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 spe