LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FRANCHISE ASSOCIATES, LLC

EXHIBIT 3.57

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
FRANCHISE ASSOCIATES, LLC

                    LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of FRANCHISE ASSOCIATES, LLC, entered into as of December 30, 2007, by RTM, Inc., a Georgia corporation, as the sole member of the limited liability company (the “Member”).

                    The Member formed a limited liability company pursuant to and in accordance with Chapter 322B.115 of the Minnesota Limited Liability Company Act (the “Act”) and hereby agrees to the following:

                    1. Name . The name of the limited liability company formed hereby is Franchise Associates, LLC (the “Company”).

                    2. Purpose . The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

                    3. Registered Office . The address of the registered office of the Company in the State of Georgia is 1155 Perimeter Center West, Suite 1200, Atlanta, GA 30338.

                    4. Powers of the Company .

                              (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power:

                                        (A) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

                                        (B) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

                                        (C) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as

hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

                                        (D) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

                                        (E) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

                                        (F) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

                                        (G) to appoint employees and agents of the Company, and define their duties and fix their compensation;

                                        (H) to indemnify any person or entity and to obtain any and all types of insurance;

                                        (I) to cease its activities and cancel its insurance;

                                        (J) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

                                        (K) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

                                        (L) to guarantee indebtedness, including indebtedness of subsidiaries of the Company;

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                                        (M) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and

                                        (N) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

                              (b) The Company may merge with, or consolidate into, another Minnesota limited liability company or other business entity upon the written consent of the Member, in its sole discretion.

                    5. Member . The name and the business, residence or mailing address of the Member is as follows:

                    6. Powers of Member . The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, the Board of Managers (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Each of Nils H. Okeson, Robert Q. Jones, Jr., and Tracey C. Fraser is hereby designated as an authorized person with the power and authority to execute, deliver and file the certificate of formation of the Company and any amendments and/or restatements thereof (the “Certificate of Formation”) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

                    7. Management .

                              (a) General Powers . The business and affairs of the Company shall be managed by or under the direction of a board of managers (the “Board of Managers”), which may exercise all such powers of the Company and perform all such lawful acts and things as are not by the Act, the Certificate or Articles of Formation or this Agreement directed or required to be exercised or performed by the Member.

                              (b) Number and Term of Office . The number of managers on the Board of Managers (each, a “Manager”) shall be four or such other number as shall be fixed from time to time by the Member. Managers need not be Members. Managers shall be elected by written consent of the Member and each Manager shall hold office until his or her successor is elected and qualified or until his or her earlier death or resignation or removal in the manner hereinafter provided. The initial Managers of the Company shall be as follows:

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                              (c) Resignation . Any Manager may resign at any time by written notice to the Board of Managers. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board of Managers. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

                              (d) Removal . Any or all of the Managers may be removed, with or without cause, at any time by written consent of the Member.

                              (e) Vacancies . Vacancies occurring on the Board of Managers as a result of the removal of Managers without cause may be filled only by written consent of the Member. Vacancies occurring on the Board of Managers for any other reason, including, without limitation, vacancies occurring as a result of the creation of new manager positions that increase the number of Managers, may be filled by such vote or written consent of the Board of Managers or by written consent of the Member. If the number of Managers then in office is less than a quorum, such other vacancies may be filled by vote of a majority of the Managers then in office or by written consent of the Board of Managers or the Member. Unless earlier removed pursuant to Section 7(d) hereof, each Manager chosen in accordance with this Section 7(e) shall hold office until the next annual election of Managers by the Member and until his or her successor shall be elected and qualified.

                              (f) Meetings .

                                        (i) Times and Places of Meetings . The Board of Managers may hold meetings, both regular and special, either within or without the State of Minnesota. The times and places for holding meetings of the Board of Managers may be fixed from time to time by resolution of the Board of Managers or (unless contrary to a resolution of the Board of Managers) in the notice of the meeting.

                                        (ii) Annual Meetings . As soon as practicable after each annual election of Managers by the Member, the Board of Managers shall hold its annual meeting, without notice of such meeting, for the purposes of organization, the election of officers and the transaction of other business. The annual meeting of the Board of Managers may be held at any other time and place specified in a notice given as provided in Section 7(f)(iv) hereof for special meetings of the Board of Managers or in a waiver of notice thereof.

                                        (iii) Regular Meetings . Regular meetings of the Board of Managers may be held without notice at such times and at such places as shall from time to time be determined by the Board of Managers.

                                        (iv) Special Meetings . Special meetings of the Board of Managers may be called by the Chairman, the President or the Secretary or by any two or more Managers then serving on at least one day’s notice to each Manager given by one of

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the means specified in Section 7(f)(vii) hereof other than by mail, or on at least three days’ notice if given by mail. Special meetings shall be called by the Chairman, President or Secretary in like manner and on like notice on the written request of any two or more of the Managers then serving.

                                        (v) Telephone Meetings . Managers or members of any committee designated by the Board of Managers may participate in a meeting of the Board of Managers or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7(f)(v) shall constitute presence in person at such meeting.

                                        (vi) Adjourned Meetings . A majority of the Managers present at any meeting of the Board of Managers, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. At least one day’s notice of any adjourned meeting of the Board of Managers shall be given to each Manager whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 7(f)(vii) hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

                                        (vii) Notice Procedure . Subject to Sections 7(f)(iv) and 7(f)(vi) hereof, whenever, under the provisions of any statute, the Certificate of Formation or this Agreement, notice is required to be given to any Manager, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Manager at such Manager’s address as it appears on the records of the Company, with postage thereon prepaid, or by telegram, telex, telecopy or any other lawful means (including electronic transmission) addressed as aforesaid.

                                        (viii) Waiver of Notice . Whenever the giving of any notice is required by statute, the Certificate of Formation or this Agreement, a waiver thereof, in writing, signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance by a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers or a committee of the Board of Managers need be specified in any written waiver of notice unless so required by statute, the Certificate of Formation or this Agreement.

                                        (ix) Presiding Officer . At each meeting of the Board of Managers, the Chairman, or in the absence of the Chairman the President, or in the absence of the President a chairman chosen by a majority of the Managers present, shall preside. The Secretary shall act as secretary at each meeting of the Board of Managers. In case the Secretary shall be absent from any meeting of the Board of Managers, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

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                                        (x) Quorum of Managers . The presence in person of a majority of the entire Board of Managers shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Managers, but a majority of a smaller number may adjourn any such meeting to a later date.

                                        (xi) Action by Majority Vote . Except as otherwise expressly required by statute, the Certificate of Formation or this Agreement, the act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

                                        (xii) Action Without Meeting . Unless otherwise restricted by statute, the Certificate of Formation or this Agreement, any action required or permitted to be taken at any meeting of the Board of Managers or of any committee thereof may be taken without a meeting if all Managers or members of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Managers or committee.

                                        (xiii) Compensation . The Board of Managers may determine the compensation of Managers. In addition, as determined by the Board of Managers, Managers may be reimbursed by the Company for their expenses, if any, in the performance of their duties as Managers. Managers who serve as members of any committee of the Board of Managers in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board of Managers may from time to time determine, together with reimbursement for their expenses, if any, in the performance of their duties. No such compensation or reimbursement shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

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