered under the Base Indenture, except:

“Outstanding Series 2015-1 Class A-2 Notes” means, with respect to the Series 2015-1 Class A-2 Notes, all Series 2015-1 Class A-2 Notes theretofore authenticated and delivered under the Base Indenture, except:

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provided that (A) in determining whether the Noteholders of the requisite Outstanding Principal Amount have given any request, demand, authorization, direction, notice, consent, waiver or vote under the Indenture, the following Series 2015-1 Class A-2 Notes shall be disregarded and deemed not to be Outstanding:  (x) Series 2015-1 Class A-2 Notes owned by the Securitization Entities or any other obligor upon the Series 2015-1 Class A-2 Notes or any Affiliate of any of them and (y) Series 2015-1 Class A-2 Notes held in any accounts with respect to which the Manager or any Affiliate thereof exercises discretionary voting authority; provided, further, that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or vote, only Series 2015-1 Class A-2 Notes as described under clause (x) or (y) above that a Trust Officer actually knows to be so owned shall be so disregarded; and (B) Series 2015-1 Class A-2 Notes owned in the manner indicated in clause (x) or (y) above that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Series 2015-1 Class A-2 Notes and that the pledgee is not a Securitization Entity or any other obligor or the Manager, an Affiliate thereof, or an account for which the Manager or an Affiliate of the Manager exercises discretionary voting authority.

“Outstanding Series 2015-1 Notes” means, collectively, all Outstanding Series 2015-1 Class A-1 Notes and all Outstanding Series 2015-1 Class A-2 Notes.

“Permanent Regulation S Global Notes” has the meaning set forth in Section 4.2(b) of the Series 2015-1 Supplement.

“Prepayment Notice” has the meaning set forth in Section 3.6(g) of the Series 2015-1 Supplement.

“Prepayment Record Date” means, with respect to the date of any Series 2015-1 Prepayment, the last day of the calendar month immediately preceding the date of such Series 2015-1 Prepayment unless such last day is less than ten (10) Business Days prior to the date of such Series 2015-1 Prepayment, in which case the “Prepayment Record Date” will be the last day of the second calendar month immediately preceding the date of such Series 2015-1 Prepayment.

“Quarterly Scheduled Principal Amount” means, with respect to any Quarterly Payment Date, (i) with respect to the Series 2015-1 Class A-2-I Notes, $2,187,500, (ii) with respect to the

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Series 2015-1 Class A-2-II Notes, $2,250,000 and (iii) with respect to the Series 2015-1 Class A-2-III Notes, $1,250,000; provided that amounts paid to the Series 2015-1 Class A-2 Noteholders in respect of the Series 2015-1 Class A-2 Outstanding Principal Amount (x) in respect of amounts allocated pursuant to priority (i)(D) of the Priority of Payments shall reduce the respective Quarterly Scheduled Principal Amounts ratably and (y) as optional prepayments pursuant to Section 3.6(f) shall reduce all remaining Quarterly Scheduled Principal Amounts with respect to the applicable Tranche ratably.  Series 2015-1 Class A-2 Notes that are cancelled pursuant to Section 2.14 of the Base Indenture shall reduce the applicable Quarterly Scheduled Principal Amounts prior to the applicable Series 2015-1 Anticipated Repayment Date ratably based on the Outstanding Principal Amount of such Series 2015-1 Class A-2 Notes.  For purposes of the Base Indenture, Quarterly Scheduled Principal Amounts shall be deemed to be “Scheduled Principal Payments”.

“Quarterly Scheduled Principal Deficiency Amount” means, as of any date of determination, the amount, if any, of due and unpaid Quarterly Scheduled Principal Amount with respect to each Quarterly Payment Date prior to such date of determination.  For purposes of the Base Indenture, the “Quarterly Scheduled Principal Deficiency Amount” shall be deemed to be a “Senior Notes Quarterly Scheduled Principal Deficiency Amount”.

“QIB” means a “Qualified Institutional Buyer” as defined in Rule 144A.

“Rabobank” means Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch.

“Rating Agencies” means S&P and any successor or successors thereto.  Solely with respect to the Series 2015-1 Class A-2 Notes, in the event that at any time the rating agencies rating the Series 2015-1 Class A-2 Notes do not include S&P, references to rating categories of S&P in this Series Supplement shall be deemed instead to be references to the equivalent categories of such other rating agency as then is rating the Notes as of the most recent date on which such other rating agency and S&P published ratings for the type of security in respect of which such alternative rating agency is used.

“Regulation S” means Regulation S promulgated under the 1933 Act.

“Regulation S Global Notes” means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.

“Restricted Period” means, with respect to any Series 2015-1 Class A-2 Notes sold pursuant to Regulation S, the period commencing on the Closing Date and ending on the 40^th day after the Closing Date.

“Rule 144A Global Notes” has the meaning set forth in Section 4.2(a) of the Series 2015-1 Supplement.

“Rule 144A” means Rule 144A promulgated under the 1933 Act.

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(i) the sum of (A) the product of (1) the Weekly Accrual Percentage and (2) the Class A-1 Estimated Quarterly Interest for such Interest Accrual Period and (B) the Senior Notes Accrued Quarterly Interest Shortfall (Class A-1) for such Weekly Allocation Date, until such Class A-1 Estimated Quarterly Interest, net of any allocated but unpaid negative Class A-1 Final Interest Adjustment Amount with respect to a prior Interest Accrual Period, shall have been allocated in full;

(iii) if such Weekly Allocation Date is the last Weekly Allocation Date in the Interest Accrual Period ending in such Quarterly Collection Period, the Class A-1 Final Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period.

“Senior Notes Accrued Quarterly Interest Shortfall (Class A-1)” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to Senior Notes Accrued Quarterly Interest Amount (Class A-1) on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the

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aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-1) for all such preceding Weekly Allocation Dates.

“Senior Notes Accrued Quarterly Interest Shortfall (Class A-2)” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to the Senior Notes Accrued Quarterly Interest Amount (Class A-2) on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-2) for all such preceding Weekly Allocation Dates.

“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period  an amount equal to the sum of (i) the product of (1) the Weekly Accrual Percentage and (2) the aggregate of each interest amount designated hereunder as a “Senior Notes Quarterly Post-ARD Contingent Interest Amount” for purposes of the Base Indenture (collectively, the “Designated SNAQPCIA”) due on the Quarterly Payment Date in the next succeeding Quarterly Collection Period and (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall for such Weekly Allocation Date, until such Designated SNAQPCIA shall have been allocated in full.  For purposes of the Base Indenture, the “Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” shall be deemed to be a “Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount”.

“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Post-ARD Contingent Interest Account with respect to the Series 2015-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for all such preceding Weekly Allocation Dates.

 “Series 2015-1 Anticipated Repayment Date” has the meaning set forth in Section 3.6(b) of the Series 2015-1 Supplement.  For purposes of the Base Indenture, the “Series 2015-1 Anticipated Repayment Date” shall be deemed to be an “Anticipated Repayment Date”.

 “Series 2015-1 Class A-1 Advance” has the meaning set forth in the recitals to the Series 2015-1 Class A-1 Note Purchase Agreement.

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“Series 2015-1 Class A-1 Advance Notes” has the meaning set forth in “Designation” in the Series 2015-1 Supplement.

“Series 2015-1 Class A-1 Advance Request” has the meaning set forth under “Advance Request” in this Annex A.

“Series 2015-1 Class A-1 Breakage Amount” has the meaning set forth under “Breakage Amount” in this Annex A.

 “Series 2015-1 Class A-1 Commitments” has the meaning set forth under “Commitments” in this Annex A.

 “Series 2015-1 Class A-1 Commitment Term” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Series 2015-1 Class A-1 Distribution Account” means account no. ▇▇▇▇▇▇▇▇ entitled “Citibank, N.A. f/b/o Wendy’s Funding, LLC, Series 2015-1 – Series 2015-1 Distribution Account” maintained by the Trustee pursuant to Section 3.7(a) of the Series 2015-1 Supplement or any successor securities account maintained pursuant to Section 3.7(a) of the Series 2015-1 Supplement.

“Series 2015-1 Class A-1 Distribution Account Collateral” has the meaning set forth in Section 3.7(b) of the Series 2015-1 Supplement.

“Series 2015-1 Class A-1 Excess Principal Event” shall be deemed to have occurred if, on any date, the Series 2015-1 Class A-1 Outstanding Principal Amount exceeds the Series 2015-1 Class A-1 Notes Maximum Principal Amount.

“Series 2015-1 Class A-1 Initial Advance” has the meaning set forth in Section 2.1(a) of the Series 2015-1 Supplement.

“Series 2015-1 Class A-1 Initial Advance Principal Amount” means the aggregate initial outstanding principal amount of the Series 2015-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2015-1 Class A-1 Initial Advances made on the Closing Date pursuant to Section 2.1(a) of the Series 2015-1 Supplement, which is $0.

“Series 2015-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount” means the aggregate initial outstanding principal amount of the Series 2015-1 Class A-1 L/C Note of the L/C Provider corresponding to the aggregate Undrawn L/C Face Amounts of the Letters of Credit issued on the Closing Date pursuant to Section 2.07 of the Series 2015-1 Class A-1 Note Purchase Agreement, which is $22,000,000.

“Series 2015-1 Class A-1 Initial Swingline Principal Amount” means the aggregate initial outstanding principal amount of the Series 2015-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Swingline Loans made on the Closing Date pursuant to Section 2.06 of the Series 2015-1 Class A-1 Note Purchase Agreement, which is $0.

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“Series 2015-1 Class A-1 Investor” has the meaning set forth under “Investor” in this Annex A.

“Series 2015-1 Class A-1 L/C Notes” has the meaning set forth in “Designation” in the Series 2015-1 Supplement.

“Series 2015-1 Class A-1 L/C Obligations” has the meaning set forth under “L/C Obligations” in this Annex A.

“Series 2015-1 Class A-1 Noteholder” means the Person in whose name a Series 2015-1 Class A-1 Note is registered in the Note Register.

“Series 2015-1 Class A-1 Note Purchase Agreement” means the Class A-1 Note Purchase Agreement, dated as of June 1, 2015, by and among the Master Issuer, the Guarantors, the Manager, the Series 2015-1 Class A-1 Investors, the Series 2015-1 Class A-1 Noteholders and Rabobank, as administrative agent thereunder, pursuant to which the Series 2015-1 Class A-1 Noteholders have agreed to purchase the Series 2015-1 Class A-1 Notes from the Master Issuer, subject to the terms and conditions set forth therein, as amended, supplemented or otherwise modified from time to time.  For purposes of the Base Indenture, the “Series 2015-1 Class A-1 Note Purchase Agreement” shall be deemed to be a “Variable Funding Note Purchase Agreement”.

“Series 2015-1 Class A-1 Note Rate” means, for any day, (a) with respect to any portion of the Series 2015-1 Class A-1 Outstanding Principal Amount as of such day, the CP Rate, the Eurodollar Rate or the Base Rate, as applicable thereto pursuant to the Series 2015-1 Class A-1 Note Purchase Agreement for such day, and (b) with respect to any other amounts that any Related Document provides is to bear interest by reference to the Series 2015-1 Class A-1 Note Rate, the Base Rate in effect for such day.

“Series 2015-1 Class A-1 Notes” has the meaning set forth in “Designation” in the Series 2015-1 Supplement.

“Series 2015-1 Class A-1 Notes Amortization Event” means that the Outstanding Principal Amount of the Series 2015-1 Class A-1 Notes is not paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) on or prior to the Series 2015-1 Class A-1 Notes Renewal Date.  For purposes of the Base Indenture, a “Series 2015-1 Class A-1 Notes Amortization Event” shall be deemed to be a “Class A-1 Notes Amortization Event”.

“Series 2015-1 Class A-1 Notes Amortization Period” means the period commencing on the date on which a Series 2015-1 Class A-1 Notes Amortization Event occurs and ending on the date on which there are no Series 2015-1 Class A-1 Notes Outstanding.  For purposes of the Base Indenture, a “Series 2015-1 Class A-1 Notes Amortization Period” shall be deemed to be a “Class A-1 Notes Amortization Period”.

“Series 2015-1 Class A-1 Notes Maximum Principal Amount” means $150,000,000, as such amount may be reduced pursuant to Section 2.05 of the Series 2015-1 Class A-1 Note Purchase Agreement.

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“Series 2015-1 Class A-1 Notes Renewal Date” means (i) the Quarterly Payment Date in June, 2020, (ii) if the date in clause (i) is extended at such time to the Quarterly Payment Date in June, 2021, the Quarterly Payment Date in June, 2021 and (iii) if the date in clause (ii) is extended at such time to the Quarterly Payment Date in June, 2022, the Quarterly Payment Date in June, 2022, in each case pursuant to Section 3.6(b) of this Series Supplement.  For purposes of the Base Indenture, the “Series 2015-1 Class A-1 Notes Renewal Date” shall be deemed to be a “Class A-1 Notes Renewal Date”.

“Series 2015-1 Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2015-1 Class A-1 Initial Advance Principal Amount, if any, minus (b) the amount of principal payments (whether pursuant to a Decrease, a prepayment, a redemption or otherwise) made on the Series 2015-1 Class A-1 Advance Notes on or prior to such date plus (c) any Increases in the Series 2015-1 Class A-1 Outstanding Principal Amount pursuant to Section 2.1 of the Series 2015-1 Supplement resulting from Series 2015-1 Class A-1 Advances made on or prior to such date and after the Closing Date plus (d) any Series 2015-1 Class A-1 Outstanding Subfacility Amount on such date; provided that at no time may the Series 2015-1 Class A-1 Outstanding Principal Amount exceed the Series 2015-1 Class A-1 Notes Maximum Principal Amount.  For purposes of the Base Indenture, the “Series 2015-1 Class A-1 Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount”.

“Series 2015-1 Class A-1 Outstanding Subfacility Amount” means, when used with respect to any date, the aggregate principal amount of any Series 2015-1 Class A-1 Swingline Notes and Series 2015-1 Class A-1 L/C Notes outstanding on such date (after giving effect to Subfacility Increases or Subfacility Decreases therein to occur on such date pursuant to the terms of the Series 2015-1 Class A-1 Note Purchase Agreement or the Series 2015-1 Supplement).

“Series 2015-1 Class A-1 Post-Renewal Date Contingent Interest Amount” means, for any Interest Accrual Period commencing on or after the Series 2015-1 Class A-1 Notes Renewal Date, an amount equal to the sum of the aggregate of the Daily Post-Renewal Date Contingent Interest Amounts for each day in such Interest Accrual Period.  For purposes of the Base Indenture, Series 2015-1 Class A-1 Post-Renewal Date Contingent Interest Amount shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.

“Series 2015-1 Class A-1 Post-Renewal Date Contingent Interest Rate” has the meaning set forth in Section 3.4(c) of the Series 2015-1 Supplement.

“Series 2015-1 Class A-1 Subfacility Noteholder” means the Person in whose name a Series 2015-1 Class A-1 Swingline Note or Series 2015-1 Class A-1 L/C Note is registered in the Note Register.

“Series 2015-1 Class A-1 Swingline Loan” has the meaning set forth under “Swingline Loan” in this Annex A.

“Series 2015-1 Class A-1 Swingline Notes” has the meaning set forth in “Designation” of the Series 2015-1 Supplement.

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“Series 2015-1 Class A-1 VFN Fee Letter” means the Fee Letter, dated as of the Closing Date, by and among the Master Issuer, the Guarantors, the Manager, the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider, the Swingline Lender, and the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof.

“Series 2015-1 Class A-2 Distribution Account” means account no. – ▇▇▇▇▇▇▇▇ entitled “Citibank, N.A. f/b/o Wendy’s Funding, LLC, Series 2015-1 – Series 2015-2 Distribution Account” maintained by the Trustee pursuant to Section 3.8(a) of the Series 2015-1 Supplement or any successor securities account maintained pursuant to Section 3.8(a) of the Series 2015-1 Supplement.

“Series 2015-1 Class A-2 Distribution Account Collateral” has the meaning set forth in Section 3.8(b) of the Series 2015-1 Supplement.

“Series 2015-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2015-1 Class A-2 Notes, which is $2,275,000,000.

“Series 2015-1 Class A-2 Make-Whole Prepayment Premium” means, with respect to a Series 2015-1 Class A-2 Prepayment, an amount (not less than zero) calculated by the Manager on behalf of the Master Issuer equal to (A) if such Series 2015-1 Class A-2 Prepayment occurs prior to the relevant Make-Whole End Date with respect to the applicable Tranche (i) the discounted present value as of the relevant Series 2015-1 Class A-2 Make-Whole Premium Calculation Date of all future installments of interest (excluding any interest required to be paid on the applicable Series 2015-1 Prepayment Date) on and principal of such Tranche (or portion thereof) being prepaid that the Master Issuer would otherwise be required to pay on such Tranche (or such portion thereof to be prepaid) from the applicable Series 2015-1 Prepayment Date to and including the Make-Whole End Date with respect to such Tranche, assuming that (x) payments of Quarterly Scheduled Principal Amounts are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Quarterly Scheduled Principal Amounts due to optional and mandatory prepayments, including prepayments in connection with a Rapid Amortization Event and cancellations of repurchased Notes prior to the date of such repayment), (y) Quarterly Scheduled Principal Amounts (or ratable amounts thereof based on the principal of such Tranche (or portion thereof) being prepaid) are to be made with respect to such Tranche (or portion thereof to be prepaid) on each Quarterly Payment Date prior to such Make-Whole End Date and (z) the entire remaining unpaid principal amount of such Tranche (or portion thereof) is paid on such Make-Whole End Date minus (ii) the Outstanding Principal Amount of such Tranche (or portion thereof) being prepaid or (B) if such Series 2015-1 Class A-2 Prepayment occurs on or after the Make-Whole End Date with respect to the applicable Tranche, zero.  For the purposes of the calculation of the discounted present value in clause (A)(i) above, such present value shall be determined by the Manager, on behalf of the Master Issuer, using a discount rate equal to the sum of:  (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the Series 2015-1 Class A-2 Make-Whole Premium Calculation Date, of the United States Treasury Security having a maturity closest to the relevant Make-Whole End Date plus (y) 0.50%.  For purposes of the Base Indenture, “Series 2015-1 Class A-2 Make-Whole Prepayment Premium” shall be deemed to be “unpaid premiums and make-whole prepayment premiums” for purposes of the Priority of Payments.

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“Series 2015-1 Class A-2 Noteholder” means the Person in whose name a Series 2015-1 Class A-2 Note is registered in the Note Register.

“Series 2015-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of May 19, 2015, by and among Guggenheim Securities, LLC, on behalf of itself and as representative of the Initial Purchasers, the Master Issuer, the Guarantors and the Manager, as amended, supplemented or otherwise modified from time to time.

“Series 2015-1 Class A-2 Note Rate” means (i) with respect to the Series 2015‑1 Class A-2-I Notes, the Series 2015-1 Class A-2-I Note Rate, (ii) with respect to the Series 2015‑1 Class A-2-II, the Series 2015-1 Class A-2-II Note Rate and (iii) with respect to the Series 2015‑1 Class A-2-III, the Series 2015-1 Class A-2-III Note Rate.

“Series 2015-1 Class A-2-I Note Rate” means 3.371% per annum.

“Series 2015-1 Class A-2-II Note Rate” means 4.080% per annum.

“Series 2015-1 Class A-2-III Note Rate” means 4.497% per annum.

“Series 2015-1 Class A-2 Notes” has the meaning specified in “Designation” of the Series 2015-1 Supplement.

“Series 2015-1 Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2015-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether a Quarterly Scheduled Principal Amount, a prepayment, a purchase and cancellation, a redemption or otherwise) made to Series 2015-1 Class A-2 Noteholders with respect to Series 2015-1 Class A-2 Notes on or prior to such date.  For purposes of the Base Indenture, the “Series 2015-1 Class A-2 Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount”.

“Series 2015-1 Class A-2 Prepayment” has the meaning set forth in Section 3.6(e) of the Series 2015-1 Supplement.

  “Series 2015-1 Class A-2 Quarterly Post-ARD Contingent Interest” has the meaning set forth in Section 3.5(b)(i).  For purposes of the Base Indenture, Series 2015-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.

“Series 2015-1 Distribution Accounts” means, collectively, the Series 2015-1 Class A-1 Distribution Account and the Series 2015-1 Class A-2 Distribution Account.  For purposes of the Base Indenture, the Series 2015-1 Distribution Accounts shall be deemed to be “Series Distribution Accounts”.

“Series 2015-1 Extension Elections” means, collectively, the Series 2015-1 First Extension Election and the Series 2015-1 Second Extension Election.

“Series 2015-1 Final Payment” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2015-1 Notes, the expiration or cash collateralization in

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accordance with the terms of the Series 2015-1 Class A-1 Note Purchase Agreement of all Undrawn L/C Face Amounts (after giving effect to the provisions of Section 4.04 of the Series 2015-1 Class A-1 Note Purchase Agreement), the payment of all fees and expenses and other amounts then due and payable under the Series 2015-1 Class A-1 Note Purchase Agreement and the termination in full of all Series 2015-1 Class A-1 Commitments.

“Series 2015-1 Final Payment Date” means the date on which the Series 2015-1 Final Payment is made.

“Series 2015-1 First Extension Election” has the meaning set forth in Section 3.6(b)(i) of the Series 2015-1 Supplement.

“Series 2015-1 Global Notes” means, collectively, the Regulation S Global Notes and the Rule 144A Global Notes.

“Series 2015-1 Ineligible Account” has the meaning set forth in Section 3.11 of the Series 2015-1 Supplement.

“Series 2015-1 Legal Final Maturity Date” means the Quarterly Payment Date occurring in June 2045.  For purposes of the Base Indenture, the “Series 2015-1 Legal Final Maturity Date” shall be deemed to be a “Series Legal Final Maturity Date”.

“Series 2015-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 3.6(g) of the Series 2015-1 Supplement.

“Series 2015-1 Non-Amortization Test” means a test that will be satisfied on any Quarterly Payment Date only if both (i) the Holdco Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing.  For purposes of the Base Indenture, the “Series 2015-1 Non-Amortization Test” shall be deemed to be a “Series Non-Amortization Test”.

“Series 2015-1 Noteholders” means, collectively, the Series 2015-1 Class A-1 Noteholders and the Series 2015-1 Class A-2 Noteholders.

 “Series 2015-1 Note Owner” means, with respect to a Series 2015-1 Note that is a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Series 2015-1 Notes” has the meaning set forth in “Designation” in the Series 2015-1 Supplement.

“Series 2015-1 Outstanding Principal Amount” means, with respect to any date, the sum of the Series 2015-1 Class A-1 Outstanding Principal Amount, plus the Series 2015-1 Class A-2 Outstanding Principal Amount.

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“Series 2015-1 Prepayment” means a Series 2015-1 Class A-2 Prepayment or any other prepayment in respect of the Series 2015-1 Notes pursuant to Section 3.6(d) and (j).

“Series 2015-1 Prepayment Amount” means the aggregate principal amount of the applicable Class of Notes to be prepaid on any Series 2015-1 Prepayment Date, together with all accrued and unpaid interest thereon to such date.

“Series 2015-1 Prepayment Date” means the date on which any prepayment on the Series 2015-1 Class A-1 Notes or the Series 2015-1 Class A-2 Notes is made pursuant to Section 3.6(d)(i), Section 3.6(d)(ii), Section 3.6(f) or Section 3.6(j) of this Series Supplement, which shall be, with respect to any Series 2015-1 Prepayment pursuant to Section 3.6(f) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2015-1 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.

“Series 2015-1 Second Extension Election” has the meaning set forth in Section 3.6(b)(ii) of the Series 2015-1 Supplement.

“Series 2015-1 Securities Intermediary” has the meaning set forth in Section 3.9(a) of the Series 2015-1 Supplement.

“Series 2015-1 Senior Notes” means, collectively, the Series 2015-1 Class A-1 Notes and the Series 2015-1 Class A-2 Notes.

“Series 2015-1 Supplement” means the Series 2015-1 Supplement, dated as of the Closing Date by and among the Master Issuer, the Trustee and the Series 2015-1 Securities Intermediary, as amended, supplemented or otherwise modified from time to time.

“Series 2015-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2015-1 Supplement.

“Similar Law” means any federal, state, local, or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.

 “STAMP” has the meaning set forth in Section 4.3(a) of the Series 2015-1 Supplement.

“Subfacility Decrease” has the meaning set forth in Section 2.2(d) of the Series 2015-1 Supplement.

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“Subfacility Increase” has the meaning set forth in Section 2.1(b) of the Series 2015-1 Supplement.

“Swingline Commitment” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Swingline Lender” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Swingline Loans” has the meaning set forth in Section 2.06(a) of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Temporary Regulation S Global Notes” has the meaning set forth in Section 4.2(b) of the Series 2015-1 Supplement.

“Tranche” means (i) the Series 2015-1 Class A-2-I Notes, (ii) the Series 2015-1 Class A-2-II Notes, and (iii) the Series 2015-1 Class A-2-III Notes, each of which is hereby designated as a “Tranche” of the Series 2015-1 Class A-2 Notes for purposes of the Base Indenture.

“Undrawn Commitment Fees” has the meaning set forth in Section 3.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Undrawn L/C Face Amounts” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“Unreimbursed L/C Drawings” has the meaning set forth in Section 1.02 of the Series 2015-1 Class A-1 Note Purchase Agreement.

“U.S. Person” has the meaning set forth in Section 4.2 of the Series 2015-1 Supplement.

“Voluntary Decrease” has the meaning set forth in Section 2.2(b) of the Series 2015-1 Supplement.

“Weekly Accrual Percentage” means 10.0%.

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