Compliance Certificates. [[Organization B:Organization]] acknowledges [[Organization C:Organization]] has requested, and [[Organization B:Organization]] shall timely prepare and furnish to [[Organization C:Organization]], the financial statements and reports described in the Warehouse Agreement, plus such additional financial reports and information as [[Organization C:Organization]] may from time to time request. In addition, [[Organization B:Organization]] shall prepare and submit to [[Organization C:Organization]], on a quarterly basis and no later than thirty (30) days after the close of each fiscal quarter, a compliance certificate executed by [[Organization B:Organization]], demonstrating [[Organization B:Organization]]’s compliance with the covenants set forth in Section 1 of this Addendum and the provisions of the Warehouse Agreement, and such substantiation thereof as may be required by [[Organization C:Organization]], all in such form and content required by [[Organization C:Organization]] from time to time. A copy of [[Organization C:Organization]]’s current required form of compliance certificate is attached hereto as Exhibit E-1. Although compliance certificates are to be delivered to [[Organization C:Organization]] on a quarterly basis, [[Organization B:Organization]] shall at all times comply with all covenants set forth in Section 1 of this Addendum and the provisions of the Warehouse Agreement and [[Organization C:Organization]] may test [[Organization B:Organization]]’s compliance with such covenants and provisions at any time.

STOCK CERTIFICATES. At and after the Effective Time, all of the outstanding certificates owned by [[Organization A:Organization]], that, prior to that date; represented shares of [[Star Vending:Organization]] Stock shall, until such certificate(s) shall have been surrendered, be entitled to exercise any voting and other rights with respect to, and to receive any dividend and other distributions upon, the shares of RTM Common Stock evidenced by such outstanding certificate(s) as above provided.

The Company shall issue the Award Shares either: # in certificate form as provided in Paragraph 3(b) below; or # in book entry form, registered in the name of the Participant with notations regarding the applicable restrictions on transfer imposed under this Agreement.

STOCK CERTIFICATES. Any stock certificate(s) representing the Shares of restricted stock granted hereby will be stamped or otherwise imprinted with a legend with respect to any applicable restrictions contained herein or in the Plan and otherwise with respect to the sale or transfer of such shares. At the election of the Company, any stock certificates evidencing Shares of restricted stock shall be held by the Company on your behalf until such time as the transfer of such Shares is no longer subject to the restrictions set out in the Plan and this Agreement and you are no longer employed by the Company.

Replacement Certificates. The Corporation shall replace any mutilated Series B Preferred Stock certificate at the Holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Corporation of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may reasonably be required by the Corporation.

Stock Certificates. The Award Shares shall be registered on the Company's stock transfer books in the name of the Participant in book-entry or electronic form or in certificated form as determined by the Committee. If issued in certificated form, physical possession of the stock certificate(s) shall be retained by the Company until such time as the Period of Restriction terminates and such Award Shares become transferable or are forfeited hereunder.

Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to Participant’s Designated Beneficiary. “Designated Beneficiary” means # the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or # in the absence of an effective designation by a Participant, “Designated Beneficiary” the Participant’s estate.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Incumbency Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary Guarantor certifying the names and true signatures of the officers of the Borrower or such Subsidiary Guarantor, as the case may be, authorized to sign the Loan Documents to which the Borrower or such Subsidiary Guarantor is a party and any other documents to which the Borrower or any such other Subsidiary Guarantor is a party that may be executed and delivered in connection herewith.

Officer’s Certificates. The certificates to be delivered pursuant to Section 8.2(c).