8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2006

SONIC CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-18859	73-1371046
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Johnny Bench Drive Oklahoma City, Oklahoma	73104
(Address of Principal Executive Offices)	(Zip Code)

(405) 225-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Sonic Corp. has completed a series of financing transactions designed to facilitate its operations and business activities.

Fixed Rate Securitization Notes. On December 20, 2006, various Sonic Corp. subsidiaries issued $600 million of Fixed Rate Series 2006-1 Senior Notes, Class A-2 (the “Series 2006-1 Fixed Rate Notes”) in a private transaction.

The Fixed Rate Notes are the first issuance under a facility that will allow Sonic to issue additional series of notes in the future subject to certain conditions. The Series 2006-1 Fixed Rate Notes will have an anticipated contract monthly weighted average fixed interest rate of 5.7%. The effective weighted average fixed interest rate on a GAAP basis is anticipated to be approximately 5.9%, on the Series 2006-1 Fixed Rate Notes, after giving effect to hedging arrangements entered into in connection with this transaction. Amortization of loan origination costs will add an additional 80 basis points to interest expense, producing an overall weighted average interest cost of 6.7% on the fixed-rates notes. The 2006-1 Fixed Rate Notes are subject to an upward adjustment in the rate of interest due under certain circumstances relating to rates in effect at specified time frames, referred to as “contingent interest” herein. The Series 2006-1 Fixed Rate Notes were issued under a Base Indenture dated December 20, 2006 (the “Base Indenture”) and the related Series 2006-1 Supplemental Indenture dated December 20, 2006 (the “Supplemental Indenture”) among various newly created subsidiaries of Sonic Corp., including Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC and SRI Real Estate Properties LLC, each as Co-Issuer of the Series 2006-1 Fixed Rate Notes and Citibank, N.A., as Trustee and Securities Intermediary. The Base Indenture and Supplemental Indenture are attached hereto as Exhibits 99.1 and 99.2, respectively. The Fixed Rate Notes will have an expected life of six years, with a legal final repayment date in December 2031. The Series 2006-1 Notes are secured by various collateral as described herein.

Revolving Credit Facility. In connection with the issuance of the Series 2006-1 Fixed Rate Notes, certain Sonic Corp. subsidiaries also completed a securitized financing facility of Variable Rate Series 2006-1 Senior Variable Funding Notes, Class A-1 (the “Variable Funding Notes”), which allows for the issuance of up to $200 million of Variable Funding Notes and certain other credit instruments, including letters of credit in support of various Sonic Corp. subsidiary obligations. The Variable Funding Notes allow for drawings on a revolving basis and have been executed pursuant to a Class A-1 Note Purchase Agreement dated December 20, 2006 (the “Variable Funding Note Purchase Agreement”) among Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC and SRI Real Estate Properties LLC, each as Co-Issuer and Sonic Industries Services Inc., as Servicer, certain private conduit investors, financial institutions and funding agents, Bank of America, N.A., as provider of letters of credit, and Lehman Commercial Paper Inc., as a swingline lender and as Administrative Agent. The Variable Funding Notes will be governed, in part, by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Base Indenture. Interest on the Variable Funding Notes will be payable at per annum rates equal to LIBOR plus 105 basis points. While no Variable Funding Notes were issued at closing, letters of credit in an aggregate amount of $300,000 were issued in connection with the establishment of the facility, and it is expected that amounts will be drawn under the Variable Funding Notes from time to time as needed by Sonic Corp. in connection with the operation of its business. There is a commitment fee on the unused portion of the Variable Funding Notes facility of 0.5%. The Variable Funding Notes and other credit instruments issued under the variable Funding Note Purchase Agreement are secured by various collateral as described herein. The Variable Funding Note Purchase Agreement is attached hereto as Exhibit 99.3.

Collateral Security. The subsidiaries that issued the Series 2006-1 Fixed Rate Notes and the Variable Funding Notes (collectively, the “Notes”) are all newly created special purpose bankruptcy remote indirect subsidiaries of Sonic Corp. that hold substantially all of Sonic’s franchising assets and partner drive-in real estate used in the operation of Sonic Corp’s existing business. The Notes are secured by Sonic’s franchise royalty payments, certain lease and other payments and fees and, as a result, the repayment of these Notes is expected to be made solely from the income derived from these indirect subsidiaries’ assets. In addition, Sonic Industries LLC, which is the Sonic Corp. subsidiary that acts as franchisor, has guaranteed the obligations of the Co-Issuers under the Base Indenture and pledged substantially all of its assets to secure such obligations. The pledge and collateral arrangements for all of the Co-Issuers is included in the Base Indenture and the guarantee of Sonic Industries LLC is separate therefrom and is attached hereto as Exhibit 99.4.

Neither Sonic Corp., the ultimate parent of each of the subsidiaries involved in the securitization, nor any subsidiary of Sonic other than the subsidiaries involved in the securitization, guarantee or in any way are liable for the obligations of the subsidiaries involved in the securitization under the Base Indenture, the Supplemental Indenture or the Notes, or any other obligation of such subsidiaries in connection with the issuance of the Notes. Pursuant to the Parent Company Support Agreement dated December 20, 2006 (the “Parent Company Support Agreement”), Sonic Corp. has, however, agreed to cause the performance of certain obligations of its subsidiaries, principally related to the servicing of the assets included as collateral for the Notes and certain indemnity obligations relating to the transfer of the collateral assets to the Co-Issuers. The Parent Company Support Agreement also contains a limitation on indebtedness that may be incurred by Sonic Corp. or its direct and indirect subsidiaries (other than the subsidiaries involved in the securitization), equal to five times EBITDA and/or the satisfaction of certain conditions. The Parent Company Support Agreement is attached hereto as Exhibit 99.5.

Third Party Credit Enhancement. The Series 2006-1 Fixed Rate Notes are rated “Aaa”, and “AAA” by Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, respectively. Timely payment of interest (other than contingent interest) and the outstanding principal of the Notes on the legal final payment date are guaranteed by a financial guaranty insurance policy issued by a monoline insurance company, Ambac Assurance Corporation (“Ambac”), whose obligations themselves are rated “Aaa” and “AAA”. The insurance policy has been issued under an Insurance and Reimbursement Agreement among Ambac, Sonic Corp and various Sonic Corp subsidiaries. Ambac will be the designated control party entitled to make certain decisions with respect to the Notes prior to and following any event of default with respect to the Notes.

Covenants/Restrictions. The Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) a requirement that the Co-Issuers provide transfer deeds of various real estate (and prepare mortgages and related encumbrances to be granted upon the occurrence of certain performance related events, including events of default) used in Sonic Corp’s partner drive-in operations, (ii) a required prepayment of the Notes in the event of certain dispositions of real estate in circumstances where the proceeds are not reinvested in real estate within specified periods, (iii) that the Co-Issuers maintain specified reserve accounts to be used to make required payments in respect of the Notes, (iv) that certain debt service coverage ratios be met the failure of which will result in early or rapid amortization of the outstanding principal amounts due in respect of the Notes, (v) provisions relating to optional and mandatory prepayments, including mandatory prepayments in the event of a stated Change of Control (as defined in the Supplemental Indenture) and the related payment of specified amounts, including specified make whole payments, (vi) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Notes are in stated ways defective or ineffective and (vii) covenants relating to recordkeeping, access to information and similar matters. The Notes are also subject to customary rapid amortization events provided for in the Supplemental Indenture, including events tied to failure to maintain stated debt service coverage ratios, Sonic Corp. system wide sales (as defined) falling below $2.75 billion on stated measurement dates, and certain servicer termination events. The Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Notes, Sonic system-wide sales falling below $2.25 billion, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, certain judgments and any payments being made under the insurance policy described above.

Use of Proceeds. Sonic used approximately $532 million of the net proceeds from the sale to repay its existing term loan and amounts outstanding under its revolving credit facility and approximately $24 million to pay the costs associated with the securitized financing transaction. Sonic intends to use the remaining net proceeds from the sale for general corporate purposes, including expansion of its business, acquisitions of franchise drive-ins and repurchases of Sonic Corp. common stock.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REGISTRANT:
	SONIC CORP.
Date: December 27, 2006	By:	/s/ Stephen C. Vaughan
		Stephen C. Vaughan,
		Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Base Indenture dated December 20, 2006 among Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC and SRI Real Estate Properties LLC, each as Co-Issuer of the Series 2006-1 Fixed Rate Notes and Citibank, N.A., as Trustee and Securities Intermediary.
99.2	Supplemental Indenture dated December 20, 2006 among Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC and SRI Real Estate Properties LLC, each as Co-Issuer of the Series 2006-1 Fixed Rate Notes and Citibank, N.A., as Trustee and Series 2006-1 Securities Intermediary.
99.3	Class A-1 Note Purchase Agreement dated December 20, 2006 among Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC and SRI Real Estate Properties LLC, each as Co-Issuer and Sonic Industries Services Inc., as Servicer, certain private conduit investors, financial institutions and funding agents, Bank of America, N.A., as provider of letters of credit, and Lehman Commercial Paper Inc., as a swingline lender and as Administrative Agent.
99.4	Guarantee and Collateral Support Agreement dated December 20, 2006 made by Sonic Industries LLC, as Guarantor in favor of Citibank N.A., as Trustee.
99.5	Parent Company Support Agreement dated December 20, 2006 made by Sonic Corp. in favor of Citibank N.A., as Trustee.

EX-99.1

Exhibit 99.1

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC,

each as Co-Issuer

and

CITIBANK, N.A.,

as Trustee and Securities Intermediary

BASE INDENTURE

Dated as of December 20, 2006

Asset Backed Notes

(Issuable in Series)

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.1	Definitions	1
Section 1.2	Cross-References	2
Section 1.3	Accounting and Financial Determinations; No Duplication	2
Section 1.4	Rules of Construction	2
ARTICLE II THE NOTES		3
Section 2.1	Designation and Terms of Notes	3
Section 2.2	Notes Issuable in Series	4
Section 2.3	Series Supplement for Each Series	7
Section 2.4	Execution and Authentication	8
Section 2.5	Registrar and Paying Agent	9
Section 2.6	Paying Agent to Hold Money in Trust	10
Section 2.7	Noteholder List	11
Section 2.8	Transfer and Exchange	12
Section 2.9	Persons Deemed Owners	13
Section 2.10	Replacement Notes	13
Section 2.11	Treasury Notes	14
Section 2.12	Book-Entry Notes	14
Section 2.13	Definitive Notes	16
Section 2.14	Cancellation	17
Section 2.15	Principal and Interest	17
Section 2.16	Tax Treatment	18
ARTICLE III SECURITY		18
Section 3.1	Grant of Security Interest	18
Section 3.2	Certain Rights and Obligations of the Co-Issuers Unaffected	22
Section 3.3	Performance of Collateral Documents	22
Section 3.4	Stamp, Other Similar Taxes and Filing Fees	23
Section 3.5	Authorization to File Financing Statements	23
ARTICLE IV REPORTS		23
Section 4.1	Reports and Instructions to Trustee	23
Section 4.2	Annual Noteholders’ Tax Statement	26
Section 4.3	Rule 144A Information	26
Section 4.4	Reports, Financial Statements and Other Information to Noteholders	27
Section 4.5	Servicer	27
ARTICLE V ALLOCATION AND APPLICATION OF COLLECTIONS		28
Section 5.1	Lock-Box Account	28

TABLE OF CONTENTS

(Continued)

		Page
Section 5.2	Concentration Account	29
Section 5.3	Senior Notes Interest Reserve Account	29
Section 5.4	Cash Trap Reserve Account	30
Section 5.5	Collection Account	31
Section 5.6	Collection Account Administrative Accounts	32
Section 5.7	Trustee as Securities Intermediary	33
Section 5.8	Establishment of Series Accounts	35
Section 5.9	Collections and Investment Income	35
Section 5.10	Application of Interim Collections on Interim Allocation Dates	39
Section 5.11	Payment Date Applications	42
Section 5.12	Determination of Monthly Interest	48
Section 5.13	Determination of Monthly Principal	48
Section 5.14	Prepayment of Principal	48
ARTICLE VI DISTRIBUTIONS		48
Section 6.1	Distributions in General	48
ARTICLE VII REPRESENTATIONS AND WARRANTIES		49
Section 7.1	Existence and Power	49
Section 7.2	Company and Governmental Authorization	49
Section 7.3	No Consent	50
Section 7.4	Binding Effect	50
Section 7.5	Litigation	50
Section 7.6	ERISA	50
Section 7.7	Tax Filings and Expenses	51
Section 7.8	Disclosure	52
Section 7.9	Investment Company Act	52
Section 7.10	Regulations T, U and X	52
Section 7.11	Solvency	52
Section 7.12	Ownership of Equity Interests; Subsidiaries	52
Section 7.13	Security Interests	53
Section 7.14	Related Documents	55
Section 7.15	Non-Existence of Other Agreements	55
Section 7.16	Compliance with Contractual Obligations and Laws	55
Section 7.17	Other Representations	55
Section 7.18	No Employees	55
Section 7.19	Insurance	55
Section 7.20	Environmental Matters	56
ARTICLE VIII COVENANTS		57
Section 8.1	Payment of Notes	57
Section 8.2	Maintenance of Office or Agency	57
Section 8.3	Payment and Performance of Obligations	58
Section 8.4	Maintenance of Existence	58

vii

TABLE OF CONTENTS

(Continued)

		Page
Section 8.5	Compliance with Laws	58
Section 8.6	Inspection of Property; Books and Records	58
Section 8.7	Actions under the Collateral Documents and Related Documents	59
Section 8.8	Notice of Defaults and Other Events	60
Section 8.9	Notice of Material Proceedings	60
Section 8.10	Further Requests	60
Section 8.11	Further Assurances	61
Section 8.12	Liens	62
Section 8.13	Other Indebtedness	62
Section 8.14	No ERISA Plan	62
Section 8.15	Mergers	62
Section 8.16	Asset Dispositions	63
Section 8.17	Acquisition of Assets	64
Section 8.18	Dividends, Officers’ Compensation, etc	64
Section 8.19	Legal Name, Location Under Section 9-301 or 9-307	64
Section 8.20	Charter Documents	65
Section 8.21	Investments	65
Section 8.22	No Other Agreements	65
Section 8.23	Other Business	65
Section 8.24	Maintenance of Separate Existence	66
Section 8.25	Covenants regarding Franchise IP	67
Section 8.26	Real Property Leases	69
Section 8.27	No Employees	69
Section 8.28	Insurance	69
Section 8.29	Litigation	69
Section 8.30	Environmental	70
Section 8.31	Enhancements	71
Section 8.32	Interest Rate Hedges; Derivatives Generally	71
Section 8.33	Voluntary Subordinated Debt Repayments	71
Section 8.34	Negative Pledge	71
Section 8.35	Kansas Sonic Partnership Distributions	72
Section 8.36	Annual Bringdown Opinion	72
Section 8.37	Mortgages	72
Section 8.38	Franchise Drive-Ins	72
ARTICLE IX REMEDIES		73
Section 9.1	Rapid Amortization Events	73
Section 9.2	Events of Default	73
Section 9.3	Rights of the Control Party and Trustee upon Event of Default	76
Section 9.4	Waiver of Appraisal, Valuation, Stay and Right to Marshaling	79
Section 9.5	Limited Recourse	80

viii

TABLE OF CONTENTS

(Continued)

		Page
Section 9.6	Optional Preservation of the Collateral	80
Section 9.7	Waiver of Past Events	80
Section 9.8	Control by the Control Party	81
Section 9.9	Limitation on Suits	81
Section 9.10	Unconditional Rights of Noteholders to Receive Payment	82
Section 9.11	The Trustee May File Proofs of Claim	82
Section 9.12	Undertaking for Costs	83
Section 9.13	Restoration of Rights and Remedies	83
Section 9.14	Rights and Remedies Cumulative	83
Section 9.15	Delay or Omission Not Waiver	84
Section 9.16	Waiver of Stay or Extension Laws	84
ARTICLE X THE TRUSTEE		84
Section 10.1	Duties of the Trustee	84
Section 10.2	Rights of the Trustee	87
Section 10.3	Individual Rights of the Trustee	88
Section 10.4	Notice of Events of Default and Defaults	88
Section 10.5	Compensation and Indemnity	88
Section 10.6	Replacement of the Trustee	89
Section 10.7	Successor Trustee by Merger, etc	91
Section 10.8	Eligibility Disqualification	91
Section 10.9	Appointment of Co-Trustee or Separate Trustee	91
Section 10.10	Representations and Warranties of Trustee	93
ARTICLE XI DISCHARGE OF INDENTURE		93
Section 11.1	Termination of the Co-Issuers’ and Guarantor’s Obligations	93
Section 11.2	Application of Trust Money	96
Section 11.3	Repayment to the Co-Issuers	96
Section 11.4	Reinstatement	97
ARTICLE XII AMENDMENTS		97
Section 12.1	Without Consent of the Noteholders	97
Section 12.2	With Consent of the Noteholders	98
Section 12.3	Supplements	101
Section 12.4	Revocation and Effect of Consents	101
Section 12.5	Notation on or Exchange of Notes	101
Section 12.6	The Trustee to Sign Amendments, etc	101
Section 12.7	Control Party Amendments and Waiver Fees	102
ARTICLE XIII MISCELLANEOUS		102
Section 13.1	Notices	102
Section 13.2	Communication by Noteholders With Other Noteholders	106
Section 13.3	Certificate and Opinion as to Conditions Precedent	106
Section 13.4	Statements Required in Certificate	107
Section 13.5	Rules by the Trustee	107

ix

TABLE OF CONTENTS

(Continued)

		Page
Section 13.6	Benefits of Indenture	107
Section 13.7	Payment on Business Day	107
Section 13.8	Governing Law	108
Section 13.9	Successors	108
Section 13.10	Severability	108
Section 13.11	Counterpart Originals	108
Section 13.12	Table of Contents, Headings, etc	108
Section 13.13	No Bankruptcy Petition Against the Securitization Entities	108
Section 13.14	Recording of Indenture	109
Section 13.15	Waiver of Jury Trial	109
Section 13.16	Submission to Jurisdiction; Waivers	109
Section 13.17	Permitted Asset Dispositions; Release of Collateral	110
Section 13.18	Entire Agreement	110

ANNEXES

Annex A	Base Indenture Definitions List
EXHIBITS
Exhibit A	Interim Servicer’s Report
Exhibit B	Monthly Servicer’s Report
Exhibit C-1	Form of Grant of Security Interest in Trademarks
Exhibit C-2	Form of Grant of Security Interest in Patents
Exhibit C-3	Form of Grant of Security Interest in Copyrights
Exhibit D-1	Form of Supplemental Grant of Security Interest in Trademarks
Exhibit D-2	Form of Supplemental Grant of Security Interest in Patents
Exhibit D-3	Form of Supplemental Grant of Security Interest in Copyrights
Exhibit E	Form of Information Request Certification

SCHEDULES

Schedule 7.7	-	Tax Assessments
Schedule 7.13	-	Non-Perfected Liens
Schedule 7.19	-	Insurance

x

BASE INDENTURE, dated as of December 20, 2006, by and among SONIC CAPITAL LLC, a Delaware limited liability company (the “Master Issuer”), SONIC INDUSTRIES FRANCHISING LLC, a Delaware limited liability company (the “Franchise Assets Holder”), AMERICA’S DRIVE-IN HOLDING INC., a Kansas corporation (the “ADIC Holdco”), AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “IP Holder”), AMERICA’S DRIVE-IN RESTAURANTS LLC, a Kansas limited liability company (“New ADIC”), SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“SRI Real Estate Holdco”), SRI REAL ESTATE PROPERTIES LLC, a Delaware limited liability company (“SRI Real Estate Assets Holder” and together with the Master Issuer, the Franchise Assets Holder, ADIC Holdco, the IP Holder, New ADIC and SRI Real Estate Holdco, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as securities intermediary.

W I T N E S S E T H:

WHEREAS, the Co-Issuers have duly authorized the execution and delivery of this Base Indenture to provide for the issuance from time to time of one or more series of asset backed notes (the “Notes”), issuable as provided in this Base Indenture; and

WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of the Co-Issuers, in accordance with its terms, have been done, and the Co-Issuers propose to do all the things necessary to make the Notes, when executed by the Co-Issuers and authenticated and delivered by the Trustee hereunder and duly issued by the Co-Issuers, the legal, valid and binding obligations of the Co-Issuers as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders (in accordance with the priorities set forth herein and in any Series Supplement), as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

Capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached hereto as Annex A (the “Base Indenture Definitions List”), as such Definitions List may be amended, supplemented or modified from time to time in accordance with the provisions hereof.

Section 1.2 Cross-References.

Unless otherwise specified, references in the Indenture and in each other Related Document to any Article or Section are references to such Article or Section of the Indenture or such other Related Document, as the case may be and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.3 Accounting and Financial Determinations; No Duplication.

Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of the Indenture or any other Related Document, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in the Indenture or such other Related Document, in accordance with GAAP. When used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Related Documents shall be made without duplication.

Section 1.4 Rules of Construction.

In the Indenture and the other Related Documents, unless the context otherwise requires:

(a) the singular includes the plural and vice versa;

(b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture and the applicable Related Document, as the case may be, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(c) reference to any gender includes the other gender;

(d) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(e) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and

(f) with respect to the determination of any period of time, except as otherwise specified, “from” means “from and including” and “to” means “to but excluding”.

2

ARTICLE II

THE NOTES

Section 2.1 Designation and Terms of Notes.

(a) Each Series of Notes shall be substantially in the form specified in the applicable Series Supplement and shall bear, upon its face, the designation for such Series to which it belongs as selected by the Co-Issuers, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the applicable Series Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the Authorized Officers of the Co-Issuers executing such Notes, as evidenced by execution of such Notes by such Authorized Officers. All Notes of any Series shall, except as specified in the applicable Series Supplement, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and any applicable Series Supplement. The aggregate principal amount of Notes which may be authenticated and delivered under this Base Indenture is unlimited. The Notes of each Series shall be issued in the denominations set forth in the applicable Series Supplement.

(b) With respect to any Variable Funding Note Purchase Agreement entered into by the Co-Issuers in connection with the issuance of any Class A-1 Senior Notes, whether or not any of the following shall have been specifically provided for in the applicable provision of the Indenture Documents, the following shall be true (except to the extent that the Series Supplement with respect to such Class of Notes shall provide otherwise):

(i) for purposes of any provision of any Indenture Document relating to any vote, consent, direction or the like to be given by such Class on any date, any commitments to extend credit under such Variable Funding Note Purchase Agreement that are not drawn on such date shall be treated as if they were fully drawn and outstanding as Outstanding Principal Amount, without duplication as among different Subclasses so as to ensure that for such purpose the Outstanding Principal Amount does not exceed the maximum aggregate amount of such commitments; and

(ii) for purposes of any provisions of any Indenture Document relating to termination, discharge or the like, such Class shall continue to be deemed Outstanding unless and until all commitments to extend credit under such Variable Funding Note Purchase Agreement have been terminated thereunder.

3

Section 2.2 Notes Issuable in Series.

(a) The Notes may be issued in one or more Series. Each Series of Notes shall be created by a Series Supplement.

(b) So long as each of the certifications described in clause (viii) below are true and correct as of the applicable Series Closing Date, Notes of a new Series may from time to time be executed by the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least five (5) Business Days (except in the case of the issuance of the Initial Series of Notes) in advance of the related Series Closing Date and upon delivery by the Co-Issuers to the Trustee and the Control Party, and receipt by the Trustee and the Control Party, of the following:

(i) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series to be authenticated and the Note Rate with respect to such new Series;

(ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series;

(iii) if there is one or more Series of Notes Outstanding, written confirmation from each Rating Agency that the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such issuance;

(iv) any related Insurance Agreement entered into in connection with such issuance and executed by each of the parties thereto;

(v) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.31;

(vi) any related Interest Rate Hedge Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32;

(vii) if the Initial Series of Notes is Outstanding and such new Series of Notes are Senior Notes, the prior written consent of Ambac; provided, however, that such consent shall not be required if:

(A) the Co-Issuers have complied in all respects with the Credit Protection First Offer Procedure and Ambac has failed to accept such offer in accordance therewith;

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(B) the written confirmation referred to in clause (iii) above has been received from each Rating Agency; and

(C) after giving effect to the issuance of such new Series of Notes, the ABS Leverage Ratio as of the applicable Series Closing Date is equal to or less than the Initial ABS Leverage Ratio;

(viii) an Officer’s Certificate dated as of the applicable Series Closing Date to the effect that:

(A) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Notes;

(B) no Cash Trapping Period is in effect or will commence as a result of the issuance of the new Series of Notes;

(C) all conditions precedent with respect to the authentication and delivery of such new Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfied;

(D) if such new Series of Notes are Senior Notes, the G&C Agreement is in full force and effect as to such new Series of Notes;

(E) if the Initial Series of Notes is Outstanding and if such new Series of Notes includes Subordinated Debt, the terms of any such new Series of Notes with respect to the issuance of any Subordinated Debt include the Subordinated Debt Provisions to the extent applicable; and

(F) each of the parties to the Related Documents with respect to such new Series of Notes has covenanted and agreed in the Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not 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;

(ix) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding, only the opinion set forth in clause (b) of the definition of Tax Opinion is required to be given in connection with the issuance of such new Series of Notes;

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(x) an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the Control Party, dated the applicable Series Closing Date, substantially to the effect that:

(A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and the new Series of Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement;

(B) the related Series Supplement has been duly authorized, executed and delivered by the Co-Issuers;

(C) such new Series of Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of the Co-Issuers entitled to the benefits of this Base Indenture and the related Series Supplement, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;

(D) if such new Series of Notes are Senior Notes, the G&C Agreement is enforceable with respect to such new Series of Senior Notes;

(E) the Lien and the security interests created by the Base Indenture and the G&C Agreement on the Collateral remain perfected as required by the Base Indenture and the G&C Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes;

(F) a bring-down of the non-consolidation opinion delivered on the Initial Closing Date;

(G) if any new assets are being transferred to the Securitization Entities in connection with the issuance of such new Series of Notes, a true sale or true contribution opinion with respect to the transfer of such assets; and

(H) the related Series Supplement is a legal, valid and binding agreement of the Co-Issuers, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

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(xi) such other documents, instruments, certifications, agreements or other items as the Control Party may reasonably require.

(c) Upon satisfaction, or waiver by the Control Party (which waiver shall be in writing), of the conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Notes upon execution thereof by the Co-Issuers.

Section 2.3 Series Supplement for Each Series.

In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation:

(a) its name or designation;

(b) the Initial Principal Amount with respect to such Series;

(c) the Note Rate with respect to such Series and the applicable Default Rate;

(d) the Series Closing Date;

(e) the Series Anticipated Repayment Date;

(f) the Series Legal Final Maturity Date;

(g) each Rating Agency rating such Series;

(h) the name of the Clearing Agency, if any;

(i) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein;

(j) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series;

(k) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass;

(l) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date;

(m) whether the Notes of such Series may be issued in bearer form and any limitations imposed thereon;

(n) whether the Notes of such Series include Senior Notes, and/or Subordinated Notes;

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(o) whether the Notes of such Series include Class A-1 Senior Notes or Class A-1 Subfacilities issued pursuant to a Variable Funding Note Purchase Agreement;

(p) the terms of any related Enhancement and the Enhancement Provider thereof, if any;

(q) the existence of any related Policy and the Insurer thereunder, if any;

(r) the terms of any related Interest Rate Hedge and the Interest Rate Hedge Provider thereof, if any; and

(s) any other relevant terms of such Series of Notes that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series).

Section 2.4 Execution and Authentication.

(a) The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Co-Issuers by an Authorized Officer of each Co-Issuer and delivered by the Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of any Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.

(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer (and, the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Co-Issuers to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating

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agent. The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Notes of a Series issued under the within mentioned Indenture.

Citibank, N.A., as Trustee
By:
	Authorized Signatory

(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.

(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and the Co-Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Control Party (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Section 2.5 Registrar and Paying Agent.

(a) The Co-Issuers shall (i) maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) appoint a paying agent (which shall satisfy the eligibility criteria set forth in Section 10.8(a)) (the “Paying Agent”) at whose office or agency Notes may be presented for payment. The Registrar shall keep a register of the Notes (including the name and address of each such Noteholder) and of their transfer and exchange. The Trustee shall indicate in its books and records the commitment of each Noteholder and the principal amount owing to each Noteholder from time to time. The Co-Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” shall include any additional paying agent and the term “Registrar” shall include any co-registrars. The Co-Issuers may change the Paying Agent or the Registrar without prior notice to any Noteholder. The Co-Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Base Indenture. The Trustee is hereby initially appointed as the Registrar and the Paying Agent and shall send copies of all notices and demands received by the Trustee (other than those sent by the Co-Issuers to the Trustee and those addressed to the Co-Issuers) in connection with the Notes to the Co-Issuers.

(b) The Co-Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Base Indenture. Such agency agreement shall

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implement the provisions of this Base Indenture that relate to such Agent. If the Co-Issuers fail to maintain a Registrar or Paying Agent, the Trustee hereby agrees to act as such, and shall be entitled to appropriate compensation in accordance with this Base Indenture until the Co-Issuers shall appoint a replacement Registrar or Paying Agent, as applicable.

Section 2.6 Paying Agent to Hold Money in Trust.

(a) The Co-Issuers will cause the Paying Agent (if the Paying Agent is not the Trustee) to execute and deliver to the Trustee an instrument in which the Paying Agent shall agree with the Trustee (and, if the Trustee is the Paying Agent, it hereby so agrees), subject to the provisions of this Section 2.6, that the Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default by any Co-Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by the Paying Agent;

(iv) immediately resign as the Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

(v) comply with all requirements of applicable Tax law with respect to the withholding from any payments made by it on any Notes of any applicable withholding Taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(b) The Co-Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, by Company Order direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such sums to be held by the Trustee in trust upon the same terms as those upon which the sums were held in trust by the Paying Agent. Upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money.

(c) Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or the Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the

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Co-Issuers upon delivery of a Company Request. The Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Co-Issuers (and not to any Insurer) for payment thereof (but only to the extent of the amounts so paid to the Co-Issuers), and all liability of the Trustee or the Paying Agent (and any Insurer) with respect to such trust money paid to the Co-Issuers shall thereupon cease; provided, however, that the Trustee or the Paying Agent, before being required to make any such repayment, may, at the expense of the Co-Issuers, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and in a newspaper customarily published on each Business Day and of general circulation in London and Luxembourg (if the related Series of Notes has been listed on the Luxembourg Stock Exchange), if applicable, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Co-Issuers. The Trustee may also adopt and employ, at the expense of the Co-Issuers, any other commercially reasonable means of notification of such repayment.

Section 2.7 Noteholder List.

(a) The Trustee will furnish or cause to be furnished by the Registrar to the Co-Issuers, the Servicer, the Control Party or the Paying Agent or any Class A-1 Administrative Agent, within five (5) Business Days after receipt by the Trustee of a request therefor from the Co-Issuers, the Servicer, the Control Party, the Paying Agent or such Class A-1 Administrative Agent, respectively, in writing, the names and addresses of the Noteholders of each Series as of the most recent Record Date for payments to such Noteholders. Unless otherwise provided in the applicable Series Supplement, holders of Notes of any Series having an aggregate Outstanding Principal Amount of not less than 10% of the aggregate Outstanding Principal Amount of such Series (the “Applicants”) may apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders of such Series or any other Series with respect to their rights under the Indenture or under the Notes and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Co-Issuers notice that such request has been made, within five (5) Business Days after the receipt of such application. Such list shall be as of a date no more than forty-five (45) days prior to the date of receipt of such Applicants’ request. Every Noteholder, by receiving and holding a Note, agrees with the Trustee that neither the Trustee, the Registrar nor any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder, regardless of the source from which such information was obtained.

(b) The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders of each Series of Notes. If the Trustee is not the Registrar, the Co-Issuers shall furnish to the Trustee at least seven (7) Business Days before each Payment Date and at such other

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time as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders of each Series of Notes.

Section 2.8 Transfer and Exchange.

(a) Upon surrender for registration of transfer of any Note at the office or agency of the Registrar, if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met, the Co-Issuers shall execute and, after the Co-Issuers have executed, the Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Series and Class (and, if applicable, Subclass) and a like original aggregate principal amount of the Notes so transferred. At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series and Class in authorized denominations of like original aggregate principal amount of the Notes so exchanged, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met, the Co-Issuers shall execute, and after the Co-Issuers have executed, the Trustee upon receipt of a Company Order shall authenticate and deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive.

(b) Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing with a medallion signature guarantee and (ii) accompanied by such other documents as the Trustee may require. The Co-Issuers shall execute and deliver to the Trustee or the Registrar, as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under the Indenture and the Notes.

(c) All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Co-Issuers, evidencing the same indebtedness, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.

(d) The preceding provisions of this Section 2.8 notwithstanding, (i) the Trustee or the Registrar, as the case may be, shall not be required to register the transfer or exchange of any Note of any Series for a period of fifteen (15) days preceding the due date for payment in full of the Notes of such Series and (ii) no assignment or transfer of a Note or any commitment in respect thereof shall be effective until such assignment or transfer shall have been recorded in the Note Register and in the books and records of the Trustee, as applicable, pursuant to Section 2.5(a).

(e) Unless otherwise provided in the applicable Series Supplement, no service charge shall be payable for any registration of transfer or exchange of Notes, but the Co-Issuers or the Registrar may require payment by the Noteholder of a sum sufficient to cover any Tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

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(f) Unless otherwise provided in the applicable Series Supplement, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be set forth in the applicable Series Supplement) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.13, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, or to a successor Clearing Agency for such Series selected or approved by the Co-Issuers or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.12.

(g) If the Notes are listed on the Luxembourg Stock Exchange, the Trustee or the Luxembourg Agent, as the case may be, shall send to the Co-Issuers upon any transfer or exchange of any Note information reflected in the copy of the register for the Notes maintained by the Registrar or the Luxembourg Agent, as the case may be.

Section 2.9 Persons Deemed Owners.

Prior to due presentment for registration of transfer of any Note, the Trustee, the Control Party, any Agent, any Insurer and the Co-Issuers may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Trustee, the Control Party, any Agent, any Insurer nor any Co-Issuer shall be affected by notice to the contrary.

Section 2.10 Replacement Notes.

(a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Trustee and the Control Party such security or indemnity as may be required by them to hold the Co-Issuers, the Trustee and the Control Party harmless then, provided that the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met, the Co-Issuers shall execute and upon their request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven (7) days shall be, due and payable, instead of issuing a replacement Note, the Co-Issuers may (with the consent of the Control Party) pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Co-Issuers, the Trustee and the Control Party shall be

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entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Co-Issuers, the Trustee or the Control Party in connection therewith.

(b) Upon the issuance of any replacement Note under this Section 2.10, the Co-Issuers may require the payment by the Holder of such Note of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee) connected therewith.

(c) Every replacement Note issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Co-Issuers and such replacement Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued under the Indenture (in accordance with the priorities and other terms set forth herein and in each applicable Series Supplement).

(d) The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.11 Treasury Notes.

In determining whether the Noteholders of the required Aggregate Outstanding Principal Amount of Notes or the required Outstanding Principal Amount of any Series or any Class of any Series of Notes, as the case may be, have concurred in any direction, waiver or consent, Notes owned, legally or beneficially, by any Co-Issuer or any Affiliate of any Co-Issuer shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which a Trust Officer has received written notice of such ownership shall be so disregarded. Absent written notice to a Trust Officer of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual Note Owners.

Section 2.12 Book-Entry Notes.

(a) Unless otherwise provided in any applicable Series Supplement, the Notes of each Class of each Series, upon original issuance, shall be issued in the form of typewritten Notes representing Book-Entry Notes and delivered to the depository (or its custodian) specified in such Series Supplement (the “Depository”) which shall be the Clearing Agency on behalf of such Series or such Class. The Notes of each Class of each Series shall, unless otherwise provided in the applicable Series Supplement, initially be registered on the Note Register in the name of the Clearing Agency or the nominee of the Clearing Agency. No Note Owner will receive a definitive note representing such Note

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Owner’s interest in the related Series of Notes, except as provided in Section 2.13. Unless and until definitive, fully registered Notes of any Series or any Class of any Series (“Definitive Notes”) have been issued to Note Owners pursuant to Section 2.13:

(i) the provisions of this Section 2.12 shall be in full force and effect with respect to each such Series;

(ii) the Co-Issuers, the Paying Agent, the Registrar, the Trustee, the Control Party and the Insurers may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of, premium, if any, and interest on the Notes and the giving of instructions or directions hereunder or under the applicable Series Supplement) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of the Indenture, the provisions of this Section 2.12 shall control with respect to each such Class or Series of Notes;

(iv) subject to the rights of the Control Party under the Indenture, the rights of Note Owners of each such Class or Series of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Notes of such Series for distribution to the Note Owners in accordance with the procedures of the Clearing Agency; and

(v) subject to the rights of the Control Party under the Indenture, whenever the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the aggregate Outstanding Principal Amount of a Series or Class of a Series of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Outstanding Notes or such Series or such Class of such Series of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Trustee.

(b) Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants.

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(c) Whenever notice or other communication to the Noteholders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and the Co-Issuers shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners.

Section 2.13 Definitive Notes.

(a) The Notes of any Series or Class of any Series, to the extent provided in the related Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. All Class A-1 Senior Notes of any Series shall be issued in the form of Definitive Notes. The applicable Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable.

(b) With respect to the Notes of any Series or Class of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Co-Issuers advise the Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Trustee or the Co-Issuers are unable to locate a qualified successor, (ii) the Co-Issuers, at their option, advise the Trustee in writing that they elect to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of any Series of Notes Outstanding issued in the form of Book-Entry Notes or (iii) after the occurrence of a Rapid Amortization Event, with respect to any Series of Notes Outstanding, Note Owners holding a beneficial interest in excess of 50% of the aggregate Outstanding Principal Amount of such Series of Notes advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of such Note Owners, the Trustee shall notify all Note Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series. Upon surrender to the Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, the Co-Issuers shall execute and the Trustee shall authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes in accordance with the instructions of the Clearing Agency. Neither the Co-Issuers nor the Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series or Class of such Series of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series or Class of such Series as Noteholders of such Series or Class of such Series hereunder and under the applicable Series Supplement.

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Section 2.14 Cancellation.

The Co-Issuers may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Co-Issuers may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Except as provided in any Variable Funding Note Purchase Agreement executed and delivered in connection with the issuance of any Series or any Class of any Series of Notes, the Co-Issuers may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless the Co-Issuers shall direct that cancelled Notes be returned to them for destruction pursuant to a Company Order. No cancelled Notes may be reissued.

Section 2.15 Principal and Interest.

(a) The principal of and premium, if any, on each Series of Notes shall be due and payable at the times and in the amounts set forth in the applicable Series Supplement and in accordance with the Priority of Payments.

(b) Each Series of Notes shall accrue interest as provided in the applicable Series Supplement and such interest shall be due and payable for such Series on each Payment Date in accordance with the Priority of Payments.

(c) Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Payment Date for such Note shall be entitled to receive the principal, premium, if any, and interest payable on such Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable.

(d) If the Co-Issuers default in the payment of interest on the Notes of any Series, such interest, to the extent paid on any date that is more than five (5) Business Days after the applicable due date, shall, at the option of the Co-Issuers (and with the consent of the Control Party), cease to be payable to the Persons who were Noteholders of such Series on the applicable Record Date (unless the Insurer with respect to such Series of Notes has thereafter made payment thereof to such Persons under the applicable Policy) and the Co-Issuers shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Noteholders of such Series on a subsequent special record date which date shall be at

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least five (5) Business Days prior to the date on which such interest is to be paid, at the rate provided in the applicable Series Supplement and in the Notes of such Series. The Co-Issuers shall fix or cause to be fixed each such special record date and related payment date, and at least fifteen (15) days before the special record date, the Co-Issuers (or the Trustee, in the name of and at the reasonable expense of the Co-Issuers) shall mail to Noteholders of such Series a notice that states the special record date, the related payment date and the amount of such interest to be paid.

(e) Pursuant to the authority of the Paying Agent under Section 2.6(a)(v), except as otherwise provided pursuant to a Variable Funding Note Purchase Agreement to the extent that the Paying Agent has been notified in writing of such exception by the Co-Issuers or the applicable Class A-1 Administrative Agent, the Paying Agent shall make all payments of interest on the Notes net of any applicable withholding Taxes and Noteholders shall be treated as having received as payments of interest any amounts withheld with respect to such withholding Taxes.

Section 2.16 Tax Treatment.

The Base Indenture has been structured and the Notes have been (or will be) issued with the intention that the Notes will qualify under applicable Tax law as indebtedness of the Co-Issuers or, if any of the Co-Issuers is treated as a division of another entity, such other entity. Any Person or entity acquiring any direct or indirect interest in any Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) for all purposes of federal, state and local income or franchise Taxes and any other Tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

ARTICLE III

SECURITY

Section 3.1 Grant of Security Interest.

(a) To secure the Obligations, each Co-Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in, each Co-Issuer’s right, title and interest in all of the following property to the extent now owned or at any time hereafter acquired by such Co-Issuer (collectively, the “Indenture Collateral”):

(i)(A) the Collateral Franchise Documents including, without limitation, all monies due and to become due to such Co-Issuer under or in connection with the Collateral Franchise Documents, whether payable as fees, rent, expenses, costs, indemnities, dividends, distributions, insurance recoveries, damages for the breach of any of the Collateral Franchise Documents or

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otherwise, but excluding any and all Excluded Amounts, and all security and supporting obligations for such amounts payable thereunder and (B) all rights, remedies, powers, privileges and claims of such Co-Issuer against any other party under or with respect to the Collateral Franchise Documents (whether arising pursuant to the terms of the Collateral Franchise Documents or otherwise available to such Co-Issuer at law or in equity), the right to enforce any of the Collateral Franchise Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Collateral Franchise Documents or the obligations of any party thereunder;

(ii) the Collateral Transaction Documents, including, without limitation, all monies due and to become due to such Co-Issuer under or in connection with the Collateral Transaction Documents, whether payable as fees, rent, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Collateral Transaction Documents or otherwise, all security and supporting obligations for amounts payable hereunder and thereunder and performance of all obligations hereunder and thereunder, including, without limitation, (A) all rights of the Co-Issuers to the Franchise IP under each IP License Agreement to which such Co-Issuer is a party and (B) all rights of the Co-Issuers under the Servicing Agreement and in and to all records, reports and documents in which they have any interest thereunder, and all rights, remedies, powers, privileges and claims of such Co-Issuer against any other party under or with respect to the Collateral Transaction Documents (whether arising pursuant to the terms of the Collateral Transaction Documents or otherwise available to such Co-Issuer at law or in equity), the right to enforce any of the Collateral Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Collateral Transaction Documents or the obligations of any party thereunder;

(iii) the Equity Interests of any Person owned by any Co-Issuer including, without limitation, the Franchisor, the Franchise Assets Holder, ADIC Holdco, the IP Holder, New ADIC, the SRI Real Estate Assets Holder and the Kansas Sonic Partnerships, and all rights as a member or shareholder of each of any such Person under the Charter Documents or the Kansas Sonic Partnership Agreements, as the case may be, of each such Person, including, without limitation, all moneys and other property distributable thereunder to any such Co-Issuer and all rights, remedies, powers, privileges and claims of such Co-Issuer against any other party under or with respect to each such Charter Document or such Kansas Sonic Partnership Agreement (whether arising pursuant to the terms of such Charter Document, such Kansas Sonic Partnership Agreement or otherwise available to such Co-Issuer at law or in equity), the right to enforce each such Charter Document or such Kansas Sonic Partnership Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to each such Charter Document or such Kansas Sonic Partnership Agreement;

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(iv) the Franchise IP, including all Proceeds and products thereof; provided that the grant of security interest hereunder shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest, including, without limitation, all United States Trademark and foreign applications that are based on an intent-to-use, unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity of such Trademark;

(v) the Lock-Box Account, the Concentration Account, the IP Holder Operating Account and any other Securitization Entity Operating Account owned by any of the Co-Issuers, the Cash Trap Reserve Account and the Collection Account, each Account Agreement related thereto and all monies and other property (including Investment Property and Financial Assets) on deposit or credited from time to time in each such account and all Proceeds thereof;

(vi) the Senior Notes Interest Reserve Account, any Account Agreement related thereto and all money and other property (including Investment Property and Financial Assets) on deposit or credited from time to time in such account and all Proceeds thereof;

(vii) each other Base Indenture Account and each Series Account, each Account Agreement related thereto and all monies and other property (including Investment Property and Financial Assets) on deposit or credited from time to time in such account and all Proceeds thereof;

(viii) all other assets of the Co-Issuers now owned or at any time hereafter acquired by such Co-Issuer, including, without limitation, all of the following (each as defined in the New York UCC): all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments (including, without limitation, any Non-Cash Proceeds Notes), securities accounts and other investment property, commercial tort claims, letter-of-credit rights, letters of credit and money;

(ix) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by such Co-Issuer or by anyone on its behalf; and

(x) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees or other supporting obligations given by any Person with respect to any of the foregoing;

provided that the Indenture Collateral shall not include any Excluded Amounts, any Securitization Entity Excluded Amounts Lock-Box Account, or any Securitization Entity Excluded Amounts Concentration Account; provided further that the security interest in the property set forth in clause (vi) above, shall only be for the benefit of the Senior Noteholders, the Trustee, solely in its capacity as trustee for the Senior Noteholders, and the Insurers.

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(b) The foregoing grant is made in trust to secure the Obligations and to secure compliance with the provisions of this Base Indenture and any Series Supplements, all as provided in this Base Indenture. The Trustee, on behalf of the Secured Parties, acknowledges such grant, accepts the trusts under this Base Indenture in accordance with the provisions of this Base Indenture and agrees to perform its duties required in this Base Indenture. The Indenture Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or in the applicable provisions of this Base Indenture).

(c) In addition, pursuant to Section 8.37, the Co-Issuers shall execute and deliver to the Trustee, for the benefit of the Secured Parties, a Mortgage (including each Assignment of Rents included therein) with respect to each Owned Property, each Partner Drive-In Master Lease and each New Franchise Drive-In Lease, which shall be delivered to the Trustee or its agent to be held in escrow; provided that upon the occurrence of a Mortgage Recordation Event, the Trustee shall (i) engage a third-party service provider (which shall be reasonably acceptable to the Control Party) and shall deliver to such third-party service provider for recordation promptly within five (5) Business Days of the occurrence of such Mortgage Recordation Event all such Mortgages (including each Assignment of Rents included therein) with each applicable Governmental Authority with respect to each such Mortgage (including each Assignment of Rents included therein) and (ii) pay all Mortgage Filing Fees in connection with such recordation. The Trustee shall be reimbursed by the Co-Issuers for any and all costs and expenses incurred in connection with such recordation, including all Mortgage Filing Fees, pursuant to and in accordance with the Priority of Payments. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, the Co-Issuers’ right, title and interest in and to each Owned Property, each Partner Drive-In Master Lease and each New Franchise Drive-In Lease, and the Proceeds thereof.

(d) The parties hereto agree and acknowledge that a portion of the Collateral relating to certificated Equity Interests, instruments and the Mortgages (and the Assignments of Rent included therein) may be held by a custodian on behalf of the Trustee.

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Section 3.2 Certain Rights and Obligations of the Co-Issuers Unaffected.

(a) Notwithstanding the grant of the security interest in the Indenture Collateral hereunder to the Trustee, on behalf of the Secured Parties, the Co-Issuers acknowledge that the Servicer, on behalf of the Securitization Entities, including, without limitation, the IP Holder, shall, subject to the terms and conditions of the Servicing Agreement, nevertheless have the right, subject to the Trustee’s right to revoke such right in the event of the occurrence of an Event of Default, (i) to give, in accordance with the Servicing Standard, all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required or permitted to be given by or on behalf of such Securitization Entities in the ordinary course of business under the Collateral Documents, and to enforce all rights, remedies, powers, privileges and claims of each Co-Issuer under the Collateral Documents and (ii) to give, in accordance with the Servicing Standard, all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given in the ordinary course of business by any Co-Issuer under any IP License Agreement to which such Co-Issuer is a party.

(b) The grant of the security interest by the Co-Issuers in the Indenture Collateral to the Trustee on behalf of the Secured Parties shall not (i) relieve any Co-Issuer from the performance of any term, covenant, condition or agreement on such Co-Issuer’s part to be performed or observed under or in connection with any of the Collateral Documents or (ii) impose any obligation on the Trustee or any of the Secured Parties to perform or observe any such term, covenant, condition or agreement on such Co-Issuer’s part to be so performed or observed or impose any liability on the Trustee or any of the Secured Parties for any act or omission on the part of such Co-Issuer or from any breach of any representation or warranty on the part of such Co-Issuer.

Section 3.3 Performance of Collateral Documents.

Upon the occurrence of a default or breach (a) by any Sonic Entity (other than any Co-Issuer) party to a Collateral Transaction Document or (b) by any Person (other than any Sonic Entity) party to a Collateral Franchise Document (only if a Servicer Termination Event or an Event of Default has occurred and is continuing) promptly following a request from the Trustee to do so and at the Co-Issuers’ expense, the Co-Issuers agree to take all such lawful action as permitted under this Base Indenture as the Trustee (acting at the direction of the Control Party) may reasonably request to compel or secure the performance and observance by such Person of its obligations to the Co-Issuers, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Co-Issuers to the extent and in the manner directed by the Trustee (acting at the direction of the Control Party), including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by such Person of its obligations thereunder. If (i) the Co-Issuers shall have failed, within fifteen (15) days of receiving the direction of the Trustee to take action to accomplish such directions of the Trustee, (ii) the Co-Issuers refuse to take any such action, as reasonably determined by the Trustee in good faith, or (iii) the Control Party reasonably determines that such action must be taken immediately, in any

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such case the Control Party may, but shall not be obligated to, take, and the Trustee shall take (if so directed by the Control Party), at the expense of the Co-Issuers, such previously directed action and any related action permitted under this Base Indenture which the Control Party thereafter determines is appropriate (without the need under this provision or any other provision under this Base Indenture to direct the Co-Issuers to take such action), on behalf of the Co-Issuers and the Secured Parties.

Section 3.4 Stamp, Other Similar Taxes and Filing Fees.

The Co-Issuers shall jointly and severally indemnify and hold harmless the Trustee and each Secured Party from any present or future claim for liability for any stamp, documentary or other similar tax and any penalties or interest and expenses with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture, any other Related Document or any Indenture Collateral. The Co-Issuers shall pay, and jointly and severally indemnify and hold harmless each Secured Party against, any and all amounts in respect of, all search, filing, recording and registration fees, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture or any other Related Document.

Section 3.5 Authorization to File Financing Statements.

The Co-Issuers hereby irrevocably authorize the Secured Parties at any time and from time to time to file or record in any filing office in the United States, any state thereof and any Designated Foreign Country financing statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Franchise IP, to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” of each such Co-Issuer or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC, including, without limitation, any and all Franchise IP. The Co-Issuers agree to furnish any information necessary to accomplish the foregoing promptly upon the Trustee’s request. The Co-Issuers also hereby ratify and authorize the filing on behalf of the Secured Parties of any financing statement with respect to the Indenture Collateral made prior to the date hereof.

ARTICLE IV

REPORTS

Section 4.1 Reports and Instructions to Trustee.

(a) Interim Servicer’s Certificate. By 2:30 p.m. (New York City time) on the Business Day prior to each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall furnish, or cause to be furnished, to the Trustee, the Rating Agencies and each Insurer a certificate substantially in the form of Exhibit A (each a “Interim Servicer’s Certificate”);

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(b) Monthly Servicer’s Certificate. On or before the third Business Day prior to each Payment Date, the Master Issuer and SRI Real Estate Holdco shall furnish, or cause to be furnished, to the Trustee, each Insurer, the Rating Agencies and the Paying Agent a certificate substantially in the form of Exhibit B (each a “Monthly Servicer’s Certificate”).

(c) Monthly Noteholders’ Statement. On or before the second Business Day prior to each Payment Date, the Master Issuer and SRI Real Estate Holdco shall furnish, or cause to be furnished, to the Trustee, the Rating Agencies and each Insurer a Monthly Noteholders’ Statement with respect to each Series of Notes substantially in the form provided in the applicable Series Supplement.

(d) Monthly Compliance Certificates. On or before the second Business Day prior to each Payment Date, the Master Issuer and SRI Real Estate Holdco shall deliver, or cause to be delivered, to the Trustee, the Rating Agencies and each Insurer an Officer’s Certificate to the effect that, except as provided in a notice delivered pursuant to Section 8.8, no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred or is continuing.

(e) Scheduled Principal Payments Deficiency Notices. On the last Interim Allocation Date with respect to any Monthly Collection Period, the Master Issuer and SRI Real Estate Holdco shall furnish, or cause to be furnished, to the Trustee, each Insurer and the Rating Agencies written notice of any Scheduled Principal Payments Deficiency Event with respect to any Class or Series of Notes that occurred with respect to such Monthly Collection Period (any such notice, a “Scheduled Principal Payments Deficiency Notice”).

(f) Annual Accountants’ Reports. As soon as available to the Master Issuer and SRI Real Estate Holdco pursuant to Section 3.3 of the Servicing Agreement, the Master Issuer and SRI Real Estate Holdco shall furnish, or cause to be furnished, to the Trustee, the Rating Agencies and each Insurer the reports of the Independent Accountants required to be delivered to the Master Issuer and SRI Real Estate Holdco by the Servicer thereunder.

(g) Master Issuer and Franchisor Financial Statements. The Master Issuer shall furnish, or cause to be furnished, to the Trustee, each Insurer and the Rating Agencies with respect to each Series of Notes Outstanding the following financial statements:

(i) as soon as available and in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year, unaudited consolidated and combined balance sheets of the Master Issuer as of the end of such quarter and unaudited consolidated and combined statements of income, changes in member’s equity and cash flows of the Master Issuer for such quarter

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and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter; provided that the financial statements of the Master Issuer referred to in this clause (i) shall treat SRI Real Estate Holdco and SRI Real Estate Assets Holder as combined entities of the Master Issuer; and

(ii) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year, audited consolidated and combined balance sheets of each of the Master Issuer and the Franchisor as of the end of such fiscal year and audited consolidated and combined statements of income, changes in member’s equity and cash flows of each of the Master Issuer and the Franchisor for such fiscal year, setting forth in comparative form the figures for the previous fiscal year prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Accountants stating that such audited financial statements present fairly, in all material respects, the financial position of the companies being reported on and their results of operations and have been prepared in accordance with GAAP; provided that the financial statements of the Master Issuer referred to in this clause (ii) shall treat SRI Real Estate Holdco and SRI Real Estate Assets Holder as combined entities of the Master Issuer;

(h) Holdco Financial Statements. The Master Issuer and SRI Real Estate Holdco shall furnish to the Trustee, each Insurer and the Rating Agencies with respect to each Series of Notes Outstanding the following financial statements:

(i) as soon as available and in any event not later than the date required to be filed with the Securities and Exchange Commission pursuant to the Exchange Act with respect to each of the first three quarters of each fiscal year, an unaudited consolidated balance sheet of Holdco as of the end of each of the first three quarters of each fiscal year and unaudited consolidated statements of income, changes in shareholders’ equity and cash flows of Holdco for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter; and

(ii) as soon as available and in any event not later than the date required to be filed with the Securities and Exchange Commission pursuant to the Exchange Act with respect to each fiscal year, an audited consolidated balance sheet of Holdco as of the end of each fiscal year and audited consolidated statements of income, changes in shareholders’ equity and cash flows of Holdco for such fiscal year, setting forth in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP and accompanied by an opinion thereon of independent public accountants of recognized national standing stating such audited consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported on and their results of operations and have been prepared in accordance with GAAP.

(i) Additional Information. The Master Issuer and SRI Real Estate Holdco will furnish, or cause to be furnished, from time to time such additional information regarding the financial position, results of operations or business of Holdco, SISI, SRI or any other Sonic Entity as the Trustee or any Insurer may reasonably request.

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(j) Instructions as to Withdrawals and Payments. The Master Issuer and SRI Real Estate Holdco will furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable, written instructions to make withdrawals and payments from the Collection Account and any other Base Indenture Account or Series Account and to make drawings under any Enhancement, as contemplated herein and in any Series Supplement. The Trustee and the Paying Agent shall promptly follow any such written instructions.

(k) Sonic Systemwide Sales Calculation Date Report. If on any Payment Date, Sonic Systemwide Sales, as calculated on such Payment Date, are less than $2,887,500,000, the Master Issuer and SRI Real Estate Holdco shall furnish, or cause to be furnished, to the Trustee, each Insurer and the Rating Agencies, on the Sonic Systemwide Sales Calculation Date immediately following such Payment Date, a report setting forth Sonic Systemwide Sales as calculated on such Sonic Systemwide Sales Calculation Date (each a “Sonic Systemwide Sales Calculation Date Report”).

Section 4.2 Annual Noteholders’ Tax Statement.

Unless otherwise specified in the applicable Series Supplement, on or before January 31 of each calendar year, beginning with calendar year 2007, the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was a Noteholder a statement prepared by the Master Issuer and SRI Real Estate Holdco containing the information which is required to be contained in the Monthly Noteholders’ Statements with respect to each Series of Notes aggregated for such calendar year or the applicable portion thereof during which such Person was a Noteholder, together with such other customary information (consistent with the treatment of the Notes as indebtedness) as the Master Issuer and SRI Real Estate Holdco deem necessary or desirable to enable the Noteholders to prepare their tax returns (each such statement, an “Annual Noteholders’ Tax Statement”). Such obligations of the Master Issuer and SRI Real Estate Holdco to prepare and the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of applicable tax law as from time to time in effect.

Section 4.3 Rule 144A Information.

For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Co-Issuers agree to provide to any Noteholder or Note Owner and to any prospective purchaser of Notes designated by such Noteholder or Note Owner upon the request of such Noteholder or Note Owner or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act.

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Section 4.4 Reports, Financial Statements and Other Information to Noteholders.

The Trustee will make the Monthly Servicer’s Reports and the Monthly Noteholders’ Statements available each month and any Sonic Systemwide Sales Calculation Date Report available promptly upon receipt thereof to Noteholders, Note Owners, the Insurers and the Rating Agencies via the Trustee’s internet website at www.sf.citidirect.com. Assistance in using such website can be obtained by calling the Trustee’s customer service desk at (800) 422-2066; provided, however, that as a condition to access to the Trustee’s website, the Trustee shall require each Noteholder or Note Owner accessing its website to register as a Noteholder or Note Owner, as the case may be, and to make a confirmation in form and content similar to Exhibit E; provided further that no prospective purchaser shall have access to the aforementioned information posted on the Trustee’s website. The Trustee shall have the right to change the way such statements are electronically distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. In addition, at the written request of any Noteholder, any Note Owner or any prospective purchaser of Notes designated by a Noteholder or Note Owner, the Trustee shall send hard copies to such Noteholder, Note Owner or prospective purchaser of any of the Related Documents (other than any Insurer Fee Letter) or any of the following documents received by the Trustee under the Indenture: Monthly Servicer’s Certificates, Monthly Noteholders’ Statements, Officer’s Certificates required to be furnished to the Trustee pursuant to Section 4.1, reports of the Independent Accountants furnished to the Trustee pursuant to the Servicing Agreement and financial statements required to be furnished to the Trustee pursuant to Section 4.1; provided, however, that (i) prior to furnishing any such reports or certificates to any Noteholder or Note Owner, the Trustee shall receive from such Noteholder or Note Owner a confirmation, substantially in the form of Exhibit E, executed by such Noteholder or Note Owner to the effect that, in the case of a Note Owner, such Person is a beneficial holder of Notes and, in each case, such Person is requesting the information solely for use in evaluating such Person’s investment in Notes and will otherwise keep such information confidential and (ii) prior to furnishing any such reports or certificates to any prospective purchaser of Notes designated by a Noteholder or Note Owner, the Trustee shall receive from such prospective purchaser of Notes a confirmation, substantially in the form of Exhibit E, executed by such prospective purchaser to the effect that such Person is a prospective transferee of Notes, is requesting the information solely for use in evaluating a possible investment in Notes and will otherwise keep such information confidential.

Section 4.5 Servicer.

Pursuant to the Servicing Agreement, the Servicer has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer, SRI Real Estate Holdco and the other Co-Issuers. The Noteholders by their acceptance of the Notes consent to the provision of such reports and notices to the Trustee by the Servicer in lieu of the Master Issuer, SRI Real Estate Holdco or any other Co-Issuer. Any such

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reports and notices that are required to be delivered to the Noteholders hereunder shall be delivered by the Trustee. The Trustee shall have no obligation whatsoever to verify, reconfirm or recalculate any information or material contained in any of the reports, financial statements or other information delivered to it pursuant to this Article IV or the Servicing Agreement. All distributions, allocations, remittances and payments to be made by the Trustee or the Paying Agent hereunder or under any Supplement or Variable Funding Note Purchase Agreement shall be made based solely upon the most recently delivered written reports and instructions provided to the Trustee or Paying Agent, as the case may be, by the Servicer.

ARTICLE V

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1 Lock-Box Account.

(a) Establishment of the Lock-Box Account. On or prior to the Initial Closing Date, SISI shall transfer title of the Lock-Box Account (including any Lock-Box related thereto) to the Master Issuer, which account, as of the Initial Closing Date and at all times thereafter, shall be (i) jointly owned by the Master Issuer and SRI Real Estate Holdco, (ii) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (iii) subject to an Account Control Agreement; provided that only the Qualified Institution holding such Lock-Box shall have access to items deposited therein. The Lock-Box Account shall be an Eligible Account. If the Lock-Box Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that such Lock-Box Account is no longer an Eligible Account, notify the Control Party and establish a new Lock-Box Account that is an Eligible Account and that is pledged to the Trustee for the benefit of the Secured Parties and subject to an Account Control Agreement. If a new Lock-Box Account is established, the Master Issuer and SRI Real Estate Holdco shall transfer all cash and investments from the non-qualifying Lock-Box Account into the new Lock-Box Account and shall transfer all items deposited in the Lock-Box related to the non-qualifying Lock-Box Account to a new Lock-Box related to the new Lock-Box Account.

(b) Administration of the Lock-Box Account. All amounts held in the Lock-Box Account shall be invested in Permitted Investments at the written direction of the Master Issuer and SRI Real Estate Holdco; provided, however, that any such investment in the Lock-Box Account shall mature not later than the date on which such amount is required to be transferred to the Concentration Account as set forth in Section 5.9. In the absence of written investment instructions hereunder, funds on deposit in the Lock-Box Account shall remain uninvested. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Lock-Box Account. All interest and earnings (net of losses and investment expenses), if any, paid on funds on deposit in the Lock-Box Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.9.

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Section 5.2 Concentration Account.

(a) Establishment of the Concentration Account. On or prior to the Initial Closing Date, the Master Issuer and SRI Real Estate Holdco shall jointly establish and maintain the Concentration Account, which such account, as of the Initial Closing Date and at all times thereafter, shall be (i) jointly owned by the Master Issuer and SRI Real Estate Holdco, (ii) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (iii) shall be subject to an Account Control Agreement. The Concentration Account shall be an Eligible Account. If the Concentration Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that such Concentration Account is no longer an Eligible Account, notify the Control Party and establish a new Concentration Account that is an Eligible Account and that is pledged to the Trustee for the benefit of the Secured Parties and subject to an Account Control Agreement. If a new Concentration Account is established, the Master Issuer and SRI Real Estate Holdco shall transfer all cash and investments from the non-qualifying Concentration Account into the new Concentration Account.

(b) Administration of the Concentration Account. All amounts held in the Concentration Account shall be invested in Permitted Investments at the written direction of the Master Issuer and SRI Real Estate Holdco; provided, however, that any such investment in the Concentration Account shall mature not later than the date on which such amount is required to be transferred to the Collection Account as set forth in Section 5.9. In the absence of written investment instructions hereunder, funds on deposit in the Concentration Account shall remain uninvested. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Concentration Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Concentration Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.9.

Section 5.3 Senior Notes Interest Reserve Account.

(a) Establishment of the Senior Notes Interest Reserve Account. On or prior to the Initial Closing Date, the Master Issuer and SRI Real Estate Holdco shall jointly establish and maintain an account in the name of the Trustee for the benefit of the Senior Noteholders, the Trustee, solely in its capacity as trustee for the Senior Noteholders, and the Insurers, bearing a designation clearly indicating that the funds deposited therein (other than reserves for Insurer Premiums, which shall be held solely for the benefit of the Insurers as Secured Parties) are held for the benefit of the foregoing Secured Parties (the “Senior Notes Interest Reserve Account”). The Senior Notes

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Interest Reserve Account shall be an Eligible Account. If the Senior Notes Interest Reserve Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Senior Notes Interest Reserve Account is no longer an Eligible Account, notify the Control Party and establish a new Senior Notes Interest Reserve Account that is an Eligible Account. If a new Senior Notes Interest Reserve Account is established the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Senior Notes Interest Reserve Account into the new Senior Notes Interest Reserve Account. Initially, the Senior Notes Interest Reserve Account will be established with the Trustee.

(b) Administration of the Senior Notes Interest Reserve Account. All amounts held in the Senior Notes Interest Reserve Account shall be invested in Permitted Investments at the written direction of the Master Issuer and SRI Real Estate Holdco; provided, however, that any such investment in the Senior Notes Interest Reserve Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Senior Notes Interest Reserve Account shall remain uninvested. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Senior Notes Interest Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Senior Notes Interest Reserve Account shall be deemed to be Investment Income on deposit for application to amounts required to be on deposit in the Senior Notes Interest Reserve Account or for distribution to the Collection Account in accordance with Section 5.9.

Section 5.4 Cash Trap Reserve Account.

(a) Establishment of the Cash Trap Reserve Account. On or prior to the Initial Closing Date, the Master Issuer and SRI Real Estate Holdco shall jointly establish and maintain an account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Cash Trap Reserve Account”). The Cash Trap Reserve Account shall be an Eligible Account. If the Cash Trap Reserve Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Cash Trap Reserve Account is no longer an Eligible Account, notify the Control Party and establish a new Cash Trap Reserve Account that is an Eligible Account. If a new Cash Trap Reserve Account is established the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Cash Trap Reserve Account into the new Cash Trap Reserve Account. Initially, the Cash Trap Reserve Account will be established with the Trustee.

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(b) Administration of the Cash Trap Reserve Account. All amounts held in the Cash Trap Reserve Account shall be invested in Permitted Investments at the written direction of the Master Issuer and SRI Real Estate Holdco; provided, however, that any such investment in the Cash Trap Reserve Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Cash Trap Reserve Account shall remain uninvested. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Cash Trap Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Cash Trap Reserve Account shall be deemed to be Investment Income on deposit for application to amounts required to be on deposit in the Cash Trap Reserve Account or for distribution to the Collection Account in accordance with Section 5.9.

Section 5.5 Collection Account.

(a) Establishment of Collection Account. On or prior to the Initial Closing Date, the Master Issuer and SRI Real Estate Holdco shall jointly establish and maintain the Collection Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties. The Collection Account shall be an Eligible Account. If the Collection Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Collection Account is no longer an Eligible Account, notify the Control Party and establish a new Collection Account that is an Eligible Account. If a new Collection Account is established the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Collection Account into the new Collection Account. Initially, the Collection Account will be established with the Trustee.

(b) Administration of the Collection Account. All amounts held in the Collection Account shall be invested in Permitted Investments at the written direction of the Master Issuer and SRI Real Estate Holdco; provided, however, that any such investment in the Collection Account shall mature not later than the Business Day prior to the next succeeding Interim Allocation Date. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account shall remain uninvested. Neither the Master Issuer nor SRI Real Estate Holder shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from Collection Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account shall be deemed to be Investment Income on deposit for distribution in accordance with Section 5.10.

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Section 5.6 Collection Account Administrative Accounts.

(a) Establishment of Collection Account Administrative Accounts. The Master Issuer and SRI Real Estate Holdco shall jointly establish and maintain eight administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, for the benefit of the Secured Parties bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):

(i) an account for the deposit of Senior Notes Monthly Insured Interest (the “Senior Notes Interest Account”);

(ii) an account for the deposit of Subordinated Notes Monthly Interest (the “Subordinated Notes Interest Account”);

(iii) an account for the deposit of Insurer Premiums (the “Insurer Premiums Account”);

(iv) an account for the deposit of the Class A-1 Senior Notes Monthly Commitment Fees (the “Class A-1 Senior Notes Commitment Fees Account”)

(v) an account for the deposit of Indemnification Payments, Senior Notes Scheduled Principal Payments, Senior Notes Principal Deficiency Amounts or any other principal payments with respect to the Senior Notes (the “Senior Notes Principal Payments Account”);

(vi) an account for the deposit of Indemnification Payments, Subordinated Notes Scheduled Principal Payments or any other principal payments with respect to the Subordinated Notes (the “Subordinated Notes Principal Payments Account”);

(vii) an account for the deposit of Senior Notes Monthly Post-ARD Contingent Uninsured Interest and Class A-1 Senior Notes Monthly Uninsured Interest (the “Senior Notes Uninsured Interest Account”); and

(viii) an account for the deposit of the Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest Amount (the “Subordinated Notes Uninsured Interest Account”);

provided that if any Collection Account Administration Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that such Collection Account Administration Account is no longer an Eligible Account, notify the Control Party and establish a new Collection Account Administration Account that is an Eligible Account to replace such non-qualifying Collection Account Administration Account. If such new Collection Account Administration Account is established, the Master Issuer and SRI Real Estate Holdco shall transfer all cash and investments from the non-qualifying Collection Account Administration Account into the new Collection Account Administration Account.

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(b) Administration of the Collection Account Administrative Accounts. All amounts held in the Collection Account Administrative Accounts shall be invested in Permitted Investments at the written direction of the Master Issuer and SRI Real Estate Holdco; provided, however, that any such investment in the Collection Account Administrative Accounts shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account Administrative Accounts shall remain uninvested. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Collection Account Administrative Accounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account Administrative Accounts shall be deposited therein and shall be deemed to be Investment Income on deposit for distribution in accordance with Section 5.10.

Section 5.7 Trustee as Securities Intermediary.

(a) The Trustee or other Person holding any Base Indenture Account held in the name of the Trustee for the benefit of the Secured Parties (collectively the “Indenture Trustee Accounts”) shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Indenture Trustee Account is not the Trustee, the Master Issuer and SRI Real Estate Holdco shall obtain the express agreement of such other Person to the obligations of the Securities Intermediary set forth in this Section 5.7.

(b) The Securities Intermediary agrees that:

(i) The Indenture Trustee Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will or may be credited;

(ii) The Indenture Trustee Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii) All securities or other property (other than cash) underlying any Financial Assets credited to any Indenture Trustee Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary

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and in no case will any Financial Asset credited to any Indenture Trustee Account be registered in the name of the Master Issuer and/or SRI Real Estate Holdco, payable to the order of the Master Issuer and SRI Real Estate Holdco or specially indorsed to the Master Issuer and SRI Real Estate HoldCo;

(iv) All property delivered to the Securities Intermediary pursuant to this Base Indenture will be promptly credited to the appropriate Indenture Trustee Account;

(v) Each item of property (whether investment property, security, instrument or cash) credited to an Indenture Trustee Account shall be treated as a Financial Asset under Article 8 of the New York UCC;

(vi) If at any time the Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Indenture Trustee Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, SRI Real Estate Holdco or any other Securitization Entity or any other Person;

(vii) The Indenture Trustee Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of all applicable UCCs, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Indenture Trustee Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(viii) The Securities Intermediary has not entered into, and until termination of this Base Indenture, will not enter into, any agreement with any other Person relating to the Indenture Trustee Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Base Indenture will not enter into, any agreement with the Master Issuer or SRI Real Estate Holdco purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.7(b)(vi); and

(ix) Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Indenture Trustee Accounts, neither the Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest, in the Indenture Trustee Accounts or in any Financial Asset credited thereto. If

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the Securities Intermediary or, in the case of the Trustee, a Trust Officer has actual knowledge of the assertion by any other person of any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Indenture Trustee Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Control Party and the Master Issuer and SRI Real Estate Holdco thereof.

(c) At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Indenture Trustee Accounts and in all proceeds thereof, and (acting at the direction of the Control Party) shall be the only Person authorized to originate entitlement orders in respect of the Indenture Trustee Accounts, provided, however, that at all other times the Master Issuer and SRI Real Estate Holdco shall, subject to the terms of the Indenture, jointly be authorized to instruct the Trustee to originate entitlement orders in respect of the Indenture Trustee Accounts.

Section 5.8 Establishment of Series Accounts.

To the extent specified in the Series Supplement with respect to any Series of Notes, the Trustee may establish and maintain one or more Series Accounts and/or administrative accounts of any such Series Account in accordance with the terms of such Series Supplement.

Section 5.9 Collections and Investment Income.

(a) Collections in General. Until the Indenture is terminated pursuant to Section 11.1, the Master Issuer shall cause all Collections due and to become due to the Master Issuer, SRI Real Estate Holdco, any other Securitization Entity or the Trustee, as the case may be, to be deposited in the following manner:

(i) all amounts due under or in connection with the Franchise Arrangements and the New Franchise Drive-In Leases, which have been paid by the Franchisee (other than a Sonic Partnership) party thereto by ACH or electronic funds transfer from a bank account of such Franchisee, shall be paid directly into either the Concentration Account or, solely with respect to payments comprised only of Excluded Amounts, into a Securitization Entity Excluded Amounts Concentration Account from the bank account of such Franchisee;

(ii) all amounts due under or in connection with the Franchise Arrangements and the New Franchise Drive-In Leases, which have not been paid by the Franchisee (other than a Sonic Partnership) party thereto by ACH or electronic funds transfer from a bank account of such Franchisee, shall be sent, as determined by the Servicer, to either (A) the Lock-Box related to the Lock-Box Account or (B) solely with respect to payments comprised only of Excluded Amounts, into a Lock-Box related to a Securitization Entity Excluded Amounts Lock-Box Account; provided that any item received in any such Lock-Box shall be deposited for collection within two (2) Business Days of the receipt thereof;

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(iii) all amounts due under or in connection with the Sonic Sign Leases or the Existing Franchise Drive-In Leases, which have been paid by the Franchisee (other than a Sonic Partnership) party thereto, shall be paid, as determined by the Servicer, directly into either the Concentration Account, an Excluded Amounts Concentration Account, the Lock-Box related to the Lock-Box Account or the Lock-Box related to an Excluded Amounts Lock-Box Account;

(iv) all amounts deposited into the Lock-Box Account pursuant to clause (ii) or (iii) above shall be withdrawn by the Servicer in accordance with the Servicing Agreement and deposited into the Concentration Account within one (1) Business Day of the deposit thereof into the Lock-Box Account;

(v) all amounts, including all Sonic Partnership Gross Sales and Sonic Sign Lease Payments, collected from any Sonic Partnership shall be paid, as determined by the Servicer, by ACH or electronic funds transfer from a bank account of such Sonic Partnership directly into the Concentration Account or an Excluded Amounts Concentration Account, as determined by the Servicer; provided that all amounts due under or in connection with any Franchise Arrangement or any Partner Drive-In Master Lease to which any such Sonic Partnership is a party and all Kansas Sonic Partnership Distributions shall be deposited in accordance with clause (ix), (x) or (xii) below, as the case may be;

(vi) all payments of amounts owing by any counterparty to a Third-Party Vendor Agreement shall be paid directly into either the Concentration Account, the Technology Fund Account, the System Marketing Fund Account or a Securitization Entity Excluded Amounts Concentration Account at the sole discretion of the Servicer in accordance with the Servicing Agreement;

(vii) all amounts deposited into the Concentration Account pursuant to clause (i) above that constitute Retained Collections shall be withdrawn by the Servicer in accordance with the Servicing Agreement and deposited into the Collection Account within two (2) Business Days of the deposit thereof into Concentration Account;

(viii) upon receipt by the Servicer of the Monthly P/L Statement from the Franchisee who deposited any amounts pursuant to clause (ii) above, any portion of such amounts that have been deposited into the Concentration Account pursuant to clause (iv) above that constitute Retained Collections shall be withdrawn by the Servicer in accordance with the Servicing Agreement and deposited into the Collection Account within three (3) Business Days of the receipt of such Monthly P/L Statement;

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(ix) all amounts due under or in connection with the Franchise Arrangements or the Partner Drive-In Master Leases, which are owed by the Sonic Partnership party thereto and constitute Retained Collections shall be deposited directly by the Servicer in accordance with the Servicing Agreement into the Collection Account when due whether from the Concentration Account, an Excluded Amounts Concentration Account or otherwise;

(x) all Kansas Sonic Partnership Distributions, which are made by any Kansas Sonic Partnership shall be deposited directly by the Servicer in accordance with the Servicing Agreement into the Collection Account when distributed in accordance with and pursuant to the Kansas Sonic Partnership Agreements whether from the Concentration Account, an Excluded Amounts Concentration Account or otherwise;

(xi) all amounts deposited into the Concentration Account that constitute Advertising Fees, Advertising Co-Op Fees, Technology Fees or System Marketing Fees shall be withdrawn and transferred by the Servicer into the Advertising Fund Account, the applicable Cooperative Advertising Fund Account, the Technology Fund Account or the System Marketing Fund Account, as the case may be, in accordance with the Servicing Agreement;

(xii) all Advertising Fees, Advertising Co-Op Fees, Technology Fees, or System Marketing Fees owed by any Sonic Partnership shall be deposited when due into the Advertising Fund Account, the applicable Cooperative Advertising Fund Account, the Technology Fund Account or the System Marketing Fund Account, as the case may be, in accordance with the Servicing Agreement;

(xiii) all amounts deposited into the Concentration Account that constitute Excluded Amounts (other than the Excluded Amounts set forth in clause (xi) or (xii) above) shall be withdrawn and transferred by the Servicer, in its sole discretion, in accordance with the Servicing Agreement;

(xiv) all distributions, including any Free Cash Flow and any IP Holder License Revenue, to the Master Issuer or SRI Real Estate Holdco, as the case may be, from any Securitization Entity shall be deposited into the Collection Account upon receipt thereof; provided that all IP Holder License Revenues on deposit in any Securitization Entity Operating Account shall be withdrawn therefrom and transferred by the Servicer, in accordance with the Charter Documents of each applicable Securitization Entity, to the Collection Account on the Business Day immediately prior to each Interim Allocation Date; and

(xv) all Retained Collections from any other source shall be deposited into the Collection Account within two (2) Business Days of receipt thereof by the Master Issuer, SRI Real Estate Holdco or the Servicer, as the case may be.

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(b) Investment Income. On the Business Day immediately prior to each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco, in their sole discretion, shall, or shall cause the Servicer to, instruct the Trustee to transfer any Investment Income on deposit in the Senior Notes Interest Reserve Account, the Cash Trap Reserve Account or the Collection Account Administrative Accounts to the Collection Account.

(c) IP License Fees. On the Business Day immediately prior to each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall, or shall cause the Servicer to, instruct the Trustee to transfer all IP License Fees owed by any Securitization Entity to the IP Holder from the Collection Account to the IP Holder Operating Account or any other Securitization Entity Operating Account.

(d) Instructions to Franchisees. In accordance with and subject to the terms of the Servicing Agreement, the Master Issuer and SRI Real Estate Holdco shall cause the Servicer to instruct each Franchisee (including each Sonic Partnership) obligated at any time to make any payment that constitutes Retained Collections pursuant to any Franchise Arrangement, any Partner Drive-In Master Lease or any New Franchise Drive-In Lease to the Lock-Box Account, the Concentration Account or the Collection Account unless the Servicer has previously so instructed any such Franchisee.

(e) Misdirected Collections. The Co-Issuers agree that if any Retained Collections shall be received by any Co-Issuer or any other Securitization Entity in an account other than the Lock-Box Account, the Concentration Account or the Collection Account or in any other manner, such monies, instruments, cash and other proceeds will not be commingled by such Co-Issuer or such other Securitization Entity with any of their other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by such Co-Issuer or such other Securitization Entity for, and, within one (1) Business Day of the identification of such payment, paid over to, the Trustee, with any necessary endorsement. The Trustee shall withdraw from the Collection Account any monies on deposit therein that the Servicer certifies to it and the Control Party are not Retained Collections and pay such amounts to or at the direction of the Servicer. All monies, instruments, cash and other proceeds received by the Trustee pursuant to the Indenture shall be immediately deposited in the Collection Account and shall be applied as provided in this Article V.

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Section 5.10 Application of Interim Collections on Interim Allocation Dates. On each Interim Allocation Date with respect to a Monthly Collection Period unless the Master Issuer and SRI Real Estate Holdco shall have failed to deliver on such Interim Allocation Date the Interim Servicer’s Certificate relating to such Interim Allocation Date in which case the application of Interim Collections relating to such Interim Allocation Date shall occur on the Business Day subsequent to the day on which such Interim Servicer’s Certificate is delivered, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw or allocate the funds, including any Investment Income available thereon, on deposit in the Collection Account on such Interim Allocation Date as follows:

(i) first, to allocate to the Senior Notes Principal Payments Account or, if no Senior Notes are Outstanding and no amounts are due but unpaid to any Insurer on such Interim Allocation Date, to the Subordinated Notes Principal Payments Account, any funds on deposit in the Collection Account on such Interim Allocation Date consisting of Indemnification Payments;

(ii) second, to pay to the Servicer an amount equal to the Interim Servicing Fee for such Interim Allocation Date;

(iii) third, to pay (or retain to the extent payable to the Trustee) (A) to the Master Issuer and SRI Real Estate Holdco pro rata based on the Securitization Operating Expenses attributable to the Master Issuer Entities and the SRI Real Estate Entities on such Interim Allocation Date for payment of the Capped Securitization Operating Expenses Amount for such Interim Allocation Date pro rata based on the amount of each type of Securitization Operating Expense payable on such Interim Allocation Date pursuant to this clause (iii) and (B) so long as an Event of Default has occurred and is continuing, to the Trustee for payment of the Post-Default Capped Trustee Expenses Amount for such Interim Allocation Date;

(iv) fourth, to allocate to the Senior Notes Interest Account, the Senior Notes Accrued Monthly Insured Interest Amount for such Interim Allocation Date;

(v) fifth, to allocate to the Insurer Premiums Account, the Accrued Insurer Premiums Amount for such Interim Allocation Date;

(vi) sixth, to allocate to the Class A-1 Senior Notes Commitment Fees Account, the Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount for such Interim Allocation Date;

(vii) seventh, to pay to each Insurer, as applicable, the Insurer Expenses Amount, if any, for such Interim Allocation Date pro rata based on the Policy Exposure of each such Insurer as of such Interim Allocation Date;

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(viii) eighth, to pay to the each Insurer, as applicable, the Insurer Reimbursements Amount, if any, for such Interim Allocation Date pro rata based on the Policy Exposure of each such Insurer as of such Interim Allocation Date;

(ix) ninth, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Capped Class A-1 Senior Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Interim Allocation Date pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Interim Allocation Date pursuant to this clause (ix);

(x) tenth, to deposit into the Senior Notes Interest Reserve Account, an amount equal to the Senior Notes Interest Reserve Account Deficit Amount on such Interim Allocation Date with respect to each Class of Senior Notes in accordance with the applicable Series Supplement; provided, however, that no amounts, with respect to any Series of Notes, shall be deposited into the Senior Notes Interest Reserve Account pursuant to this clause (x) on any Interim Allocation Date that occurs during the Monthly Collection Period immediately preceding the Series Anticipated Repayment Date relating to such Series of Notes (so long as no Default, Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event has occurred and is continuing) or the Series Legal Final Maturity Date relating to such Series of Notes;

(xi) eleventh, to pay to the Servicer, an amount equal to the Supplemental Servicing Fee, if any, for such Interim Allocation Date;

(xii) twelfth, to allocate to the Senior Notes Principal Payments Account, an amount equal to the sum of (A) the Senior Notes Accrued Scheduled Principal Payments Amount for such Interim Allocation Date and (B) the Senior Notes Scheduled Principal Payments Deficiency Amount for such Interim Allocation Date;

(xiii) thirteenth, so long as no Rapid Amortization Period is continuing, to deposit into the Cash Trap Reserve Account, an amount equal to the Cash Trapping Amount, if any, on such Interim Allocation Date in accordance with the applicable Series Supplement;

(xiv) fourteenth, if such Interim Allocation Date occurs during a Rapid Amortization Period, to allocate to the Senior Notes Principal Payments Account, all remaining funds on deposit in the Collection Account on such Interim Allocation Date until there are no amounts due but unpaid to any Insurer and no principal amounts with respect to the Senior Notes are Outstanding;

(xv) fifteenth, to pay (or retain to the extent payable to the Trustee) to the Master Issuer and SRI Real Estate Holdco pro rata based on the

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Securitization Operating Expenses attributable to the Master Issuer Entities and the SRI Real Estate Entities on such Interim Allocation Date for payment of the Excess Securitization Operating Expenses Amount for such Interim Allocation Date pro rata based on the amount of each type of Securitization Entity Operating Expense payable on such Interim Allocation Date pursuant to this clause (xv);

(xvi) sixteenth, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Senior Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Interim Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Interim Allocation Date pursuant to this clause (xvi);

(xvii) seventeenth, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Senior Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Interim Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Interim Allocation Date pursuant to this clause (xvii);

(xviii) eighteenth, to allocate to the Subordinated Notes Interest Account, the Subordinated Notes Accrued Monthly Interest Amount for such Interim Allocation Date;

(xix) nineteenth, if such Interim Allocation Date occurs during a Rapid Amortization Period and no amounts are due but unpaid to any Insurer, to allocate to the Subordinated Notes Principal Payments Account, all remaining funds on deposit in the Collection Account on such Interim Allocation Date;

(xx) twentieth, if there are no Senior Notes Outstanding and no amounts are due but unpaid to any Insurer, to allocate to the Subordinated Notes Principal Payments Account, the Subordinated Notes Accrued Scheduled Principal Payments Amount, if any, for such Interim Allocation Date;

(xxi) twenty-first, to allocate to the Senior Notes Uninsured Interest Account, (A) the Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount and (B) the Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount for such Interim Allocation Date;

(xxii) twenty-second, to allocate to the Subordinated Notes Uninsured Interest Account, the Subordinated Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount for such Interim Allocation Date;

(xxiii) twenty-third, to pay, as directed by the Servicer in accordance with the Servicing Agreement, the Environmental Remediation Expenses Amount, if any, for such Interim Allocation Date; and

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(xxiv) twenty-fourth, to pay to, or at the written direction of, the Master Issuer and SRI Real Estate Holdco pro rata based on the amount of Retained Collections for such Interim Allocation Date attributable to the Master Issuer Entities and the SRI Real Estate Entities, respectively, the Residual Amount for such Interim Allocation Date.

Section 5.11 Payment Date Applications.

(a) Senior Notes Interest Account. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date: (i) the funds allocated to the Senior Notes Interest Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period (or, to the extent necessary to cover any Class A-1 Senior Notes Insured Interest Adjustment Amount, the then-current Monthly Collection Period) to be paid to the Senior Notes from the Collection Account, up to the amount of Senior Notes Monthly Insured Interest accrued and unpaid with respect to the Senior Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of Senior Notes Monthly Insured Interest payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts, and (ii) if the amount of funds allocated to the Senior Notes Interest Account pursuant to the immediately preceding clause (i) is less than the Senior Notes Aggregate Monthly Insured Interest for the Interest Period with respect to each Class of Senior Notes ending most recently prior to such Payment Date, as applicable, an amount equal to the lesser of such insufficiency and the Senior Notes Available Reserve Account Amount from first, the Senior Notes Interest Reserve Account and second, the Cash Trap Reserve Account to be paid to the Senior Notes up to the amount of Senior Notes Monthly Insured Interest accrued and unpaid with respect to the Senior Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of Senior Notes Monthly Insured Interest payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(b) Senior Notes Insured Interest Shortfall Amount. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall determine the excess, if any (the “Senior Notes Insured Interest Shortfall Amount”), of (i) Senior Notes Aggregate Monthly Insured Interest for the Interest Period for each Class of Senior Notes ending most recently prior to the next succeeding Payment Date over (ii) the amount that will be available to make payments on the Senior Notes in accordance with Section 5.11(a) on such Payment Date. If the Senior Notes Insured Interest Shortfall Amount with respect to any Payment Date is greater than zero, the payment of the Senior Notes Aggregate Monthly Insured Interest as reduced by the Senior Notes Insured Interest Shortfall Amount to be distributed on such Payment Date to the Senior Notes will be paid to the Senior Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of Senior Notes Monthly Insured Interest payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Senior Notes Insured Interest Shortfall Amount.

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An additional amount of interest (“Additional Senior Notes Insured Interest Shortfall Interest”) shall accrue on the Senior Notes Insured Interest Shortfall Amount for each subsequent Interest Period at the applicable Note Rate until the Senior Notes Insured Interest Shortfall Amount is paid in full.

(c) Insurer Premiums Account. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date: (i) the funds allocated to the Insurer Premiums Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period (or, to the extent necessary to cover any Class A-1 Senior Notes Insurer Premiums Adjustment Amount, the then-current Monthly Collection Period) and to pay such funds pro rata among the Insurers based upon the Policy Exposure of each such Insurer as of such Payment Date to the applicable Insurer and (ii) if the amount of funds allocated to the Insurer Premiums Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period is less than the Insurer Premiums for the Interest Period ending most recently prior to such Payment Date, an amount equal to the lesser of such insufficiency and the Senior Notes Available Reserve Account Amount (after giving effect to any payments made from the Senior Notes Interest Reserve Account, and/or the Cash Trap Reserve Account pursuant to Section 5.11(a)(ii)) from, first, the Senior Notes Interest Reserve Account and second, the Cash Trap Reserve Account, to pay such funds to the Insurers, as applicable.

(d) Class A-1 Senior Notes Commitment Fees Account. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date: (i) the funds allocated to the Class A-1 Senior Notes Commitment Fees Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period (or, to the extent necessary to cover any Class A-1 Senior Notes Commitment Fee Adjustment Amount, the then-current Monthly Collection Period) to be paid to the Class A-1 Senior Notes from the Collection Account, up to the amount of the Class A-1 Senior Notes Monthly Commitment Fees accrued and unpaid with respect to the Class A-1 Senior Notes, pro rata among each Class of Class A-1 Senior Notes based upon the amount of Class A-1 Senior Notes Monthly Commitment Fees payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts and (ii) if the amount of funds allocated to the Class A-1 Senior Notes Commitment Fees Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period is less than Class A-1 Senior Notes Aggregate Monthly Commitment Fees for the Interest Period ending most recently prior to such Payment Date, an amount equal to the lesser of such insufficiency and the Senior Notes Available Reserve Account Amount (after giving effect to any payments made from the Senior Notes Interest Reserve Account and/or the Cash Trap Reserve Account pursuant to Sections 5.11(a)(ii) or 5.11(c)(ii)) from, first, the Senior Notes Interest Reserve Account and second, the Cash Trap Reserve Account to be paid to the Class A-1 Senior Notes up to the amount of Class A-1 Senior Notes Monthly Commitment Fees accrued and unpaid with respect to the Class A-1 Senior Notes, pro rata among each Class of Class A-1 Senior Notes based upon the amount of Class A-1 Senior Notes Monthly Commitment Fees payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts.

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(e) Class A-1 Senior Notes Commitment Fees Shortfall Amount. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall determine the excess, if any (the “Class A-1 Senior Notes Commitment Fees Shortfall Amount”), of (i) Class A-1 Senior Notes Aggregate Monthly Commitment Fees for the Interest Period ending most recently prior to the next succeeding Payment Date over (ii) the amount that will be available to make payments on the Class A-1 Senior Notes in accordance with Section 5.11(d) on such Payment Date. If the Class A-1 Senior Notes Commitment Fees Shortfall Amount with respect to any Payment Date is greater than zero, the payment of the Class A-1 Senior Notes Aggregate Monthly Commitment Fees as reduced by the Class A-1 Senior Notes Commitment Fees Shortfall Amount to be distributed on such Payment Date to the Class A-1 Senior Notes will be paid to the Class A-1 Senior Notes, pro rata among each Class of Class A-1 Senior Notes based upon the amount of Class A-1 Senior Notes Monthly Commitment Fees payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Class A-1 Senior Notes Commitment Fees Shortfall Amount. An additional amount of interest (“Additional Class A-1 Senior Notes Commitment Fees Shortfall Interest”) shall accrue on the Class A-1 Senior Notes Commitment Fees Shortfall Amount for each subsequent Interest Period at the applicable Note Rate until the Class A-1 Senior Notes Commitment Fees Shortfall Amount is paid in full.

(f) Senior Notes Principal Payments Account. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date the funds allocated to the Senior Notes Principal Payments Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period (i) to be paid to each applicable Class of Senior Notes from the Collection Account up to the aggregate amount of the Senior Notes Aggregate Scheduled Principal Payments, the Senior Notes Scheduled Principal Payments Deficiency Amount and amounts distributed to such account pursuant to clause (xiv) of the Priority of Payments owed to each such Class of Senior Notes, sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Senior Notes of such Class and (ii) to be paid to each applicable Class of Senior Notes from the Collection Account up to the aggregate amount of Indemnification Payments owed to each such Class of Senior Notes in the following order: first, to Senior Notes (other than Class A-1 Senior Notes) pro rata among each such Class of Senior Notes (other than Class A-1 Senior Notes) based upon the Outstanding Principal Amount of the Senior Notes of such Class and second, to Class A-1 Senior Notes pro rata among Class A-1 Senior Notes based upon the commitment amounts of the Class A-1 Senior Notes of such Class, and deposit such funds into the applicable Series Distribution Accounts.

(g) Subordinated Notes Interest Account. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date: (i) the funds allocated to the Subordinated

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Notes Interest Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period to be paid to each Class of Subordinated Notes from the Collection Account, up to the amount of Subordinated Notes Monthly Interest accrued and unpaid with respect to each such Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of Subordinated Notes Monthly Interest payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts and (ii) if the amount of funds allocated to the Subordinated Notes Interest Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period pursuant to the immediately preceding clause (i) is less than Subordinated Notes Aggregate Monthly Interest for the Interest Period ending most recently prior to such Payment Date and no Senior Notes are Outstanding and there are no amounts due but unpaid to any Insurer, an amount equal to the lesser of such insufficiency and the Available Cash Trap Reserve Account Amount (after giving effect to any payments made from the Cash Trap Reserve Account pursuant to Sections 5.11(a)(ii), 5.11(c)(ii) and 5.11(d)(ii)) from the Cash Trap Reserve Account to be paid to each Class of Subordinated Notes up to the amount of Subordinated Notes Monthly Interest accrued and unpaid with respect to each such Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of Subordinated Notes Monthly Interest payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(h) Subordinated Notes Interest Shortfall Amount. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall determine the excess, if any (the “Subordinated Notes Interest Shortfall Amount”), of (i) Subordinated Notes Aggregate Monthly Interest for the Interest Period ending most recently prior to the next succeeding Payment Date over (ii) the amount that will be available to make payments on the Subordinated Notes in accordance with Section 5.11(g) on such Payment Date. If the Subordinated Notes Interest Shortfall Amount with respect to any Payment Date is greater than zero, payments of Subordinated Notes Aggregate Monthly Interest as reduced by the Subordinated Notes Interest Shortfall Amount to be distributed on such Payment Date to the Subordinated Notes will be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of Subordinated Notes Monthly Interest payable with respect to each such Class. An additional amount of interest (“Additional Subordinated Notes Interest Shortfall Interest”) shall accrue on the Subordinated Notes Interest Shortfall Amount for each subsequent Interest Period at the applicable Note Rate until the Subordinated Notes Interest Shortfall Amount is paid in full.

(i) Subordinated Notes Principal Payments Account. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date the funds allocated to the Subordinated Notes Principal Payments Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period (i) to be paid to each applicable Class of Subordinated Notes from the Collection Account up to the amount of

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Subordinated Notes Scheduled Principal Payments and amounts distributed to such account pursuant to clause (xix) of the Priority of Payments owed to each such Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each such Class of Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of such Class and (ii) to be paid (so long as no Senior Notes are Outstanding and there are no amounts due but unpaid to any Insurer) to each applicable Class of Subordinated Notes from the Collection Account up to the aggregate amount of Indemnification Payments owed to each such Class of Subordinated Notes, sequentially in order of alphabetical designation and pro rata among each Class of Subordinated Notes of the same alphabetical designation based upon the Outstanding Principal Amount of each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(j) Senior Notes Uninsured Interest Account. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date the funds allocated to the Senior Notes Uninsured Interest Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period to be paid to each applicable Class of Senior Notes from the Collection Account up to the amount of Senior Notes Monthly Post-ARD Contingent Uninsured Interest and Class A-1 Senior Notes Monthly Uninsured Interest distributed to such account owed to each such Class of Senior Notes, sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Notes of the same alphanumerical designation based upon the amount of Senior Notes Monthly Post-ARD Contingent Uninsured Interest and Class A-1 Senior Notes Monthly Uninsured Interest payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(k) Subordinated Notes Uninsured Interest Account. On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date the funds allocated to the Subordinated Notes Uninsured Interest Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period to be paid to each applicable Class of Subordinated Notes from the Collection Account up to the amount of Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest distributed to such account owed to each such Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each such Class of Subordinated Notes of the same alphanumerical designation based upon the amount of Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(l) Amounts on Deposit in the Senior Notes Interest Reserve Account and the Cash Trap Reserve Account.

(i) On the Accounting Date preceding any Payment Date that is a Cash Trapping Release Event Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on such Payment Date funds then on deposit in the Cash Trap Reserve Account equal to the Cash

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Trapping Release Amount and to first, deposit such funds into the Senior Notes Principal Payments Account in an amount equal to the amount of any Senior Notes Scheduled Principal Payments Deficiency that exists on such Payment Date and second, deposit such remaining funds into the Collection Account.

(ii) On the Accounting Date preceding the first Payment Date following the commencement of the Rapid Amortization Period, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on such Payment Date any funds then on deposit in the Cash Trap Reserve Account for payment to each Class of Notes Outstanding and deposit such funds into the applicable Series Distribution Accounts, sequentially in order of alphanumerical designation and pro rata among each such Class of Notes of the same alphanumerical designation based upon the Outstanding Principal Amounts of the Notes of such Class.

(iii) On the Accounting Date preceding the Final Series Anticipated Repayment Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Cash Trap Reserve Account for payment to each Class of Notes Outstanding and deposit such funds into the applicable Series Distribution Accounts, sequentially in order of alphanumerical designation and pro rata among each such Class of Notes of the same alphanumerical designation based upon the Outstanding Principal Amounts of the Notes of such Class.

(iv) If the Master Issuer and SRI Real Estate Holdco determine, with respect to any Series of Senior Notes, that the amount to be deposited in any Series Distribution Account in accordance with this Section 5.11 on any Series Legal Final Maturity Date related to such Series of Senior Notes is less than the Outstanding Principal Amount of such Series of Senior Notes, on the Accounting Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Notes Interest Reserve Account and deposit, sequentially in order of alphanumeric designation and pro rata based upon the Outstanding Principal Amount of the Senior Notes, into the applicable Series Distribution Accounts, an amount equal to the lesser of such insufficiency and the Available Senior Notes Interest Reserve Account Amount (after giving effect to any payments made from the Senior Notes Interest Reserve Account pursuant to Sections 5.11(a)(ii), 5.11(c)(ii) and 5.11(d)(ii)) on such Series Legal Final Maturity Date).

(v) On any date on which no Senior Notes are Outstanding, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Senior Notes Interest Reserve Account and to first, pay to each Insurer all Insurer Premiums, all Insurer Expenses and all Insurer Reimbursements accrued but unpaid to such Insurer and second, deposit all remaining funds into the Collection Account.

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(vi) On the Accounting Date preceding the Payment Date on which a Senior Notes Interest Reserve Step-Down Date is to occur, the Master Issuer and SRI Real Estate Holder shall instruct the Trustee in writing to withdraw on such Payment Date funds then on deposit in the Senior Notes Interest Reserve Account equal to the Senior Notes Interest Reserve Step-Down Release Amount and deposit such funds into the Collection Account.

Section 5.12 Determination of Monthly Interest.

Monthly payments of interest and fees on each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement.

Section 5.13 Determination of Monthly Principal.

Monthly payments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement.

Section 5.14 Prepayment of Principal.

Mandatory prepayments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement, if not otherwise described herein.

ARTICLE VI

DISTRIBUTIONS

Section 6.1 Distributions in General.

(a) Unless otherwise specified in the applicable Series Supplement, on each Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.

(b) Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Variable Funding Note Purchase Agreement (i) all distributions to Noteholders of all Classes within a Series of Notes will have the same priority, (ii) in the event that on any date of determination the amount available to

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make payments to the Noteholders of a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Class of Noteholders will receive its ratable share (based upon the aggregate amount due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series and (iii) in the event that on any date of determination the amount available to make payments to the Noteholders of any Class of any Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Noteholder of such Class of such Series will receive its ratable share (based upon the aggregate amount due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of such Class of such Series. For the avoidance of doubt, to the extent that the Base Indenture requires a distribution to be made in order of “alphanumerical designation” and a Class of Notes has been designated with both a letter and a number, in determining the order for such distribution, distributions shall be made with regard first to all Classes with the same letter in alphabetical order and within such Classes with regard to the number in numerical order (i.e. A-1, A-2, B-1, B-2 and not A-1, B-1, A-2, B-2).

(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Monthly Servicer’s Certificate, a Company Order or otherwise.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

The Co-Issuers hereby represent and warrant, for the benefit of the Trustee and the Noteholders, as follows as of each Series Closing Date:

Section 7.1 Existence and Power.

Each Securitization Entity (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction (including, without limitation, any Foreign Country) where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary, except to the extent that the failure to so qualify is not reasonably likely to result in a Material Adverse Effect, and (c) has all limited liability company, corporate or other powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by the Indenture and the other Related Documents.

Section 7.2 Company and Governmental Authorization.

The execution, delivery and performance by each Co-Issuer of this Base Indenture and any Series Supplement and by each Co-Issuer and each other Securitization Entity of the other Related Documents to which it is a party (a) is within such

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Securitization Entity’s limited liability company, corporate or other powers and has been duly authorized by all necessary limited liability company, corporate or other action and (b) does not contravene, or constitute a default under, any Requirements of Law with respect to such Securitization Entity or any Contractual Obligation with respect to such Securitization Entity or result in the creation or imposition of any Lien on any property of any Securitization Entity, except for Liens created by this Base Indenture or the other Related Documents. This Base Indenture and each of the other Related Documents to which each Securitization Entity is a party has been executed and delivered by a duly Authorized Officer of such Securitization Entity.

Section 7.3 No Consent.

No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by each Co-Issuer of this Base Indenture and any Series Supplement and by each Co-Issuer and each other Securitization Entity of any Related Document to which it is a party or for the performance of any of the Securitization Entities’ obligations hereunder or thereunder other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained or made by such Securitization Entity prior to the Initial Closing Date.

Section 7.4 Binding Effect.

This Base Indenture and each other Related Document to which a Securitization Entity is a party is a legal, valid and binding obligation of each such Securitization Entity enforceable against such Securitization Entity in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

Section 7.5 Litigation.

There is no action, suit, proceeding or investigation pending against or, to the knowledge of any Co-Issuer, threatened against or affecting any Securitization Entity before any court or arbitrator or any Governmental Authority that would, individually or in the aggregate, affect the validity or enforceability of this Base Indenture or any Series Supplement, materially adversely affect the performance by the Securitization Entities of their obligations hereunder or thereunder or which is reasonably likely to have a Material Adverse Effect.

Section 7.6 ERISA.

As of the Initial Closing Date, (i) no Securitization Entity or any member of the Controlled Group of any Securitization Entity has established or sponsors, maintains, contributes to or has any obligation to contribute to (or has in the past six years established, maintained, sponsored, contributed to or incurred any obligation to

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contribute to) any Plan, (ii) each “employee benefit plan” as defined in Section 3(3) of ERISA that any Securitization Entity or any member of such Securitization Entity’s Controlled Group sponsors, maintains or contributes to, or is obligated to contribute to, is in compliance with applicable provisions of ERISA, the Code and all other applicable laws, except as would not reasonably be expected to have a Material Adverse Effect and (iii) no Securitization Entity nor any member of the same Controlled Group as any Securitization Entity has any contingent liability with respect to any post-retirement welfare benefits under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA or other applicable continuation of coverage laws. As of each Series Closing Date that occurs after the Initial Closing Date, each Co-Issuer shall make the representations and warranties in the preceding sentence, provided that, to the extent that any of the Securitization Entities or any member of any Securitization Entity’s Controlled Group has established or become obligated to maintain, sponsor or contribute to any Plan, then, in lieu of the representations and warranties in clause (i) of the preceding sentence, each Co-Issuer shall represent and warrant that, during the six-year period prior to the date on which this representation is made or deemed made, with respect to such Plan, except as would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred, (b) no steps have been taken by any Securitization Entity or any member of the same Controlled Group as any Securitization Entity to terminate such Plan, and no contribution failure has occurred with respect to such Plan sufficient to give rise to a lien under Section 302(f) of ERISA or Section 412(n) of the Code, (c) no condition exists or event or transaction has occurred with respect to such Plan which might result in the incurrence by any Securitization Entity or any member of the same Controlled Group as any Securitization Entity of any liability, fine, lien or penalty under ERISA, the Code or any other applicable law, (d) no such Plan that is a Multiemployer Plan is in “reorganization” (within the meaning of Section 4241 of ERISA) or is “insolvent” (within the meaning of Section 4245 of ERISA), (e) the present value of all accrued benefits under such Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits and (f) no non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) has occurred involving such Plan.

Section 7.7 Tax Filings and Expenses.

Each Securitization Entity has filed, or caused to be filed, all federal, state and local Tax returns and all other Tax returns which, to the knowledge of any Co-Issuer, are required to be filed by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all material Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or otherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP. As of the Initial Closing Date, except as set forth on Schedule 7.7, no Co-Issuer has received in writing any proposed Tax

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assessment. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each Foreign Country and each state in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Section 7.8 Disclosure.

All certificates, reports, statements, notices, documents and other information furnished to the Trustee, the Insurers or the Noteholders by or on behalf of the Securitization Entities pursuant to any provision of the Indenture or any other Related Document, or in connection with or pursuant to any amendment or modification of, or waiver under, the Indenture or any other Related Document, are, at the time the same are so furnished, complete and correct in all material respects and give the Trustee, the Insurers or the Noteholders, as the case may be, true and accurate knowledge of the subject matter thereof in all material respects, and the furnishing of the same to the Trustee, the Insurers or the Noteholders, as the case may be, shall constitute a representation and warranty by each Co-Issuer made on the date the same are furnished to the Trustee, the Insurers or the Noteholders, as the case may be, to the effect specified herein.

Section 7.9 Investment Company Act.

No Securitization Entity is, or is controlled by, an “investment company” that is required to be registered under the Investment Company Act.

Section 7.10 Regulations T, U and X.

The transactions contemplated by the Indenture Documents comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof. No Securitization Entity owns or is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 7.11 Solvency.

Both before and after giving effect to the transactions contemplated by the Indenture and the other Related Documents, each Securitization Entity is solvent within the meaning of the Bankruptcy Code and any applicable state law and each Securitization Entity is not the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law and no Event of Bankruptcy has occurred with respect to any Securitization Entity.

Section 7.12 Ownership of Equity Interests; Subsidiaries.

(a) All of the issued and outstanding limited liability company interests of the Master Issuer are owned by SISI, all of which limited liability company interests have been validly issued, are fully paid and non-assessable and are owned of record by SISI, free and clear of all Liens other than Permitted Liens.

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(b) All of the issued and outstanding limited liability company interests of SRI Real Estate Holdco are owned by SRI, all of which limited liability company interests have been validly issued, are fully paid and non-assessable and are owned of record by SRI, free and clear of all Liens other than Permitted Liens.

(c) All of the issued and outstanding limited liability company interests of the Franchisor and the Franchise Assets Holder are owned by the Master Issuer, all of which limited liability company interests have been validly issued, are fully paid and non-assessable and are owned of record by the Master Issuer, free and clear of all Liens other than Permitted Liens.

(d) All of the issued and outstanding capital stock of ADIC Holdco is owned by the Master Issuer, all of which capital stock has been validly issued, is fully paid and non-assessable and is owned of record by the Master Issuer, free and clear of all Liens other than Permitted Liens.

(e) All of the issued and outstanding limited liability company interests of the IP Holder and New ADIC are owned by ADIC Holdco, all of which limited liability company interests have been validly issued, are fully paid and non-assessable and are owned of record by ADIC Holdco, free and clear of all Liens other than Permitted Liens.

(f) All of the issued and outstanding limited liability company interests of the SRI Real Estate Assets Holder are owned by SRI Real Estate Holdco, all of which limited liability company interests have been validly issued, are fully paid and non-assessable and are owned of record by SRI Real Estate Holdco, free and clear of all Liens other than Permitted Liens.

(g) The Master Issuer has no subsidiaries and owns no Equity Interests in any other Person, other than the Franchisor, the Franchise Assets Holder and ADIC Holdco. The Franchisor, the Franchise Assets Holder, the IP Holder and New ADIC have no subsidiaries and own no Equity Interests in any other Person, other than the Equity Interests of the Kansas Sonic Partnerships owned by New ADIC. ADIC Holdco has no subsidiaries and owns no Equity Interests in any other Person, other than the IP Holder and New ADIC.

Section 7.13 Security Interests.

(a) Each Co-Issuer and the Guarantor owns and has good title to its Collateral, free and clear of all Liens other than Permitted Liens. The Co-Issuers’ and the Guarantor’s rights under the Collateral Documents constitute accounts or general intangibles under the applicable UCC. This Base Indenture and the G&C Agreement constitute a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of and for the benefit of the Secured Parties, which Lien on the Collateral has been

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perfected (except as described on Schedule 7.13) and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from each Co-Issuer and the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Co-Issuers and the Guarantor have received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and under the G&C Agreement. All action necessary to perfect such first-priority security interest has been duly taken.

(b) Other than the security interest granted to the Trustee hereunder, pursuant to the other Related Documents or any other Permitted Lien, none of the Co-Issuers or the Guarantor has pledged, assigned, sold or granted a security interest in the Collateral. All action necessary (including the filing of UCC-1 financing statements and filings with the United States Patent and Trademark Office, the United States Copyright Office or any applicable foreign intellectual property office or agency) to protect and evidence the Trustee’s security interest in the Collateral in the United States and each Designated Foreign Country has been duly and effectively taken, except as described on Schedule 7.13; provided that (i) notwithstanding anything to the contrary contained in this Section 7.13, any filings with the United States Patent and Trademark Office, the United States Copyright Office or any applicable foreign intellectual property office will be made, and, to the extent the security interest in any Collateral is perfected upon such filing, such security interest will be perfected, as soon as reasonably practicable after the Initial Closing Date, but in no event later than thirty (30) days thereafter with respect to filings with the United States Copyright office and ninety (90) days thereafter with respect to filings with the United States Patent and Trademark Office, and (ii) any filings with the foreign intellectual property office or agency of any Designated Foreign Country shall be required to be made only once such Foreign Country is designated for purposes of this Section 7.13(b) as a “Designated Foreign Country” in accordance with Section 5.2(d) of the Servicing Agreement and not on the Initial Closing Date. No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by any Co-Issuer or the Guarantor and listing such Co-Issuer or the Guarantor as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction in the United States or in any Designated Foreign Country except in respect of Permitted Liens or such as may have been filed, recorded or made by such Co-Issuer or the Guarantor in favor of the Trustee on behalf of the Secured Parties in connection with this Base Indenture and the G&C Agreement, and neither any Co-Issuer nor the Guarantor has authorized any such filing.

(c) All authorizations in this Base Indenture and the G&C Agreement for the Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements and other instruments with respect to the Collateral and to take such other actions with respect to the Collateral authorized by this Base Indenture and the G&C Agreement are powers coupled with an interest and are irrevocable for so long as the Indenture has not been terminated in accordance with its terms.

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Section 7.14 Related Documents.

The Related Documents are in full force and effect. There are no Defaults thereunder.

Section 7.15 Non-Existence of Other Agreements.

Other than as permitted by Section 8.22, (a) no Securitization Entity is a party to any contract or agreement of any kind or nature and (b) no Securitization Entity is subject to any material obligations or liabilities of any kind or nature in favor of any third party, including, without limitation, Contingent Obligations. No Securitization Entity has engaged in any activities since its formation (other than those incidental to its formation, the authorization and the issue of Series of Notes, the execution of the Related Documents to which such Securitization Entity is a party and the performance of the activities referred to in or contemplated by such agreements).

Section 7.16 Compliance with Contractual Obligations and Laws.

No Securitization Entity is in violation of (a) its Charter Documents, (b) any Requirement of Law with respect to such Securitization Entity or (c) any Contractual Obligation with respect to such Securitization Entity.

Section 7.17 Other Representations.

All representations and warranties of each Securitization Entity made in each Related Document to which it is a party are true and correct and are repeated herein as though fully set forth herein.

Section 7.18 No Employees.

Notwithstanding any other provision of the Indenture or any Charter Documents of any Securitization Entity to the contrary, no Securitization Entity has any employees.

Section 7.19 Insurance.

The Securitization Entities maintain or cause to be maintained on the Initial Closing Date the insurance coverages described on Schedule 7.19 hereto. All such insurance is primary coverage, all premiums therefor due on or before the date hereof have been paid in full, and the terms and conditions thereof are no less favorable to the Securitization Entities than the terms and conditions of insurance maintained by their Affiliates that are not Securitization Entities.

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Section 7.20 Environmental Matters.

Except as would not be expected to have a Material Adverse Effect:

(a) the Securitization Entities: (i) are in compliance with all applicable Environmental Laws, (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and (iii) are in compliance with all of their Environmental Permits;

(b) Materials of Environmental Concern are not present at, on, under, in, or about any real property now or formerly owned, leased or operated by any Securitization Entity or any of its Affiliates, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage or disposal) which could reasonably be expected to (i) give rise to liability of any Securitization Entity or any of its Affiliates under any applicable Environmental Law, (ii) interfere with any Securitization Entity’s or any of its Affiliates’ continued operations or (iii) impair the fair saleable value of any real property owned or leased by any Securitization Entity or any of its Affiliates;

(c) there is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which any Securitization Entity or any of its Affiliates is, or to the knowledge of the Securitization Entities or any of their Affiliates will be, named as a party that is pending or, to the knowledge of any Securitization Entity or any of its Affiliates, threatened;

(d) neither any Securitization Entity nor any of its Affiliates has received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the Federal Comprehensive Environmental Response, Compensation and Liability Act or any similar Environmental Law, or with respect to any Materials of Environmental Concern;

(e) neither any Securitization Entity nor any of its Affiliates has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, in each case, that would be expected to result in ongoing obligations or costs relating to compliance with or liability under any Environmental Law; and

(f) neither any Securitization Entity nor any of its Affiliates has assumed or retained, by contract or conduct, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Materials of Environmental Concern.

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ARTICLE VIII

COVENANTS

Section 8.1 Payment of Notes.

(a) Each Co-Issuer shall pay or cause to be paid the principal of, and premium, if any, and interest, subject to Section 2.15(e), on the Notes when due pursuant to the provisions of this Base Indenture and any applicable Series Supplement. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal, premium, if any, and interest then due. Except as otherwise provided pursuant to a Variable Funding Note Purchase Agreement or any other Related Document, amounts properly withheld under the applicable Tax law or any applicable state, local or foreign law by any Person from a payment to any Noteholder of interest or principal or premium, if any, shall be considered as having been paid by the Co-Issuers (or by any Insurer, as applicable) to such Noteholder for all purposes of the Indenture and the Notes.

(b) By acceptance of its Notes, each Noteholder agrees that the failure to provide the Paying Agent with appropriate Tax certifications (which includes (i) an Internal Revenue Service Form W-9 for United States persons (as defined under Section 7701(a)(30) of the Code) or applicable successor form or (ii) an applicable Internal Revenue Service Form W-8, for Persons other than United States persons, or applicable successor form) may result in amounts being withheld from payments to such Noteholder under this Base Indenture and any Series Supplement and that amounts withheld pursuant to applicable laws shall be considered as having been paid by the Co-Issuers as provided in clause (a) above.

Section 8.2 Maintenance of Office or Agency.

(a) The Co-Issuers will maintain an office or agency (which may be an office of the Trustee, the Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Co-Issuers in respect of the Notes and the Indenture may be served, and where, at any time when the Co-Issuers are obligated to make a payment of principal of, and premium, if any, on the Notes, the Notes may be surrendered for payment. The Co-Issuers will give prompt written notice to the Trustee and the Control Party of the location, and any change in the location, of such office or agency. If at any time the Co-Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Control Party with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

(b) The Co-Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Co-Issuers will give prompt written notice to the Trustee and the Control Party of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Co-Issuers hereby designate the applicable Corporate Trust Office as one such office or agency of the Co-Issuers.

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Section 8.3 Payment and Performance of Obligations.

Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay and discharge and fully perform, at or before maturity, all of their respective material obligations and liabilities, including, without limitation, Tax liabilities and other governmental claims levied or imposed upon the Securitization Entity or upon the income, properties or operations of any Securitization Entity, judgments, settlement agreements and all obligations of each Securitization Entity under the Collateral Documents and the Securitization Entity Leases, except where the same may be contested in good faith by appropriate proceedings (and without derogation from the material obligations of the Co-Issuers hereunder and the Guarantor under the G&C Agreement regarding the protection of the Collateral from Liens (other than Permitted Liens)), and will maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same.

Section 8.4 Maintenance of Existence.

Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, maintain its existence as a limited liability company or corporation validly existing, and in good standing under the laws of its state of organization and duly qualified as a foreign limited liability company or corporation licensed under the laws of each state and each foreign country in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect.

Section 8.5 Compliance with Laws.

Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, comply in all respects with all Requirements of Law with respect to such Co-Issuer or such other Securitization Entity except where such noncompliance would not be reasonably likely to result in a Material Adverse Effect.

Section 8.6 Inspection of Property; Books and Records.

Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions, business and activities in accordance with GAAP. Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, permit each of the Control Party and the Trustee or any Person appointed by it to act as its agent to visit and inspect any of its properties upon reasonable notice and during normal business hours, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, employees and independent certified public accountants at the Control Party’s, the Trustee’s or such Person’s reasonable expense, all at such reasonable times upon reasonable notice and as often as may

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reasonably be requested; provided, however, that each Insurer or any Person appointed by it to act as its agent (so long as any Insurer is the Control Party) is entitled to one such visit per calendar year at the expense of the Co-Issuers (the “Insurer Reimbursable Annual Surveillance Expenses”); provided further that during the continuance of a Rapid Amortization Event or an Event of Default each of the Control Party and the Trustee or any Person appointed by it to act as its agent may visit and conduct such activities at any time and all such visits and activities shall be at the Co-Issuers’ expense (any such expenses incurred by any Insurer, the “Insurer Reimbursable Rapid Amortization Surveillance Expenses”).

Section 8.7 Actions under the Collateral Documents and Related Documents.

(a) Except as otherwise provided in Section 8.7(d), no Co-Issuer will, or will permit any Securitization Entity that is a Subsidiary of such Co-Issuer to, take any action which would permit any Sonic Entity or any other Person party to a Collateral Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Collateral Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Collateral Transaction Document.

(b) Except as otherwise provided in Section 8.7(d), no Co-Issuer will, or will permit any Securitization Entity that is a Subsidiary of such Co-Issuer to, take any action which would permit any other Person party to a Collateral Franchise Document or a Securitization Entity Lease to have the right to refuse to perform any of its respective obligations under such Collateral Franchise Document or such Securitization Entity Lease or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Collateral Franchise Document or such Securitization Entity Lease if such action when taken by or on behalf of any Securitization Entity by the Servicer or otherwise would be in violation of the Servicing Standard.

(c) Except as otherwise provided in Section 3.2(a), each Co-Issuer agrees that it will not, and will cause each Securitization Entity that is a Subsidiary of such Co-Issuer not to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under a Securitization Entity Lease or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to such Co-Issuer or such other Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor.

(d) Each Co-Issuer agrees that it will not, and will cause each Securitization Entity that is a Subsidiary of such Co-Issuer not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Related Documents; provided, however, that the Securitization Entities may agree to any amendment, modification, supplement or waiver of any such term of any Related Document without any such consent:

(i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties or to add to the covenants of any Sonic Entity for the benefit of any Securitization Entity; or

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(ii) to make such other provisions in regard to matters or questions arising under the Related Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Noteholder, any Note Owner, the Control Party or any other Secured Party; provided that an Opinion of Counsel (in form and substance reasonably satisfactory to the Control Party) shall be delivered to the Trustee and the Control Party to such effect.

Section 8.8 Notice of Defaults and Other Events.

Promptly (and in any event within two (2) Business Days) upon becoming aware of (i) any Potential Rapid Amortization Event, (ii) any Rapid Amortization Event, (iii) any Potential Servicer Termination Event, (iv) any Servicer Termination Event, (v) any Default, (vi) any Event of Default or (vii) any default under any Collateral Transaction Document, the Co-Issuers shall give the Trustee, the Control Party and the Rating Agencies with respect to each Series of Notes Outstanding notice thereof, together with an Officer’s Certificate setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by the Co-Issuers. The Co-Issuers shall, at their expense, promptly provide to the Control Party and the Trustee such additional information as the Control Party or the Trustee may request from time to time in connection with the matters so reported, and the actions so taken or contemplated to be taken.

Section 8.9 Notice of Material Proceedings.

Without limiting Section 8.29, promptly (and in any event within five (5) Business Days) upon becoming aware thereof, the Co-Issuers shall give the Trustee, the Control Party and the Rating Agencies written notice of the commencement or existence of any proceeding by or before any Governmental Authority involving any Sonic Entity which is reasonably likely to have a Material Adverse Effect.

Section 8.10 Further Requests.

Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, promptly furnish to the Trustee such other information as, and in such form as, the Trustee may reasonably request in connection with the transactions contemplated hereby or by any Series Supplement.

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Section 8.11 Further Assurances.

(a) Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, do such further acts and things, and execute and deliver to the Trustee and the Control Party such additional assignments, agreements, powers and instruments, as are necessary or desirable to obtain and maintain the security interest of the Trustee in the Collateral on behalf of the Secured Parties as a perfected security interest subject to no prior Liens (other than Permitted Liens), to carry into effect the purposes of the Indenture or the other Related Documents or to better assure and confirm unto the Trustee, the Control Party, the Noteholders or the other Secured Parties their rights, powers and remedies hereunder including, without limitation, the filing of any financing or continuation statements or amendments under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby and by the G&C Agreement. If any Co-Issuer fails to perform any of its agreements or obligations under this Section 8.11(a), the Control Party itself may perform such agreement or obligation, and the reasonable expenses of the Control Party incurred in connection therewith shall be payable by the Co-Issuers upon the Control Party’s demand therefor. The Control Party is hereby authorized to execute and file any financing statements, continuation statements, amendments or other instruments necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Collateral.

(b) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and within two (2) Business Days physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.

(c) Notwithstanding the provisions set forth in clauses (a) and (b) above, the Co-Issuers and the Guarantor shall not be required to perfect any security interest in any fixtures (other than through a central filing of a UCC financing statement) or any real property included in the Collateral.

(d) If any Co-Issuer or the Guarantor shall obtain an interest in any commercial tort claim (as such term is defined in the New York UCC) such Person shall within ten (10) Business Days of becoming aware that it has obtained such an interest sign and deliver documentation acceptable to the Control Party granting a security interest under the Base Indenture or the G&C Agreement, as the case may be, in and to such commercial tort claim.

(e) Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, warrant and defend the Trustee’s right, title and interest in and to the Collateral and the income, distributions and Proceeds thereof, for the benefit of the Trustee on behalf of the Secured Parties, against the claims and demands of all Persons whomsoever.

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Section 8.12 Liens.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, create, incur, assume or permit to exist any Lien upon any of its property (including the Collateral), other than (i) Liens in favor of the Trustee for the benefit of the Secured Parties and (ii) other Permitted Liens.

Section 8.13 Other Indebtedness.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than (i) Indebtedness hereunder or under the G&C Agreement, (ii) any Partner Drive-In Master Lease and any New Franchise Drive-In Lease and (iii) any Indebtedness of any Securitization Entity to any other Securitization Entity.

Section 8.14 No ERISA Plan.

No Securitization Entity or any member of the same Controlled Group as any Securitization Entity shall establish, sponsor, maintain, contribute to or incur any obligation to contribute to any Plan unless such Securitization Entity notifies the Trustee and the Control Party in writing that it intends to incur such obligation and the Control Party consents in writing, which consent shall not be unreasonably withheld or delayed, but which may be subject to such reasonable conditions as the Control Party may require. Within five (5) business days after becoming aware of the occurrence of any ERISA Event or, with respect to any such Plan, or, within three (3) business days after receiving notice of the institution of proceedings or the taking of any other action by the PBGC, any Securitization Entity or any member of the same Controlled Group as any Securitization Entity, which is intended to result in the withdrawal from, or the termination, reorganization or insolvency of, any such Plan, including any such Plan that is a Multiemployer Plan, the Securitization Entities shall provide the Trustee and the Control Party with a written notice of the same.

Section 8.15 Mergers.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, merge or consolidate with or into any other Person (whether by means of single transaction or a series of related transactions).

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Section 8.16 Asset Dispositions.

(a) No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, sell, transfer, lease, license, liquidate or otherwise dispose of any of its property (whether by means of a single transaction or a series of related transactions), except in the case of the following (each, a “Permitted Asset Disposition”):

(i) any Real Estate Asset Dispositions; provided that (A) during each fiscal year of the Co-Issuers, all Real Estate Asset Dispositions Proceeds received during such fiscal year and prior to the commencement of a Rapid Amortization Period up to and including the Real Estate Asset Dispositions Threshold shall be deposited into the Collection Account unless such proceeds are Reinvested in Eligible Real Estate Assets within 180 days of the date of such Real Estate Asset Disposition; provided that any Real Estate Asset Disposition Proceeds being held for Reinvestment in accordance with this clause (A) shall remain the property of a Securitization Entity, shall be held in the Concentration Account and shall not be distributed or transferred to any other entity that is not a Securitization Entity, (B) during each fiscal year of the Co-Issuers, all Real Estate Asset Disposition Proceeds received during such fiscal year and prior to the commencement of a Rapid Amortization Period in excess of the Real Estate Asset Dispositions Threshold shall be used to prepay the Outstanding Principal Amount (to the extent of such proceeds) of any Notes Outstanding in accordance with the Indenture unless such proceeds are Reinvested in Eligible Real Estate Assets within 180 days of the date of such Real Estate Asset Disposition; provided that any Real Estate Asset Disposition Proceeds being held for reinvestment in accordance with this clause (B) shall remain the property of a Securitization Entity, shall be held in the Concentration Account and shall not be distributed or transferred to any other entity that is not a Securitization Entity and (C) all Real Estate Asset Dispositions Proceeds received on or following the commencement of a Rapid Amortization Period shall be deposited into the Collection Account;

(ii) any other sale, lease, license, transfer or other disposition of property owned by any Securitization Entity to which the Control Party has given the Master Issuer and SRI Real Estate Holdco prior written consent; provided that all Asset Disposition Proceeds arising from such sale, lease, license, transfer or other disposition are deposited in accordance with the instructions provided by the Control Party in the document providing such prior written consent and that if such document does not contain deposit instructions, that such Asset Disposition Proceeds shall be deposited into the Collection Account; and

(iii) any license of the Franchise IP expressly permitted under the terms of the Related Documents.

(b) No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, consummate a Real Estate Asset Disposition for Non-Cash Proceeds if the total number of Owned Properties that have been sold, transferred or otherwise disposed of pursuant to a Real Estate Asset Disposition for Non-Cash Proceeds and with respect to which there is a Non-Cash Proceeds Note outstanding exceeds ten percent (10%) of the number of all Owned Properties owned by the Securitization Entities at the time such Real Estate Asset Disposition is to be consummated.

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(c) Each Non-Cash Proceeds Note, if any, shall accrue interest at a fair market rate and shall mature no later than five (5) years after the disposition of the Owned Property for which such Non-Cash Proceed Note relates.

Section 8.17 Acquisition of Assets.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, acquire, by long-term or operating lease or otherwise, any property if such acquisition when effected by or on behalf of any Securitization Entity by the Servicer or otherwise would be in violation of the Servicing Standard.

Section 8.18 Dividends, Officers’ Compensation, etc.

Neither the Master Issuer nor SRI Real Estate Holdco will declare or pay any distributions on any of its limited liability company interests; provided, however, that so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Master Issuer and SRI Real Estate Holdco may declare and pay distributions to the extent permitted under Section 18-607 of the Delaware Limited Liability Company Act and the Master Issuer Operating Agreement or the SRI Real Estate Holdco Operating Agreement, as the case may be. Without limiting Section 8.27, no Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, employees or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Manager. No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, redeem, purchase, retire or otherwise acquire for value any Equity Interest or other security in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as consented to by the Control Party.

Section 8.19 Legal Name, Location Under Section 9-301 or 9-307.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, change its location (within the meaning of Section 9-301 or 9-307 of the applicable UCC) or its legal name without at least thirty (30) days’ prior written notice to the Trustee, the Control Party and the Rating Agencies with respect to each Series of Notes Outstanding. In the event that any Co-Issuer or other Securitization Entity desires to so change its location or change its legal name, such Co-Issuer will, or will cause such other Securitization Entity that is a Subsidiary of such Co-Issuer to, make any required filings and prior to actually changing its location or its legal name such Co-Issuer will, or will cause such other Securitization Entity to, deliver to the Trustee and the Control Party (i) an Officer’s Certificate and an Opinion of Counsel confirming that all required filings have been made, subject to Section 8.11(c), to continue the perfected interest of the Trustee on behalf of the Secured Parties in the Collateral under Article 9 of the applicable UCC in respect of the new location or new legal name of such Co-Issuer or other Securitization Entity and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

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Section 8.20 Charter Documents.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, amend or consent to the amendment of any of its Charter Documents to which it is a party as a member or shareholder unless, prior to such amendment, the Control Party shall have consented thereto (such consent not to be unreasonably withheld) and the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such amendment; provided, however, the Co-Issuers and the other Securitization Entities shall be permitted to amend their Charter Documents without having to meet the Rating Agency Condition to cure any ambiguity, defect or inconsistency therein.

Section 8.21 Investments.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person if such investment when made by or on behalf of any Securitization Entity by the Servicer or otherwise would be in violation of the Servicing Standard and other than (a) investments in the Base Indenture Accounts, the Series Accounts, the Concentration Account and the Lock-Box Account or (b) in any other Securitization Entity.

Section 8.22 No Other Agreements.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, enter into or be a party to any agreement or instrument other than any Related Document, any Collateral Franchise Document, any Securitization Entity Lease, any other document permitted by a Series Supplement or the Related Documents, as the same may be amended, supplemented or otherwise modified from time to time, any documents related to any Enhancement (subject to Section 8.31) or any Interest Rate Hedge (subject to Section 8.32).

Section 8.23 Other Business.

No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, engage in any business or enterprise or enter into any transaction other than the incurrence and payment of ordinary course operating expenses, the issuing and selling of the Notes and other activities related to or incidental to any of the foregoing or any other transaction which when effected by or on behalf of any Securitization Entity by the Servicer or otherwise would be in violation of the Servicing Standard.

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Section 8.24 Maintenance of Separate Existence.

(a) Each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to:

(i) maintain their own deposit and securities account or accounts, separate from those of any of its Affiliates (other than the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Related Documents;

(ii) ensure that all transactions between it and any of its Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in the Related Documents meet the requirements of this clause (ii);

(iii) to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii). To the extent that any Securitization Entity and any of its members or Affiliates (other than the other Securitization Entities) have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

(iv) issue separate financial statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP;

(v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;

(vi) not assume or guarantee any of the liabilities of any of its Affiliates (other than the other Securitization Entities);

(vii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with respect to it and (y) comply in all material respects with those procedures described in such provisions which are applicable to it;

(viii) maintain at least one Independent Manager on its Board of Managers or its Board of Directors, as the case may be.

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(b) Each Co-Issuer, on behalf of itself and each of the other Securitization Entities, confirms that the statements contained under “Background” and in the “Company Certificates” referenced in the opinion of Shearman & Sterling LLP regarding substantive consolidation matters delivered to the Trustee on the Initial Closing Date are true and correct with respect to itself and each other Securitization Entity, and that each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, comply with any covenants or obligations assumed to be complied with by it therein as if such covenants and obligations were set forth herein.

Section 8.25 Covenants regarding Franchise IP.

(a) The Co-Issuers agree that in accordance with, and solely as and to the extent provided by, the terms of the Servicing Agreement and the IP License Agreements, as applicable, they shall, and they shall cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to: (i) maintain their rights in and to the Franchise IP, including all applicable registrations and applications, in all material respects, (ii) with respect to each of the Trademarks included in the Franchise IP, not permit the abandonment or expiration of any United States or foreign application or registration and shall, to the extent required by applicable law, diligently prosecute each United States and foreign application for trademark registration and maintain registrations of such Trademarks, including, to the extent required by applicable law, timely filing statements of use, applications for renewal and affidavits of use and/or incontestability and timely paying necessary examination, maintenance and renewal fees, and (iii) use, and ensure that all licensed users of Franchise IP use, proper statutory notice in connection with its use of each item of Franchise IP in accordance with applicable law, (iv) take all reasonable steps to preserve and protect each item of its Franchise IP, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks included in the Franchise IP, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of such Trademarks use such consistent standards of quality and (v) not do any act, or omit to do any act, whereby any Franchise IP may expire prematurely or become abandoned or invalid.

(b) The Co-Issuers shall notify the Trustee and the Control Party in writing within thirty (30) Business Days if they know that any application or registration relating to any material Franchise IP (now or hereafter existing) has become abandoned, dedicated to the public domain, invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such final determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, similar offices or agencies in any foreign countries in which material Franchise IP is located or any court but excluding any non-final determinations of the United States Patent and Trademark Office or any similar office or agency in any such foreign country) regarding any Securitization Entity’s ownership of any material Franchise IP, its right to register the same, or to keep and maintain the same.

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(c) With respect to the Franchise IP, the IP Holder, and each other Co-Issuer agrees to cause the IP Holder to, execute, deliver and file instruments substantially in the form of Exhibit C-1 hereto with respect to Trademarks that are Registered, Exhibit C-2 hereto with respect to Patents that are Registered and Exhibit C-3 with respect to Copyrights that are Registered, or otherwise in form and substance reasonably satisfactory to the Control Party, and any other instruments or documents as may be reasonably necessary or, in Control Party’s reasonable opinion, desirable under the law of any appropriate jurisdiction, in the United States or any Designated Foreign Country, to perfect or protect the Trustee’s security interest granted under this Base Indenture and the G&C Agreement in the Patents, Trademarks and Copyrights that are Registered included in the Franchise IP; provided that any filings with the foreign intellectual property office or agency of any Designated Foreign Country shall be required to be made once such Foreign Country is designated for purposes of this Section 8.25(c) as a “Designated Foreign Country” in accordance with Section 5.2(d) of the Servicing Agreement and not on the Initial Closing Date.

(d) If any Co-Issuer or the Guarantor, either itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any foreign country in which Franchise IP is located, such Co-Issuer or Guarantor shall, by the end of the fiscal quarter in which such filing occurred, (i) give the Trustee and the Control Party written notice thereof and (ii) upon request of the Control Party, subject to Section 3.1(a)(iv), shall execute and deliver all instruments and documents, and take all further action, that the Control Party may reasonably request in order to continue, perfect or protect the security interest granted hereunder in the United States or any Designated Foreign Country, including, without limitation, executing and delivering (x) the Supplemental Grant of Security Interest in Trademarks substantially in the form attached as Exhibit D-1 hereto (y) the Supplemental Grant of Security Interest in Patents substantially in the form attached as Exhibit D-2 hereto and/or (z) the Supplemental Grant of Security Interest in Copyrights substantially in the form attached as Exhibit D-3 hereto.

(e) In the event that any Franchise IP is infringed upon, misappropriated or diluted by a third party in any material respect, the IP Holder or any other Co-Issuer shall promptly notify the Trustee and the Control Party in writing upon becoming aware of such infringement, misappropriation or dilution. The IP Holder and each other Co-Issuer shall, unless the IP Holder (or the Servicer on behalf of the IP Holder) shall reasonably determine in compliance with the Servicing Standard that such Franchise IP is in no way material to the conduct of the business or operations, in accordance with and solely as and to the extent permitted by the terms of the Servicing Agreement and the IP License Agreements, as applicable, take all reasonable and appropriate actions, at its reasonable expense, to protect or enforce such Franchise IP, including suing for infringement, misappropriation or dilution and for an injunction against such infringement, misappropriation or dilution; provided that the IP Holder shall deliver written notice to the Trustee and the Control Party of such determination and upon the Trustee’s or the Control Party’s written request shall promptly provide, in reasonable detail, the basis for such determination.

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Section 8.26 Real Property Leases.

No Co-Issuer shall, or shall permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, enter into any lease of real property with a Franchisee, including any Sonic Partnership, after the Initial Closing Date if such lease when entered into by or on behalf of such Securitization Entity by the Servicer or otherwise would be in violation of the Servicing Standard.

Section 8.27 No Employees.

The Co-Issuers and the other Securitization Entities shall have no employees.

Section 8.28 Insurance.

The Co-Issuers shall maintain, or cause the Servicer to maintain, with financially sound insurers with an S&P Credit Rating of not less than “BBB-” and with a claims-paying ability rated not less than “A:VIII” by A.M. Best’s Key Rating Guide, insurance coverages customary for business operations of the type conducted in respect of the Sonic System; provided that the Co-Issuers shall, on any insurance policy maintained by the Servicer for the benefit of any Securitization Entity, cause the Servicer to list each such Securitization Entity as an “additional insured” or “loss payee.” The terms and conditions of all such insurance shall be no less favorable to the Co-Issuers than the terms and conditions of insurance maintained by their Affiliates that are not Securitization Entities. The Co-Issuers shall annually provide to the Trustee and the Control Party evidence reasonably satisfactory to the Control Party (which may be by covernote) that the insurance required to be maintained by the Co-Issuers hereunder is in full force and effect, by not later than December 31 of each calendar year. Notwithstanding anything to the contrary contained herein, the Co-Issuers’ obligation under this Section 8.28 with respect to each applicable Franchise Arrangement, Partner Drive-In Master Lease or New Franchise Drive-In Lease shall be deemed satisfied if the applicable Co-Issuer has contractually obligated the Franchisee party to such Franchise Arrangement, Partner Drive-In Master Lease or New Franchise Drive-In Lease, as the case may be, to maintain insurance with respect to such Franchise Arrangement, Partner Drive-In Master Lease or New Franchise Drive-In Lease, as the case may be, in a manner that is customary for business operations of this type.

Section 8.29 Litigation.

The Co-Issuers, upon obtaining knowledge thereof, shall provide prompt written notice to the Control Party and the Rating Agencies with respect to the threat or commencement of any material litigation, arbitration or administrative proceedings against any Securitization Entity or any property included in the Collateral. In the event that any such litigation, arbitration or proceeding shall have been commenced, the Co-Issuers shall keep the Control Party informed on a regular basis as reasonably requested by the Control Party regarding the same. The Control Party shall be entitled, but not obligated, to consult with the Co-Issuers and any of their Affiliates with respect to, and participate in the defense or resolution of, any such proceeding.

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Section 8.30 Environmental.

(a) The Co-Issuers shall, and shall cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, comply in all material respects with, and to the extent within the control of any Securitization Entity ensure compliance in all material respects by all Franchisees with, all applicable Environmental Laws, and shall obtain and comply in all material respects with and maintain, and take commercially reasonable steps to ensure that all Franchisees obtain and comply in all material respects with and maintain, any and all material licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws in connection with any real properties constituting Collateral.

(b) The Co-Issuers shall, and shall cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, conduct and complete all investigations, assessments, studies, sampling and testing, and all remedial, removal and other actions required to be conducted by any Securitization Entity under Environmental Laws in connection with any real properties constituting Collateral, and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws in connection with any such properties.

(c) The Co-Issuers shall, and shall cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, promptly notify the Control Party, the Trustee and the Rating Agencies, in writing, upon becoming aware of (i) any material presences or release of Materials of Environmental Concern in, on, under, from or migrating towards any real property included in the Collateral; (ii) any material non-compliance with any Environmental Laws related in any way to any such property; (iii) any required or proposed remediation of environmental conditions relating to any such property; and (iv) any written notice of which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) relating in any way to any of the foregoing matters in this Section 8.30(c), possible material liability of any Person pursuant to any Environmental Law with respect to any such property, other materially adverse environmental conditions in connection with any such property, or any actual or potential administrative or judicial proceedings under Environmental Laws in connection with any such property.

(d) In connection with the acquisition by an Securitization Entity of any fee or leasehold interest in real property that will be included in the Collateral, the Co-Issuers shall conduct the environmental investigation and, as applicable, further studies and, if required, remediation efforts, contemplated in Section 5.1(b) of the Servicing Agreement.

(e) The Co-Issuers shall pay the Environmental Remediation Expenses Amount through the Priority of Payments, to the extent of funds available therefor, on the Payment Date immediately succeeding the delivery of the Monthly Servicer Certificate in which such Environmental Remediation Expenses Amount is identified.

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Section 8.31 Enhancements. No Enhancement shall be provided in respect of any Series of Notes, nor will any Enhancement Provider have any rights hereunder, as third-party beneficiary or otherwise, unless the Control Party has provided its prior written consent to such Enhancement, such consent not to be unreasonably withheld.

Section 8.32 Interest Rate Hedges; Derivatives Generally.

(a) No Interest Rate Hedge shall be provided in respect of any Series of Notes, nor will any Interest Rate Hedge Provider have any rights hereunder, as third-party beneficiary or otherwise, unless the Control Party has provided its prior written consent to such Interest Rate Hedge such consent not to be unreasonably withheld.

(b) No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, enter into any derivative contract, swap, option, hedging contract, forward purchase contract or other similar agreement or instrument without the prior written consent of the Control Party.

Section 8.33 Voluntary Subordinated Debt Repayments. No Co-Issuer shall repay any Subordinated Debt after the Series Anticipated Repayment Date with respect to the Initial Series of Notes with amounts obtained by the Master Issuer from SISI or by SRI Real Estate Holdco from SRI or any other direct or indirect owner of Equity Interests of the Master Issuer or SRI Real Estate Holdco in the form of any capital contributions or any portion of any Residual Amounts distributed to the Master Issuer or SRI Real Estate Holdco pursuant to the Priority of Payments unless and until all Senior Notes Outstanding have been paid in full and are no longer Outstanding and no amounts are due but unpaid to any Insurer.

Section 8.34 Negative Pledge. No Co-Issuer will, or will permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, (a) grant a Mortgage on any real property assets to any Person other than the Trustee for the benefit of the Secured Parties, (b) provide a Title Insurance Policy (i) with respect to any Existing Owned Property naming any Person other than Holdco or its Subsidiaries as the insured party thereunder or (ii) with respect to any New Owned Property naming any Person other than a Securitization Entity as the insured party thereunder, (c) provide a collateral assignment of any leases or rents with respect to any real property assets to any Person other than the Trustee for the benefit of the Secured Parties or (d) create, incur, assume or permit to exist a Lien (other than a Permitted Lien) in favor of any Person upon any Securitization Entity Excluded Amounts Lock-Box Account or any Securitization Entity Excluded Amounts Concentration Account or any money or other property (including, without limitation, Investment Property and Financial Assets) on deposit in, or credited from time to time to, such accounts or any Proceeds constituting collections thereof.

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Section 8.35 Kansas Sonic Partnership Distributions. New ADIC shall cause each Kansas Sonic Partnership to make a Kansas Sonic Partnership Distribution no less frequently than once per calendar month.

Section 8.36 Annual Bringdown Opinion. On or before December 31 of each calendar year, commencing with December 31, 2007, the Co-Issuers shall furnish to the Trustee, the Rating Agencies and the Control Party Opinions of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Base Indenture, any indentures supplemental hereto, the G&C Agreement and any other requisite documents and with respect to the execution and filing of any financing statements, continuation statements and amendments to financing statements and such other documents as are, subject to clause (c) above, necessary to maintain the perfection of the Lien and security interest created by this Base Indenture and the G&C Agreement under Article 9 of the New York UCC in the United States and under any comparable law in any Designated Foreign Country in the Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such Lien and security interest. Each such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Base Indenture, any indentures supplemental hereto, the G&C Agreement and any other requisite documents and the execution and filing of any financing statements, continuation statements and amendments or other documents that will, in the opinion of such counsel, be required, subject to clause (c) above, to maintain the perfection of the lien and security interest of this Base Indenture and the G&C Agreement under Article 9 of the New York UCC in the Collateral in the United States and under any comparable law in any Designated Foreign Country until December 31 in the following calendar year.

Section 8.37 Mortgages. With respect to each Existing Owned Property, New ADIC or the SRI Real Estate Assets Holder, as the case may be, shall execute and deliver to the Trustee, for the benefit of the Secured Parties, a Mortgage in a form suitable for recordation under applicable law (which shall include an Assignment of Rents with respect to any lease of such Existing Owned Property whether pursuant to a Partner Drive-In Master Lease, a New Franchise Drive-In Lease or otherwise ) with respect to each such Existing Owned Property within ninety (90) days of the Initial Closing Date to be held in escrow by the Trustee or its agent and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event. With respect to each New Owned Property, New ADIC or the SRI Real Estate Assets Holder, as the case may be, shall execute and deliver promptly to the Trustee, for the benefit of the Secured Parties, a Mortgage (which shall include an Assignment of Rents with respect to any lease of such New Owned Property whether pursuant to a Partner Drive-In Master Lease, a New Franchise Drive-In Lease or otherwise) with respect to each such New Owned Property upon the purchase of such New Owned Property to be held in escrow by the Trustee or its agent and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event.

Section 8.38 Franchise Drive-Ins. The total number of Franchise Drive-Ins shall at no time comprise less than sixty-five percent (65%) of all Drive-Ins.

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ARTICLE IX

REMEDIES

Section 9.1 Rapid Amortization Events.

Upon the occurrence of any one of the following events:

(a) the Debt Service Coverage Ratio for any Payment Date is less than the Rapid Amortization DSCR Threshold with respect to the annual period in which such Payment Date occurs;

(b) Sonic Systemwide Sales on any Sonic Systemwide Sales Calculation Date are less than $2,750,000,000;

(c) a Servicer Termination Event shall have occurred;

(d) an Event of Default shall have occurred; or

(e) the Co-Issuers have not repaid, including through one or more refinancings, any Series of Notes (or Class thereof) on or prior to the Series Anticipated Repayment Date relating to such Series or Class,

a “Rapid Amortization Event” shall be deemed to have occurred, as and when declared by the Control Party by written notice to the Trustee and the Co-Issuers but without the giving of further notice or any other action on the part of the Trustee or any Noteholder; provided, however, that upon the occurrence of the event set forth in clause (e) above, a Rapid Amortization Event shall automatically occur without any declaration thereof by the Control Party.

Section 9.2 Events of Default.

If any one of the following events shall occur (each an “Event of Default”):

(a) any Co-Issuer defaults in the payment of any interest on, or other amount (other than amounts referred to in clause (b) below) payable in respect of, any Series of Notes Outstanding when the same becomes due and payable (in each case without giving effect to payments of any interest on, or other amount payable in respect of, any Series of Notes made by any Insurer or other financial guarantor that has insured or guaranteed payment of interest on, or other amounts payable in respect of, such Series of Notes);

(b) any Co-Issuer defaults in the payment of or any principal of, and premium, if any, on any Series of Notes Outstanding or any other Obligation (other than

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amounts referred to in clause (a) above) when the same becomes due and payable (whether on any Series Legal Final Maturity Date, any redemption date, any prepayment date or any maturity date or otherwise with respect to such Series and without giving effect to payments of any principal of any Series of Notes made by any Insurer or other financial guarantor that has insured or guaranteed payment of principal of such Series of Notes);

(c) Sonic Systemwide Sales on any Sonic Systemwide Sales Calculation Date are less than $2,250,000,000;

(d) any Securitization Entity fails to comply with any of its other agreements or covenants in, or other provisions of, the Indenture or any other Related Document (other than with respect to any provision of the Charter Documents covered by clause (l) below) to which it is a party and, if such failure is capable of remedy, the failure continues unremedied for a period of thirty (30) days after the earlier of (i) the date on which any Securitization Entity obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, is given to any Securitization Entity by the Trustee or to each Securitization Entity and the Trustee by the Control Party;

(e) any representation made by any Securitization Entity in the Indenture or any other Related Document is false in any material respect when made and, if such falsity is capable of remedy, such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which any Securitization Entity obtains knowledge thereof or (ii) the date that written notice thereof is given to any Securitization Entity by the Trustee or to each Securitization Entity and the Trustee by the Control Party;

(f) the occurrence of an Event of Bankruptcy with respect to any Securitization Entity;

(g) any Series of Insured Senior Notes are not repaid in full on or before the date that is twenty-four (24) months prior to the Series Legal Final Maturity Date with respect to such Series;

(h) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that any Securitization Entity is an “investment company” or is under the “control” of an “investment company”;

(i) any of the Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms or any Sonic Entity shall so assert in writing;

(j) any Insurer makes any payment of a claim under any Policy;

(k) any Securitization Entity fails to comply in any material respect with any of the provisions of Section 5(c), 7, 8, 9(a), 9(h), 9(j), 10, 16, 19(e), 20, 21, 22, 23, 24 or 29 of the Master Issuer Operating Agreement or the comparable provisions of

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any other Securitization Entity’s Charter Documents and such failure continues for a period of five (5) Business Days after (i) the date on which any Securitization Entity obtains knowledge thereof or (ii) the date on which written notice of such failure is given to any Securitization Entity by the Trustee or to each Securitization Entity and the Trustee by the Control Party;

(l) the transfer of any material portion of the property contributed pursuant to the Initial Contribution Agreements fails to constitute a valid transfer of ownership of such property and the Proceeds thereof; provided, however, that no Event of Default shall occur pursuant to this clause (l) if, with respect to any such property deemed not have been validly transferred, SISI has made an Indemnification Payment to the Master Issuer pursuant to Section 7.1 of the SISI Contribution Agreement with respect to such property or SRI has made an Indemnification Payment to SRI Real Estate Holdco pursuant to Section 7.1 of the SRI Contribution Agreement with respect to such property, as applicable;

(m)(i) the IP Holder fails to have good title to the Franchise IP, free and clear of all Liens, other than Permitted Liens, except such failures which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (ii) either the Master Issuer or SRI Real Estate Holdco itself or through any of its wholly-owned Subsidiaries fails to have good title to the Franchise Arrangements, the Real Estate Assets and all other Collateral, free and clear of all Liens, other than Permitted Liens, except for such failures which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;

(n) the Trustee ceases to have for any reason a valid and perfected first priority security interest in the Collateral to the extent required by the Related Documents or any Sonic Entity or any Affiliate thereof so asserts in writing;

(o) a final judgment or order for the payment of money shall be rendered against any Sonic Entity, and such judgment or order is in an amount which, when aggregated with the amount of other unsatisfied final judgments or orders against any Sonic Entity, exceeds $20,000,000 and either: (i) such judgment or order is not discharged within the period of thirty (30) days after entry thereof or (ii) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order shall not be in effect; or

(p) a final judgment or order for the payment of money shall be rendered against any Securitization Entity and such judgment or order is in an amount which, when aggregated with the amount of other unsatisfied final judgments or orders against any Securitization Entity exceeds $1,000,000 and either: (i) such judgment or order is not discharged within the period of thirty (30) days after entry thereof or (ii) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order shall not be in effect;

then (i) in the case of any event described in each clause above (except for clause (f) thereof) that is continuing the Trustee, at the direction of the Control Party and on behalf

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of the Noteholders, by written notice to the Co-Issuers, may declare the Notes of all Series to be immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes of all Series, together with accrued and unpaid interest thereon through the date of acceleration, and all other amounts due to the Noteholders and the other Secured Parties under the Indenture Documents shall become immediately due and payable or (ii) in the case of any event described in clause (f) above, the unpaid principal amount of the Notes of all Series, together with interest accrued but unpaid thereon through the date of acceleration, and all other amounts due to the Noteholders and the other Secured Parties under the Indenture, shall immediately and without further act become due and payable. Promptly following its receipt of written notice hereunder of any Event of Default, the Trustee shall send a copy thereof to the Co-Issuers, the Servicer, each Rating Agency, the Control Party, the Performance Manager, each Noteholder and each other Secured Party.

At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, as hereinafter provided in this Article IX, the Control Party, by written notice to the Co-Issuers and to the Trustee, may rescind and annul such declaration and its consequences, if all existing Events of Default, other than the non-payment of the principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 9.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 9.3 Rights of the Control Party and Trustee upon Event of Default.

(a) Payment of Principal and Interest. Each Co-Issuer covenants that if (i) default is made in the payment of any interest on any Series of Notes Outstanding when the same becomes due and payable, (ii) the Notes are accelerated following the occurrence of an Event of Default or (iii) default is made in the payment of the principal of, or premium, if any, on any Series of Notes Outstanding when due and payable, the Co-Issuers will, to the extent of funds available, upon demand of the Trustee, at the direction of the Control Party, pay to the Trustee, for the benefit of the Noteholders, the whole amount then due and payable on the Notes for principal, premium, if any, and interest, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Note Rate and any default rate, as applicable, and in addition thereto such further amount as shall be sufficient to cover costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and each Insurer and their agents and counsel.

(b) Proceedings To Collect Money; Claims Under Policies. In case any Co-Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee (at the direction of the Control Party), in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against any Co-Issuer and collect in the manner provided by law out of the property of any Co-Issuer, wherever situated, the moneys adjudged or decreed to be payable. In addition, if a

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default is made in the payment of any interest or principal on a Series of Insured Notes (or insufficient funds are on deposit with the Trustee as of the applicable Accounting Date or the applicable Series Legal Final Maturity Date, as applicable, with respect to payments insured by any Insurer such that a default in the interest or principal on such Series of Insured Notes will occur on a Payment Date or a Series Legal Final Maturity Date) or if a Preference Amount exists, the Trustee shall make a claim under the related Policy for the amount of interest and/or principal due but unpaid by the Co-Issuers or such Preference Amount as applicable in accordance with the terms of such Policy. Upon receipt of any payment of a claim under any Policy, the Trustee shall deposit the funds from such payment into the applicable Series Distribution Accounts, sequentially in order of alphanumerical designation and pro rata among each Class of Insured Senior Notes of the same alphanumerical designation based upon the amount of interest owed with respect to each such Class or based upon the Outstanding Principal Amount of the Insured Senior Notes of such Class, as the case may be.

(c) Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party pursuant to a Control Party Order, shall:

(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Trustee (at the direction of the Control Party) or the Control Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or any other Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by the Indenture or any other Related Document or by law, including any remedies of a secured party under applicable law;

(ii)(A) direct the Co-Issuers to exercise (and each Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Co-Issuer against any party to any Collateral Document arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Co-Issuer, and any right of any Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Co-Issuer refuses to take such action or (z) the Control Party reasonably determines that such action must be taken immediately, take such previously directed or, in the case of actions described in clause (z) above, contemporaneously directed action (and any related action as permitted under the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under the Indenture to direct the Co-Issuers to take such action);

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(iii) institute Proceedings from time to time for the complete or partial foreclosure of the Indenture or, to the extent applicable, any other Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or

(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party and the Trustee will provide notice to the Co-Issuers and each Holder of Subordinated Notes of a proposed sale of Collateral.

(d) Sale of Collateral. In connection with any sale of the Collateral hereunder, under the G&C Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of the Indenture, the G&C Agreement or any other Related Document:

(i) the Trustee, any Noteholder, any Insurer, any Enhancement Provider, any Interest Rate Hedge Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability;

(ii) the Trustee (at the direction of the Control Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Securitization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Securitization Entity or its successors or assigns; and

(iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

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(e) Application of Proceeds. Any amounts obtained by the Trustee on account of or as a result of the exercise by the Trustee of any right hereunder or under the G&C Agreement shall be held by the Trustee as additional collateral for the repayment of Obligations, shall be deposited into the Collection Account and shall be applied as provided in Article V; provided, however, that, unless otherwise provided in this Article IX, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical designation and pro rata among each Class of Notes of the same alphabetical designation based upon Outstanding Principal Amount of the Notes of each such Class.

(f) Additional Remedies. In addition to any rights and remedies now or hereafter granted hereunder or under applicable law with respect to the Collateral, the Trustee shall have all of the rights and remedies of a secured party under the UCC as enacted in any applicable jurisdiction.

(g) Proceedings. The Trustee may maintain a Proceeding even if it does not possess any of the Notes or does not produce any of them in the Proceeding, and any such Proceeding instituted by the Trustee shall be in its own name as trustee. All remedies are cumulative to the extent permitted by law.

(h) Insurer Default. In the case of an Insurer Default, the Trustee shall institute such Proceedings or take such other action to enforce the obligations of the Insurer under the applicable Policy as the Majority Noteholders (determined as if the only Outstanding Notes were those Notes covered by such Policy) shall direct in writing.

(i) Power of Attorney. Each Co-Issuer hereby grants to the Trustee an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office, United States Copyright Office, any similar office or agency in each foreign country in which any Franchise IP is located, or any other Governmental Authority in order to effect an absolute assignment of all right, title and interest in or to any Franchise IP, and record the same.

Section 9.4 Waiver of Appraisal, Valuation, Stay and Right to Marshaling. To the extent it may lawfully do so, each Co-Issuer for itself and for any Person who may claim through or under it hereby:

(a) agrees that neither it nor any such Person will step up, plead, claim or in any manner whatsoever take advantage of any appraisal, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or otherwise hinder (i) the performance, enforcement or foreclosure of the Indenture or the G&C Agreement, (ii) the sale of any of the Collateral or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof;

(b) waives all benefit or advantage of any such laws;

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(c) waives and releases all rights to have the Collateral marshaled upon any foreclosure, sale or other enforcement of the Indenture; and

(d) consents and agrees that, subject to the terms of the Indenture and the G&C Agreement, all the Collateral may at any such sale be sold by the Trustee as an entirety or in such portions as the Trustee may (upon direction by the Control Party) determine.

Section 9.5 Limited Recourse.

Notwithstanding any other provision of the Indenture, the Notes, any Insurance Agreement or any other Related Document or otherwise, the liability of the Securitization Entities to the Noteholders, any Insurer and any other Secured Parties under or in relation to the Indenture, the Notes, any Insurance Agreement or any other Related Document or otherwise, is limited in recourse to the Collateral. The Collateral having been applied in accordance with the terms hereof, none of the Noteholders, the Insurers or any other Secured Parties shall be entitled to take any further steps against any Securitization Entity to recover any sums due but still unpaid hereunder, under the Notes or under any of the other agreements or documents described in this Section 9.5, all claims in respect of which shall be extinguished.

Section 9.6 Optional Preservation of the Collateral.

If the maturity of the Outstanding Notes of each Series has been accelerated pursuant to Section 9.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee at the direction of the Control Party pursuant to a Control Party Order, shall elect to maintain possession of the Collateral. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of, and premium, if any, and interest on each Series of Notes Outstanding and all other Obligations and the Control Party, as applicable, shall take such desire into account when determining whether to maintain possession of the Collateral.

Section 9.7 Waiver of Past Events.

Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 12.2, the Control Party by notice to the Trustee, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except clause (f) thereof) and its consequences; provided, however, that any existing Default or Event of Default described in clause (j) of Section 9.2 shall not be permitted to be waived by the Control Party unless each affected Insurer has consented to such waiver. Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Subject to Section 12.2, a Default or an Event of Default described in clause (f) of Section 9.2 shall not be subject to waiver. Subject to Section 12.2, the Control Party, by notice to the Trustee, may waive

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any existing Potential Rapid Amortization Event or any Rapid Amortization Event in its sole discretion; provided however, that a Rapid Amortization Event described in clause (e) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless the Control Party, each affected Insurer and each affected Noteholder has consented to such waiver.

Section 9.8 Control by the Control Party.

Notwithstanding any other provision hereof, the Control Party may cause the institution of and direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercise any trust or power conferred on the Trustee; provided that:

(a) such direction of time, method and place shall not be in conflict with any rule of law or with the Indenture;

(b) the Control Party may take any other action deemed proper by the Control Party that is not inconsistent with such direction; and

(c) such direction shall be in writing;

provided further that, subject to Section 10.1, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided herein.

Section 9.9 Limitation on Suits.

Any other provision of the Indenture to the contrary notwithstanding, a Holder of Notes may pursue a remedy with respect to the Indenture or any other Related Document only if:

(a) the Noteholder gives to the Trustee and the Control Party written notice of a continuing Event of Default;

(b) the Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes make a written request to the Trustee and the Control Party to pursue the remedy;

(c) such Noteholder or Noteholders offer and, if requested, provide to the Trustee and the Control Party indemnity satisfactory to the Trustee and the Control Party against any loss, liability or expense;

(d) the Trustee does not comply with the request within sixty (60) days after receipt of the request and the offer and, if requested, the provision of indemnity reasonably satisfactory to it;

(e) during such sixty (60) day period the Majority Noteholders do not give the Trustee a direction inconsistent with the request; and

(f) the Control Party has consented to the pursuit of such remedy.

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A Noteholder may not use the Indenture or any other Related Document to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder.

Section 9.10 Unconditional Rights of Noteholders to Receive Payment.

Notwithstanding any other provision of the Indenture, the right of any Holder of a Note to receive payment of principal of, and premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder of the Note.

Section 9.11 The Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel), the Insurers, the Noteholders and any other Secured Party (as applicable) allowed in any judicial proceedings relative to the Insurers or any Co-Issuer (or any other obligor upon the Notes), its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claim and any custodian in any such judicial proceeding is hereby authorized by each Noteholder and each other Secured Party to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, the Insurers or any other Secured Party, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.5. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.5 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money and other properties which any Insurer, the Noteholders or any other Secured Party may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Insurer, any Noteholder or any other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Noteholder, any Insurer or any other Secured Party, or to authorize the Trustee to vote in respect of the claim of any Noteholder, any Insurer or any other Secured Party in any such proceeding.

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Section 9.12 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of any undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 9.12 does not apply to a suit by the Trustee, a suit by the Control Party, a suit by a Noteholder pursuant to Section 9.10 or a suit by Noteholders of more than 10% of the Aggregate Outstanding Principal Amount of all Series of Notes.

Section 9.13 Restoration of Rights and Remedies.

If the Trustee, any Insurer, any Noteholder or any other Secured Party has instituted any Proceeding to enforce any right or remedy under the Indenture or any other Related Document and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee, such Insurer or to such Noteholder or other Secured Party, then and in every such case the Trustee, the Insurers and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, the Insurers, the Noteholders and the other Secured Parties shall continue as though no such Proceeding had been instituted.

Section 9.14 Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee, any Insurer or to the Holders of Notes or any other Secured Party is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under the Indenture or any other Related Document or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under the Indenture or any other Related Document, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 9.15 Delay or Omission Not Waiver.

No delay or omission of the Trustee, the Control Party, any Holder of any Note or any other Secured Party to exercise any right or remedy accruing upon any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article IX or by law to the Trustee, the Control Party, the Holders of Notes or any other Secured Party may be exercised from time to time to the extent not inconsistent with the Indenture, and as often as may be deemed expedient, by the Trustee, the Control Party, the Holders of Notes or any other Secured Party, as the case may be.

Section 9.16 Waiver of Stay or Extension Laws.

Each Co-Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of the Indenture or any other Related Document; and each Co-Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantages of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee or the Control Party, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE X

THE TRUSTEE

Section 10.1 Duties of the Trustee.

(a) If an Event of Default or Rapid Amortization Event has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture and the other Related Documents, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided further, however, that the Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party in connection with any Event of Default or Rapid Amortization Event or for acting or failing to act due to any direction or lack of direction from the Control Party. The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence or willful misconduct. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of the Indenture, shall examine them to determine whether they conform to the requirements of this Indenture; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Co Issuers under the Indenture.

(b) Except during the occurrence and continuance of an Event of Default or Rapid Amortization Event of which a Trust Officer shall have actual knowledge:

(i) The Trustee undertakes to perform only those duties that are specifically set forth in the Indenture or any other Related Document to which it is a party and no others, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into the Indenture or any other Related Document against the Trustee; and

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(ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Indenture and any other applicable Related Document; provided, however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of the Indenture and shall promptly notify the party of any non-conformity.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) This clause (c) does not limit the effect of clause (b) of this Section 10.1.

(ii) The Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(iii) The Trustee shall not be liable in its individual capacity with respect to any action it takes, suffers or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture.

(iv) The Trustee shall not be charged with knowledge of any Mortgage Recordation Event, Default, Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event or the commencement and continuation of a Cash Trapping Period until such time as a Trust Officer shall have actual knowledge or have received written notice thereof. In the absence of such actual knowledge or receipt of such notice, the Trustee may conclusively assume that no such event has occurred or is continuing.

(d) Notwithstanding anything to the contrary contained in the Indenture or any of the other Related Documents, no provision of the Indenture or the other Related Documents shall require the Trustee to expend or risk its own funds or incur any material liability (financial or otherwise) if there are reasonable grounds for believing that the repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of the Indenture or the G&C Agreement. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any risk, loss, liability or expense.

(e) In the event that the Paying Agent or the Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Registrar, as the case may be, under the Indenture,

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the Trustee shall be obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.

(f) Subject to Section 10.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Indenture or any of the other Related Documents.

(g) Whether or not therein expressly so provided, every provision of the Indenture and the other Related Documents relating to the conduct of, affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section 10.1.

(h) The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Securitization Entities to the Collateral, for insuring the Collateral or for the payment of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Except as otherwise provided herein, the Trustee shall have no duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Related Documents by the Securitization Entities.

(i) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the Indenture or at the direction of the Control Party, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, under the Indenture.

(j) The Trustee shall have no duty (i) to see to any recording, filing or depositing of this Base Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recordings or filing or depositing or to any rerecording, refilling or redeposition of any thereof; provided, however, the Trustee shall be obligated to take all necessary actions in connection with any filings delivered by the Servicer or the Co-Issuers as required by the terms of the Indenture, (ii) to see to any insurance, (iii) except as otherwise provided by Section 10.1(e), to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind or (iv) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trustee pursuant to this Base Indenture believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties.

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(k) The Trustee shall not be personally liable for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of the performance of its duties under the Indenture.

Section 10.2 Rights of the Trustee. Except as otherwise provided by Section 10.1:

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person.

(b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Control Party prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.

(d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents.

(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Control Party, any of the Noteholders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.

(f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by any Insurer or the Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its own discretion to make such further inquiry or investigation into such

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facts or matters as it sees fit, the Trustee shall be entitled to examine the books, records and premises of the Securitization Entities, personally or by agent or attorney, at the sole cost of the Co-Issuers, and the Trustee shall incur no liability by reason of such inquiry or investigation.

(g) The right of the Trustee to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence or willful misconduct for the performance of such act.

Section 10.3 Individual Rights of the Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Securitization Entities or an Affiliate of the Securitization Entities with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 10.4 Notice of Events of Default and Defaults.

If an Event of Default, a Default, a Rapid Amortization Event or a Potential Rapid Amortization Event occurs and is continuing and if it is actually known to a Trust Officer, or written notice of the existence thereof has been delivered to a Trust Officer, the Trustee shall promptly provide the Noteholders, the Insurers, the Co-Issuers, any Class A-1 Administrative Agent and each Rating Agency with notice of such Event of Default, Default, Rapid Amortization Event or Potential Rapid Amortization Event, to the extent that the Notes of such Series are Book-Entry Notes, by telephone and facsimile and otherwise by first class mail.

Section 10.5 Compensation and Indemnity.

(a) The Co-Issuers shall promptly pay to the Trustee from time to time compensation for its acceptance of the Indenture and services hereunder and under the other Related Documents to which the Trustee is a party as the Trustee and the Co-Issuers shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Co-Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services in accordance with the provisions of the Indenture (including, without limitation, the Priority of Payments). Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and outside counsel. The Co-Issuers shall not be required to reimburse any expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. When the Trustee incurs expenses or renders services after an Event of Default or Rapid Amortization Event occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code.

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(b) The Co-Issuers shall jointly and severally indemnify and hold harmless the Trustee or any predecessor Trustee and their respective directors, officers, agents and employees from and against any loss, liability, claim, expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee or such predecessor Trustee), damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with (i) the activities of the Trustee or such predecessor Trustee pursuant to this Base Indenture, any Series Supplement or any other Related Documents to which the Trustee is a party and (ii) the security interest granted hereby, whether arising by virtue of any act or omission on the part of the Co-Issuers or otherwise, including, without limitation, to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding, claim (whether asserted by the Co-Issuers, any Insurer, the Control Party or any Noteholder or any other Person), the enforcing of the Indenture or any other Related Document or the exercise or performance of any of its powers or duties hereunder or under any other Related Document, the preservation of any of its rights to, or the realization upon, any of the Collateral or the enforcement of the provisions of this Section 10.5(b); provided, however, that the Co-Issuers shall not indemnify the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute bad faith or negligence by the Trustee or such predecessor Trustee, as the case may be.

(c) The provisions of this Section 10.5 shall survive the termination of the Indenture and the resignation and removal of the Trustee.

Section 10.6 Replacement of the Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 10.6.

(b) The Trustee may, after giving thirty (30) days prior written notice to the Co-Issuers, the Control Party, the Servicer, each Insurer, each Noteholder, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Control Party or the Majority Noteholders (with the Control Party’s prior written consent) may remove the Trustee at any time by so notifying the Trustee and the Co-Issuers. So long as no Event of Default or Rapid Amortization Event has occurred and is continuing, the Co-Issuers (with the Control Party’s prior written consent) may remove the Trustee at any time. The Co-Issuers (with the Control Party’s prior written consent) shall remove the Trustee if:

(i) the Trustee fails to comply with Section 10.8;

(ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code;

(iii) a custodian or public officer takes charge of the Trustee or its property; or

(iv) the Trustee becomes incapable of acting.

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If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Co-Issuers shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority Noteholders (with the Control Party’s prior written consent) may appoint a successor Trustee to replace the successor Trustee appointed by the Co-Issuers.

(c) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the Co-Issuers, may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d) If the Trustee after written request by the Control Party or any Noteholder fails to comply with Section 10.8, the Control Party or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e) As long as no Insurer Default shall have occurred and be continuing, the Control Party (so long as it is an Insurer) may at any time require the Co-Issuers to remove the Trustee if (i) the Control Party (so long as it is an Insurer) determines that reasonable cause exists for such removal or (ii) in the opinion of independent counsel of recognized standing (A) any payment of principal, premium, if any, or interest in respect of the Collateral would be subject to withholding or deduction for or on account of Taxes, (B) the Trustee would not be entitled to receive a gross-up in respect of such payment and (C) such withholding or deduction could be avoided by appointing a successor Trustee; provided that in the case of clause (ii) above the Co-Issuers shall not be required to remove the Trustee if the Co-Issuers or the Trustee take action which causes the Trustee to avoid such withholding or deduction which is reasonably satisfactory to the Control Party (including the appointment of a co-Trustee). The Control Party may exercise its rights under this Section 10.6(e) by giving written notice to the Co-Issuers and the Trustee, in which case the Co-Issuers shall promptly remove the Trustee and appoint a successor Trustee.

(f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Control Party and the Co-Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuers’ obligations under Section 10.5 shall continue for the benefit of the retiring Trustee.

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Section 10.7 Successor Trustee by Merger, etc.

Subject to Section 10.8, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided that written notice of such consolidation, merger or conversion shall be provided to the Co-Issuers, each Insurer, the Noteholders and each Class A-1 Administrative Agent; provided further that the resulting or successor corporation is eligible to be a Trustee under Section 10.8.

Section 10.8 Eligibility Disqualification.

(a) There shall at all times be a Trustee hereunder which shall (i) be a bank or trust company organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trustee power, (ii) be subject to supervision or examination by federal or state authority, (iii) have a combined capital and surplus of at least $250,000,000 as set forth in its most recent published annual report of condition, (iv) be reasonably acceptable to the Control Party and (v) have a long-term unsecured debt rating of at least “A” and “A2” by Standard & Poors and Moody’s, respectively.

(b) At any time the Trustee shall cease to satisfy the eligibility requirements of Section 10.8(a), the Trustee shall resign immediately in the manner and with the effect specified in Section 10.6.

Section 10.9 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Base Indenture, any Series Supplement or any other Related Document, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Trustee shall have the power upon notice to the Control Party, the Co-Issuers, the Servicer and each Class A-1 Administrative Agent and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and the other Secured Parties, such title to the Collateral, or any part thereof, and, subject to the other provisions of this Section 10.9, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. Any co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 10.8 or shall be otherwise acceptable to the Control Party. No notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 10.6. No co-trustee shall be appointed without the consent of the Control Party and the Co-Issuers unless such appointment is required as a matter of state law or to enable the Trustee to perform its functions hereunder.

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(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) The Notes of each Series shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee;

(ii) All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(iii) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder and such appointment shall not, and shall not be deemed to, constitute any such trustee or co-trustee as an agent of the Trustee; and

(iv) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Base Indenture and the conditions of this Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Base Indenture, any Series Supplement and any other Related Documents to which the Trustee is a party, specifically including every provision of this Base Indenture, any Series Supplement, or any other Related Document which the Trustee is a party relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Control Party and the Co-Issuers.

(d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Base Indenture, any Series Supplement or any other Related Document on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

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Section 10.10 Representations and Warranties of Trustee.

The Trustee represents and warrants to the Co-Issuers, each Insurer and the Noteholders that:

(a) The Trustee is a national banking association, organized, existing and in good standing under the laws of the United States;

(b) The Trustee has full power, authority and right to execute, deliver and perform this Base Indenture, any Series Supplement issued concurrently with this Base Indenture and each other Related Document to which it is a party and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this Base Indenture, any Series Supplement issued concurrently with this Base Indenture and any such other Related Document and to authenticate the Notes;

(c) This Base Indenture and each other Related Document to which it is a party has been duly executed and delivered by the Trustee; and

(d) The Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 10.8.

ARTICLE XI

DISCHARGE OF INDENTURE

Section 11.1 Termination of the Co-Issuers’ and Guarantor’s Obligations.

(a) The Indenture and the G&C Agreement shall cease to be of further effect (except that (i) the Co-Issuers’ obligations under Section 10.5 and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Sections 11.2 and 11.3 and (iii) the Noteholders’ and the Trustee’s obligations under Section 13.13 shall survive) when all Outstanding Notes theretofore authenticated and issued (other than destroyed, lost or stolen Notes which have been replaced or paid) have been delivered to the Trustee for cancellation, the Co-Issuers have paid all sums payable hereunder and under each other Indenture Document, each Insurer has received all amounts due or to become due and payable hereunder or under each applicable Insurance Agreement and all commitments to extend credit under all Variable Funding Note Purchase Agreements have been terminated.

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(b) In addition, except as may be provided to the contrary in any Series Supplement, the Co-Issuers may terminate all of their obligations under the Indenture and all obligations of the Guarantor under the G&C Agreement in respect thereof if:

(i) the Co-Issuers irrevocably deposit in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal, premium, if any, and interest on the Notes to maturity, redemption or prepayment, as the case may be, and to pay all other sums payable by them hereunder and under each other Indenture Document and under any Insurance Agreement; provided, however, that (A) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Notes and such other sums;

(ii) the Co-Issuers deliver to each Insurer (unless no Policy is in effect and all amounts due to all Insurers have been paid in full) and the Trustee an Officer’s Certificate of the Co-Issuers stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel to the same effect;

(iii) the Co-Issuers deliver to the Trustee an Officer’s Certificate of the Co-Issuers stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall have occurred and be continuing on the date of such deposit;

(iv) the Co-Issuers deliver to the Trustee an Opinion of Counsel to the effect that such termination of the Co-Issuers’ and Guarantor’s obligations will not result in the recognition of income or gain by the Noteholders or Note Owners at the time of such termination;

(v) the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such deposit and termination of obligations pursuant to this Section 11.1;

(vi) each Policy has expired or been terminated or canceled by the Trustee in accordance with its terms and the Trustee has returned each such Policy to the applicable Insurer and all amounts due under each applicable Insurance Agreement (including the Insurer Premiums, the Insurer Reimbursements and the Insurer Expenses due but unpaid) have been paid in full; and

(vii) all commitments under all Variable Funding Note Purchase Agreements have been terminated;

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then, the Indenture and the G&C Agreement shall cease to be of further effect (except as provided in this Section 11.1), and the Trustee, on demand of the Co-Issuers, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the G&C Agreement.

(c) In addition, except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with any optional or mandatory prepayment or redemption in full of all Outstanding Notes, may terminate all of their obligations under the Indenture and all obligations of the Guarantor under the G&C Agreement in respect thereof if:

(i) the Co-Issuers irrevocably deposit in trust with the Trustee an amount of funds sufficient to pay, when due, principal, premium, if any, and interest on the Notes to the applicable prepayment or redemption date, as the case may be, and to pay all other sums payable by them hereunder, under each other Indenture Document and under any Insurance Agreement; provided, however, that the Trustee shall have been irrevocably instructed to apply such funds to the payment of such principal, premium, if any, and interest with respect to the Notes and such other sums;

(ii) the Co-Issuers deliver irrevocable notice of prepayment or redemption in full in accordance with the terms of the Indenture with respect to all Outstanding Notes and the date of prepayment or redemption as specified in such notice is not longer than twenty (20) Business Days after the date of such notice;

(iii) the Co-Issuers deliver to each Insurer (unless no Policy is in effect and all amounts due to all Insurers have been paid in full) and the Trustee an Officer’s Certificate of each Co-Issuer stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel to the same effect; and

(iv) all commitments under all Variable Funding Note Purchase Agreements have been terminated and all amounts due and payable thereunder (including all Outstanding Principal Amounts thereunder and all accrued interest and fees thereon) shall have been paid in full, in each case on or before the date such deposit is made;

then the Indenture and the G&C Agreement shall cease to be of further effect (except as provided in this Section 11.1), and the Trustee, on the demand and at the reasonable expense of the Co-Issuers, shall execute proper instruments prepared by the Co-Issuers acknowledging confirmation of and discharge under the Indenture and the G&C Agreement.

(d) After the conditions set forth in Section 11.1(a) or (c) have been met, or after such irrevocable deposit is made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth therein have been met, the Trustee upon request shall acknowledge in writing the discharge of the Co-Issuers’ obligations under the Indenture

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and the G&C Agreement except for those surviving obligations specified above and shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all Collateral and documents then in the custody or possession of the Trustee promptly to the applicable Co-Issuers.

(e) In order to have money available on a payment date to pay principal, and premium, if any, or interest on the Notes and the other sums referred to above, the U.S. Government Obligations shall be payable as to principal, and premium, if any, or interest at least one (1) Business Day before such payment date in such amounts as will provide the necessary money. The U.S. Government Obligations shall not be callable at the issuer’s option.

(f) The representations and warranties set forth in Article VII shall survive for so long as any Series of Notes are Outstanding, and may not be waived with respect to any Series of Notes Outstanding

(g) The Co-Issuers and the Noteholders hereby agree that, if any funds remain on deposit in the Collection Account after the termination of the Indenture and payment of all amounts due to each Insurer, such amounts shall be released by the Trustee and paid to the Co-Issuers.

Section 11.2 Application of Trust Money.

The Trustee or a trustee satisfactory to the Control Party, the Trustee and the Co-Issuers shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 11.1. The Trustee shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent in accordance with this Base Indenture and the other Related Documents to the payment of principal, premium, if any, and interest on the Notes and the other sums referred to above. The provisions of this Section 11.2 shall survive the expiration or earlier termination of the Indenture.

Section 11.3 Repayment to the Co-Issuers.

(a) The Trustee and the Paying Agent shall promptly pay to the Co-Issuers upon written request any excess money or, pursuant to Sections 2.10 and 2.14, return any Notes held by them at any time.

(b) Subject to Section 2.6(c), the Trustee and the Paying Agent shall pay to the Co-Issuers upon written request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years after the date upon which such payment shall have become due.

(c) The provisions of this Section 11.3 shall survive the expiration or earlier termination of the Indenture.

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Section 11.4 Reinstatement.

If the Trustee is unable to apply any funds received under this Article XI by reason of any proceeding, order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Co-Issuers’ obligations under the Indenture, the other Indenture Documents or any Insurance Agreement and in respect of the Notes and the Guarantor’s obligations under the G&C Agreement shall be revived and reinstated as though no deposit had occurred, until such time as the Trustee is permitted to apply all such funds or property in accordance with this Article XI. If the Co-Issuers or the Guarantor make any payment of principal, premium or interest on any Notes or any other sums under the Indenture Documents and any Insurance Agreement while such obligations have been reinstated, the Co-Issuers and the Guarantor shall be subrogated to the rights of the Noteholders or Note Owners or other Secured Parties who received such funds or property from the Trustee to receive such payment in respect of the Notes.

ARTICLE XII

AMENDMENTS

Section 12.1 Without Consent of the Noteholders.

(a) Without the consent of any Noteholder or any other Secured Party, the Co-Issuers and the Trustee, with the consent of the Control Party, at any time and from time to time, may enter into one or more Supplements hereto, in form satisfactory to the Trustee, for any of the following purposes:

(i) to create a new Series of Notes; provided, however, that the consent of the Control Party is only necessary to the extent required by Section 2.2;

(ii) to add to the covenants of the Securitization Entities for the benefit of any Noteholders or any other Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon the Securitization Entities; provided, however, that no Co-Issuer will pursuant to this Section 12.1(a)(ii) surrender any right or power it has under the Related Documents;

(iii) to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as security for the Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Co-Issuers, the Control Party and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee;

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(iv) to cure any ambiguity, defect or inconsistency or to correct or supplement any provision contained herein or in any Supplement or in any Notes issued hereunder or in the G&C Agreement or any other Indenture Document to which the Trustee is a party;

(v) to provide for uncertificated Notes in addition to certificated Notes;

(vi) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

(vii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of the Indenture or the G&C Agreement as shall be necessary to provide for or facilitate the administration of the trusts hereunder or thereunder by more than one Trustee; or

(viii) to correct or supplement any provision herein or in any Supplement or in the G&C Agreement or any other Indenture Document to which the Trustee is a party which may be inconsistent with any other provision herein or therein or to make consistent any other provisions with respect to matters or questions arising under this Base Indenture or in any Supplement, in the G&C Agreement or any other Indenture Document to which the Trustee is a party;

provided, however, that, as evidenced by an Opinion of Counsel delivered to the Trustee and the Control Party, such action shall not adversely affect in any material respect the interests of any Noteholder, any Note Owner or any other Secured Party.

(b) Upon the request of the Co-Issuers and receipt by the Control Party and the Trustee of the documents described in Section 2.2 and delivery by the Control Party of its consent thereto to the extent required by Section 2.2, the Trustee shall join with the Co-Issuers in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.

Section 12.2 With Consent of the Noteholders.

(a) Except as provided in Section 12.1, the provisions of this Base Indenture, the G&C Agreement, any Supplement and any other Indenture Document to which the Trustee is a party (unless otherwise provided in such Supplement) may from time to time be amended, modified or waived, if such amendment, modification or waiver

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is in writing in a Supplement and consented to in writing by the Control Party. Notwithstanding the foregoing:

(i) any amendment, waiver or other modification that would reduce the percentage of the Aggregate Outstanding Principal Amount or the Outstanding Principal Amount of any Series of Notes, the consent of the Noteholders of which is required for any Supplement under this Section 12.2 or the consent of the Noteholders of which is required for any waiver of compliance with the provisions of the Indenture or any other Related Document or defaults hereunder or thereunder and their consequences provided for in herein and therein or for any other action hereunder or thereunder, shall require the consent of the Control Party and each affected Noteholder;

(ii) any amendment, waiver or other modification that would permit the creation of any Lien ranking prior to or on a parity with the Lien created by the Indenture, the G&C Agreement or any other Related Documents with respect to any part of the Collateral or, except as otherwise permitted by the Related Documents, terminate the Lien created by the Indenture, the G&C Agreement or any other Related Documents on any portion of the Collateral at any time subject thereto or deprive any Secured Party of the security provided by the Lien created by the Indenture, the G&C Agreement or any other Related Documents shall require the consent of the Control Party, each affected Noteholder and each other affected Secured Party;

(iii) any amendment, waiver or other modification that would (A) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of, premium, if any, or interest on any Note or of the other Obligations (or reduce the principal amount of, premium, if any, or rate of interest on any Note and the other Obligations); provided that the Control Party shall have the option, in its sole discretion, to waive the requirement set forth in Section 8.16(a) that Real Estate Asset Disposition Proceeds described in clause (ii) of such Section be Reinvested within 180 days of the applicable Real Estate Asset Disposition; (B) affect adversely the interests, rights or obligations of any Noteholder or any other Secured Party individually in comparison to any other Noteholder or any other Secured Party; (C) change the provisions of the Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral, including, without limitation, the Priority of Payments; provided that the Control Party shall have the option, in its sole discretion, to amend or otherwise modify the number of days in each Interim Collection Period and the percentage of amounts that are allocated on each Interim Allocation Date pursuant to the definitions of “Accrued Insurer Premiums Amount,” “Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount,” “Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount,” “Senior Notes Accrued Monthly Insured Interest Amount,” “Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount,” “Senior Notes Accrued Scheduled Principal Payments Amount,” “Subordinated Notes Accrued Monthly Interest Amount,” “Subordinated Notes Accrued Monthly Post-ARD Contingent

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Uninsured Interest Amount” or “Subordinated Notes Accrued Scheduled Principal Payments Amount”; (D) change any place of payment where, or the coin or currency in which, any Notes and the other Obligations or the interest thereon is payable; (E) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes and the other Obligations on or after the respective due dates thereof; (F) subject to the ability of the Control Party to waive certain events as set forth in Section 9.7, amend or otherwise modify any of the following definitions: “Default,” “Event of Default,” “Potential Rapid Amortization Event,” “Rapid Amortization Event” or “Insurer Default” (as defined in the Base Indenture or any applicable Series Supplement) or (G) amend, waive or otherwise modify this Section 12.2, shall require the consent of the Control Party, each affected Noteholder and each other affected Secured Party;

(iv) any amendment, waiver or other modification that would release any Insurer from all or any part of its obligation to make each and every payment under any Policy that it has issued shall require the consent of the Control Party and each affected Noteholder;

(v) any amendment, waiver or other modification that would change the time periods with respect to any requirement to deliver to Noteholders notice with respect to any repayment, prepayment or redemption shall require the consent of the Control Party and each affected Noteholder; and

(vi) any amendment, waiver or other modification that would (A) change the provisions of the Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral, including, without limitation, the Priority of Payments, (B) amend or otherwise modify the definition of “Subordinated Debt Provisions” (as defined in the Base Indenture or any applicable Series Supplement) or the proviso at the end of the first sentence of Section 9.7, (C) amend, waive or otherwise modify any Series Supplement or (D) amend, waive or otherwise modify this Section 12.2(a)(vi) shall require the consent of each affected Insurer.

(b) No failure or delay on the part of any Noteholder, the Trustee or any other Secured Party in exercising any power or right under the Indenture or any other Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.

(c) The express requirement, in any provision hereof, that the Rating Agency Condition be satisfied as a condition to the taking of a specified action, shall not be amended, modified or waived by the parties hereto without satisfying the Rating Agency Condition.

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Section 12.3 Supplements.

Each amendment or other modification to the Indenture, the Notes or the G&C Agreement shall be set forth in a Supplement, a copy of which shall be delivered to the Rating Agencies by the Co-Issuers. The initial effectiveness of each Supplement shall be subject to the delivery to the Control Party and the Trustee of an Opinion of Counsel that such Supplement is authorized or permitted by this Base Indenture and the conditions precedent set forth herein with respect thereto have been satisfied. In addition to the manner provided in Sections 12.1 and 12.2, each Series Supplement may be amended as provided in such Series Supplement.

Section 12.4 Revocation and Effect of Consents.

Until an amendment or waiver becomes effective, a consent to it by a Noteholder of a Note is a continuing consent by the Noteholder and every subsequent Noteholder of a Note or portion of a Note that evidences the same debt as the consenting Noteholder’s Note, even if notation of the consent is not made on any Note. Any such Noteholder or subsequent Noteholder, however, may revoke the consent as to his Note or portion of a Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Noteholder. The Co-Issuers may fix a record date for determining which Noteholders must consent to such amendment or waiver.

Section 12.5 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated. The Co-Issuers, in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.

Section 12.6 The Trustee to Sign Amendments, etc.

The Trustee shall sign any Supplement authorized pursuant to this Article XII if the Supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such Supplement, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 10.1, shall be fully protected in relying upon, an Officer’s Certificate of the Co-Issuers and an Opinion of Counsel as conclusive evidence that such Supplement is authorized or permitted by this Base Indenture and that all conditions precedent have been satisfied, and that it will be valid and binding upon the Co-Issuers and the Guarantor in accordance with its terms.

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Section 12.7 Control Party Amendments and Waiver Fees.

Any fees payable by the Co-Issuers to the Control Party in connection with any amendment, waiver or other modification of the Indenture or the other Related Documents shall be paid by the Co-Issuers pro rata to each Insurer in respect of which an Insurer Default has not occurred and is continuing.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 Notices.

(a) Any notice or communication by the Co-Issuers, the Servicer, the initial Insurer or the Trustee to any other party hereto shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to such other party’s address:

If to the Master Issuer:

Sonic Capital LLC

300 Johnny Bench Drive

Oklahoma City, OK 73104

Attention: General Counsel

Facsimile: 405-225-4035

If to the Franchise Assets Holder:

Sonic Industries Franchising LLC

300 Johnny Bench Drive

Oklahoma City, OK 73104

Attention: General Counsel

Facsimile: 405-225-4035

If to ADIC Holdco:

America’s Drive-In Holding Inc.

3500 North Rock Road

Building 1100

Wichita, KS 67226

Attention: General Counsel

Facsimile: 316-681-0153

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If to the IP Holder:

America’s Drive-In Brand Properties LLC

3500 North Rock Road

Building 1100

Wichita, KS 67226

Attention: General Counsel

Facsimile: 316-681-0153

If to New ADIC:

America’s Drive-In Restaurants LLC

3500 North Rock Road

Building 1100

Wichita, KS 67226

Attention: General Counsel

Facsimile: 316-681-0153

If to SRI Real Estate Holdco:

SRI Real Estate Holding LLC

300 Johnny Bench Drive

Oklahoma City, OK 73104

Attention: General Counsel

Facsimile: 405-225-4035

If to SRI Real Estate Assets Holder:

SRI Real Estate Properties LLC

300 Johnny Bench Drive

Oklahoma City, OK 73104

Attention: General Counsel

Facsimile: 405-225-4035

If to the Servicer:

Sonic Industries Services Inc.

300 Johnny Bench Drive

Oklahoma City, OK 73104

Attention: General Counsel

Facsimile: 405-225-5973

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with a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Stuart Fleischmann

Facsimile: 212-848-8179

If to any Co-Issuer with a copy to:

Sonic Industries Services Inc.

300 Johnny Bench Drive

Oklahoma City, OK 73104

Attention: General Counsel

Facsimile: 405-225-5973

and

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Stuart Fleischmann

Facsimile: 212-848-8179

If to the initial Insurer:

Ambac Assurance Corporation

One State Street Plaza

New York, New York 10004

Attention: Bracken Gardner

Telephone: 212-208-3379

Facsimile: 212-208-3509

E-mail: bgardner@ambac.com

              bfeit@ambac.com

              kgraham@ambac.com

              abs&conduitprmg@ambac.com

with a copy to:

Jones Day

222 E. 41st Street

New York, NY 10017

Attention: Ronald Gross

Facsimile: 212-755-7306

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If to the Trustee:

Citibank, N.A.

388 Greenwich Street

14th Floor

New York, NY 10013

Attention: Agency & Trust – Sonic

Facsimile: 212-816-5527

If to Moody’s:

Moody’s Investors Service, Inc.

99 Church Street, 4th Floor

New York, NY 10007

Attention: ABS Monitoring Department

Facsimile: 212-553-0573

with a copy of all notices pertaining to other indebtedness:

Moody’s Investors Services, Inc.

99 Church Street, 4th Floor

New York, NY 10007

Attention: Asset Finance Group – Team Managing Director

If to Standard & Poor’s:

Standard & Poor’s Rating Services

55 Water Street, 42nd Floor

New York, NY 10041-0003

Attention: ABS Surveillance Group – New Assets

E-mail: Servicer_reports@sandp.com

If to an additional Insurer: At the address provided in the applicable Policy.

If to an Enhancement Provider or an Interest Rate Hedge Provider: At the address provided in the applicable Enhancement Agreement or the applicable Interest Rate Hedge Agreement.

(b) The Co-Issuers, each Insurer or the Trustee by notice to each other party may designate additional or different addresses for subsequent notices or communications; provided, however, the Co-Issuers may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

(c) Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five

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days after the date that such notice is mailed, (iii) delivered by facsimile shall be deemed given on the date of delivery of such notice and (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier.

(d) Notwithstanding any provisions of the Indenture to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to the Indenture, the Notes or any other Related Document.

(e) If any Co-Issuer delivers a notice or communication to Noteholders, it shall deliver a copy to the Control Party and the Trustee at the same time.

(f) Where the Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if sent in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed (if any) for the giving of such notice. In any case where notice to a Noteholder is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Where the Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. If by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 13.2 Communication by Noteholders With Other Noteholders.

Noteholders may communicate with other Noteholders with respect to their rights under the Indenture or the Notes.

Section 13.3 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Co-Issuers to the Control Party or the Trustee to take any action under the Indenture or any other Related Document, the Co-Issuers to the extent requested by the Control Party or the Trustee shall furnish to the Control Party and the Trustee (a) an Officer’s Certificate of the Co-Issuers in form and substance reasonably satisfactory to the Control Party and the Trustee (which shall include the statements set forth in Section 13.4) stating that, in the opinion of the Authorized Officers executing such certificate, all conditions precedent and covenants, if any, provided for in the Indenture or such other Related Documents relating to the proposed action have been complied with and (b) an Opinion of Counsel confirming the same. Such Opinion of Counsel shall be at the expense of the Co-Issuers.

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Section 13.4 Statements Required in Certificate.

Each certificate with respect to compliance with a condition or covenant provided for in the Indenture or any other Related Document shall include:

(a) a statement that the Person giving such certificate has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based;

(c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to reach an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not such condition or covenant has been complied with.

Section 13.5 Rules by the Trustee.

The Trustee may make reasonable rules for action by or at a meeting of Noteholders.

Section 13.6 Benefits of Indenture.

Except as set forth in a Series Supplement, nothing in this Base Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders and the other Secured Parties, any benefit or any legal or equitable right, remedy or claim under the Indenture. Each Insurer shall be deemed to be a third-party beneficiary of this Base Indenture and each applicable Series Supplement.

Section 13.7 Payment on Business Day.

In any case where any Payment Date, redemption date or maturity date of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of interest or principal (and premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Payment Date, redemption date or maturity date; provided, however, that no interest shall accrue for the period from and after such Payment Date, redemption date or maturity date, as the case may be.

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Section 13.8 Governing Law.

THIS BASE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 13.9 Successors.

All agreements of each of the Co-Issuers in the Indenture, the Notes and each other Related Document to which it is a party shall bind its successors and assigns; provided, however, no Co-Issuer may assign its obligations or rights under the Indenture or any Related Document, except with the written consent of the Control Party. All agreements of the Trustee in the Indenture shall bind its successors.

Section 13.10 Severability.

In case any provision in the Indenture, the Notes or any other Related Document shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.11 Counterpart Originals.

The parties may sign any number of copies of this Base Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 13.12 Table of Contents, Headings, etc.

The Table of Contents and headings of the Articles and Sections of the Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.13 No Bankruptcy Petition Against the Securitization Entities.

Each of the Noteholders, the Trustee and the other Secured Parties hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not 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; provided, however, that nothing in this Section 13.13 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. In the event that any such Noteholder or Secured Party or the Trustee takes action in violation of this Section 13.13, each affected Securitization Entity shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Noteholder or Secured Party or the Trustee against such Securitization Entity or the commencement of

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such action and raising the defense that such Noteholder or Secured Party or the Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 13.13 shall survive the termination of the Indenture and the resignation or removal of the Trustee. Nothing contained herein shall preclude participation by any Noteholder or any other Secured Party or the Trustee in the assertion or defense of its claims in any such proceeding involving any Securitization Entity.

Section 13.14 Recording of Indenture.

If the Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Co-Issuers and at their expense accompanied by an Opinion of Counsel (which may be counsel to the Co-Issuers, the Trustee or any other counsel reasonably acceptable to the Control Party and the Trustee) to the effect that such recording is necessary either for the protection of the Noteholders, the other Secured Party or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Trustee under the Indenture.

Section 13.15 Waiver of Jury Trial.

EACH OF THE CO-ISSUERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS BASE INDENTURE, THE NOTES, THE OTHER RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Section 13.16 Submission to Jurisdiction; Waivers.

Each of the Co-Issuers and the Trustee hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to the Indenture and the other Related Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Co-Issuers or the Trustee, as the case may be, at its address set forth in Section 13.1 or at such other address of which the Trustee shall have been notified pursuant thereto;

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(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.16 any special, exemplary, punitive or consequential damages.

Section 13.17 Permitted Asset Dispositions; Release of Collateral.

After consummation of a Permitted Assets Disposition, upon request of the Co-Issuers, the Trustee, at the written direction of the Control Party, shall execute and deliver to the Co-Issuers any and all documentation reasonably requested and prepared by the Co-Issuers at their expense to effect or evidence the release by the Trustee of the Secured Parties’ security interest in the property disposed of in connection with such Permitted Asset Disposition.

Section 13.18 Entire Agreement. This Base Indenture, together with the exhibits, annexes and schedules hereto and the other Related Documents, contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and writings with respect thereto.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the Co-Issuers and the Trustee have caused this Base Indenture to be duly executed by its respective duly authorized officer as of the day and year first written above.

SONIC CAPITAL LLC, as Co-Issuer
By:	/s/ W. Scott McLain
Name:	W. Scott McLain
Title:	President
SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer
By:	/s/ W. Scott McLain
Name:	W. Scott McLain
Title:	President
AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President
AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President

[Signature Page to the Base Indenture]

SRI REAL ESTATE HOLDING LLC, as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President
SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President
CITIBANK, N.A., in its capacity as Trustee and as Securities Intermediary
By:	/s/ Kristen Driscoll
Name:	Kristen Driscoll
Title:	Vice President

[Signature Page to the Base Indenture]

ANNEX A

BASE INDENTURE DEFINITIONS LIST

“ABS Leverage Ratio” means, as of the date of determination, the ratio of (i) the aggregate principal amount of each Series of Notes Outstanding (provided that, with respect to each Series of Class A-1 Senior Notes Outstanding, the aggregate principal amount of each such Series of Notes shall be deemed to be the Class A-1 Senior Notes Maximum Principal Amount for each such Series) to (ii) Historical Consolidated EBITDA as of such date.

“Account Agreement” means each agreement, if any, governing the establishment and maintenance of the Lock Box Account, the Concentration Account, the IP Holder Operating Account or any other Securitization Entity Operating Account or any other Base Indenture Account or Series Account to the extent that any such account is not held at the Trustee.

“Account Control Agreement” means each control agreement pursuant to which the Trustee is granted the right to control deposits and withdrawals from, or otherwise to give instructions or entitlement orders in respect of, a deposit and/or securities account and any Lock-Box related thereto, including, without limitation, with respect to the Lock-Box Account, the Concentration Account and the IP Holder Operating Account and any other Securitization Entity Operating Account.

“Accounting Date” means the date three (3) Business Days prior to each Payment Date. Any reference to an Accounting Date relating to a Payment Date means the Accounting Date occurring in the same calendar month as the Payment Date and any reference to an Accounting Date relating to a Monthly Collection Period means the Monthly Collection Period most recently ended prior to such Accounting Date.

“Accrued Insurer Premiums Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 37.5% of the Insurer Premiums for all Classes of Insured Senior Notes for each Interest Period ending in the next succeeding Monthly Collection Period and (B) the Accrued Insurer Premiums Make-Up Amount for such Interim Allocation Date, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 50% of the Insurer Premiums for all Classes of Insured Senior Notes for each Interest Period ending in the next succeeding Monthly Collection Period, (B) the Carryover Accrued Insurer Premiums Amount for such Interim Allocation Date and (C) the Accrued Insurer Premiums Make-Up Amount for such Interim Allocation Date and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) the amount by which (i) the Insurer Premiums for all Classes of Insured Senior Notes for each Interest Period ending in the next succeeding Monthly Collection Period exceeds (ii) the aggregate amount previously allocated to the Insurer Premiums Account on each preceding Interim Allocation Date with respect to such Monthly Collection Period and (B) the Accrued Insurer Premiums Make-Up Amount for such Interim Allocation Date.

“Accrued Insurer Premiums Make-Up Amount” means, with respect to any Interim Allocation Date that occurs on or after a Payment Date on which amounts are withdrawn from the Insurer Premiums Account pursuant to Section 5.11(c) of the Base Indenture to cover any Class A-1 Senior Notes Insurer Premiums Adjustment Amount, (a) for the first such Interim Allocation Date, the amount, if any, which has been withdrawn therefrom and (b) for any subsequent Interim Allocation Date, the amount, if any, by which (i) the amount withdrawn therefrom exceeds (ii) the amount repaid to the Insurer Premiums Account on any previous Interim Allocation Date pursuant to clause (a) above or this clause (b) until the amount withdrawn therefrom has been repaid.

“Additional Class A-1 Senior Notes Commitment Fees Shortfall Interest” has the meaning set forth in Section 5.11(e) of the Base Indenture.

“Additional Senior Notes Insured Interest Shortfall Interest” has the meaning set forth in Section 5.11(b) of the Base Indenture.

“Additional Subordinated Notes Interest Shortfall Interest” shall have the meaning set forth in Section 5.11(h) of the Base Indenture.

“ADIC Holdco” means America’s Drive-In Holding Inc., a Kansas corporation, and its successors and assigns.

“ADIC Holdco By-Laws” means the by-laws of ADIC Holdco, as amended, supplemented or modified from time to time.

“ADIC Holdco Certificate of Incorporation” means the amended and restated articles of incorporation of ADIC Holdco, dated as of December 19, 2006, as amended by the certificate of amendment to articles of incorporation of ADIC Holdco, dated as of December 20, 2006, as further amended, supplemented or otherwise modified from time to time.

“ADIC Holdco Charter Documents” means the ADIC Holdco By-Laws and the ADIC Holdco Certificate of Incorporation.

“Advertising Cooperative” means an advertising cooperative established in a “designated market area” to promote and further the interests of Drive-Ins in such “designated market area” through the use of combined advertising contributions and with a membership comprised of Franchisees having a Drive-In in such “designated market area”.

“Advertising Co-Op Fees” means fees payable to an Advertising Cooperative by members of the Advertising Cooperative pursuant to the requirements set by the Advertising Cooperative in accordance with the terms of the Franchise Arrangements.

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“Advertising Fees” means any fees payable by the Franchisees (including the Sonic Partnerships) pursuant to the Franchise Arrangements to be used by any “franchisor” for advertising activities in accordance with the terms of the Franchise Arrangements.

“Advertising Fund” means the fund administered by the Servicer, on behalf of the Franchisor and the Franchise Assets Holder, in accordance with the Servicing Agreement, to which the Franchisees (including the Sonic Partnerships) pay Advertising Fees.

“Advertising Fund Account” means deposit account no. 4009575044 entitled “BancFirst – Sonic Industries Inc. Advertising Fund in Trust for the Benefit of the Franchisees on Behalf of SI LLC and SIF LLC” maintained at BancFirst in the name of the Servicer, on behalf of the Franchisor and the Franchise Assets Holder, for the benefit of the Franchisees at a Qualified Institution into which the Servicer causes Advertising Fees to be deposited or any successor deposit account established by the Servicer for such purpose pursuant to the Servicing Agreement.

“Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and “controlled” and “controlling” have meanings correlative to the foregoing.

“After-Acquired IP Assets” means any intellectual property throughout the world created, developed or acquired by or on behalf of, and owned by the IP Holder after the Initial Closing Date.

“Agent” means any Registrar or Paying Agent.

“Aggregate Outstanding Principal Amount” means the sum of the Outstanding Principal Amounts with respect to all Series of Notes.

“Ambac” means Ambac Assurance Corporation, a Wisconsin stock insurance corporation, and its successors and assigns.

“Annual Noteholders’ Tax Statement” has the meaning set forth in Section 4.2 of the Base Indenture.

“Applicants” has the meaning set forth in Section 2.7(a) of the Base Indenture.

“Asset Disposition” means any Real Estate Asset Disposition or any other asset disposition permitted pursuant to Section 8.16 of the Base Indenture.

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“Asset Disposition Proceeds” means (a) any Real Estate Asset Disposition Proceeds or (b) the gross proceeds received from any Asset Disposition (other than a Real Estate Asset Disposition).

“Assignable “ means, with respect to any agreement, that (a) the terms of such agreement do not prohibit or restrict, or require the consent of any Person with respect to, the assignment of such agreement, (b) the assignment of such agreement will not result in the violation of the terms of such agreement, any applicable Requirements of Law or any other Contractual Obligation of the assignor and (c) the assignment of such agreement is enforceable against the account debtor thereunder under all applicable Requirements of Law, including each applicable UCC.

“Assignment” means any assignment delivered in accordance with the terms of the IP Assets Contribution Agreement.

“Assignment of Rents” means any grant of a security interest in all of the right, title and interest in and to any leases and rents of any Owned Property, as included in each Mortgage.

“Authorized Insurer Representative” means a Managing Director, Director, First Vice President, General Counsel or Assistant General Counsel of any Insurer or any other officer, employee or other agent of such Insurer who is authorized to give or receive instructions or notices or otherwise to act under the Indenture and the Related Documents on behalf of such Insurer.

“Authorized Officer” means, as to any Person, any of the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of such Person.

“Available Cash Trap Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Cash Trap Reserve Account.

“Available Senior Notes Interest Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Senior Notes Interest Reserve Account.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et seq.

“Base Indenture” means the Base Indenture, dated as of December 20, 2006, by and among the Co-Issuers and the Trustee, as amended, supplemented or otherwise modified from time to time, exclusive of any Series Supplements.

“Base Indenture Account” means any account or accounts authorized and established pursuant to the Base Indenture for the benefit of the Secured Parties or any thereof, including, without limitation, each account established pursuant to Article V of the Base Indenture.

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“Base Indenture Definitions List” has the meaning set forth in Section 1.1 of the Base Indenture.

“Book-Entry Notes” means beneficial interests in the Notes of any Series, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 2.12 of the Base Indenture; provided that, after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes shall replace Book-Entry Notes.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in Oklahoma City, Oklahoma or New York, New York.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of the Related Documents, the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capped Class A-1 Senior Notes Administrative Expenses Amount” means, for each Interim Allocation Date with respect to any Monthly Collection Period, an amount equal to the lesser of (a) the Class A-1 Senior Notes Administrative Expenses that have become due and payable prior to such Interim Allocation Date and have not been previously paid and (b) the amount by which (i) $250,000 exceeds (ii) the aggregate amount of Class A-1 Senior Notes Administrative Expenses previously paid on each preceding Interim Allocation Date that occurred (x) in the case of a Interim Allocation Date occurring during the annual period following the Initial Closing Date and ending on the first anniversary of the Initial Closing Date, since the Initial Closing Date and (y) in the case of a Interim Allocation Date occurring during any other annual period beginning with the annual period following the first anniversary of the Initial Closing Date, since the most recent anniversary of the Initial Closing Date.

“Capped Securitization Operating Expenses Amount” means, for any Interim Allocation Date with respect to any Monthly Collection Period, an amount equal to the lesser of (a) the Securitization Operating Expenses that have become due and payable prior to such Interim Allocation Date and have not been previously paid and (b) the amount by which (i) $500,000 exceeds (ii) the aggregate amount of Securitization Operating Expenses previously paid on each preceding Interim Allocation Date that occurred (x) in the case of a Interim Allocation Date occurring during the annual period following the Initial Closing Date and ending on the first anniversary of the Initial Closing Date, since the Initial Closing Date and (y) in the case of an Interim Allocation Date occurring during any other annual period beginning with the annual period following the first anniversary of the Initial Closing Date, since the most recent anniversary of the Initial Closing Date; provided, however, that any Mortgage

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Recordation Fees shall be paid at clause (iii) of the Priority of Payments without regard to whether the amount set forth in clause (b)(ii) above exceeds $500,000 on any such Interim Allocation Date.

“Carryover Accrued Insurer Premiums Amount” means, (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period, the amount, if any, by which (i) the amount allocated to the Insurer Premiums Account on the immediately preceding Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Accrued Insurer Premiums Amount for such immediately preceding Interim Allocation Date.

“Carryover Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount” means (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period the amount, if any, by which (i) the amount allocated to the Class A-1 Senior Notes Commitment Fees Account with respect to Class A-1 Senior Notes Monthly Commitment Fees on the immediately preceding Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount for such immediately preceding Interim Allocation Date.

“Carryover Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount” means (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period the amount, if any, by which (i) the amount allocated to the Senior Notes Uninsured Interest Account with respect to Class A-1 Senior Notes Monthly Uninsured Interest on the immediately preceding Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount for such immediately preceding Interim Allocation Date.

“Carryover Senior Notes Accrued Monthly Insured Interest Amount” means (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period the amount, if any, by which (i) the amount allocated to the Senior Notes Interest Account with respect to Senior Notes Monthly Insured Interest on the immediately preceding Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Senior Notes Accrued Monthly Insured Interest Amount for such immediately preceding Interim Allocation Date.

“Carryover Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount” means (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period the amount, if any, by which (i) the amount allocated to the Senior Notes Uninsured Interest Account with respect to Senior Notes Monthly Post-ARD Contingent Uninsured Interest on the immediately preceding

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Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount for such immediately preceding Interim Allocation Date.

“Carryover Senior Notes Accrued Scheduled Principal Payments Amount” means, (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period the amount, if any, by which (i) the amount allocated to the Senior Notes Principal Payments Account with respect to Senior Notes Scheduled Principal Payments on the immediately preceding Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Senior Notes Accrued Scheduled Principal Payments Amount for such immediately preceding Interim Allocation Date.

“Carryover Subordinated Notes Accrued Monthly Interest Amount” means (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period the amount, if any, by which (i) the amount allocated to the Subordinated Notes Interest Account with respect to Subordinated Notes Monthly Interest on the immediately preceding Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Subordinated Notes Accrued Monthly Interest Amount for such immediately preceding Interim Allocation Date.

“Carryover Subordinated Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount” means (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period the amount, if any, by which (i) the amount allocated to the Subordinated Notes Uninsured Interest Account with respect to Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest on the immediately preceding Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Subordinated Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount for such immediately preceding Interim Allocation Date.

“Carryover Subordinated Notes Accrued Scheduled Principal Payments Amount” means, (a) for the first Interim Allocation Date with respect to any Monthly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Monthly Collection Period the amount, if any, by which (i) the amount allocated to the Subordinated Notes Principal Payments Account with respect to Subordinated Notes Scheduled Principal Payments on the immediately preceding Interim Allocation Date with respect to such Monthly Collection Period was less than (ii) the Subordinated Notes Accrued Scheduled Principal Amount for such immediately preceding Interim Allocation Date.

“Cash Trap Reserve Account” has the meaning set forth in Section 5.4(a) of the Base Indenture.

“Cash Trapping Amount” means, for any Interim Allocation Date during a Cash Trapping Period, the aggregate of all amounts required to be deposited in the Cash Trap Reserve Account on such Interim Allocation Date pursuant to any Series Supplement.

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“Cash Trapping Period” means any period designated as a “Cash Trapping Period” pursuant to the terms of any Series Supplement.

“Cash Trapping Release Amount” means the aggregate amount of funds on deposit in the Cash Trap Reserve Account that are required to be released pursuant to the terms of any Series Supplement.

“Cash Trapping Release Event Date” means any date on which any amount on deposit in the Cash Trap Reserve Account is required to be released pursuant to the terms of any Series Supplement.

“Charter Documents” means any of the Co-Issuers Charter Documents or the Franchisor Charter Documents.

“Class” means, with respect to any Series of Notes, any one of the classes of Notes of such Series as specified in the applicable Series Supplement.

“Class A-1 Administrative Agent” means, with respect to any Class of Class A-1 Senior Notes, the Person identified as the “Class A-1 Administrative Agent” in the applicable Series Supplement.

“Class A-1 Senior Notes” means any Notes alphanumerically designated as “Class A-1” pursuant to the Series Supplement applicable to such Class of Notes.

“Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 37.5% of the Class A-1 Senior Notes Aggregate Monthly Commitment Fees for each Interest Period ending in the next succeeding Monthly Collection Period and (B) the Class A-1 Senior Notes Commitment Fee Make-Up Amount for such Interim Allocation Date, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 50% of the Class A-1 Senior Notes Aggregate Monthly Commitment Fees for each Interest Period ending in the next succeeding Monthly Collection Period, (B) the Carryover Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount for such Interim Allocation Date and (C) the Class A-1 Senior Notes Commitment Fee Make-Up Amount for such Interim Allocation Date and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) the amount by which (i) the Class A-1 Senior Notes Aggregate Monthly Commitment Fees for each Interest Period ending in the next succeeding Monthly Collection Period exceed (ii) the aggregate amount previously allocated to the Class A-1 Senior Notes Commitment Fees Account with respect to Class A-1 Senior Notes Aggregate Monthly Commitment Fees on each preceding Interim Allocation Date with respect to such Monthly Collection Period and (B) the Class A-1 Senior Notes Commitment Fee Make-Up Amount for such Interim Allocation Date.

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“Class A-1 Senior Notes Commitment Fee Make-Up Amount” means, with respect to any Interim Allocation Date that occurs on or after a Payment Date on which amounts are withdrawn from the Class A-1 Senior Notes Commitment Fees Account pursuant to Section 5.11(d) of the Base Indenture to cover any Class A-1 Senior Notes Commitment Fee Adjustment Amount, (a) for the first such Interim Allocation Date, the amount, if any, which has been withdrawn therefrom and (b) for any subsequent Interim Allocation Date, the amount, if any, by which (i) the amount withdrawn therefrom exceeds (ii) the amount repaid to the Class A-1 Senior Notes Commitment Fees Account on any previous Interim Allocation Date pursuant to clause (a) above or this clause (b) until the amount withdrawn therefrom has been repaid.

“Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to 37.5% of the Class A-1 Senior Notes Aggregate Monthly Uninsured Interest for each Interest Period ending in the next succeeding Monthly Collection Period, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 50% of the Class A-1 Senior Notes Aggregate Monthly Uninsured Interest for each Interest Period ending in the next succeeding Monthly Collection Period and (B) the Carryover Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount for such Interim Allocation Date and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the amount by which (A) the Class A-1 Senior Notes Aggregate Monthly Uninsured Interest for each Interest Period ending in the next succeeding Monthly Collection Period exceeds (B) the aggregate amount previously allocated to the Senior Notes Uninsured Interest Account with respect to Class A-1 Senior Notes Monthly Uninsured Interest on each preceding Interim Allocation Date with respect to such Monthly Collection Period.

“Class A-1 Senior Notes Administrative Expenses” means all amounts due and payable pursuant to any Variable Funding Note Purchase Agreement that are identified as “Class A-1 Senior Notes Administrative Expenses” in the applicable Series Supplement.

“Class A-1 Senior Notes Aggregate Monthly Commitment Fees” means, for any Interest Period, with respect to all Class A-1 Senior Notes Outstanding, the aggregate amount of Class A-1 Senior Notes Monthly Commitment Fees due and payable on all such Class A-1 Senior Notes with respect to such Interest Period.

“Class A-1 Senior Notes Aggregate Monthly Uninsured Interest” means, for any Interest Period, with respect to all Class A-1 Senior Notes Outstanding, the aggregate amount of Class A-1 Senior Notes Monthly Uninsured Interest due and payable on all such Class A-1 Senior Notes with respect to such Interest Period.

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“Class A-1 Senior Notes Commitment Fee Adjustment Amount” means, for any Class of Class A-1 Senior Notes for any Interest Period, the aggregate amount, if any, for such Interest Period that is identified as the “Class A-1 Senior Notes Commitment Fee Adjustment Amount” in the applicable Series Supplement.

“Class A-1 Senior Notes Commitment Fees Shortfall Amount” has the meaning set forth in Section 5.11(e) of the Base Indenture.

“Class A-1 Senior Notes Commitment Fees Account” has the meaning set forth in Section 5.6 of the Base Indenture.

“Class A-1 Senior Notes Insured Interest Adjustment Amount” means, for any Class of Class A-1 Senior Notes for any Interest Period, the aggregate amount, if any, for such Interest Period that is identified as a “Class A-1 Senior Notes Insured Interest Adjustment Amount” in the applicable Series Supplement.

“Class A-1 Senior Notes Insurer Premiums Adjustment Amount” means, for any Class of Class A-1 Senior Notes for any Interest Period, the aggregate amount, if any, for such Interest Period that is identified as “Class A-1 Senior Notes Insurer Premiums Adjustment Amount” in the applicable Series Supplement or the applicable Insurance Agreement (or any fee letter referred to in such Insurance Agreement).

“Class A-1 Senior Notes Maximum Principal Amount” means, with respect to all Series of Class A-1 Notes Outstanding, the aggregate maximum principal amount of such Class A-1 Notes as identified in each applicable Series Supplement.

“Class A-1 Senior Notes Monthly Commitment Fees” means, for any Interest Period, with respect to any Class A-1 Senior Notes Outstanding, the aggregate amount of commitment fees due and payable, with respect to such Interest Period, on such Class A-1 Senior Notes that is identified as “Class A-1 Senior Notes Monthly Commitment Fees” in the applicable Series Supplement; provided that if, on any Interim Allocation Date or other date of determination, the actual amount of any such commitment fees cannot be ascertained, an estimate of such commitment fees shall be used to calculate the Class A-1 Senior Notes Monthly Commitment Fees for such Interim Allocation Date or other date of determination in accordance with the terms and provisions of the applicable Series Supplement; provided further that any amount identified as “Class A-1 Senior Notes Administrative Expenses” or “Class A-1 Senior Notes Other Amounts” in any Series Supplement shall under no circumstances be deemed to constitute “Class A-1 Senior Notes Monthly Commitment Fees.”

“Class A-1 Senior Notes Monthly Uninsured Interest” means, for any Interest Period, with respect to any Class A-1 Senior Notes Outstanding, the aggregate amount of interest due and payable, with respect to such Interest Period, on such Class A-1 Senior Notes that is identified as “Class A-1 Senior Notes Monthly Uninsured Interest” in the applicable Series Supplement.

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“Class A-1 Senior Notes Other Amounts” means all amounts due and payable pursuant to any Variable Funding Note Purchase Agreement that are identified as “Class A-1 Senior Notes Other Amounts” in the applicable Series Supplement.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act or any successor provision thereto or Euroclear or Clearstream.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Clearstream” means Clearstream Banking, société anonyme.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any successor statute of similar import, in each case as in effect from time to time. References to sections of the Code also refer to any successor sections.

“Co-Issuers” means, collectively, the Master Issuer, the Franchise Assets Holder, ADIC Holdco, the IP Holder, New ADIC, SRI Real Estate Holdco and the SRI Real Estate Assets Holder.

“Co-Issuers Charter Documents” means, collectively, the Master Issuer Charter Documents, the Franchise Assets Holder Charter Documents, the ADIC Holdco Charter Documents, the IP Holder Charter Documents, the New ADIC Charter Documents, the SRI Real Estate Holdco Charter Documents and the SRI Real Estate Assets Holder Charter Documents.

“Collateral” means, collectively, the Indenture Collateral, the “Collateral” as defined in the G&C Agreement and any property subject to any other Indenture Document that grants a Lien to secure any Obligations.

“Collateral Documents” means, collectively, the Collateral Franchise Documents and the Collateral Transaction Documents.

“Collateral Franchise Documents” means, collectively, the Franchise Arrangements, the Contributed Third-Party Vendor Agreements, the New Third-Party Vendor Agreements and the Kansas Sonic Partnership Agreements.

“Collateral Transaction Documents” means the Initial Contribution Agreements, the Securitization Contribution Agreements, the Charter Documents, the IP License Agreements, the Holdco Agreement, the Performance Management Agreement, each Assignment, the Servicing Agreement and the Account Control Agreements.

“Collection Account” means account no. 106215 entitled “Citibank, N.A., as Trustee for the benefit of the Secured Parties, Securities Account of Sonic Capital LLC

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and SRI Real Estate Holding LLC” maintained by the Trustee pursuant to Section 5.5 of the Base Indenture or any successor securities account maintained pursuant to Section 5.5 of the Base Indenture.

“Collection Account Administrative Accounts” has the meaning set forth in Section 5.6 of the Base Indenture.

“Collection Date” means the date upon which the Indenture is satisfied and discharged in accordance with its terms.

“Collections” means (a) all Franchise Royalty Fees, (b) all Initial Franchise Fees, (c) all Partner Drive-In Lease Payments, (d) all New Franchise Drive-In Lease Payments, (e) all Franchisee Insurance Proceeds, (f) all Securitization Entity Insurance Proceeds, (g) any Asset Disposition Proceeds deposited into the Collection Account, (h) all Kansas Sonic Partnership Distributions, (i) all Excluded Amounts, (j) any Investment Income earned with respect to amounts on deposit in the Lock-Box Account or the Concentration Account and (k) any other amounts deposited into the Lock-Box Account, the Concentration Account, any Excluded Amounts Lock-Box Account, any Excluded Amounts Concentration Account, the Advertising Fund Account, the System Marketing Fund Account, the Technology Fund Account or any Cooperative Advertising Fund Account.

“Company Order” and “Company Request” mean a written order or request signed in the name of each of the Co-Issuers by any Authorized Officer of each such Co-Issuer and delivered to the Trustee, the Control Party or the Paying Agent.

“Concentration Account” means account no. 4005107737 entitled “BancFirst – Sonic Capital LLC and SRI Real Estate Holding LLC Concentration” maintained jointly in the name of the Master Issuer and SRI Real Estate Holdco at BancFirst and pledged to the Trustee into which the Servicer causes Retained Collections (and other Collections) to be deposited or any successor account established jointly for the Master Issuer and SRI Real Estate Holdco by the Servicer for such purpose pursuant to the Base Indenture and the Servicing Agreement.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Net Interest Expense for such period, (ii) federal, state, local and foreign income taxes payable for such period, (iii) non-cash losses from the sale of fixed assets not in the ordinary course of business and other non-cash extraordinary or non-cash nonrecurring items, (iv) non-cash stock based compensation expense for such period, and (v) impairment losses on assets incurred during such period, and minus (b) to the extent added in calculating such Consolidated Net Income, gains from the sale of fixed assets not in the ordinary course of business and other extraordinary or nonrecurring items.

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“Consolidated Net Income” means, with respect to any Person for any period, the net income of such Person and its Subsidiaries (whether positive or negative), determined in accordance with GAAP, for that period.

“Consolidated Net Interest Expense” means, with respect to any Person for any period, total interest expense, whether paid or accrued (including the interest component of Capital Leases), of such Person and its Subsidiaries, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under interest rate contracts and foreign exchange contracts, and amortization of discount, but excluding interest expense not payable in cash (including interest accruing on deferred compensation obligations) other than amortization of discount, all as determined in conformity with GAAP.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person (a) with respect to any indebtedness, lease, declared but unpaid dividends, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b) under any letter of credit issued for the account of that Person or for which that Person is otherwise liable for reimbursement thereof. Contingent Obligation shall include (x) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another and (y) any liability of such Person for the obligations of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the solvency of any balance sheet item, level of income or financial condition of another or (iii) to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, if in the case of any agreement described under subclause (i) or (ii) of this clause (y) the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported.

“Contractual Obligation” means, with respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributed Third-Party Vendor Agreements” means, collectively, each vendor or supply agreement listed on Schedule II of the SISI Contribution Agreement.

“Contribution Agreements” means, collectively, the Initial Contribution Agreements and the Securitization Contribution Agreements.

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“Control Party” means, at any time, (a) first, (i) if there is only one Series of Insured Senior Notes Outstanding at such time, the Insurer with respect to such Series of Insured Senior Notes until there has been and is continuing an Insurer Default with respect to such Insurer or all Insurer Obligations owing to such Insurer have been paid in full and no Policy is in effect with respect to such Insurer or (ii) if there is more than one Series of Insured Senior Notes Outstanding at such time, the Majority Insurers until there has been and is continuing an Insurer Default with respect to each Insurer insuring each such Series of Insured Senior Notes or all Insurer Obligations owing to each such Insurer have been paid in full and no Policy is in effect with respect to each such Insurer, (b) second, if no Insurer is the Control Party at such time, the Trustee acting at the direction or with the consent of the Majority Senior Noteholders so long as there are any Senior Notes Outstanding and (c) third, if there are no Senior Notes Outstanding at such time, the Trustee acting at the direction or with the consent of the Noteholders holding in excess of 50% of the Outstanding Principal Amount of the most senior Class of Notes Outstanding (excluding any Notes held by any Co-Issuer or any Affiliate of any Co-Issuer), with such seniority determined sequentially in order of alphabetical designation.

“Control Party Order” means a written order signed on behalf of the Control Party (if and for so long as an Insurer is the Control Party) by any Authorized Insurer Representative and delivered to the Trustee.

“Controlled Group” means, with respect to any Person, such Person, whether or not incorporated, and any corporation, trade, business, organization or other entity that is, along with such Person, treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA.

“Cooperative Advertising Fund Accounts” means each of the deposit accounts maintained in the name of the Servicer, on behalf of the Franchisor and the Franchise Assets Holder and the relevant Advertising Cooperative, for the benefit of the Franchisees who are members of such Advertising Cooperative, at a Qualified Institution into which the Servicer causes Advertising Co-Op Fees to be deposited or any successor deposit accounts established by the Servicer for such purpose pursuant to the Servicing Agreement.

“Copyrights” means all copyrights, including all copyright registrations and applications for registration thereof, all renewals and extensions thereof, and non- registered copyrights.

“Corporate Trust Office” shall mean (i) for note transfer purposes and for purposes of presentment and surrender of the Notes for the final distributions thereon, 111 Wall Street, 15^th Floor, New York, New York 10005, Attention: Window and (ii) for all other purposes, 388 Greenwich Street, 14^th Floor, New York, New York 10013, Attention: Agency & Trust – Sonic or at such other addresses as the Trustee may designate from time to time by notice to the Noteholders, the Insurers and the Co-Issuers.

“Credit Protection First Offer Procedure” means, in connection with any proposed issuance of additional Senior Notes by the Co-Issuers for which a Person to

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underwrite such Senior Notes has been identified with reasonably certainty, (i) the extension by the Co-Issuers to Ambac of a written offer to provide credit protection for such Senior Notes; which offer shall include the principal terms of the Senior Notes to be guaranteed (including the principal amount, tenor, amortization schedule and required shadow rating of such notes at issuance) and the fees and premiums to be paid to Ambac and (ii) the written acceptance or rejection of such offer by Ambac; provided that Ambac shall have ten (10) Business Days to accept or reject such offer in writing (it being agreed that any acceptance may be made subject to reasonable and customary conditions for financial guarantees of this type); provided further that, upon the failure of Ambac to accept such offer in accordance with the preceding proviso, the Co-Issuers shall have the opportunity to make an offer to provide credit protection for such proposed issuance of additional Senior Notes to an alternative monoline financial guaranty insurance company that is rated “AAA” or its equivalent by Moody’s and S&P or any successor related thereto (a “Monoline”) only if, and the Co-Issuers may not accept any offers to provide such credit protection from any alternative Monoline unless, such offer provides for better terms than the terms of credit protection so offered to and not so accepted by Ambac.

“Debt Service” means, with respect to any Payment Date, the sum of (a) the aggregate amount of accrued interest, commitment fees, letter of credit fees and insurer premiums and related commitment fees due and payable on each Series of Senior Notes Outstanding (but not with respect to any Subordinated Notes Outstanding) on such Payment Date (other than any interest or fees included in the definitions of “Senior Notes Monthly Post-ARD Contingent Uninsured Interest,” “Class A-1 Senior Notes Monthly Uninsured Interest,” “Class A-1 Senior Notes Administrative Expenses” or “Class A-1 Senior Notes Other Amounts”) and (b) with respect to any Series of Senior Notes Outstanding, the difference between (i) the Target Bond Balance Amount for the Payment Date preceding such Payment Date and (ii) the Target Bond Balance Amount for such Payment Date.

“Debt Service Coverage Ratio” or “DSCR” means, for any Payment Date, commencing with the third Payment Date following the Initial Closing Date, the ratio calculated (without rounding) by dividing (a) an amount equal to the sum of the Net Cash Flow for such Payment Date together with the Net Cash Flow for the two preceding Payment Dates by (b) an amount equal to the Debt Service for such Payment Date together with the Debt Service for the two preceding Payment Dates.

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Default Rate” has the meaning set forth in the applicable Series Supplement.

“Definitive Notes” has the meaning set forth in Section 2.12(a) of the Base Indenture.

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“Depository” has the meaning set forth in Section 2.12(a) of the Base Indenture.

“Depository Agreement” means, with respect to a Series or Class of a Series of Notes having Book-Entry Notes, the agreement among the Co-Issuers, the Trustee and the Clearing Agency governing the deposit of such Notes with the Clearing Agency, or as otherwise provided in the applicable Series Supplement.

“Designated Foreign Country” means any Foreign Country that the Securitization Entities and the Servicer in consultation with the Control Party have designated pursuant to the terms of the Servicing Agreement as being a Foreign Country with respect to which the Securitization Entities are required to comply with certain provisions of the Related Documents as specified by the Control Party, all in accordance with the terms of the Servicing Agreement.

“Development Agreements” means, collectively, all Existing Development Agreements and all New Development Agreements.

“Dollar” and the symbol “$” mean the lawful currency of the United States.

“Drive-In” means a Sonic^® Brand drive-in restaurant or any other Sonic^® Brand restaurant related business establishment at which ready-to-eat food is sold to customers, in either case, located anywhere in the world.

“Eligible Account” means (a) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution or (b) a separately identifiable deposit or securities account established at a Qualified Institution.

“Eligible Real Estate Assets” means real property that is leased by New ADIC or the SRI Real Estate Assets Holder to a Sonic Partnership to be used in connection with the operation of a Partner Drive-In.

“Enhancement” means, with respect to any Series of Notes, the rights and benefits provided to the Noteholders of such Series of Notes pursuant to any letter of credit, surety bond, cash collateral account, spread account, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate swap or any other similar arrangement entered into by the Co-Issuers in connection with the issuance of such Series of Notes as provided for in the applicable Series Supplement in accordance with the terms of the Base Indenture; provided, however, that no Policy shall be deemed to be an Enhancement.

“Enhancement Agreement” means any contract, agreement, instrument or document governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding.

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“Enhancement Provider” means the Person providing any Enhancement as designated in the applicable Series Supplement.

“Environmental Law” means any and all laws, rules, orders, regulations, statutes, ordinances, codes, decrees, agreements or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority with jurisdiction over any Securitization Entity or any assets thereof, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety as related to Materials of Environmental Concern, as has been, is now, or may at any time hereafter be, in effect.

“Environmental Permits” means any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

“Environmental Remediation Expenses Amount” means the actual amount that any Securitization Entity or the Servicer, on such Securitization Entity’s behalf, is required to pay within thirty (30) days following any date of determination, for goods or services (including but not limited to reasonable fees and expenses of environmental professionals and legal counsel but excluding any amount payable to any Affiliate) contracted for in connection with conducting any environmental remediation procedures with respect to any environmental condition requiring remediation, as set forth in the Monthly Servicer’s Certificate.

“Equity Interests” means (i) any ownership, management or membership interests in any limited liability company or unlimited liability company, (ii) any general or limited partnership interest in any partnership, (iii) any common, preferred or other stock interest in any corporation, (iv) any share, participation, unit or other interest in the property or enterprise of an issuer that evidences ownership rights therein, (v) any ownership or beneficial interest in any trust or (vi) any option, warrant or other right to convert into or otherwise receive any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“ERISA Event” means, with respect to any Plan: (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder (other than an event as to which the 30-day notice period is waived by regulation); (b) the failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) the failure to make by its due date a required contribution under Section 412(m) of the Code (or Section 430(j) of the Code, as amended by the Pension Protection Act of 2006); (d) the failure to make any required contribution to a Multiemployer Plan; (e) the filing pursuant to Section 412 of the Code of an application for a waiver of the minimum funding standard; (f) the provision by the administrator of any Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to

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terminate such Plan in a standard termination described in Section 4041(b) of ERISA or a distress termination described in Section 4041(c) of ERISA; (d) the complete or partial withdrawal by any Securitization Entity, or any member of the same Controlled Group as any Securitization Entity, from any Plan with two or more contributing sponsors or the termination of any such Plan, in each case, which results in liability pursuant to Section 4063 or 4064 of ERISA; (e) formal written notice from the PBGC of its intent to commence proceedings to terminate any Plan; (f) the imposition of liability on any Securitization Entity or any member of the same Controlled Group as any Securitization Entity, pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the assertion of a material claim (other than routine claims for benefits ) against such Plan or the assets thereof, or against any Securitization Entity or any member of the same Controlled Group as any Securitization Entity, in connection with such Plan; (h) receipt from the Internal Revenue Service of notice of the failure of such Plan to qualify under Section 401(a) of the Code or the failure of any trust forming part of such Plan to qualify for exemption from taxation under Section 501(a) of the Code; (i) the imposition of a lien in favor of the PBGC, or a Plan pursuant to Section 401(a)(29) or Section 412(n) of the Code or pursuant to ERISA; or (j) the complete or partial withdrawal by any Securitization Entity or any member of the same Controlled Group as any Securitization Entity from any Multiemployer Plan that has resulted or could reasonably be expected to result in material liability under ERISA.

“Estimated Gross Sales” means, with respect to the Monthly Collection Period ending immediately prior to any Payment Date, as calculated on the Accounting Date immediately preceding such Payment Date, an amount equal to the product of (a) the quotient of (i) the aggregate amount of Gross Sales with respect to each Franchise Drive-In for which the Servicer has received a Monthly P/L Statement with respect to such Monthly Collection Period on or before such Accounting Date divided by (ii) the number of Franchise Drive-Ins for which such Monthly P/L Statement has been so received by the Servicer and (b) the number of Open Franchise Drive-Ins as of the last day of such Monthly Collection Period.

“Euroclear” means Euroclear Bank, S.A./N.V., or any successor thereto, as operator of the Euroclear System.

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if:

(a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or any substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

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(b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c) the board of directors or board of managers (or similar body) of such Person shall vote to implement any of the actions set forth in clause (b) above.

“Event of Default” means any of the events set forth in Section 9.2 of the Base Indenture.

“Excess Class A-1 Senior Notes Administrative Expenses Amount” means, for each Interim Allocation Date, an amount equal to the amount by which (a) the Class A-1 Senior Notes Administrative Expenses that have become due and payable prior to such Interim Allocation Date and have not been previously paid exceed (b) the Capped Class A-1 Senior Notes Administrative Expenses Amount for such Interim Allocation Date.

“Excess Securitization Operating Expenses Amount” means, for each Interim Allocation Date, an amount equal to the amount by which (a) the Securitization Operating Expenses that have become due and payable prior to such Interim Allocation Date and have not been previously paid exceed (b) the Capped Securitization Operating Expense Amount for such Interim Allocation Date.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Amounts” means, collectively, any Advertising Fees, Advertising Co-Op Fees, Technology Fees, System Marketing Fees, Third-Party Vendor Agreement Fees, Existing Franchise Drive-In Lease Payments, Sonic Sign Lease Payments, Sonic Partnership Gross Sales and any other amounts deposited into the Lock-Box Account, the Concentration Account, any Excluded Amounts Lock-Box Account or any Excluded Amounts Concentration Account that are not required to be deposited into the Collection Account pursuant to Section 5.9 of the Base Indenture; provided that all amounts due under or in connection with any Franchise Arrangement, any Partner Drive-In Master Lease or any New Franchise Drive-In Lease and all Kansas Sonic Partnership Distributions shall under no circumstance be deemed to be or be characterized as Excluded Amounts.

“Excluded Amounts Concentration Account” means any concentration or other account established for the purpose of depositing Collections constituting Excluded Amounts therein, including, without limitation, any Securitization Entity Excluded Amounts Concentration Account; provided that each such account shall be an Eligible Account.

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“Excluded Amounts Lock-Box Account” means any lock-box account established for the purpose of depositing Collections constituting Excluded Amounts therein, including, without limitation, any Securitization Entity Excluded Amounts Lock-Box Account; provided that each such account shall be an Eligible Account.

“Existing Development Agreement” means, depending on the context in which it is used, each development agreement pursuant to which a Franchisee is given the right to develop and operate one or more Drive-Ins in a specific geographic area within the United States or Mexico listed on Schedule IX to the SISI Contribution Agreement or the rights and obligations of the franchisor under each such development agreement.

“Existing Franchise Agreement” means, depending on the context in which it is used, each franchise agreement pursuant to which a Franchisee operates a Drive-In in the United States or Mexico listed on Schedule VIII to the SISI Contribution Agreement or the rights and obligations of the franchisor under each such franchise agreement.

“Existing Franchise Arrangements” means, depending on the context in which it is used, the Existing Franchise Agreements and the Existing Development Agreements or the rights and obligations of the franchisor under each such agreement.

“Existing Franchise Drive-In Lease” means any lease with respect to any Owned Property entered into prior to the Initial Closing Date by any Franchisee (other than a Sonic Partnership), as tenant.

“Existing Franchise Drive-In Lease Payments” means any payment made by any Franchisee to SRI pursuant to any Existing Franchise Drive-In Lease.

“Existing Owned Property” means any Owned Property contributed pursuant to the Contribution Agreements on the Initial Closing Date.

“Existing Real Estate Assets” means, collectively, the Partner Drive-In Master Leases and the Owned Properties contributed pursuant to the Contribution Agreements on the Initial Closing Date.

“Existing Third-Party Vendor Agreements” means each vendor or supply agreement to which SISI is a party as of the Initial Closing Date.

“FDIC” means the Federal Deposit Insurance Corporation.

“Final Series Anticipated Repayment Date” means the Series Anticipated Repayment Date with respect the last Series of Notes Outstanding.

“Final Series Legal Final Maturity Date” means the Series Legal Final Maturity Date with respect the last Series of Notes Outstanding.

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“Financial Assets” shall have the meaning set forth in Section 5.7(b) of the Base Indenture.

“Foreign Country” means Mexico and any other country (other than the United States) in which a Franchisee operates a Drive-In.

“Franchise Agreements” means, collectively, all Existing Franchise Agreements and all New Franchise Agreements.

“Franchise Arrangements” means, collectively, all Existing Franchise Arrangements and all New Franchise Arrangements.

“Franchise Assets Contribution Agreement” means the Franchise Assets Contribution Agreement, dated as of December 20, 2006, by and between the Franchise Assets Holder and the Master Issuer, as amended, supplemented or otherwise modified from time to time.

“Franchise Assets Holder” means Sonic Industries Franchising LLC, a Delaware limited liability company, and its successors and assigns.

“Franchise Assets Holder Certificate of Formation” means the certificate of formation of the Franchise Assets Holder, dated as of November 20, 2006, as amended, supplemented or otherwise modified from time to time.

“Franchise Assets Holder Charter Documents” means the Franchise Assets Holder Certificate of Formation and the Franchise Assets Holder Operating Agreement.

“Franchise Assets Holder IP License Agreement” means the Franchise Assets Holder IP License Agreement, dated as of December 20, 2006, by and between the Franchise Assets Holder and the IP Holder, as amended, supplemented or otherwise modified from time to time.

“Franchise Assets Holder Operating Agreement” means the Limited Liability Company Agreement of the Franchise Assets Holder, dated as of December 11, 2006, as amended, supplemented or otherwise modified from time to time.

“Franchise Drive-In” means a Drive-In owned and operated by a Franchisee (other than a Sonic Partnership) pursuant to a Franchise Agreement.

“Franchise IP” means all of the IP Holder’s intellectual property rights, of any kind throughout the world, that are related to, or exploitable in connection with, the Sonic Brand or offering and/or selling related goods and services throughout the world, or in serving as a “franchisor” of the System, or in otherwise administering the System, including, without limitation, all such (a) Trademarks; (b) domain names; (c) Patents; (d) Copyrights; (e) Know-How; (f) After-Acquired IP Assets; (g) registrations, applications, reservations, renewals or extensions, relating to any of the foregoing; and (h) the right to bring an action at law or in equity for any infringement, dilution, or violation of, and to collect all damages, settlement and proceeds relating to, any of the foregoing.

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“Franchise IP License Agreements” means the Franchisor IP License Agreement and the Franchise Assets Holder IP License Agreement.

“Franchise Royalty Fees” means (a) all royalty fees, transfer fees, renewal fees, late fees, interest on late fees, license fees and any similar fees and (b) damages for breach and indemnities that serve as compensation for the loss of any fees set forth in clause (a) of this definition, due and to become due under or in connection with a Franchise Arrangement.

“Franchisee” means a Person identified as “franchisee”, “developer”, “licensee” or “partner” or any similar term identifying a party that is licensing the right to use the System under a Franchise Arrangement, including, without limitation, each Sonic Partnership.

“Franchisee Insurance Policy” means any insurance policy or policies maintained by a Franchisee in accordance with the requirements of its Franchise Arrangement, its New Franchise Drive-In Lease and/or its Partner Drive-In Master Lease.

“Franchisee Insurance Proceeds” means any amounts actually received by any Securitization Entity upon final resolution or settlement of a claim filed under a Franchisee Insurance Policy that serve as compensation for the loss of any Franchise Royalty Fees, New Franchise Drive-In Lease Payments or Partner Drive-In Lease Payments owed to any Securitization Entity.

“Franchisor” means Sonic Industries LLC, a Delaware limited liability company, and its successors and assigns.

“Franchisor Certificate of Formation” means the certificate of formation of the Franchisor, dated as of November 20, 2006, as amended, supplemented or otherwise modified from time to time.

“Franchisor Charter Documents” means the Franchisor Certificate of Formation and the Franchisor Operating Agreement.

“Franchisor IP License Agreement” means the Franchisor IP License Agreement, dated as of December 20, 2006, by and between the Franchisor and the IP Holder, as amended, supplemented or otherwise modified from time to time.

“Franchisor Operating Agreement” means the Limited Liability Company Agreement of the Franchisor, dated as of December 11, 2006, as amended, supplemented or otherwise modified from time to time.

“Free Cash Flow” means, with respect to any Securitization Entity as of any date of determination, all cash legally available to such Securitization Entity,

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including, without limitation, all IP Holder License Revenue, as of such date; provided that any amount of cash necessary for such Securitization Entity to seek to obtain and/or maintain franchise licenses and franchise registration exemptions shall for purposes of this definition not be deemed to be “legally available.”

“G&C Agreement” means the Guarantee & Collateral Agreement, dated as of December 20, 2006, by the Guarantor in favor of the Trustee, as amended, supplemented or otherwise modified from time to time.

“GAAP” means the generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors from time to time.

“Governmental Authority” means the government of the United States of America or any other nation or any political subdivision of the foregoing, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Gross Sales” means the total amount received from the sale of all products and performance of all services from or though a Drive-In, including all insurance proceeds for loss of business due to a casualty or similar event at such Drive-In, but excluding discounts, sales taxes or other similar taxes and credits.

“Guarantor” means the Franchisor.

“Historical Consolidated EBITDA” means, as of the date of determination, the Consolidated EBITDA of Holdco for the four fiscal quarter period most recently ended on or prior to such date.

“Holdco” means Sonic Corp., a Delaware corporation, and its successors and assigns.

“Holdco Agreement” means the Parent Company Support Agreement, dated as of December 20, 2006, by Holdco in favor of the Trustee as amended, supplemented or otherwise modified from time to time.

“Holdco By-Laws” means the by-laws of Holdco, as amended, supplemented or modified from time to time.

“Holdco Certificate of Incorporation” means the certificate of incorporation of Holdco, dated as of August 31, 1990, as amended, supplemented or otherwise modified from time to time.

“Holdco Charter Documents” means the Holdco Certificate of Incorporation and the Holdco By-Laws.

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“Improvements” shall mean the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the real property constituting a part of each Owned Property.

“Indebtedness”, as applied to any Person, means, without duplication, (a) all indebtedness for borrowed money in any form, including derivatives, (b) that portion of obligations with respect to any lease of any property (whether real, personal or mixed) that is properly classified as a liability on a balance sheet in conformity with GAAP, including all Capitalized Lease Obligations incurred by such Person, (c) notes payable, (d) any obligation owed for all or any part of the deferred purchase price for property or services, which purchase price is (i) due more than six months from the date of the incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument, (e) all indebtedness secured by any Lien on any property or asset owned by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person and (f) all Contingent Obligations of such Person in respect of any of the foregoing. Notwithstanding the foregoing, Indebtedness shall not include any liability for federal, state, local or other Taxes owed or owing to any Governmental Authority.

“Indemnification Payments” means amounts due to be paid by (a) SISI pursuant to Section 7.1 of the SISI Contribution Agreement as a result of a breach of any representation or warranty made by SISI pursuant to Section 4.1(i) of the SISI Contribution Agreement or (b) SRI pursuant to Section 7.1 of either SRI Contribution Agreement as a result of a breach of any representation or warranty made by SRI pursuant to Section 4.1(i) of either SRI Contribution Agreement, as applicable.

“Indenture” means the Base Indenture, together with all Series Supplements, as amended, supplemented or otherwise modified from time to time by Supplements thereto in accordance with its terms.

“Indenture Collateral” has the meaning set forth in Section 3.1 of the Base Indenture.

“Indenture Documents” means, collectively, this Indenture, the Notes, the G&C Agreement, the Account Control Agreements, any Variable Funding Note Purchase Agreement, any Mortgage (including any Assignment of Rents thereunder) and any other agreements relating to the issuance or the purchase of the Notes or the pledge of Collateral under any of the foregoing.

“Indenture Trustee Accounts” shall have the meaning set forth in Section 5.7(a) of the Base Indenture.

“Independent Accountant Fees” means all fees payable to the Independent Accountants by the Securitization Entities.

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“Independent Accountants” means the firm of independent accountants appointed pursuant to the Servicing Agreement or any successor independent accountant.

“Independent Manager” means, with respect to any Securitization Entity, the independent director or manager appointed to the board of directors or board of managers, as the case may be, pursuant to the terms of the Charter Documents of such Securitization Entity.

“Initial ABS Leverage Ratio” means the ABS Leverage Ratio as calculated on the Initial Closing Date.

“Initial Closing Date” means December 20, 2006.

“Initial Contribution Agreements” means, collectively, the SISI Contribution Agreement and the SRI Contribution Agreements.

“Initial Franchise Fees” means all initial franchise fees under any Franchise Agreement or similar fees under any Development Agreement due and to become due under or in connection with any Franchise Arrangement.

“Initial Principal Amount” means, with respect to any Series or Class (or Subclass) of Notes, the aggregate initial principal amount of such Series or Class (or Subclass) of Notes specified in the applicable Series Supplement.

“Initial Series of Notes” means the Series of Notes (and each Class thereof) issued on the Initial Closing Date.

“Insurance Agreement” means any insurance agreement pursuant to which an Insurer issues a Policy to insure or financially guarantee the payment of principal of or interest on any Class or Series of Notes, as specified in the applicable Series Supplement.

“Insured Senior Notes” means any Class or Series of Senior Notes the payment of interest on, or principal of, which is insured or guaranteed by an Insurer in whole or in part.

“Insurer” means, for so long as any Insured Senior Notes are Outstanding or any amounts remain due under any Insurance Agreement, (a) with respect to the Initial Series of Notes, Ambac and (b) with respect to any other Class or Series of Insured Senior Notes, the applicable Monoline that insures or guarantees the payment of interest on, and principal of, such Class or Series pursuant to a surety bond, financial guaranty insurance policy or other similar contract.

“Insurer Default” has the meaning set forth in each applicable Series Supplement.

“Insurer Expenses” means, for any Monthly Collection Period, the aggregate amount of expenses owing to each Insurer pursuant to the terms of each applicable Insurance Agreement, including, without limitation, any Insurer Reimbursable

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Annual Surveillance Expenses or any Insurer Reimbursable Rapid Amortization Surveillance Expenses but excluding any Insurer Premiums and any Insurer Reimbursements, with respect to such Monthly Collection Period.

“Insurer Expenses Amount” means for each Interim Allocation Date an amount equal to the aggregate amount of Insurer Expenses due but unpaid as of such Interim Allocation Date.

“Insurer Fee Letter” has the meaning set forth in each applicable Insurance Agreement.

“Insurer Obligations” has the meaning set forth in each applicable Insurance Agreement.

“Insurer Premiums” means, for any Interest Period, with respect to any Class of Insured Senior Notes Outstanding, the aggregate amount of insurer premiums due and payable, with respect to such Interest Period, on such Class of Insured Senior Notes that is identified as “Insurer Premiums” in the applicable Series Supplement; provided, that if, on any Interim Allocation Date or other date of determination, the actual amount of any such premiums, or any portion thereof, cannot be ascertained, an estimate of such premiums shall be used to calculate the Insurer Premiums for such Interim Allocation Date, or other date of determination in accordance with the terms and provisions of the applicable Series Supplement.

“Insurer Premiums Account” shall have the meaning set forth in Section 5.6 of the Base Indenture.

“Insurer Reimbursable Annual Surveillance Expenses” has the meaning set forth in Section 8.6 of the Base Indenture.

“Insurer Reimbursable Rapid Amortization Surveillance Expenses” has the meaning set forth in Section 8.6 of the Base Indenture.

“Insurer Reimbursements” means, for any Monthly Collection Period, the aggregate amount of Reimbursements owing to any Insurer pursuant to the terms of each applicable Insurance Agreement with respect to such Monthly Collection Period.

“Insurer Reimbursements Amount” means for each Interim Allocation Date an amount equal to the aggregate amount of Insurer Reimbursements due but unpaid as of such Interim Allocation Date.

“Interest Period” means (a) solely with respect to any Class A-1 Senior Notes of any Series of Notes, a period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date and (b) with respect to any other Class of Notes of any Series of Notes, a period commencing on and including a Payment Date and ending on but excluding the next succeeding Payment

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Date; provided, however, that the initial Interest Period for any Series shall commence on and include the Series Closing Date and end on the date specified in the applicable Series Supplement; provided further that the Interest Period, with respect to each Series of Notes Outstanding, immediately preceding the Payment Date on which the last payment on the Notes of such Series is to be made shall end on such Payment Date.

“Interest Rate Hedge” means, with respect to any Series of Notes, any interest rate cap or swaps entered into by the Co-Issuers in connection with the issuance of such Series of Notes as provided for in the applicable Series Supplement in accordance with the terms of the Base Indenture.

“Interest Rate Hedge Agreement” means any contract, agreement, instrument or document governing the terms of any Interest Rate Hedge.

“Interest Rate Hedge Provider” means the Person providing any Interest Rate Hedge as designated in the applicable Series Supplement.

“Interim Allocation Date” means, with respect to each Monthly Collection Period, the second Business Day after the last day of each Interim Collection Period which begins and ends during such Monthly Collection Period, commencing on January 3, 2007.

“Interim Collection Period” means any of the three periods occurring during (a) any Monthly Collection Period that does not occur during the month of February, with (i) the first such period commencing on the first day of such Monthly Collection Period and ending on and including the tenth day of such Monthly Collection Period, (ii) the second such period commencing on and including the eleventh day of such Monthly Collection Period and ending on and including the twenty-third day of such Monthly Collection Period and (iii) the third such period commencing on and including the twenty-fourth day of such Monthly Collection Period and ending on and including the last day of such Monthly Collection Period and (b) any Monthly Collection Period that occurs in the month of February, with (i) the first such period commencing on the first day of such Monthly Collection Period and ending on and including the tenth day of such Monthly Collection Period; (ii) the second such period commencing on and including the eleventh day of such Monthly Collection Period and ending on and including the twentieth day of such Monthly Collection Period and (iii) the third such period commencing on and including the twenty-first day of such Monthly Collection Period and ending on and including the last day of such Monthly Collection Period, commencing with the period from and including the Initial Closing Date and ending on and including December 31, 2006.

“Interim Collections” means all Collections received during any Interim Collection Period.

“Interim Servicer’s Certificate” has the meaning specified in Section 4.1(a) of the Base Indenture.

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“Interim Servicing Fee” means for each Interim Allocation Date with respect to any Monthly Collection Period an amount equal the product of (a) the sum of (i) $875,000 plus (ii) $50,000 for every 100 Open Drive-Ins as of the last day of the immediately preceding Monthly Collection Period (subject to a 2% increase to the sum set forth in this clause (a) as of each anniversary of the Initial Closing Date) multiplied by (b) a fraction, the numerator of which is equal to the number of days in the Interim Collection Period immediately preceding such Interim Allocation Date and the denominator of which is the number of days in such Monthly Collection Period.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Income” means, with respect to the Lock-Box Account, the Concentration Account, the Collection Account, any other Base Indenture Account and any Series Accounts, for any Monthly Collection Period the excess, if any, of (a) the sum of all investment interest and other earnings on such account during such Monthly Collection Period over (b) any investment losses incurred in respect of such account during such Monthly Collection Period.

“Investment Property” has the meaning specified in Section 9-102(a)(49) of the applicable UCC.

“IP Assets Contribution Agreement” means the IP Assets Contribution Agreement, dated as of December 20, 2006, by and between the IP Holder and ADIC Holdco, as amended, supplemented or otherwise modified from time to time.

“IP Holder” means America’s Drive-In Brand Properties LLC, a Kansas limited liability company, and its successors and assigns.

“IP Holder Certificate of Formation” means the articles of formation of the IP Holder, dated as of November 21, 2006, as amended, supplemented or otherwise modified from time to time.

“IP Holder Charter Documents” means the IP Holder Certificate of Formation and the IP Holder Operating Agreement.

“IP Holder License Revenue” means, as of the date of determination, all amounts on deposit in the IP Holder Operating Account or any other Securitization Entity Operating Account, without duplication, as of such date.

“IP Holder Operating Account” means account no. 4005107834 entitled “BancFirst – America’s Drive-In Brand Properties LLC” maintained in the name of the IP Holder at BancFirst and pledged to the Trustee into which the Servicer causes IP License Fees to be deposited or any successor account that is an Eligible Account established for the IP Holder by the Servicer for such purpose pursuant to the Base Indenture and the Servicing Agreement.

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“IP Holder Operating Agreement” means the Limited Liability Company Agreement of the IP Holder, dated as of December 11, 2006, as amended, supplemented or otherwise modified from time to time.

“IP License Agreements” means the Franchise IP License Agreements, the Master Issuer IP Sublicense Agreement and the SISI IP License Agreement.

“IP License Fees” means all fees due to the IP Holder pursuant to any IP License Agreement, including, without limitation, any “royalty payment” or “annual true-up payment” paid thereunder.

“ITU Application” means any pending intent-to-use Trademark application filed or owned by ADIC Holdco for which a verified statement of use has not been accepted by the United States Patent and Trademark Office as of the Initial Closing Date.

“Kansas Assets Contribution Agreement” means the Kansas Assets Contribution Agreement, dated as of December 20, 2006, by and between New ADIC and ADIC Holdco, as amended, supplemented or otherwise modified from time to time.

“Kansas Owned Property” means collectively, those parcels of real property located in Kansas in which New ADIC owns the fee estate, together with any Improvements thereon.

“Kansas Partner Drive-In” means any Partner Drive-In located in the State of Kansas.

“Kansas Partner Drive-In Master Lease” means any master lease, which was contributed by ADIC Holdco to New ADIC pursuant to the Kansas Assets Contribution Agreement, entered into by certain Kansas Sonic Partnerships, as tenants, in connection with the lease by any such Kansas Sonic Partnership of any Kansas Owned Property, with Old ADIC, as landlord prior to the Initial Closing Date, or New ADIC, as landlord after the Initial Closing Date.

“Kansas Sonic Partnership” means any Sonic Partnership that owns and operates one or more Drive-Ins in the State of Kansas.

“Kansas Sonic Partnership Agreement” means, with respect to any Kansas Sonic Partnership, the Sonic Partnership Agreement governing such Kansas Sonic Partnership.

“Kansas Sonic Partnership Distributions” means any payment of a dividend or other distribution with respect to any Equity Interest of a Kansas Sonic Partnership owned by New ADIC pursuant to any Kansas Sonic Partnership Agreement.

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“Kansas Sonic Partnership Interests” means, with respect to each Kansas Sonic Partnership, all Equity Interests of such Kansas Sonic Partnership owned, prior to the Initial Closing Date, by Old ADIC and, after the Initial Closing Date, by New ADIC.

“Know-How” means all trade secrets and all other confidential or proprietary know-how, inventions, processes, procedures, techniques, discoveries, technical information and data, specifications, research and development information, engineering drawings, operating and maintenance manuals, recipes, and other similar information and rights.

“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person which secures payment or performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any kind, whether arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge, retention or security title, financing or similar statement, or arising as a matter of law, judicial process or otherwise.

“Lock-Box” means a post-office box at a Qualified Institution established in connection with the establishment of the Lock-Box Account or any Excluded Amounts Lock-Box Account.

“Lock-Box Account” means account no.4009575086 entitled “BancFirst – Sonic Capital LLC and SRI Real Estate Holding LLC Lockbox” maintained jointly in the name of the Master Issuer and SRI Real Estate Holdco at BancFirst and pledged to the Trustee into which the Servicer causes Retained Collections (and other Collections) to be deposited or any successor account established for the Master Issuer and SRI Real Estate Holdco by the Servicer for such purpose pursuant to the Base Indenture and the Servicing Agreement.

“Luxembourg Agent” has the meaning specified in Section 2.4(c) of the Base Indenture.

“Majority Insurers” means, as of any date of determination, any one or more Insurers (other than any Insurer with respect to which an Insurer Default has occurred and is continuing) for which the aggregate Policy Exposure is greater than 50% of the aggregate Policy Exposure under each Policy issued by any Insurer (other than any Insurer with respect to which an Insurer Default has occurred and is continuing).

“Majority Noteholders” means Noteholders holding in excess of 50% of the Aggregate Outstanding Principal Amount (excluding any Notes held by any Co-Issuer or any Affiliate of any Co-Issuer).

“Majority Senior Noteholders” means Senior Noteholders holding in excess of 50% of the Outstanding Principal Amount of Senior Notes (excluding any Senior Notes held by any Co-Issuer or any Affiliate of any Co-Issuer).

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“Master Issuer” means Sonic Capital LLC, a Delaware limited liability company, and its successors and assigns.

“Master Issuer Certificate of Formation” means the certificate of formation of the Master Issuer, dated as of November 20, 2006, as amended, supplemented or otherwise modified from time to time.

“Master Issuer Charter Documents” means the Master Issuer Certificate of Formation and the Master Issuer Operating Agreement.

“Master Issuer Entities” means, collectively, the Master Issuer and each Subsidiary of the Master Issuer.

“Master Issuer IP Sublicense Agreement” means the Master Issuer IP Sublicense Agreement, dated as of December 20, 2006, by and among the Master Issuer, the Franchisor and the Franchise Assets Holder, as amended, supplemented or otherwise modified from time to time.

“Master Issuer Operating Agreement” means the Limited Liability Company Agreement of the Master Issuer, dated as of December 11, 2006, as amended, supplemented or otherwise modified from time to time.

“Material Adverse Effect” means, with respect to any occurrence, event or condition, individually or in the aggregate, and including, without limitation, any previously undisclosed environmental liability:

(a) a material adverse effect on the ability of the Co-Issuers to perform their payment and other obligations with respect to the Notes, the ability of the Guarantor to perform its payment and other obligations under the G&C Agreement or the ability of the Servicer to perform its obligations pursuant to the Servicing Agreement;

(b) a material adverse effect on the ability of any Sonic Entity to perform its material obligations under any of the Related Documents;

(c) a material adverse change in or effect on (i) the enforceability of any material term of the Collateral Franchisee Documents taken as a whole, (ii) the likelihood of the payment of all amounts due and payable by the Franchisees under the terms of the Collateral Franchisee Documents taken as a whole or (iii) the value of the Collateral Franchisee Documents and/or the Franchise Royalty Fees payable under the Collateral Franchisee Documents taken as a whole;

(d) a material adverse change in or effect on (i) the enforceability of the Franchise IP taken as a whole or any material part of the Franchise IP, (ii) the value of the Franchise IP taken as a whole, (iii) the transferability or the transfer of any material portion of the Franchise IP to the IP Holder or the ownership thereof by the IP Holder or (iv) the validity, status, perfection or priority of the Lien in any material part of the Franchise IP created under the Base Indenture; or

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(e) an adverse effect on (i) the validity or enforceability of any Related Document or the rights and remedies of the Co-Issuers, the Guarantor, the Trustee or the Control Party under or with respect to any Related Document or (ii) the validity, status, perfection or priority of the Lien of the Trustee in any material portion of the Collateral.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products (virgin or unused), polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity and any other materials or substances of any kind, whether or not any such material or substance is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to any applicable Environmental Law.

“Monoline” has the meaning set forth in the definition of “Credit Protection First Offer Procedure.”

“Monthly Collection Period” means each period from and including the first day of a calendar month to and including the last day of such calendar month, commencing with the period from and including the Initial Closing Date to and including January 31, 2007.

“Monthly Noteholders’ Statement” means, with respect to any Series of Notes, a statement substantially in the form of an Exhibit C to the applicable Series Supplement.

“Monthly P/L Statement” means, with respect to any Monthly Collection Period, the profit and loss statement delivered by each Franchisee pursuant to the terms of the applicable Franchise Arrangement with respect to amounts paid to the Securitization Entities during such Monthly Collection Period.

“Monthly Retained Collections” means with respect to any Monthly Collection Period the aggregate amount of Retained Collections deposited into the Collection Account during such Monthly Collection Period.

“Monthly Servicer’s Certificate” has the meaning specified in Section 4.1(b) of the Base Indenture.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Mortgage” means an agreement, including, without limitation, a mortgage, deed of trust, deed to secure debt or any other document, creating or evidencing a Lien on any property, including, without limitation, any Assignment of Rents thereunder.

“Mortgage Filing Fees” means any fees, taxes or other amounts required to be paid to any applicable Governmental Authority in connection with the recordation of any Mortgage.

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“Mortgage Recordation Event” means (a) the occurrence of a Rapid Amortization Event together with (b) a written direction by the Control Party that the Trustee or its agent shall be required to record each Mortgage pursuant to Section 3.1(c) of the Base Indenture, such confirmation to be provided to the Trustee and its designee in writing after the Control Party obtains knowledge of the occurrence of such event in the sole discretion of the Control Party.

“Mortgage Recordation Fees” means any Mortgage Filing Fees or other amounts or expenses incurred by the Trustee in connection with the recordation of any Mortgage as required by Section 3.1(c) of the Base Indenture.

“Multiemployer Plan” means any “multiemployer plan” as defined in Section 4001 of ERISA.

“Net Cash Flow” means, for any Payment Date and the immediately preceding Monthly Collection Period, an amount equal to the excess, if any, of (a) Monthly Retained Collections with respect to such Monthly Collection Period over (b) the sum of (i) the Securitization Operating Expenses paid on each Interim Allocation Date with respect to such Monthly Collection Period, (ii) the Interim Servicing Fees paid to the Servicer on each Interim Allocation Date with respect to such Monthly Collection Period, (iii) the amount of Class A-1 Senior Notes Administrative Expenses paid on each Interim Allocation Date with respect to such Monthly Collection Period, (iv) any Real Estate Disposition Proceeds deposited into the Collection Account during such Monthly Collection Period and (v) all Investment Income to the extent such Investment Income has been distributed to the Collection Account and is included in Monthly Retained Collections with respect to such Monthly Collection Period. For purposes of calculating Debt Service Coverage Ratio in respect of the first Payment Date after the Initial Closing Date, Net Cash Flow will be deemed to be the product of (i) the difference between clauses (a) and (b) above and (ii) a fraction, the numerator of which is the number of days elapsed between the Initial Closing Date and, but not including, such Payment Date and the denominator of which is the number of days elapsed between the Initial Closing Date and the last day of the first Monthly Collection Period.

“New ADIC” means America’s Drive-In Restaurants LLC, a Kansas limited liability company, and its successors and assigns.

“New ADIC Certificate of Formation” means the articles of formation of New ADIC, dated as of November 21, 2006, as amended, supplemented or otherwise modified from time to time.

“New ADIC Charter Documents” means the New ADIC Certificate of Formation and the New ADIC Operating Agreement.

“New ADIC Operating Agreement” means the Limited Liability Company Agreement of New ADIC, dated as of December 11, 2006, as amended, supplemented or otherwise modified from time to time.

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“New Development Agreement” means, depending on the context in which it is used, each new development agreement entered into by the Franchisor after the Initial Closing Date pursuant to which a Franchisee is given the right to develop and operate one or more Drive-Ins in a specific geographic area within the United States or any Foreign Country or the rights and obligations of the Franchisor under each such development agreement.

“New Franchise Agreements” means, depending on the context in which it is used, each new license or franchise agreement or master franchise agreement entered into by the Franchisor after the Initial Closing Date pursuant to which a Franchisee is given the right to operate a Drive-In within the United States or any Foreign Country or the rights and obligations of the Franchisor under each such franchise agreement.

“New Franchise Arrangements” means, depending on the context in which it is used, the New Franchise Agreements and the New Development Agreements or the rights and obligations of the Franchisor under each such agreement.

“New Franchise Drive-In Lease” means any lease with respect to any Owned Property entered into after the Initial Closing Date by any Franchisee (other than a Sonic Partnership), as tenant, and SRI Real Estate Assets Holder or New ADIC, as landlord.

“New Franchise Drive-In Lease Payments” means, with respect to any Interim Collection Period, the amount of Rent paid by any Franchisee to the SRI Real Estate Assets Holder or New ADIC, as the case may be, pursuant to any New Franchise Drive-In Lease during such Interim Collection Period.

“New Owned Property” means any Owned Property acquired by New ADIC or the SRI Real Estate Assets Holder after the Initial Closing Date.

“New Third-Party Vendor Agreements” means each new vendor agreement or supply agreement entered into by the Master Issuer after the Initial Closing Date.

“New York UCC” shall have the meaning set forth in Section 5.7(b) of the Base Indenture.

“Non-Cash Proceeds Notes” means, with respect to any Real Estate Asset Disposition for Non-Cash Proceeds, a promissory note or other instrument evidencing indebtedness owing to New ADIC or the SRI Real Estate Assets Holder, as the case may be, constituting consideration relating to such Real Estate Asset Disposition.

“Non-Kansas Owned Property” means collectively, those parcels of real property located in any state other than Kansas in which SRI Real Estate Assets Holder owns the fee estate, together with any Improvements thereon.

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“Non-Kansas Partner Drive-In Master Lease” means any master lease, which was contributed by SRI to the SRI Real Estate Assets Holder pursuant to the Real Estate Assets Contribution Agreement, entered into by certain Sonic Partnerships, as tenants, in connection with the lease by any such Sonic Partnership of any Non-Kansas Owned Property, with SRI, as landlord prior to the Initial Closing Date, or the SRI Real Estate Assets Holder, as landlord after the Initial Closing Date.

“Non-Kansas Real Estate Assets” means, collectively all Non-Kansas Owned Properties, all Non-Kansas Partner Drive-In Master Leases and all New Franchise Drive-In Leases with respect to Non-Kansas Owned Property.

“Note Owner” means, with respect to 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).

“Note Rate” means, with respect to any Series or any Class of any Series of Notes, the annual rate at which interest accrues on the Notes of such Series or such Class of such Series of Notes (or the formula on the basis of which such rate shall be determined) as stated in the applicable Series Supplement.

“Note Register” means the register maintained pursuant to Section 2.5(a) of the Base Indenture, providing for the registration of the Notes and transfers and exchanges thereof.

“Noteholder” and “Holder” means the Person in whose name a Note is registered in the Note Register.

“Notes” has the meaning specified in the recitals to the Base Indenture.

“Obligations” means (a) all principal, interest and premium, if any, at any time and from time to time, owing by the Co-Issuers on the Notes or owing by the Guarantor pursuant to the G&C Agreement, (b) the payment and performance of all other obligations, covenants and liabilities of the Co-Issuers or the Guarantor arising under the Indenture, the Notes, any other Indenture Document or any Insurance Agreement, including, without limitation, the payment of Insurer Premiums, Insurer Reimbursements and Insurer Expenses and (c) the obligation of the Co-Issuers to pay all Trustee Fees and Mortgage Recordation Fees to the Trustee when due and payable as provided in the Indenture.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of each Co-Issuer.

“Old ADIC” means America’s Drive-In Corp., a Kansas corporation.

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“Open Drive-In” means, as of the date of determination, each Drive-In; provided, however, that with respect to any Franchisee who operates any such Drive-In, if such Franchisee has not made at least one payment in full of Franchise Royalty Fees with respect to such Drive-In within 60 days of such date, such Drive-In shall not be deemed to be an “Open Drive-In.”

“Open Franchise Drive-In” means, as of the date of determination, each Franchise Drive-In that is open for business as of such date.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee and the Control Party. The counsel may be an employee of, or counsel to, the Co-Issuers, Holdco, SRI or SISI, as the case may be.

“Organizational Expenses” means any expenses incurred by any Securitization Entity in connection with the maintenance of its existence in the State of Delaware or the State of Kansas, as the case may be, or in any other state in which a Securitization Entity is organized, and in connection with its qualification to do business in any jurisdiction.

“Outstanding” means with respect to the Notes, all Notes theretofore authenticated and delivered under the Indenture, except (a) Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Notes which have not been presented for payment but funds for the payment of which are on deposit in the appropriate account and are available for payment in full of such Notes and (c) Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to a Trust Officer is presented that any such Notes are held by a purchaser for value.

“Outstanding Principal Amount” means, with respect to each Series of Notes, the amount calculated in accordance with the applicable Series Supplement.

“Owned Property” means any Non-Kansas Owned Property and any Kansas Owned Property.

“Partner Drive-In” means a Drive-In owned and operated by a Sonic Partnership pursuant to a Sonic Partnership Agreement.

“Partner Drive-In Master Leases” means, collectively, the Non-Kansas Partner Drive-In Master Lease and the Kansas Partner Drive-In Master Lease.

“Partner Drive-In Lease Payments” means, with respect to any Interim Collection Period, the amount of Rent paid by any Sonic Partnership to the SRI Real Estate Assets Holder or New ADIC, as the case may be, pursuant to any Partner Drive-In Master Lease during such Interim Collection Period.

“Patents” means all patents, patent applications and statutory invention registrations, designs and improvements described and claimed therein, patentable

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inventions and other patent rights (including any divisions, continuations, continuations-in-part, reissues, reexaminations, or interferences thereof, whether or not patents are issued on any such applications and whether or not any such applications are modified, withdrawn, or resubmitted).

“Paying Agent” has the meaning specified in Section 2.5(a) of the Base Indenture.

“Payment Date” means, unless otherwise specified in any Series Supplement for the related Series of Notes, the 20th day of each calendar month, or if such date is not a Business Day, the next succeeding Business Day, commencing on February 20, 2007. Any reference to a Monthly Collection Period relating to a Payment Date means the Monthly Collection Period most recently ended prior to such Payment Date, and any reference to an Interest Period relating to a Payment Date means the Interest Period most recently ended prior to such Payment Date.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Performance Management Agreement” means the Performance Management Agreement, dated as of December 20, 2006, by and among the Securitization Entities, the Servicer, the Trustee and the Performance Manager, as amended, supplemented or otherwise modified from time to time.

“Performance Manager” means FTI Consulting, Inc., a Maryland corporation, in its capacity as Performance Manager pursuant to the Performance Management Agreement, and any successor Performance Manager.

“Performance Manager Fees” means all compensation and indemnification payments, if any, payable by the Securitization Entities to the Performance Manager under the terms of the Performance Management Agreement (including any related fee letter agreement) and all expenses of the Performance Manager required to be reimbursed by the Securitization Entities pursuant to the Performance Management Agreement.

“Permitted Asset Dispositions” has the meaning set forth in Section 8.16 of the Base Indenture.

“Permitted Investments” means any one or more negotiable instruments or securities, purchased at or for less than their par value, payable in Dollars, issued by an entity organized under the laws of the United States of America or any state thereof (or by the United States of America) and represented by instruments in registered form or in book-entry form which evidence (excluding any security with the “r” symbol attached to its rating and any security the payments on which are subject to withholding tax):

(a) obligations that are direct obligations the full and timely payment of which is to be made by, or obligations that are fully guaranteed as to principal and

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interest by, the United States of America other than financial contracts whose value depends on the values or indices of asset values; provided that such obligations are backed by the full faith and credit of the United States of America and have a predetermined, fixed amount of principal due at maturity (that cannot vary or change) and that each such obligation has a fixed interest rate or has its interest rate tied to a single interest rate index plus a single fixed spread;

(b) demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof whose short-term debt is rated in the highest short-term debt rating category respectively by Moody’s and by S&P and which is subject to supervision and examination by federal or state banking or depositary institution authorities; provided, however, that at the time of the investment the long-term unsecured debt obligations (other than such obligations whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from S&P and from Moody’s in the highest long-term debt rating category respectively;

(c) commercial paper having (i) original maturities of not more than 270 days and a remaining term to maturity upon purchase of not later than the Business Day preceding the next Payment Date, (ii) a rating from Moody’s and S&P in the highest short-term debt rating category, respectively, (iii) a predetermined fixed amount of principal due at maturity (that cannot vary or change) and (iv) a fixed interest rate or an interest rate tied to a single interest rate index plus a single fixed spread;

(d) bankers’ acceptances issued by any depositary institution or trust company described in clause (b) above;

(e) investments in money market funds that have as one of their investment objectives the maintenance of a constant net asset value rated “Aaa” by Moody’s and “AAA” by S&P or otherwise approved in writing by the Control Party and the Rating Agencies; and

(f) any other instruments or securities, if approved in writing by the Control Party and the Rating Agencies confirm in writing that the investment in such instruments or securities will not adversely affect any ratings with respect to any Series of Notes;

provided that (i) no investment described hereunder shall evidence either the right to receive (A) only interest with respect to such investment or (B) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations and (ii) such Permitted Investments are either (A) at all times available for withdrawal or liquidation at par or (B) mature prior to the immediately succeeding Payment Date.

“Permitted Liens” means (a) Liens for (i) Taxes, assessments or other governmental charges not delinquent or (ii) Taxes, assessments or other charges being contested in good faith and by appropriate proceedings and with respect to which

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adequate reserves have been established, and are being maintained, in accordance with GAAP, (b) all Liens created or permitted under the Related Documents in favor of the Trustee for the benefit of the Secured Parties, (c) encumbrances constituting (i) a ground lessor’s fee interest, (ii) zoning restrictions, (iii) easements, (iv) restrictions of record on the use of real property, (v) restrictions on transfers or assignment of leases, which, in the case of each of clause (i), (ii), (iii), (iv) or (v) above, do not detract from the value of the encumbered property or impair the use thereof in the business of any Securitization Entity, (vi) the interest of a lessee in Owned Property leased to a Sonic Partnership and (vii) any license granted with respect to the Franchise IP pursuant to any Franchise Arrangement, any Third-Party Vendor Agreement or any IP License Agreement, (d) statutory Liens of landlords, mechanics, materialmen, warehousemen, carriers or similar statutory Liens for which no filing or perfection has been made and which secure obligations that (i) are not yet due and are incurred in the ordinary course of business or (ii) are being contested in good faith by appropriate proceedings diligently pursued, and for which adequate reserves have been established, (f) deposits or pledges of cash or cash equivalents made (i) in connection with casualty insurance maintained in accordance with the Related Documents or (ii) to secure statutory obligations or surety or appeal bonds, (g) Liens arising from judgements, decrees or attachments in circumstances not constituting an Event of Default and (h) any Liens not securing Indebtedness that attach to any Owned Property in an aggregate outstanding amount not exceeding $500,000 at any time.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company, joint stock company, trust, unincorporated organization or Governmental Authority or other entity.

“Plan” means any “employee pension benefit plan”, as such term is defined in ERISA, which is subject to Title IV of ERISA including any Multiemployer Plan.

“Policy” means any note guaranty insurance policy, together with all endorsements thereto, delivered by any Insurer to the Trustee for the benefit of the Holders of all applicable Insured Senior Notes pursuant to the related Insurance Agreement, as amended, supplemented or otherwise modified from time to time as specified in the applicable Series Supplement.

“Policy Exposure” means, as of any date of determination with respect to each Insurer, the sum of (i) the aggregate undrawn amount of the related Policy or Policies issued by such Insurer on such date and (ii) any Insurer Reimbursements then due and owing to such Insurer.

“Post-Default Capped Trustee Expenses Amount” means an amount equal to the lesser of (a) all reasonable expenses payable by the Co-Issuers to the Trustee pursuant to the Indenture after the occurrence and during the continuation of an Event of Default in connection with any obligations of the Trustee in connection with such Event of Default; provided, however, that such expenses are not included within the Capped Securitization Operating Expense Amount and (b) the amount by which (i) $100,000

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exceeds (ii) the aggregate amount of such expenses previously paid on each preceding Interim Allocation Date that occurred (x) in the case of a Interim Allocation Date occurring during the annual period following the Initial Closing Date and ending on the first anniversary of the Initial Closing Date, since the Initial Closing Date and (y) in the case of a Interim Allocation Date occurring during any other annual period beginning with the annual period following the first anniversary of the Initial Closing Date, since the most recent anniversary of the Initial Closing Date.

“Potential Rapid Amortization Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Rapid Amortization Event.

“Potential Servicer Termination Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Servicer Termination Event.

“Preference Amount” shall have the meaning set forth in each Policy, as applicable.

“Principal Amount” means, with respect to each Series of Notes, the amount so specified in the applicable Series Supplement.

“Principal Terms” has the meaning specified in Section 2.3 of the Base Indenture.

“Priority of Payments” means the allocation and payment obligations described in Section 5.10 of the Base Indenture as supplemented by the allocation and payment obligations with respect to each Series of Notes described in each Series Supplement.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Proceeds” has the meaning specified in Section 9-102(a)(64) of the applicable UCC.

“Qualified Institution” means a depository institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities which at all times has the Required Rating and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.

“Qualified Trust Institution” means an institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or

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any state thereof and subject to supervision and examination by Federal or state banking authorities which at all times (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (ii) has capital, surplus and undivided profits of not less than $250,000,000 as set forth in its most recent published annual report of condition and (iii) has a long term deposits rating of not less than “A2” by Moody’s and “A” by S&P.

“Rapid Amortization DSCR Threshold” means, with respect to any annual period, the Debt Service Coverage Ratio for such annual period as set forth in the following table:

Annual Period	DSCR
February 20, 2007 to January 19, 2008	1.50
January 20, 2008 to January 19, 2009	1.25
January 20, 2009 to January 19, 2010	1.05
January 20, 2010 to January 19, 2011	0.95
January 20, 2011 to January 19, 2012	0.85
January 20, 2012 to December 19, 2012	0.75

“Rapid Amortization Event” has the meaning specified in Section 9.1 of the Base Indenture.

“Rapid Amortization Period” means the period commencing on the date on which a Rapid Amortization Event occurs and ending on the earlier to occur of the waiver of the occurrence of such Rapid Amortization Event in accordance with Section 9.7 of the Base Indenture and the date on which there are no Notes Outstanding.

“Rating Agency” with respect to any Series of Notes, has the meaning specified in the applicable Series Supplement.

“Rating Agency Condition” with respect to any Series of Notes, has the meaning specified in the applicable Series Supplement.

“Rating Agency Fees” means any reasonable fees or expenses due to the Rating Agencies in connection with Rating any Series or Class of Notes.

“Real Estate Asset Disposition” means any Real Estate Asset Disposition for Cash Proceeds or any Real Estate Asset Disposition for Non-Cash Proceeds; provided that entering into any Partner Drive-In Master Lease by any Sonic Partnership or entering into any New Franchise Drive-In Lease by any Franchisee (other than a Sonic Partnership) after the Initial Closing Date will not be deemed to be a “Real Estate Asset Disposition.”

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“Real Estate Asset Disposition for Non-Cash Proceeds” means any sale, transfer or other disposition of Owned Property to the extent that the consideration for which is in the form of a Non-Cash Proceeds Note.

“Real Estate Asset Disposition Proceeds” means the cash proceeds actually received from any Real Estate Asset Disposition whether at the time of such Real Estate Asset Disposition with respect to a Real Estate Asset Disposition for Cash Proceeds or when paid in respect of a Non-Cash Proceeds Note with respect to a Real Estate Asset Disposition for Non-Cash Proceeds, in each case, net of reasonable attorneys’ fees, accountants’ fees and other reasonable out-of-pocket expenses actually incurred in connection therewith.

“Real Estate Asset Disposition for Cash Proceeds” means any sale, transfer or other disposition of any Owned Property to the extent the consideration for which is in the form of cash.

“Real Estate Asset Dispositions Threshold” means, with respect to any fiscal year of the Co-Issuers, $10,000,000.

“Real Estate Assets Contribution Agreement” means the Real Estate Assets Contribution Agreement, dated as of December 20, 2006, by and between the SRI Real Estate Assets Holder and SRI, as amended, supplemented or otherwise modified from time to time.

“Real Estate Interests Contribution Agreement” means the Real Estate Interests Contribution Agreement, dated as of December 20, 2006, by and between the SRI Real Estate Holdco and SRI, as amended, supplemented or otherwise modified from time to time.

“Record Date” means, with respect to any Payment Date, the last day of the immediately preceding calendar month.

“Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Registrar” has the meaning specified in Section 2.5(a) of the Base Indenture.

“Reimbursements” means the reimbursement obligations of the Co-Issuers (including any interest thereon), with respect to any payment made by any Insurer under each applicable Policy, pursuant to the terms of the related Insurance Agreement and any indemnification payable thereunder by the Co-Issuers.

“Reinvested”, and any derivatives thereof, means with respect to the use of proceeds from any Real Estate Asset Disposition in accordance with Section 8.16 of the Base Indenture to purchase an Eligible Real Estate Asset, the date on which New

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ADIC or SRI Real Estate Assets Holder, as the case may be, enters into a legally binding contract to purchase an Eligible Real Estate Asset; provided, however, if the closing with respect to such contact does not occur within 180 days after the execution of such contract or if such contract is terminated, then the Real Estate Assets Disposition Proceeds that were to be used in connection with such purchase shall be (a) promptly deposited into the Collection Account if such Real Estate Asset Disposition Proceeds are below the Real Estate Asset Disposition Threshold or (b) used to prepay the Outstanding Principal Amount of any Notes Outstanding if such Real Estate Asset Disposition Proceeds are at or above the Real Estate Asset Disposition Threshold, in each case, in accordance with Section 8.16 of the Base Indenture.

“Related Documents” means the Indenture Documents, the Collateral Transaction Documents, the Account Agreements, any Insurance Agreement, any Policy, any Insurer Fee Letter, the Depository Agreements, any Variable Funding Note Purchase Agreement, any Swap Agreement, any Interest Rate Hedge Agreement, any Enhancement Agreement and any other agreements entered into, or certificates delivered, pursuant to the foregoing documents.

“Rents” shall mean, with respect to each Owned Property, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of any Securitization Entity or its agents from any and all sources arising from or attributable to the Owned Property, and proceeds, if any, from business interruption or other loss of income insurance.

“Required Rating” means (i) a short-term certificate of deposit rating from Moody’s of “P-1” and from S&P of at least “A-1” and (ii) a long-term unsecured debt rating of not less than “Aa3” by Moody’s and “AA-“ by S&P.

“Requirements of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, limited liability company agreement, partnership agreement or other organizational or governing documents of such Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, whether federal, state, local or foreign (including, without limitation, usury laws, the Federal Truth in Lending Act and retail installment sales acts).

“Residual Amount” means for any Interim Allocation Date with respect to any Monthly Collection Period an amount equal to the amount, if any, by which the amount allocated to the Collection Account on such Interim Allocation Date exceeds the sum of the amounts to be paid and/or allocated on such Interim Allocation Date pursuant to clauses (i) through (xxiii) of the Priority of Payments.

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“Retained Collections” means (whether characterized as Free Cash Flow, IP Holder License Revenue or otherwise) all (a) Franchise Royalty Fees, (b) Initial Franchise Fees, (c) Partner Drive-In Lease Payments, (d) New Franchise Drive-In Lease Payments, (e) Kansas Sonic Partnership Distributions, (f) Real Estate Disposition Proceeds deposited into the Collection Account in accordance with Section 8.16(a)(i) of the Base Indenture, (g) Franchisee Insurance Proceeds, (h) Securitization Entity Insurance Proceeds, (i) Investment Income deposited into, or on deposit in, the Collection Account and (j) any Retained Collections Contributions.

“Retained Collections Contributions” means, with respect to any Monthly Collection Period, a cash contribution made by SISI or SRI to the Master Issuer or SRI Real Estate Holdco, as the case may be, at any time prior to the Final Series Legal Final Maturity Date that are deemed to be “Retained Collections” by the Control Party, in its sole discretion.

“S&P” or “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“Scheduled Principal Payments” means, with respect to any Series or any Class of any Series of Notes, any payments scheduled to be made pursuant to the applicable Series Supplement that reduce the amount of principal Outstanding with respect to such Series or Class on a periodic basis that are identified as “Scheduled Principal Payments” in the applicable Series Supplement.

“Scheduled Principal Payments Deficiency Event” means, with respect to any Monthly Collection Period, as of the last Interim Allocation Date with respect to such Monthly Collection Period, the occurrence of the following event: the amount of funds on deposit in the Senior Notes Principal Payments Account after the third Interim Allocation Date with respect to such Monthly Collection Period, is less than the Senior Notes Scheduled Principal Payments Amount for the next succeeding Payment Date.

“Scheduled Principal Payments Deficiency Notice” has the meaning specified in Section 4.1 of the Base Indenture.

“Secured Parties” means the Insurers, the Noteholders and the Trustee in its individual capacity, together with their respective successors and assigns.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary” has the meaning set forth in Section 5.7(a) of the Base Indenture.

“Securitization Contribution Agreements” means, collectively, the Franchise Assets Contribution Agreement, the IP Assets Contribution Agreement and the Kansas Assets Contribution Agreement.

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“Securitization Entities” means, collectively, the Master Issuer, the Franchisor, the Franchise Assets Holder, ADIC Holdco, the IP Holder, New ADIC, SRI Real Estate Holdco and the SRI Real Estate Assets Holder.

“Securitization Entity Excluded Amounts Concentration Account” means any concentration or other account established by the Master Issuer or any other Securitization Entity for the purpose of depositing Collections constituting Excluded Amounts therein; provided that each such account shall be an Eligible Account.

“Securitization Entity Excluded Amounts Lock-Box Account” means any lock-box account established by the Master Issuer or any other Securitization Entity for the purpose of depositing Collections constituting Excluded Amounts therein; provided that each such account shall be an Eligible Account.

“Securitization Entity Indemnities” means all indemnification obligations that the Securitization Entities have to their officers, directors or managers under their Charter Documents.

“Securitization Entity Insurance Proceeds” means any amounts received by any Securitization Entity upon settlement of a claim filed under any insurance policy maintained by the Securitization Entities in accordance with Section 8.28 of the Base Indenture.

“Securitization Entity Lease” means, collectively, the Partner Drive-In Master Leases and the New Franchise Drive-In Leases.

“Securitization Entity Operating Account” the IP Holder Operating Account and any other Eligible Account maintained in the name of a Securitization Entity and pledged to the Trustee into which the Servicer causes IP License Fees to be deposited or any successor account that is an Eligible Account established for a Securitization Entity by the Servicer for such purpose pursuant to the Base Indenture and the Servicing Agreement, including, without limitation, account no. 4005107826 entitled “BancFirst – America’s Drive-In Holding Inc. (ADIC Holdco)” maintained in the name of ADIC Holdco at BancFirst , account no. 4005107761 entitled “BancFirst – Sonic Industries Franchising LLC” maintained in the name of the Franchise Assets Holder at BancFirst and account no. 402895007 entitled “BancFirst – Sonic Industries LLC” maintained in the name of the Franchisor at BancFirst.

“Securitization Operating Expenses” means all (a) Trustee Fees, (b) Independent Accountant Fees, (c) Organizational Expenses, (d) Rating Agency Fees, (e) Securitization Entity Indemnities, (f) Performance Manager Fees, (g) Mortgage Recordation Fees and (h) fees incurred by the Securitization Entities in connection with the replacement of the Servicer.

“Senior Debt” means the issuance of Indebtedness under the Indenture by the Co-Issuers that by its terms (through its alphabetical designation as “Class A” pursuant to the Series Supplement applicable to such Indebtedness) is senior in the right to receive interest and principal on such Indebtedness to the right to receive interest and principal on any Subordinated Debt.

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“Senior Noteholder” means any Holder of Senior Notes of any Series.

“Senior Notes” means any Series or Class of any Series of Notes issued that are designated as “Class A” and identified as “Senior Notes” in the applicable Series Supplement that constitute Senior Debt.

“Senior Notes Accrued Monthly Insured Interest Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 37.5% of the Senior Notes Aggregate Monthly Insured Interest for each Interest Period ending in the next succeeding Monthly Collection Period and (B) the Senior Notes Accrued Monthly Insured Interest Make-Up Amount for such Interim Allocation Date, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 50% of the Senior Notes Aggregate Monthly Insured Interest for each Interest Period ending in the next succeeding Monthly Collection Period, (B) the Carryover Senior Notes Accrued Monthly Insured Interest Amount for such Interim Allocation Date and (C) the Senior Notes Accrued Monthly Insured Interest Make-Up Amount for such Interim Allocation Period and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) the amount, if any, by which (i) the Senior Notes Aggregate Monthly Insured Interest for each Interest Period ending in the next succeeding Monthly Collection Period exceeds (ii) the aggregate amount previously allocated to the Senior Notes Interest Account with respect to Senior Notes Aggregate Monthly Insured Interest on each preceding Interim Allocation Date with respect to such Monthly Collection Period and (B) the Senior Notes Accrued Monthly Insured Interest Make-Up Amount for such Interim Allocation Period.

“Senior Notes Accrued Monthly Insured Interest Make-Up Amount” means, with respect to any Interim Allocation Date that occurs on or after a Payment Date on which amounts are withdrawn from the Senior Notes Interest Account pursuant to Section 5.11(a) of the Base Indenture to cover any Class A-1 Senior Notes Insured Interest Adjustment Amount (a) for the first such Interim Allocation Date, the amount, if any, which has been withdrawn therefrom and (b) for any subsequent Interim Allocation Date, the amount, if any, by which (i) the amount withdrawn therefrom exceeds (ii) the amount repaid to the Senior Notes Interest Account on any previous Interim Allocation Date pursuant to clause (a) above or this clause (b) until the amount withdrawn therefrom has been repaid.

“Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to 37.5% of the Senior Notes Aggregate Monthly Post-ARD Uninsured Interest for each Interest Period ending in the next succeeding Monthly Collection Period, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period,

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an amount equal to the sum of (A) 50% of the Senior Notes Aggregate Monthly Post-ARD Contingent Uninsured Interest for each Interest Period ending in the next succeeding Monthly Collection Period and (B) the Carryover Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount for such Interim Allocation Date and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the amount by which (A) the Senior Notes Aggregate Monthly Post-ARD Contingent Uninsured Interest for each Interest Period ending in the next succeeding Monthly Collection Period exceeds (B) the aggregate amount previously allocated to the Senior Notes Uninsured Interest Account with respect to the Senior Notes Monthly Post-ARD Contingent Uninsured Interest on each preceding Interim Allocation Date with respect to such Monthly Collection Period.

“Senior Notes Accrued Scheduled Principal Payments Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to 37.5% of the Senior Notes Aggregate Scheduled Principal Payments for the Payment Date occurring in the next succeeding Monthly Collection Period, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 50% of the Senior Notes Aggregate Scheduled Principal Payments for the Payment Date occurring in the next succeeding Monthly Collection Period and (B) the Carryover Senior Notes Accrued Scheduled Principal Payments Amount for such Interim Allocation Date and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the amount by which (A) the Senior Notes Aggregate Scheduled Principal Payments for the Payment Date occurring in the next succeeding Monthly Collection Period exceeds (B) the aggregate amount previously allocated to the Senior Notes Principal Payments Account with respect to Senior Notes Aggregate Scheduled Principal Payments on each preceding Interim Allocation Date with respect to such Monthly Collection Period.

“Senior Notes Aggregate Monthly Insured Interest” means, for any Interest Period, with respect to all Senior Notes Outstanding, the aggregate amount of Senior Notes Monthly Insured Interest due and payable on all such Senior Notes with respect to such Interest Period.

“Senior Notes Aggregate Monthly Post-ARD Contingent Uninsured Interest” means, for any Interest Period, with respect to all Senior Notes Outstanding, the aggregate amount of Senior Notes Monthly Post-ARD Contingent Uninsured Interest accrued on all such Senior Notes with respect to such Interest Period.

“Senior Notes Aggregate Scheduled Principal Payments” means, for any Payment Date, with respect to all Senior Notes Outstanding, the aggregate amount of Senior Notes Scheduled Principal Payments due and payable on all such Senior Notes on such Payment Date.

“Senior Notes Available Reserve Account Amount” means, as of any date of determination, collectively, the amount on deposit in the Senior Notes Interest Reserve Account and the amount on deposit in the Cash Trap Reserve Account.

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“Senior Notes Insured Interest Shortfall Amount” has the meaning set forth in Section 5.11(b) of the Base Indenture.

“Senior Notes Interest Reserve Account” shall have the meaning set forth in Section 5.3(a) of the Base Indenture.

“Senior Notes Interest Reserve Account Deficit Amount” means, on any Interim Allocation Date with respect to a Monthly Collection Period, an amount equal to the amount, if any, by which (a) the Senior Notes Interest Reserve Amount exceeds (b) the amount on deposit in the Senior Notes Interest Reserve Account on such date.

“Senior Notes Interest Reserve Amount” means, for any Interim Allocation Date, the aggregate of all amounts required to be on deposit in the Senior Notes Interest Reserve Account on such Interim Allocation Date pursuant to any Series Supplement.

“Senior Notes Interest Reserve Step-Down Date” means any date on which any amount on deposit in the Senior Notes Interest Reserve Account is required to be released pursuant to the terms of any Series Supplement.

“Senior Notes Interest Reserve Step-Down Release Amount” means the aggregate amount of funds on deposit in the Senior Notes Interest Reserve Account that are required to be released on any Senior Notes Interest Reserve Step-Down Date pursuant to the terms of any Series Supplement.

“Senior Notes Interest Account” shall have the meaning set forth in Section 5.6 of the Base Indenture.

“Senior Notes Monthly Insured Interest” means, for any Interest Period, (a) with respect to any Senior Notes Outstanding, the aggregate amount of interest due and payable, with respect to such Interest Period, on such Senior Notes that is identified as “Senior Notes Monthly Insured Interest” in the applicable Series Supplement plus (b) with respect to any Class A-1 Senior Notes Outstanding, the aggregate amount of any letter of credit fees due and payable, with respect to such Interest Period, on such Class A-1 Senior Notes pursuant to the applicable Variable Funding Note Purchase Agreement that are identified as “Senior Notes Monthly Insured Interest” in the applicable Series Supplement; provided that if, on any Interim Allocation Date or other date of determination, the actual amount of any such interest or letter of credit fees cannot be ascertained, an estimate of such interest or letter of credit fees shall be used to calculate the Senior Notes Monthly Insured Interest for such Interim Allocation Date or other date of determination in accordance with the terms and provisions of the applicable Series Supplement; provided further that any amount identified as “Senior Notes Monthly Post-ARD Contingent Uninsured Interest,” “Class A-1 Senior Notes Administrative Expenses,” “Class A-1 Senior Notes Monthly Commitment Fees” or “Class A-1 Senior Notes Other Amounts” in any Series Supplement shall under no circumstances be deemed to constitute “Senior Notes Monthly Insured Interest.”

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“Senior Notes Monthly Post-ARD Contingent Uninsured Interest” means, for any Interest Period, with respect to any Senior Notes Outstanding, the aggregate amount of interest accrued with respect to such Interest Period on such Senior Notes that is identified as “Senior Notes Monthly Post-ARD Contingent Uninsured Interest” in the applicable Series Supplement; provided that if, on any Interim Allocation Date or other date of determination, the actual amount of any such interest cannot be ascertained, an estimate of such interest shall be used to calculate the Senior Notes Monthly Post-ARD Contingent Uninsured Interest for such Interim Allocation Date or other date of determination in accordance with the terms and provisions of the applicable Series Supplement; provided further that any amount identified as “Senior Notes Monthly Insured Interest” in any Series Supplement shall under no circumstances be deemed to constitute “Senior Notes Monthly Post-ARD Contingent Uninsured Interest”.

“Senior Notes Principal Payments Account” shall have the meaning set forth in Section 5.6 of the Base Indenture.

“Senior Notes Scheduled Principal Payments” means, with respect to any Class of Senior Notes Outstanding, any Scheduled Principal Payments with respect to such Class of Senior Notes.

“Senior Notes Scheduled Principal Payments Deficiency Amount” means, with respect to any Monthly Collection Period and as calculated as of the last day of such Monthly Collection Period, the amount, if any, by which (a) the Senior Notes Aggregate Scheduled Principal Payments (including any Senior Notes Scheduled Principal Payments Deficiency Amounts due but unpaid from any previous Monthly Collection Period) due and payable on the Payment Date in the next succeeding Monthly Collection Period exceeds (b) the amount on deposit on such last day of such Monthly Collection Period in the Senior Notes Principal Payments Account with respect to Senior Notes Scheduled Principal Payments due and payable on the Payment Date in the next succeeding Monthly Collection Period.

“Senior Notes Uninsured Interest Account” has the meaning set forth in Section 5.6 of the Base Indenture.

“Series Account” means any account or accounts established pursuant to a Series Supplement for the benefit of a Series of Notes (or any Class thereof).

“Series Anticipated Repayment Date” means, with respect to any Series of Notes, the “Anticipated Repayment Date” set forth in the related Series Supplement.

“Series Closing Date” means, with respect to any Series of Notes, the date of issuance of such Series of Notes, as specified in the applicable Series Supplement.

“Series Distribution Account” means, with respect to any Series of Notes or any Class of any Series of Notes, an account established to receive distributions to be paid to the Noteholders of such Class or such Series of Notes pursuant to the applicable Series Supplement.

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“Series Legal Final Maturity Date” means, with respect to any Series, the “Legal Final Maturity Date” set forth in the related Series Supplement.

“Series of Notes” or “Series” means each series of Notes issued and authenticated pursuant to the Base Indenture and the applicable Series Supplement.

“Series Supplement” means a supplement to the Base Indenture complying (to the extent applicable) with the terms of Section 2.3 of the Base Indenture.

“Servicer” means SISI, as servicer, under the Servicing Agreement, and any successor thereto.

“Servicer Termination Event” means the occurrence of an event specified in Section 6.1 of the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement, dated as of December 20, 2006, by and among SISI, as servicer, the Co-Issuers, the Franchisor and the Trustee, as amended, supplemented or otherwise modified from time to time.

“Servicing Standard” has the meaning set forth in the Servicing Agreement.

“SISI” means Sonic Industries Services Inc., an Oklahoma corporation, formerly known as Sonic Industries Inc., and its successors and assigns.

“SISI By-Laws” means the by-laws of SISI, as amended, supplemented or modified from time to time.

“SISI Certificate of Incorporation” means the certificate of incorporation of SISI, dated as of September 26, 1973, as amended, supplemented or otherwise modified from time to time.

“SISI Charter Documents” means the SISI Certificate of Incorporation and the SISI By-Laws.

“SISI Contribution Agreement” means the SISI Contribution Agreement, dated as of December 20, 2006, by and between SISI and the Master Issuer, as amended, supplemented or otherwise modified from time to time.

“SISI IP License Agreement” means the SISI License Agreement, dated as of December 20, 2006, by and between SISI and the IP Holder, as amended, supplemented or otherwise modified from time to time.

“Sonic Brand” means the business offered throughout the world under or in connection with the Sonic^® name and Trademarks or any Trademarks related to, based on or derivative thereof.

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“Sonic Entity” means Holdco and each of its direct and indirect Subsidiaries, now existing or hereafter created, including, without limitation, SISI, SRI and the Securitization Entities.

“Sonic Partnership Agreement” means, with respect to any Sonic Partnership, the general partnership agreement, the limited partnership agreement or the limited liability company agreement, as applicable, of such Sonic Partnership.

“Sonic Partnership” means any general partnership, limited partnership or limited liability company that owns and operates one or more Drive-Ins and which is controlled by any Sonic Entity through their ownership of a majority of the Equity Interests of such entity.

“Sonic Partnership Gross Sales” means the total amount received from the sale of all products and performance of all services from or through a Partner Drive-In, including all insurance proceeds for loss of business due to a casualty or similar event at such Partner Drive-In, but excluding discounts, sales taxes or other similar taxes and credits.

“Sonic Sign Leases” means any sign lease agreement entered into by any Franchisee, as lessee, and SISI, as lessor, with respect to the lease of an outdoor advertising sign displaying the “Sonic” name to be placed at the Drive-In operated by such Franchisee.

“Sonic Sign Lease Payments” means, with respect to any Interim Collection Period, the amount paid by any Franchisee pursuant to any Sonic Sign Lease during such Interim Collection Period.

“Sonic System” or “System” means the system of Sonic Brand Drive-Ins.

“Sonic Systemwide Sales” means (a) as of any Sonic Systemwide Sales Calculation Date, the Gross Sales with respect to all Drive-Ins for the twelve-month period ended on the last day of the immediately preceding month and (b) as of any Payment Date, the sum of (i) the Estimated Gross Sales with respect to all Franchise Drive-Ins for the month ended on the last day of the month immediately preceding such Payment Date plus (ii) the Gross Sales with respect to all Partner Drive-Ins for the month ended on the last day of the month immediately preceding such Payment Date plus (iii) the Gross Sales with respect to all Drive-Ins for the eleven-month period ended on the last day of the month immediately prior to such immediately preceding month; provided that for the purposes of calculating Sonic Systemwide Sales for the first Payment Date after the Initial Closing Date, Gross Sales with respect to all Drive-Ins will be calculated for the twelve-month period ended on December 31, 2006.

“Sonic Systemwide Sales Calculation Date” means the last day of each calendar month.

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“Sonic Systemwide Sales Calculation Date Report” has the meaning set forth in Section 4.1(k) of the Base Indenture.

“Specified Bankruptcy Opinion Provisions” means the provisions contained in the legal opinions delivered in connection with the issuance of each Series of Notes relating to the non-substantive consolidation of the Securitization Entities with any of SISI, SRI or Holdco.

“SRI” means Sonic Restaurants Inc., an Oklahoma corporation, and its successors and assigns.

“SRI By-Laws” means the by-laws of SRI, as amended, supplemented or modified from time to time.

“SRI Certificate of Incorporation” means the certificate of incorporation of SRI, dated as of July 12, 1978, as amended, supplemented or otherwise modified from time to time.

“SRI Charter Documents” means the SRI Certificate of Incorporation and the SRI By-Laws.

“SRI Contribution Agreements” means, collectively, the Real Estate Interests Contribution Agreement and the Real Estate Assets Contribution Agreement.

“SRI Real Estate Assets Holder” means SRI Real Estate Properties LLC, a Delaware limited liability company, and its successors and assigns.

“SRI Real Estate Assets Holder Certificate of Formation” means the certificate of formation of the SRI Real Estate Assets Holder, dated as of November 20, 2006, as amended, supplemented or otherwise modified from time to time.

“SRI Real Estate Assets Holder Charter Documents” means the SRI Real Estate Assets Holder Certificate of Formation and the SRI Real Estate Assets Holder Operating Agreement.

“SRI Real Estate Assets Holder Operating Agreement” means the Limited Liability Company Agreement of the SRI Real Estate Assets Holder, dated as of December 11, 2006, as amended, supplemented or otherwise modified from time to time.

“SRI Real Estate Entities” means, collectively, SRI Real Estate Holdco and each Subsidiary of SRI Real Estate Holdco.

“SRI Real Estate Holdco” means SRI Real Estate Holding LLC, a Delaware limited liability company, and it successors and assigns.

“SRI Real Estate Holdco Certificate of Formation” means the certificate of formation of the SRI Real Estate Holdco, dated as of November 20, 2006, as amended, supplemented or otherwise modified from time to time.

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“SRI Real Estate Holdco Charter Documents” means the SRI Real Estate Holdco Certificate of Formation and the SRI Real Estate Holdco Operating Agreement.

“SRI Real Estate Holdco Operating Agreement” means the Limited Liability Company Agreement of the SRI Real Estate Holdco, dated as of December 11, 2006, as amended, supplemented or otherwise modified from time to time.

“SRI Subservicing Agreement” means the Subservicing Agreement, dated as of December 20, 2006, by and between SISI and SRI, as amended, supplemented or otherwise modified from time to time.

“Subclass” means, with respect to any Class of any Series of Notes, any one of the subclasses of Notes of such Class as specified in the applicable Series Supplement.

“Subordinated Debt” means any issuance of Indebtedness under the Indenture by the Co-Issuers that by its terms (through its alphabetical designation as “Class B” through “Class Z” pursuant to the Series Supplement applicable to such Indebtedness) subordinates the right to receive interest and principal on such Indebtedness to the right to receive interest and principal on any Senior Notes.

“Subordinated Debt Provisions” means, with respect to the issuance of any Series of Notes that includes Subordinated Debt, the terms of such Subordinated Debt shall include the following provisions: (a) the Series Anticipated Repayment Date for such Subordinated Debt shall not be earlier than the sixth anniversary of the Series Closing Date with respect to such Subordinated Debt, (b) if the Senior Debt issued on the Initial Closing Date is refinanced on or prior to the Payment Date following the sixth anniversary of the Initial Closing Date and any such Subordinated Debt having a Series Anticipated Repayment Date on or before the Series Anticipated Repayment Date of such Senior Debt is not refinanced on or prior to the Payment Date following the sixth anniversary of the Initial Closing Date, such Subordinated Debt shall begin to amortize on the date that the Senior Debt is refinanced pursuant to a targeted principal payment schedule to be set forth in the applicable Series Supplement, (c) if the Senior Debt issued on the Initial Closing Date is not refinanced on or prior to the Payment Date following the sixth anniversary of the Initial Closing Date, such Subordinated Debt shall not be permitted to be refinanced and (d) any and all Liens on the Collateral created in favor of any holder of Subordinated Debt in connection with the issuance thereof shall be expressly junior in priority to all Liens on the Collateral in favor any holder of Senior Debt.

“Subordinated Notes” means, with respect to any Class of Notes, any such Class given an alphabetic designation other than “A”.

“Subordinated Notes Accrued Monthly Interest Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to 37.5% of the Subordinated Notes Aggregate Monthly Interest for each Interest Period ending in the

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next succeeding Monthly Collection Period, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 50% of the Subordinated Notes Aggregate Monthly Interest for each Interest Period ending in the next succeeding Monthly Collection Period and (B) the Carryover Subordinated Notes Accrued Monthly Interest Amount for such Interim Allocation Date and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the amount, if any, by which (i) the Subordinated Notes Aggregate Monthly Interest for each Interest Period ending in the next succeeding Monthly Collection Period exceeds (ii) the aggregate amount previously allocated to the Subordinated Notes Interest Account with respect to Subordinated Notes Aggregate Monthly Interest on each preceding Interim Allocation Date with respect to such Monthly Collection Period.

“Subordinated Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to 37.5% of the Subordinated Notes Aggregate Monthly Post-ARD Contingent Uninsured Interest for the Interest Period ending in the next succeeding Monthly Collection Period, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 50% of the Subordinated Notes Aggregate Monthly Post-ARD Contingent Uninsured Interest for the Interest Period ending in the next succeeding Monthly Collection Period and (B) the Carryover Subordinated Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount for such Interim Allocation Date and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the amount by which (A) the Subordinated Notes Aggregate Monthly Post-ARD Contingent Uninsured Interest for the Interest Period ending in the next succeeding Monthly Collection Period exceeds (B) the aggregate amount previously allocated to the Subordinated Notes Uninsured Interest Account with respect to Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest on each preceding Interim Allocation Date with respect to such Monthly Collection Period.

“Subordinated Notes Accrued Scheduled Principal Payments Amount” means, with respect to any Monthly Collection Period, (a) on the first Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to 37.5% of the Subordinated Notes Aggregate Scheduled Principal Payments for the Payment Date occurring in the next succeeding Monthly Collection Period, (b) on the second Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the sum of (A) 50% of the Subordinated Notes Accrued Scheduled Principal Payments for the Payment Date occurring in the next succeeding Monthly Collection Period and (B) the Carryover Subordinated Notes Accrued Scheduled Principal Payments Amount for such Interim Allocation Date and (c) on the third Interim Allocation Date to occur with respect to such Monthly Collection Period, an amount equal to the amount by which (A) the Subordinated Notes Accrued Scheduled Principal Payments for the Payment Date occurring in the next succeeding Monthly Collection Period exceeds (B) the aggregate amount previously allocated to the Subordinated Notes

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Principal Payments Account with respect to Subordinated Notes Aggregate Scheduled Principal Payments on each preceding Interim Allocation Date with respect to such Monthly Collection Period.

“Subordinated Notes Aggregate Monthly Interest” means, for any Interest Period, with respect to all Subordinated Notes Outstanding, the aggregate amount of Subordinated Notes Monthly Interest due and payable on all such Subordinated Notes with respect to such Interest Period.

“Subordinated Notes Aggregate Monthly Post-ARD Contingent Uninsured Interest Amount” means, for any Interest Period, with respect to all Subordinated Notes Outstanding, the aggregate amount of Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest accrued on all such Subordinated Notes with respect to such Interest Period.

“Subordinated Notes Aggregate Scheduled Principal Payments” means, for any Payment Date, with respect to all Subordinated Notes Outstanding, the aggregate amount of Subordinated Notes Scheduled Principal Payments due and payable on all such Subordinated Notes on such Payment Date.

“Subordinated Notes Interest Account” shall have the meaning set forth in Section 5.6 of the Base Indenture.

“Subordinated Notes Interest Shortfall Amount” shall have the meaning set forth in Section 5.11(h) of the Base Indenture.

“Subordinated Notes Monthly Interest” means, for any Interest Period, with respect to any Class of Subordinated Notes Outstanding, the aggregate amount of interest due and payable, with respect to such Interest Period, on such Class of Subordinated Notes that is identified as “Subordinated Notes Monthly Interest” in the applicable Series Supplement; provided that if, on any Interim Allocation Date or other date of determination, the actual amount of any such interest, fees or expenses cannot be ascertained, an estimate of such interest, fees or expenses shall be used to calculate the Subordinated Notes Monthly Interest for such Interim Allocation Date or other date of determination in accordance with the terms and provisions of the applicable Series Supplement; provided further that any amount identified as “Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest” in any Series Supplement shall under no circumstances be deemed to constitute “Subordinated Notes Monthly Interest”.

“Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest” means, for any Interest Period, with respect to any Class of Subordinated Notes Outstanding, the aggregate amount of interest accrued with respect to such Interest Period on each such Class of Subordinated Notes that is identified as “Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest” in the applicable Series Supplement; provided that if, on any Interim Allocation Date or other date of determination, the actual amount of any such interest cannot be ascertained, an estimate of such interest shall be used to calculate the Subordinated Notes Monthly Post-ARD Contingent Uninsured

55

Interest for such Interim Allocation Date or other date of determination in accordance with the terms and provisions of the applicable Series Supplement; provided further that any amount identified as “Subordinated Notes Monthly Interest” in any Series Supplement shall under no circumstances be deemed to constitute “Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest”.

“Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest Amount” means the aggregate amount of all accrued but unpaid Subordinated Notes Monthly Post-ARD Contingent Uninsured Interest owed on the Subordinated Notes.

“Subordinated Notes Principal Payments Account” shall have the meaning set forth in Section 5.6 of the Base Indenture.

“Subordinated Notes Scheduled Principal Payments” means, with respect to any Class of Subordinated Notes Outstanding, any Scheduled Principal Payments with respect to such Class of Subordinated Notes.

“Subordinated Notes Uninsured Interest Account” shall have the meaning set forth in Section 5.6 of the Base Indenture.

“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or (b) that is, at the time any determination is being made, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Supplement” means a supplement to the Base Indenture complying (to the extent applicable) with the terms of Article XII of the Base Indenture.

“Supplemental Servicing Fee” means for each Interim Allocation Date with respect to any Monthly Collection Period the amount, approved in writing by the Control Party in its sole discretion, by which (i) the expenses incurred or other amounts charged by the Servicer since the beginning of such Monthly Collection Period in connection with the performance of the Servicer’s obligations under the Servicing Agreement exceed (ii) the Interim Servicing Fees received and to be received by the Servicer from the Master Issuer and SRI Real Estate Holdco on such Interim Allocation Date and each preceding Interim Allocation Date with respect to such Monthly Collection Period.

“Swap Agreement” means one or more interest rate swap contracts, interest rate cap agreements or similar contracts entered into by the Co-Issuers in connection with the issuance of a Series of Notes, as specified in the applicable Series Supplement, providing limited protection against interest rate risks.

56

“System Marketing Fees” means any fees payable by the Franchisees (including the Sonic Partnerships) pursuant to the Franchise Arrangements to be used by any “franchisor” for marketing activities in accordance with the terms of the Franchise Arrangements.

“System Marketing Fund” means the fund administered by the Servicer, on behalf of the Franchisor and the Franchise Assets Holder, in accordance with the Servicing Agreement, to which the Franchisees (including the Sonic Partnerships) pay System Marketing Fees.

“System Marketing Fund Account” means deposit account no. 4005072615 entitled “Sonic Industries Inc. Marketing Fund in Trust for the Benefit of the Franchisees on Behalf of SI LLC and SIF LLC” maintained in the name of the Servicer, on behalf of the Franchisor and the Franchise Assets Holder, for the benefit of the Franchisees at a Qualified Institution into which the Servicer causes System Marketing Fees and Advertising Co-Op Fees to be deposited or any successor deposit account established by the Servicer for such purpose pursuant to the Servicing Agreement.

“Target Bond Balance Amounts” means, with respect to any Series or any Class of any Series of Notes, any amounts that indicate the target amount of principal that will be Outstanding on each Payment Date prior to the applicable Series Anticipated Repayment Date that are identified as “Target Bond Balance Amounts” in the applicable Series Supplement.

“Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, environmental, customs duties, capital stock, profits, documentary, property, franchise, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, or other tax of any kind whatsoever, including any interest, penalty, fine, assessment or addition thereto.

“Tax Opinion” means an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters to be delivered in connection with the issuance of each new Series of Notes to the effect that, for United States federal income tax purposes, (a) the issuance of such new Series of Notes will not affect adversely the United States federal income tax characterization of any Series of Notes Outstanding or Class thereof that was (based upon an Opinion of Counsel) treated as indebtedness at the time of their issuance and (b) such new Series of Notes will as of the date of issuance be treated as indebtedness.

“Technology Fees” means any fees payable by Third-Party Vendors pursuant to Third-Party Vendor Agreements to be used by any “franchisor” for technology expenditures in accordance with the terms of the Franchise Arrangements.

“Technology Fund” means the fund administered by the Servicer, on behalf of the Franchisor and the Franchise Assets Holder, in accordance with the Servicing Agreement, to which Third-Party Vendors pay Technology Fees pursuant to the Third-Party Vendor Agreements.

57

“Technology Fund Account” means deposit account no. 4005077048 entitled “Sonic Technology Fund LLC In Trust for the Benefit of the Franchisees on behalf of SI LLC and SIF LLC” maintained in the name of the Technology Fund for the benefit of the Franchisees at a Qualified Institution into which the Servicer causes Technology Fees to be deposited or any successor deposit account established by the Servicer for such purpose pursuant to the Servicing Agreement.

“Third-Party Vendor Agreement Fees” means any fees and/or rebates due and to become due to any Securitization Entity pursuant to any Third-Party Vendor Agreement.

“Third-Party Vendor Agreements” means all Existing Third-Party Vendor Agreements and all New Third-Party Vendor Agreements.

“Third-Party Vendors” means any vendor or supplier party to a Third-Party Vendor Agreement that offers goods or services to the Sonic System.

“Title Insurance Policy” means a policy issued by a title insurance company which insures the holder of such policy against loss resulting from defects of title to a specifically described parcel of real property or from the enforcement of Liens existing against it.

“Trademarks” means all trademarks, service marks, trade dress, trademark rights in designs and logos and other indicia of origin, whether registered or unregistered, and all goodwill of any business associated and connected therewith or symbolized thereby.

“Trust Officer” means any officer within the corporate trust department of the Trustee, including any Vice President, Assistant Vice President or Assistant Treasurer of the Corporate Trust Office, or any trust officer, or any officer customarily performing functions similar to those performed by the person who at the time shall be such officers, in each case having direct responsibility for the administration of this Indenture, and also any officer to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject, or any successor thereto responsible for the administration of the Indenture.

“Trustee” means the party named as such in the Indenture until a successor replaces it in accordance with the applicable provisions of the Indenture and thereafter means the successor serving thereunder.

“Trustee Fees” means the fees payable by the Co-Issuers to the Trustee pursuant to the fee letter between the Co-Issuers and the Trustee and all expenses and indemnities payable by the Co-Issuers to the Trustee pursuant to the Indenture, including, without limitation, any expenses incurred by the Trustee in connection with any inspection pursuant to Section 8.6 of the Base Indenture.

58

“UCC” means the Uniform Commercial Code as in effect from time to time in the specified jurisdiction or any applicable jurisdiction, as the case may be.

“United States” or “U.S.” means the United States of America, its fifty states and the District of Columbia.

“Variable Funding Note Purchase Agreement” means any note purchase agreement entered into by the Co-Issuers in connection with the issuance of Class A-1 Senior Notes that is identified as a “Variable Funding Note Purchase Agreement” in the applicable Series Supplement.

“Welfare Plan” means a “welfare plan” as such term is defined in Section 3(l) of ERISA.

“written” or “in writing” means any form of written communication, including, without limitation, by means of telex, telecopier device, telegraph or cable.

59

Exhibit A

Interim Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

Interim Allocation Date		1
Dates / Periods
Next Payment Date
Current Monthly Collection Period
Beginning Date		___________
Ending Date		___________
Definitions on Timing
Interim Collection Period		1
Interim Collection Period		___________
Beginning Date		___________
Ending Date		___________
Interim Allocation Date
Collections and Retained Collections
Interim Collection Period		1
Collections
Franchise Royalty Fees	$	___________
Initial Franchise Fees	$	___________
Partner Drive-In Lease Payments	$	___________
New Franchise Drive-In Lease Payments	$	___________
Kansas Sonic Partnership Distributions	$	___________
Real Estate Asset Disposition Proceeds	$	___________
Franchisee Insurance Proceeds	$	___________
Securitization Entity Insurance Proceeds	$	___________
Excluded Amounts	$	___________
Investment Income related to Lock-Box Account or Concentration Account	$	___________
Any other amounts deposited or unapplied cash	$	___________
Total Collections during Interim Collection Period	$	___________
Retained Collections
Franchise Royalty Fees	$	___________
Initial Franchise Fees	$	___________
Partner Drive-In Lease Payments	$	___________
New Franchise Drive-In Lease Payments	$	___________
Kansas Sonic Partnership Distributions	$	___________
Real Estate Disposition Proceeds deposited into Collection Account	$	___________
Franchisee Insurance Proceeds	$	___________
Securitization Entity Insurance Proceeds	$	___________
Investment Income deposited into Collection Account or related thereto	$	___________
Retained Collections Contributions	$	___________
Retained Collections during Interim Collection Period	$	___________
Indemnification Payments received during Interim Collection Period	$	___________
Fees, Expenses and Debt Service
Fees and expenses payable on Interim Allocation Date
Interim Servicing Fee	$	___________
Capped Securitization Entities Operating Expenses Amount	$	___________
Class A-1 Senior Notes Accrued Monthly Commitment Fee Amounts	$	___________
Insurer Expenses Amounts	$	___________
Insurer Reimbursements Amounts	$	___________
Capped Class A-1 Senior Notes Administrative Expenses Amount	$	___________
Supplemental Servicing Fee	$	___________
Excess Securitization Entities Operating Expenses Amount	$	___________
Excess Class A-1 Senior Notes Administrative Expenses Amount	$	___________
Class A-1 Senior Notes Other Amounts	$	___________
Environmental Remediation Expenses Amount	$	___________
Accrued amounts related to Notes
Senior Notes Accrued Monthly Insured Interest Amount	$	___________
Accrued Insurer Premiums Amount	$	___________
Senior Notes Accrued Scheduled Principal Payments Amount	$	___________
Senior Notes Scheduled Principal Payments Deficiency Amount	$	___________
Subordinated Notes Accrued Monthly Interest Amount	$	___________

Page 1 of 3

Interim Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

	Interim Allocation Date		1
Subordinated Notes Accrued Scheduled Principal Payments Amount		$	___________
Senior Notes Accrued Monthly Post-ARD Uninsured Interest Amount		$	___________
Class A-1 Senior Notes Accrued Monthly Uninsured Amount		$	___________
Principal Balances
Series 2006-1 Class A-1 Advances
Beginning of Interim Collection Period		$	___________
End of Interim Collection Period		$	___________
Series 2006-1 Swingline Notes outstanding
Beginning of Interim Collection Period		$	___________
End of Interim Collection Period		$	___________
Series 2006-1 L/C Notes outstanding
Beginning of Interim Collection Period		$	___________
End of Interim Collection Period		$	___________
Series 2006-1 Class A-2 Outstanding Principal Amount
Beginning of Interim Collection Period		$	___________
End of Interim Collection Period		$	___________
Priority of Payments
Funds Available
Interim Collection Period			1
Retained Collections		$	___________
Indemnification Payments		$	___________
Triggers
Cash Trapping Percentage			N/A
Rapid Amortization Period			N/A
Priority of Payments
Interim Collection Period			1
i.	Indemnification Payments to Senior Notes Principal Payments Account	$	___________
ii.	Payment of Interim Servicing Fee to the Servicer	$	___________
iii.	a.      Capped Securitization Entities Operating Expenses Amount to Master Issuer and SRI Real Estate Holdco	$	___________
	b.      Post-Default Capped Trustee Expenses Amount to Trustee	$	___________
iv.	Senior Notes Accrued Monthly Insured Interest Amount allocated to Senior Notes Interest Account	$	___________
v.	Accrued Insurer Premiums Amount allocated to Insurer Premiums Account	$	___________
vi.	Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount allocated to Class A-1 Senior Notes Commitment Fee Account	$	___________
vii.	Insurer Expenses Amount paid to Insurer	$	___________
viii.	Insurer Reimbursements Amount paid to Insurer	$	___________
ix.	Capped Class A-1 Senior Notes Administrative Expenses Amount to Class A-1 Administrative Agent	$	___________
x.	Deposit of Senior Notes Interest Reserve Account Deficit Amount to Senior Notes Interest Reserve Account	$	___________
xi.	Supplemental Servicing Fee paid to the Servicer	$	___________
xii.	a.      Senior Notes Accrued Scheduled Principal Payments Amount allocated to Senior Notes Principal Payments Account
	b.      Senior Notes Scheduled Principal Payments Deficiency Amount allocated to Senior Notes Principal Payments Account	$	___________
xiii.	Deposit of Cash Trapping Amount to Cash Trap Reserve Account	$	___________
xiv.	If Rapid Amortization Period, all remaining funds to Senior Notes Principal Payments Account	$	___________
xv.	Excess Securitization Entities Operating Expenses Amount to Master Issuer and SRI Real Estate Holdco	$	___________
xvi.	Excess Class A-1 Senior Notes Administrative Expenses Amount to Class A-1 Administrative Agent	$	___________
xvii.	Class A-1 Senior Notes Other Amounts to Class A-1 Administrative Agent	$	___________
xviii.	Subordinated Notes Accrued Monthly Interest Amount allocated to Subordinated Notes Interest Account	$	___________
xix.	If Rapid Amortization Period, all remaining funds allocated to Subordinated Notes Principal Payments Account	$	___________
xx.	Subordinated Notes Accrued Scheduled Principal Payments Amount allocated to Subordinated Notes Principal Payments Account	$	___________
xxi.	a.      Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount allocated to Senior Notes Uninsured Interest Account	$	___________
	b.      Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount allocated to Senior Notes Uninsured Interest Account	$	___________
xxii.	Subordinated Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount allocated to Subordinated Notes Uninsured Interest Account	$	___________
xxiii.	Payment of Environmental Remediation Expenses Amount	$	___________
xxiv.	Total Residual Amount	$	___________

Page 2 of 3

Interim Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

Interim Allocation Date		1
Allocations to Series 2006-1 Notes
Interim Collection Period		1
(a)    Indemnification Payments
Allocated to Series 2006-1 Class A-1 Notes	$	___________
Allocated to Series 2006-1 Class A-2 Notes	$	___________
(b)    Senior Notes Monthly Insured Interest
Series 2006-1 Class A-1 Monthly Insured Interest	$	___________
Series 2006-1 Class A-2 Monthly Insured Interest	$	___________
(c)    Insurer Premiums
Series 2006-1 Insurer Premiums	$	___________
(d)    Class A-1 Monthly Commitment Fees
Series 2006-1 Class A-1 Monthly Commitment Fees	$	___________
(e)    Insurer Expenses
Series 2006-1 Insurer Expenses	$	___________
(f)     Insurer Reimbursement Amounts
Series 2006-1 Insurer Reimbursements Amounts	$	___________
(g)    Class A-1 Senior Notes Administrative Expenses
Series 2006-1 Class A-1 Administrative Expenses	$	___________
(h)    Senior Notes Accrued Scheduled Principal Payments Amount
Series 2006-1 Class A-2 Scheduled Principal Payments Amount	$	___________
(i)     Senior Notes Scheduled Principal Payments Deficiency Amount
Related to Series 2006-1 Class A-2 Notes	$	___________
(j)     Allocation of funds for payment of Senior Notes principal during Rapid Amortization Period
Allocated to Series 2006-1 Class A-1 Notes	$	___________
Allocated to Series 2006-1 Class A-2 Notes	$	___________
(k)    Class A-1 Senior Notes Other Amounts
Series 2006-1 Class A-1 Other Amounts	$	___________
(l)     Senior Notes Monthly Post-ARD Contingent Uninsured Interest
Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest	$	___________
Series 2006-1 Class A-2 Monthly Post-ARD Uninsured Interest	$	___________
(m)   Class A-1 Senior Notes Monthly Uninsured Interest
Series 2006-1 Monthly Uninsured Interest	$	___________
Reserve Accounts
Interim Collection Period		1
Available Senior Notes Interest Reserve Account Amount at beginning of Interim Collection Period	$	___________
Less Withdrawals Related to:
Shortfall related to Senior Notes Aggregate Monthly Insured Interest on a Payment Date	$	___________
Shortfall related to Insurer Premiums due on a Payment Date	$	___________
Shortfall related to Class A-1 Senior Notes Aggregate Monthly Commitment Fees on a Payment Date	$	___________
Amount withdrawn following Rapid Amortization Event	$	___________
Withdrawal related to Senior Notes Interest Reserve Step-Down Date Release Amount	$	___________
Withdrawal related to reduction in Senior Notes Interest Reserve Amount	$	___________
Withdrawal related to Legal Final Maturity Date	$	___________
Plus Deposits Related to:
Senior Notes Interest Reserve Account Deficit Amount deposited pursuant to (10) of Priority of Payments	$	___________
Available Interest Reserve Account Amount at end of Interim Collection Period	$	___________
Cash Trapping Amounts on deposit in Cash Trap Reserve Account at beginning of Interim Collection Period	$	___________
Less Withdrawals Related to:
Shortfall related to Senior Notes Aggregate Monthly Insured Interest on a Payment Date	$	___________
Shortfall related to Insurer Premiums due on a Payment Date	$	___________
Shortfall related to Class A-1 Senior Notes Aggregate Monthly Commitment Fees on a Payment Date	$	___________
Cash Trapping Release Amount	$	___________
Amount withdrawn following Rapid Amortization Event	$	___________
Plus Deposits:
Cash Trapping Amounts deposited pursuant to (13) of Priority of Payments	$	___________
Cash Trapping Amounts on deposit in Cash Trap Reserve Account at end of Interim Collection Period	$	___________

IN WITNESS HEREOF, the undersigned has duly executed and delivered this Interim Servicer’s Certificate

this ________________________________________________________________________________

Sonic Industries Services Inc. as Servicer on behalf of the Co-Issuers and certain subsidiaries thereto,

by: __________________________________________________________________________________

Page 3 of 3

Exhibit B

Monthly Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

For the Monthly Collection Period starting on     and ending on
Payment Date
Collateral Performance
Open Drive-Ins
	Franchise	Partner		Total
Open Drive-Ins at end of prior Monthly Collection Period	—		—	—
Drive-In Openings during Monthly Collection Period	—		—	—
Permanent Drive-In Closures during Monthly Collection Period	—		—	—
Net Change in Drive-Ins during Monthly Collection Period	—		—	—
Open Drive-Ins at end of Monthly Collection Period	—		—	—
	Franchise	Partner		Total
Same-Store Sales Growth for fiscal quarter ended [    ]	—		—	—
Other Statistics
Number of Drive-Ins who have not paid any Franchise Royalty Fees in prior 60 days as of end of fiscal quarter ended [    ] as % of total Open Drive-Ins as of end of fiscal quarter ended [    ]			____________
Average royalty rate for fiscal quarter ended [    ]			____________
Collections / Indemnification Payments during Monthly Collection Period
		Total for MCP
Collections
Franchise Royalty Fees		$	—
Initial Franchise Fees		$	—
Partner Drive-In Lease Payments		$	—
New Franchise Drive-In Lease Payments		$	—
Kansas Sonic Partnership Distributions		$	—
Real Estate Asset Disposition Proceeds		$	—
Franchisee Insurance Proceeds		$	—
Securitization Entity Insurance Proceeds		$	—
Excluded Amounts		$	—
Investment Income related to Lock-Box Account or Concentration Account		$	—
Any other amounts deposited or unapplied cash		$	—
Total Collections during Monthly Collection Period		$	—
Retained Collections
Franchise Royalty Fees		$	—
Initial Franchise Fees		$	—
Partner Drive-In Lease Payments		$	—
New Franchise Drive-In Lease Payments		$	—
Kansas Sonic Partnership Distributions		$	—
Real Estate Disposition Proceeds deposited into Collection Account		$	—
Franchisee Insurance Proceeds		$	—
Securitization Entity Insurance Proceeds		$	—
Investment Income deposited into Collection Account or related thereto		$	—
Retained Collections Contributions		$	—
Retained Collections during Monthly Collection Period		$	—
Indemnification Payments		$	—
Covenants
Calculation of DSCR
Net Cash Flow for Monthly Collection Period
Monthly Retained Collections		$	—
LESS: Securitization Entities Operating Expenses paid during Monthly Collection Period		$	—
Interim Servicing Fees paid during Monthly Collection Period		$	—

Page 1 of 6

Monthly Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

For the Monthly Collection Period starting on     and ending on
Class A-1 Senior Notes Administrative Expenses paid during Monthly Collection Period		$	—
Investment Income (if included in Monthly Retained Collections) earned during Monthly Collection Period		$	—
Net Cash Flow for Monthly Collection Period		$	—
Debt Service for Monthly Collection Period
Series 2006-1 Class A-1 Monthly Insured Interest		$	—
Series 2006-1 Class A-2 Monthly Insured Interest		$	—
Insurer Premiums		$	—
Series 2006-1 Class A-1 Monthly Commitment Fees		$	—
Difference between Target Bond Balance amount for preceding Payment Date and Target Bond Balance Amount for Such Payment Date		$	—
Debt Service for Monthly Collection Period		$	—
Net Cash Flow for 2nd prior Payment Date		$	—
Net Cash Flow for immediately prior Payment Date		$	—
Net Cash Flow for current Payment Date		$	—
Total Net Cash Flow for Calculation of DSCR		$	—
Debt Service for 2nd prior Payment Date		$	—
Debt Service for immediately prior Payment Date		$	—
Debt Service for current Payment Date		$	—
Total Debt Service for Calculation of DSCR		$	—
Debt Service Coverage Ratios
Debt Service Coverage Ratios	Payment Date	Debt Service Coverage Ratio
	[current Payment Date]		[     ] x
	[prior Payment Date]		[     ] x
	[2nd prior Payment Date]		[     ] x
	[3rd prior Payment Date]		[     ] x
	[4th prior Payment Date]		[     ] x
	[5th prior Payment Date]		[     ] x
DSCR Tests
Series 2006-1 Cash Trapping DSCR Threshold	Year	DSCR
	1		1.75 x
	2		1.50 x
	3		1.25 x
	4		1.15 x
	5		1.05 x
	6		1.05 x
Rapid Amortization DSCR Threshold	Year	DSCR
	1		1.50 x
	2		1.25 x
	3		1.05 x
	4		0.95 x
	5		0.85 x
	6		0.75 x
Series 2006-1 Interest Reserve Step-Down Threshold	Year	DSCR
	2		2.35 x
	3		2.10 x
	4		2.00 x
	5		2.00 x
	6		2.00 x
Year of current Payment Date for DSCR Tests	________		______
Sonic Systemwide Sales Triggers
	Trigger Level
Rapid Amortization Event	$                        2,750,000,000

Page 2 of 6

Monthly Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

For the Monthly Collection Period starting on     and ending on
Event of Default	$	2,250,000,000
Sonic Systemwide Sales as of end of fiscal quarter ended [     ] (including estimate of Franchise Drive-In Gross Sales for prior MCP)	$	—		* Quarterly only
Pass / Fail		[	]	* Results of test reported monthly

Page 3 of 6

Monthly Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

For the Monthly Collection Period starting on     and ending on
Commencement of Certain Events
			Commenced?	Commencement Date
Series 2006-1 Cash Trapping Period			No		N/A
Potential Rapid Amortization Event			No		N/A
Rapid Amortization Event			No		N/A
Default			No		N/A
Event of Default			No		N/A
Servicer Termination Event			No		N/A
Series 2006-1 Interest Reserve Step-Down Date			No		N/A
Series 2006-1 Notes
Series 2006-1 Debt Service Amount
Series 2006-1 Class A-2 Monthly Insured Interest				$	—
Series 2006-1 Class A-1 Monthly Insured Interest				$	—
Series 2006-1 Insurer Premiums				$	—
Difference between Target Bond Balance amount for preceding Payment Date and Target Bond Balance Amount for Such Payment Date				$	—
Series 2006-1 Debt Service Amount				$	—
Outstanding Principal Amounts
Series 2006-1 Class A-1 Notes
Beginning of Monthly Collection Period				$	—
End of Monthly Collection Period				$	—
Series 2006-1 Class A-2 Outstanding Principal Amount
Beginning of Monthly Collection Period				$	—
End of Monthly Collection Period				$	—
Series 2006-1 Prepayments
Amount of Series 2006-1 Class A-2 Notes to be prepaid on Payment Date				$	—
Series 2006-1 Class A-2 Make-Whole Prepayment Premium				$	—
Priority of Payments
Priority of Payments During Monthly Collection Period
				Total for MCP
i.		Indemnification Payments to Senior Notes Principal Payments Account		$	—
ii.		Payment of Interim Servicing Fee to the Servicer		$	—
iii.	a.	Capped Securitization Entities Operating Expenses Amount to Master Issuer and SRI Real Estate Holdco		$	—
	b.	Post-Default Capped Trustee Expenses Amount to Trustee		$	—
iv.		Senior Notes Accrued Monthly Insured Interest Amount allocated to Senior Notes Interest Account		$	—
v.		Accrued Insurer Premiums Amount allocated to Insurer Premiums Account		$	—
vi.		Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount allocated to Class A-1 Senior Notes Commitment Fee Account		$	—
vii.		Insurer Expenses Amount paid to Insurer		$	—
viii.		Insurer Reimbursements Amount paid to Insurer		$	—
ix.		Capped Class A-1 Senior Notes Administrative Expenses Amount to Class A-1 Administrative Agent		$	—
x.		Deposit of Senior Notes Interest Reserve Account Deficit Amount to Senior Notes Interest Reserve Account		$	—
xi.		Supplemental Servicing Fee paid to the Servicer		$	—
xii.	a.	Senior Notes Accrued Scheduled Principal Payments Amount to Senior Notes Principal Payments Account		$	—
	b.	Senior Notes Scheduled Principal Payments Deficiency Amount to Senior Notes Principal Payments Account		$	—
xiii.		Deposit of Cash Trapping Amount to Cash Trap Reserve Account		$	—
xiv.		If Rapid Amortization Period, all remaining funds to Senior Notes Principal Payments Account		$	—
xv.		Excess Securitization Entities Operating Expenses Amount to Master Issuer and SRI Real Estate Holdco		$	—
xvi.		Excess Class A-1 Senior Notes Administrative Expenses Amount to Class A-1 Administrative Agent		$	—

Page 4 of 6

Monthly Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

For the Monthly Collection Period starting on     and ending on
xvii.		Class A-1 Senior Notes Other Amounts to Class A-1 Administrative Agent	$	—
xviii.		Subordinated Notes Accrued Monthly Interest Amount allocated to Subordinated Notes Interest Account	$	—
xix.		If Rapid Amortization Period, all remaining funds allocated to Subordinated Notes Principal Payments Account	$	—
xx.		Subordinated Notes Accrued Scheduled Principal Payments Amount allocated to Subordinated Notes Principal Payments Account	$	—
xxi.	a.	Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount allocated to Senior Notes Uninsured Interest Account	$	—
	b.	Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount allocated to Senior Notes Uninsured Interest Account	$	—
xxii.		Subordinated Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount allocated to Subordinated Notes Uninsured Interest Account	$	—
xxiii.		Payment of Environmental Remediation Expenses Amount	$	—
xxiv.		Total Residual Amount	$	—
Allocations with respect to Series 2006-1
			Total for MCP
(a) Indemnification Payments
Allocated to Series 2006-1 Class A-1 Notes			$	—
Allocated to Series 2006-1 Class A-2 Notes			$	—
(b) Senior Notes Monthly Insured Interest
Series 2006-1 Class A-1 Monthly Insured Interest			$	—
Series 2006-1 Class A-2 Monthly Insured Interest			$	—
(c) Insurer Premiums
Series 2006-1 Insurer Premiums			$	—
(d) Class A-1 Monthly Commitment Fees
Series 2006-1 Class A-1 Monthly Commitment Fees			$	—
(e) Insurer Expenses
Series 2006-1 Insurer Expenses			$	—
(f) Insurer Reimbursement Amounts
Series 2006-1 Insurer Reimbursements Amounts			$	—
(g) Class A-1 Senior Notes Administrative Expenses
Series 2006-1 Class A-1 Administrative Expenses			$	—
(h) Senior Notes Accrued Scheduled Principal Payments Amount
Series 2006-1 Class A-2 Scheduled Principal Payments Amount			$	—
(i) Senior Notes Scheduled Principal Payments Deficiency Amount
Related to Series 2006-1 Class A-2 Notes			$	—
(j) Allocation of funds for payment of Senior Notes principal during Rapid Amortization Period
Allocated to Series 2006-1 Class A-1 Notes			$	—
Allocated to Series 2006-1 Class A-2 Notes			$	—
(k) Class A-1 Senior Notes Other Amounts
Series 2006-1 Class A-1 Other Amounts			$	—
(l) Senior Notes Monthly Post-ARD Uninsured Interest
Series 2006-1 Class A-1 Monthly Post-ARD Uninsured Interest			$	—
Series 2006-1 Class A-2 Monthly Post-ARD Uninsured Interest			$	—
(m) Class A-1 Senior Notes Monthly Uninsured Interest
Series 2006-1 Monthly Uninsured Interest			$	—
Capped Expenses and Reserve Accounts
Securitization Entities Operating Expenses / Post-Default Trustee Expenses
Annual Securitization Entities Operating Expenses Cap Amount			$	500,000
Securitization Entities Operating Expenses Paid since Initial Closing Date / most recent anniversary			$	—
Remaining Securitization Entities Operating Expenses capacity under cap			$	500,000
Post-Default Trustee Expenses Cap			$	100,000
Post-Default Capped Trustee Expenses Amounts paid since Initial Closing Date / most recent anniversary			$	—
Remaining Post-Default Trustee Expenses capacity under cap			$	100,000
Class A-1 Senior Notes Administrative Expenses
Annual Class A-1 Senior Notes Administrative Expenses Cap Amount			$	250,000

Page 5 of 6

Monthly Servicer’s Certificate

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

For the Monthly Collection Period starting on     and ending on
Class A-1 Senior Notes Administrative Expenses Paid since Initial Closing Date / most recent anniversary		$	—
Remaining Class A-1 Senior Notes Administrative Expenses capacity under cap		$	250,000
Reconciliation of Reserve Accounts
		Total for MCP
Senior Notes Interest Reserve Account
Initial balance at end of prior Monthly Collection Period		$	—
Less Withdrawals:
Shortfall related to Senior Notes Aggregate Monthly Insured Interest on a Payment Date		$	—
Shortfall related to Insurer Premiums due on a Payment Date		$	—
Shortfall related to Class A-1 Senior Notes Aggregate Monthly Commitment Fees on a Payment Date		$	—
Amount withdrawn following Rapid Amortization Event		$	—
Withdrawal related to Senior Notes Interest Reserve Step-Down Date Release Amount		$	—
Withdrawal related to reduction in Senior Notes Interest Reserve Amount		$	—
Withdrawal related to Legal Final Maturity Date		$	—
Plus Deposits:
Senior Notes Interest Reserve Account Deficit Amount deposited pursuant to (10) of Priority of Payments		$	—
Balance of Senior Notes Interest Reserve Account at end of Monthly Collection Period		$	—
Cash Trap Reserve Account
Initial balance at end of prior Monthly Collection Period		$	—
Less Withdrawals:
Shortfall related to Senior Notes Aggregate Monthly Insured Interest on a Payment Date		$	—
Shortfall related to Insurer Premiums due on a Payment Date		$	—
Shortfall related to Class A-1 Senior Notes Aggregate Monthly Commitment Fees on a Payment Date		$	—
Cash Trapping Release Amount		$	—
Amount withdrawn following Rapid Amortization Event		$	—
Plus Deposits:
Cash Trapping Amounts deposited pursuant to (13) of Priority of Payments		$	—
Balance of Cash Trap Reserve Account at end of Monthly Collection Period		$	—
Asset Dispositions Summary
Real Estate Dispositions
Real Estate Asset Disposition Proceeds during current fiscal year		$	—
Real Estate Asset Disposition Threshold		$	10,000,000
Remaining capacity under Real Estate Asset Disposition Threshold		$	—
Real Estate Asset Disposition Proceeds held in Concentration Account for Reinvestment as of prior MCP		$	—
PLUS: Real Estate Asset Disposition Proceeds deposited into Concentration Account during current MCP		$	—
LESS: Real Estate Asset Disposition Proceeds Reinvested in Eligible Real Estate Assets		$	—
	Real Estate Asset Disposition Proceeds Transferred to Collection Account	$	—
Real Estate Asset Disposition Proceeds held in Concentration Account for Reinvestment as of end of current MCP		$	—

IN WITNESS HEREOF, the undersigned has duly executed and delivered this Monthly Servicer’s Certificate

this _____________________________________________________________________________

Sonic Industries Services Inc. as Servicer on behalf of the Co-Issuers and certain subsidiaries thereto,

by: _______________________________________________________________________________

Page 6 of 6

Exhibit C-1

Grant of Security Interest in Trademarks

GRANT OF SECURITY INTEREST IN TRADEMARKS (the “Grant”), dated as of December 20, 2006, made by AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (“Grantor”), in favor of CITIBANK, N.A., a national banking association, as trustee (“Secured Party”) (collectively referred to as the “Parties”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth (or incorporated) in the Agreement (as defined below).

WHEREAS, Grantor is the owner of the Trademarks that are Registered in the United States and set forth in Schedule 1 attached hereto, including all goodwill of any business associated and connected therewith or symbolized thereby (collectively, the “Trademark Collateral”);

WHEREAS, pursuant to the Base Indenture, dated as of the date hereof, by and among Grantor, Secured Party, Sonic Capital LLC, a Delaware limited liability company, Sonic Industries Franchising LLC, a Delaware limited liability company, America’s Drive-In Holding Inc., a Kansas corporation, America’s Drive-In Restaurants LLC, a Kansas limited liability company, SRI Real Estate Holding LLC, a Delaware limited liability company, and SRI Real Estate Properties LLC, a Delaware limited liability company (the “Agreement”), Grantor granted to the Secured Party a continuing security interest in, and lien on, the Franchise IP, including the Trademark Collateral; and

WHEREAS, pursuant to the Agreement, Grantor agreed to execute and deliver to the Secured Party this Grant for purposes of filing the same with the United States Patent and Trademark Office (the “PTO”) to confirm and evidence the security interest in the Trademark Collateral granted pursuant to the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to all applicable terms and conditions of the Agreement, which are incorporated by reference as if fully set forth herein, the Grantor agrees as follows:

1. Grantor hereby grants to the Secured Party a continuing security interest in, and lien on, the Trademark Collateral, in each case, now existing or hereafter acquired.

2. The Parties intend that this Grant is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the Agreement, which govern the Secured Party’s interest in the Trademark Collateral. Grantor hereby requests the PTO to file and record this Grant together with the annexed Schedule 1.

C-1-1

3. Grantor hereby acknowledges and agrees that the security interest in the Trademark Collateral may only be terminated in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Grant to be duly executed and delivered as of the date first above written.

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC.
By:
	Name:
	Title:

C-1-2

STATE OF OKLAHOMA	)
	: ss:
COUNTY OF OKLAHOMA	)

On the 20th day of December, 2006, before me the undersigned, personally appeared                                                                  , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

C-1-3

Schedule 1 to Exhibit C-1 – Trademark Collateral

C-1-4

Exhibit C-2

Grant of Security Interest in Patents

GRANT OF SECURITY INTEREST IN PATENTS (the “Grant”), dated as of December 20, 2006, made by AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (“Grantor”), in favor of CITIBANK, N.A., a national banking association, as trustee (“Secured Party”) (collectively referred to as the “Parties”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth (or incorporated) in the Agreement (as defined below).

WHEREAS, Grantor is the owner of the Patents that are Registered in the United States and set forth in Schedule 1 attached hereto (collectively, the “Patent Collateral”);

WHEREAS, pursuant to the Base Indenture, dated as of the date hereof, by and among Grantor, Secured Party, Sonic Capital LLC, a Delaware limited liability company, Sonic Industries Franchising LLC, a Delaware limited liability company, America’s Drive-In Holding Inc., a Kansas corporation, America’s Drive-In Restaurants LLC, a Kansas limited liability company, SRI Real Estate Holding LLC, a Delaware limited liability company, and SRI Real Estate Properties LLC, a Delaware limited liability company (the “Agreement”), Grantor granted to the Secured Party a continuing security interest in, and lien on, the Franchise IP, including the Patent Collateral; and

WHEREAS, pursuant to the Agreement, Grantor agreed to execute and deliver to the Secured Party this Grant for purposes of filing the same with the United States Patent and Trademark Office (the “PTO”) to confirm and evidence the security interest in the Patent Collateral granted pursuant to the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to all applicable terms and conditions of the Agreement, which are incorporated by reference as if fully set forth herein, the Grantor agrees as follows:

1. Grantor hereby grants to the Secured Party a continuing security interest in, and lien on, the Patent Collateral, in each case now existing or hereafter acquired.

2. The Parties intend that this Grant is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the Agreement, which govern the Secured Party’s interest in the Patent Collateral. Grantor hereby requests the PTO to file and record this Grant together with the annexed Schedule 1.

3. Grantor hereby acknowledges and agrees that the security interest in the Patent Collateral may only be terminated in accordance with the terms of the Agreement.

C-2-1

IN WITNESS WHEREOF, the undersigned has caused this Grant to be duly executed and delivered as of the date first above written.

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC
By:
	Name:
	Title:

C-2-2

STATE OF OKLAHOMA	)
	: ss.:
COUNTY OF OKLAHOMA	)

On the 20th day of December, 2006, before me the undersigned, personally appeared                                                  , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

C-2-3

Schedule 1 to Exhibit C-2 – Patent Collateral

C-2-4

Exhibit C-3

Grant of Security Interest in Copyrights

GRANT OF SECURITY INTEREST IN COPYRIGHTS (the “Grant”), dated as of December 20, 2006, made by AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (“Grantor”), in favor of CITIBANK, N.A., a national banking association, as trustee (“Secured Party”) (collectively referred to as the “Parties”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth (or incorporated) in the Agreement (as defined below).

WHEREAS, Grantor is the owner of the Copyrights that are Registered in the United States and set forth in Schedule 1 attached hereto (collectively, the “Copyright Collateral”);

WHEREAS, pursuant to the Base Indenture, dated as of the date hereof, by and among Grantor, Secured Party, Sonic Capital LLC, a Delaware limited liability company, Sonic Industries Franchising LLC, a Delaware limited liability company, America’s Drive-In Holding Inc., a Kansas corporation, America’s Drive-In Restaurants LLC, a Kansas limited liability company, SRI Real Estate Holding LLC, a Delaware limited liability company, and SRI Real Estate Properties LLC, a Delaware limited liability company (the “Agreement”), Grantor granted to the Secured Party a continuing security interest in, and lien on, the Franchise IP, including the Copyright Collateral; and

WHEREAS, pursuant to the Agreement, Grantor agreed to execute and deliver to the Secured Party this Grant for purposes of filing the same with the United States Copyright Office (the “Copyright Office”) to confirm, evidence and perfect the security interest in the Copyright Collateral granted pursuant to the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to all applicable terms and conditions of the Agreement, which are incorporated by reference as if fully set forth herein, the Grantor agrees as follows:

1. Grantor hereby grants to the Secured Party a continuing security interest in, and lien on, the Copyright Collateral, in each case now existing or hereafter acquired.

2. The Parties intend that this Grant is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the Agreement, which govern the Secured Party’s interest in the Copyright Collateral. Grantor hereby acknowledges the sufficiency and completeness of this Grant to perfect the security interest in the Copyright Collateral for the Secured Party, and Grantor hereby requests the Copyright Office to file and record the same together with the annexed Schedule 1.

C-3-1

3. Grantor hereby acknowledges and agrees that the security interest in the Copyright Collateral may only be terminated in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Grant to be duly executed and delivered as of the date first above written.

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC
By:
	Name:
	Title:

C-3-2

STATE OF OKLAHOMA	)
	: ss:
COUNTY OF OKLAHOMA	)

On the 20th day of December, 2006, before me the undersigned, personally appeared                                                      , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

C-3-3

Schedule 1 to Exhibit C-3 – Copyright Collateral

C-3-4

Exhibit D-1

Supplemental Grant of Security Interest in Trademarks

SUPPLEMENTAL GRANT OF SECURITY INTEREST IN TRADEMARKS (the “Grant”), dated as of             ,         , made by AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (“Grantor”), in favor of CITIBANK, N.A., a national banking association, as trustee (“Secured Party”) (collectively referred to as the “Parties”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth (or incorporated) in the Agreement (as defined below).

WHEREAS, pursuant to the Base Indenture, dated as of December 20, 2006 by and among Grantor, Secured Party, Sonic Capital LLC, a Delaware limited liability company, Sonic Industries Franchising LLC, a Delaware limited liability company, America’s Drive-In Holding Inc., a Kansas corporation, America’s Drive-In Restaurants LLC, a Kansas limited liability company, SRI Real Estate Holding LLC, a Delaware limited liability company, and SRI Real Estate Properties LLC, a Delaware limited liability company (the “Agreement”), Grantor granted to the Secured Party a continuing security interest in, and lien on, the Franchise IP, including Trademarks;

WHEREAS, since the date of the Agreement, the Grantor has acquired the additional Trademarks that are Registered in the United States and set forth on Schedule 1 attached hereto, including the goodwill of any business associated or connected therewith or symbolized thereby (collectively, the “After-Acquired Trademark Collateral); and

WHEREAS, pursuant to the Agreement, Grantor agreed to execute and deliver to the Secured Party this Grant for purposes of filing the same with the United States Patent and Trademark Office (the “PTO”) to confirm and evidence the security interest in the After-Acquired Trademark Collateral granted pursuant to the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to all applicable terms and conditions of the Agreement, which are incorporated by reference as if fully set forth herein, the Grantor agrees as follows:

1. Grantor hereby grants to the Secured Party a continuing security interest in, and lien on, the After-Acquired Trademark Collateral, in each case, now existing or hereafter acquired; provided, however that the grant of security interest shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest, including, without limitation, any United States Trademark application that is based on an intent-to-use, unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity of such Trademark.

D-1-1

2. The Parties intend that this Grant is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the Agreement, which govern the Secured Party’s interest in the After-Acquired Trademark Collateral. Grantor hereby requests the PTO to file and record this Grant together with the annexed Schedule 1.

3. Grantor hereby acknowledges and agrees that the security interest in the After-Acquired Trademark Collateral may only be terminated in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Grant to be duly executed and delivered as of the date first above written.

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC.
By:
	Name:
	Title:

D-1-2

STATE OF OKLAHOMA	)
	: ss:
COUNTY OF OKLAHOMA	)

On the          day of                 ,             , before me the undersigned, personally appeared                                                  , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

D-1-3

Schedule 1 to Exhibit D-1

After-Acquired Trademark Collateral

D-1-4

Exhibit D-2

Supplemental Grant of Security Interest in Patents

SUPPLEMENTAL GRANT OF SECURITY INTEREST IN PATENTS (the “Grant”), dated as of             ,         , made by AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (“Grantor”), in favor of CITIBANK, N.A., a national banking association, as trustee (“Secured Party”) (collectively referred to as the “Parties”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth (or incorporated) in the Agreement (as defined below).

WHEREAS, pursuant to the Base Indenture, dated as of December 20, 2006 by and among Grantor, Secured Party, Sonic Capital LLC, a Delaware limited liability company, Sonic Industries Franchising LLC, a Delaware limited liability company, America’s Drive-In Holding Inc., a Kansas corporation, America’s Drive-In Restaurants LLC, a Kansas limited liability company, SRI Real Estate Holding LLC, a Delaware limited liability company, and SRI Real Estate Properties LLC, a Delaware limited liability company (the “Agreement”), Grantor granted to the Secured Party a continuing security interest in, and lien on, the Franchise IP, including Patents;

WHEREAS, since the date of the Agreement, the Grantor has acquired the additional Patents that are Registered in the United States and set forth on Schedule 1 attached hereto (collectively, the “After-Acquired Patent Collateral); and

WHEREAS, pursuant to the Agreement, Grantor agreed to execute and deliver to the Secured Party this Grant for purposes of filing the same with the United States Patent and Trademark Office (the “PTO”) to confirm and evidence the security interest in the After-Acquired Patent Collateral granted pursuant to the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to all applicable terms and conditions of the Agreement, which are incorporated by reference as if fully set forth herein, the Grantor agrees as follows:

1. Grantor hereby grants to the Secured Party a continuing security interest in, and lien on, the After-Acquired Patent Collateral, in each case now existing or hereafter acquired.

2. The Parties intend that this Grant is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the Agreement, which govern the Secured Party’s interest in the After-Acquired Patent Collateral. Grantor hereby requests the PTO to file and record this Grant together with the annexed Schedule 1.

D-2-1

3. Grantor hereby acknowledges and agrees that the security interest in the After-Acquired Patent Collateral may only be terminated in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Grant to be duly executed and delivered as of the date first above written.

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC
By:
	Name:
	Title:

D-2-2

STATE OF OKLAHOMA	)
	: ss:
COUNTY OF OKLAHOMA	)

On the          day of             ,         , before me the undersigned, personally appeared                                                      , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

D-2-3

Schedule 1 to Exhibit D-2

After-Acquired Patent Collateral

D-2-4

Exhibit D-3

Supplemental Grant of Security Interest in Copyrights

SUPPLEMENTAL GRANT OF SECURITY INTEREST IN COPYRIGHTS (the “Grant”), dated as of ______, ____, made by AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (“Grantor”), in favor of CITIBANK, N.A., a national banking association, as trustee (“Secured Party”) (collectively referred to as the “Parties”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth (or incorporated) in the Agreement (as defined below).

WHEREAS, pursuant to the Base Indenture, dated as of December 20, 2006 by and among Grantor, Secured Party, Sonic Capital LLC, a Delaware limited liability company, Sonic Industries Franchising LLC, a Delaware limited liability company, America’s Drive-In Holding Inc., a Kansas corporation, America’s Drive-In Restaurants LLC, a Kansas limited liability company, SRI Real Estate Holding LLC, a Delaware limited liability company, and SRI Real Estate Properties LLC, a Delaware limited liability company (the “Agreement”), Grantor granted to the Secured Party a continuing security interest in, and lien on, the Franchise IP, including Copyrights;

WHEREAS, since the date of the Agreement, the Grantor has acquired the additional Copyrights that are Registered in the United States and set forth on Schedule 1 attached hereto (collectively, the “After-Acquired Copyright Collateral”); and

WHEREAS, pursuant to the Agreement, Grantor agreed to execute and deliver to the Secured Party this Grant for purposes of filing the same with the United States Copyright Office (the “Copyright Office”) to confirm, evidence and perfect the security interest in the After-Acquired Copyright Collateral granted pursuant to the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to all applicable terms and conditions of the Agreement, which are incorporated by reference as if fully set forth herein, the Grantor agrees as follows:

1. Grantor hereby grants to the Secured Party a continuing security interest in, and lien on, the After-Acquired Copyright Collateral, in each case now existing or hereafter acquired.

2. The Parties intend that this Grant is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the Agreement, which govern the Secured Party’s interest in the After-Acquired Copyright Collateral. Grantor hereby acknowledges the sufficiency and completeness of this Grant to perfect the security interest in the After-Acquired Copyright Collateral for the Secured Party, and hereby requests the Copyright Office to file and record this Grant together with the annexed Schedule 1.

D-3-1

3. Grantor hereby acknowledges and agrees that the security interest in the After-Acquired Copyright Collateral may only be terminated in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Grant to be duly executed and delivered as of the date first above written.

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC
By:
	Name:
	Title:

D-3-2

STATE OF OKLAHOMA	)
	: ss:
COUNTY OF OKLAHOMA	)

On the          day of             ,         , before me the undersigned, personally appeared                                                      , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

D-3-3

Schedule 1 to Exhibit D-3

After-Acquired Copyright Collateral

D-3-4

Schedule 7.7: Tax Assessments

NONE.

Schedule 7.7 to Base Indenture

Schedule 7.13: Non-Perfected Liens

None, except as described in Section 3.1(c) of the Base Indenture.

Schedule 7.13 to Base Indenture

Schedule 7.19: Insurance

Entity: Sonic Restaurants, Inc.

Property / General Liability Insurance Carrier: Lexington Insurance Company

Carrier A.M. Best Rating: A+ XV

Policy Inception Date: 5/01/06        Policy Expiration Date: 5/01/07

Policy Number: SIP6994800

SRI Property Coverage Summary

Limits:
Building, Personal Property & Business Interruption	$1,500,000 Any One Location
Service Interruption (Off Premises Power) - Property Damage
Property Perils:	$25,000 Any One Location
Boiler – Breakdown:	$25,000 Any One Location
Waiting Period:	None
Service Interruption (Off Premises Power) Business Income
Property Perils:	$25,000 Any One Location
Boiler – Breakdown:	$25,000 Any One Location
Waiting Period:	24 Hours as respects Boiler only
Service Interruption – Overhead Transmission Lines	Included
Signs
Attached to Buildings:	Included in $1,5000,000 Any One Location
Detached:	Included in $1,5000,000 Any One Location
Perils Included for Detached Signs:	All Risk
Fences	Included in $1,5000,000 Any One Location
Perils Included:	All Risk
Back-up of Sewers & Drains	Included
Terrorism	Included
Deductibles:
All Perils except as shown below	$2,500 Per Location
Named Windstorm (Tier 1 Counties and all of Florida)	$25,000 Per Location
Wind & Hail for Properties within 15 miles of Florida’s Coast	$50,000 Per Location
Earthquake	$25,000 Per Occurrence
Earthquake – New Madrid Fault Locations	$50,000 Per Occurrence
Flood	$25,000 Per Location
Flood – Zones A & V	$100,000 Per Location
SRI General Liability Coverage Summary
Limits:
Each Occurrence	$1,000,000
Personal & Advertising Injury	$1,000,000
Fire Legal Liability	$1,000,000
Products/Completed Operations Aggregate	$2,000,000
General Aggregate – Per Location	$2,000,000
Employee Benefits Liability	$1,000,000
Hired & Non-Owned Auto Liability	$1,000,000
Deductibles:
General Liability:	None
Hired & Non-Owned Auto Liability:	None

Schedule 7.19 to Base Indenture

Entity: Sonic Corp.

Property / General Liability Insurance Carrier: Hartford Fire Insurance Company

Carrier A.M. Best Rating: A+ XV

Policy Inception Date: 9/01/06        Policy Expiration Date: 9/01/07

Policy Number(s): 37UUNTZ143, 37MSTZ2351

Sonic Corp. Property Coverage Summary
Limits:
Blanket Personal Property	$6,575,000
Extra Expense	$1,500,000
Fine Arts	$34,000
Earthquake – per occurrence / annual aggregate	$5,000,000
Building Ordinance, Demolition and Increased Cost of Construction	25% of building value
Accounts Receivable	$250,000
Newly Acquired Property
Real Property	$1,000,000
Personal Property	$500,000
-Reporting Period	180 Days
Transit – Per Occurrence	$150,000
Debris Removal	25% of Property Damage Claim
Civil Authority	30 Days
Boiler & Machinery Limits and Sublimits:
Combined Property Damage and Business Interruption/Extra Expense	Same as property limits
Expediting Expenses	$100,000
Hazardous Substances	$100,000
Ammonia Contamination	$100,000
Water Damage	Same as property limits
Business Income/Extra Expense	Same as property limits
Personal Property at Undescribed Locations:
At Any One Exhibition	$50,000
At Any One Installation	$25,000
At Any Other Not Owned, Leased or Regularly Operated Premises	$100,000
Valuation:
Personal Property	Replacement Cost
Deductibles:
All Risk	$5,000
Business Income/Extra Expense	72 Hour Waiting Period – Civil Authority
Earthquake:	$100,000
Boiler And Machinery:
Property Damage	$5,000
Business Income	72 Hour Waiting Period – Civil Authority
Sonic Corp. Electronic Data Processing Coverage Summary
Limits:
EDP Equipment	$3,500,000
EDP Data & Media	$700,000
EDP Extra Expense	$700,000
Newly Acquired Property – EDP Equipment	$500,000
Reporting Period	180 Days
Deductible:	$5,000

Schedule 7.19 to Base Indenture

Sonic Corp. General Liability Coverage Summary
Limits:
Per Occurrence	$1,000,000
Personal & Advertising Injury	$1,000,000
Products/Completed Operations Aggregate	$2,000,000
General Aggregate Per Location	$2,000,000
Employee Benefits Liability – Each Employee/Aggregate	$1,000,000/$2,000,000
Fire Damage Legal Liability	$300,000
Premises Medical Payments	$10,000
Extensions:
Blanket Contractual	Included
Broad Form Property Damage	Included
Limited Worldwide Coverage (Suits brought in US)	Included
Host Liquor Liability	Included
Incidental Medical Malpractice	Included
Non-Owned Watercraft Liability	Included subject to 51 feet in length or less
Automatic Coverage for Newly Acquired Organizations	Included subject to 180 day reporting
Extended or Expected Injury - Bodily Injury & property Damage	Included
Non-Owned Aircraft Liability	Included if aircraft is hired, chartered or loaned with a paid crew
Broad Form Vendors	Included
Additional Insureds	Blanket if required by written contract
Major Exclusions:
Pollution	Excluded with exception for hostile fire and building heating equipment
Asbestos	Excluded
Employment Related Practices	Excluded
Discrimination	Covered unless committed at the direction of any executive officer, director, stockholder, partner or member of the insured
Co-Employee Injury	Excluded except coverage is provided for executive officers and directors
Deductible:	None

Entity: Sonic Corp.

Umbrella Liability Insurance Carrier (s): Zurich / Great American

Carrier A.M. Best Rating: A XV / A XIV

Policy Inception Date: 5/01/06        Policy Expiration Date: 5/01/07

Policy Number(s): AUC534624601 / TUE5093889

Primary Umbrella Limits: $25,000,000

Excess Umbrella Limits: $25,000,000

Total Umbrella Limits: $50,000,000

Schedule 7.19 to Base Indenture

EX-99.2

Exhibit 99.2

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC,

each as Co-Issuer

and

Citibank, N.A.,

as Trustee and Series 2006-1 Securities Intermediary

SERIES 2006-1 SUPPLEMENT

dated as of December 20, 2006

to

BASE INDENTURE

dated as of December 20, 2006

$200,000,000 Series 2006-1 Variable Funding Senior Notes, Class A-1

$600,000,000 5.096% Fixed Rate Series 2006-1 Notes, Class A-2

Table of Contents

		Page
PRELIMINARY STATEMENT		1
DESIGNATION		1
ARTICLE I DEFINITIONS		2
ARTICLE II INITIAL ISSUANCE, INCREASES AND DECREASES OF SERIES 2006-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT		2
Section 2.1	Procedures for Issuing and Increasing the Series 2006-1 Class A-1 Outstanding Principal Amount	2
Section 2.2	Procedures for Decreasing the Series 2006-1 Class A-1 Outstanding Principal Amount	3
ARTICLE III SERIES 2006-1 ALLOCATIONS; PAYMENTS		5
Section 3.1	Allocations with Respect to the Series 2006-1 Notes	5
Section 3.2	Application of Interim Collections on Interim Allocation Dates to the Series 2006-1 Notes; Payment Date Applications	5
Section 3.3	Certain Distributions from Series 2006-1 Distribution Accounts	8
Section 3.4	Series 2006-1 Class A-1 Interest and Certain Fees	9
Section 3.5	Series 2006-1 Class A-2 Interest	10
Section 3.6	Payment of 2006-1 Note Principal	11
Section 3.7	Series 2006-1 Class A-1 Distribution Account	16
Section 3.8	Series 2006-1 Class A-2 Distribution Account	17
Section 3.9	Trustee as Securities Intermediary	18
Section 3.10	Servicer	20
ARTICLE IV FORM OF SERIES 2006-1 NOTES		21
Section 4.1	Issuance of Series 2006-1 Class A-1 Notes	21
Section 4.2	Issuance of Series 2006-1 Class A-2 Notes	22
Section 4.3	Transfer Restrictions of Series 2006-1 Class A-1 Notes.	24
Section 4.4	Transfer Restrictions of Series 2006-1 Class A-2 Notes.	26
Section 4.5	Section 3(c)(7) Procedures.	33
Section 4.6	Note Owner Representations and Warranties	37
ARTICLE V GENERAL		39
Section 5.1	Information	39
Section 5.2	Exhibits	40
Section 5.3	Ratification of Base Indenture	40
Section 5.4	Certain Notices to the Series 2006-1 Insurer and Rating Agencies	40

(i)

Section 5.5	Third-Party Beneficiary	40
Section 5.6	Prior Notice by Trustee to the Series 2006-1 Insurer	40
Section 5.7	Subrogation	41
Section 5.8	Counterparts	41
Section 5.9	Governing Law	41
Section 5.10	Amendments	41
Section 5.11	Entire Agreement	41
Section 5.12	Termination of Series Supplement	41
Section 5.13	Discharge of Indenture	42
Section 5.14	Effect of Payment by the Series 2006-1 Insurer	42
Section 5.15	Fiscal Year End	43

ANNEXES

Annex A	Series 2006-1 Supplemental Definitions List
EXHIBITS
Exhibit A-1-1:	Form of Series 2006-1 Class A-1 Advance Note
Exhibit A-1-2:	Form of Series 2006-1 Class A-1 Swingline Note
Exhibit A-1-3:	Form of Series 2006-1 Class A-1 L/C Note
Exhibit A-2-1:	Form of Restricted Global Series 2006-1 Class A-2 Note
Exhibit A-2-2:	Form of Regulation S Global Series 2006-1 Class A-2 Note
Exhibit A-2-3:	Form of Unrestricted Global Series 2006-1 Class A-2 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:	Important Section 3(c)(7) Notice
Exhibit D:	Form of Monthly Noteholders’ Statement
SCHEDULES
Schedule A	Series 2006-1 Class A-2 Target Balance Amounts Schedule

(ii)

SERIES 2006-1 SUPPLEMENT, dated as of December 20, 2006 (this “Series Supplement”), by and among SONIC CAPITAL LLC, a Delaware limited liability company (the “Master Issuer”), SONIC INDUSTRIES FRANCHISING LLC, a Delaware limited liability company (the “Franchise Assets Holder”), AMERICA’S DRIVE-IN HOLDING INC., a Kansas corporation (“ADIC Holdco”), AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “IP Holder”), AMERICA’S DRIVE-IN RESTAURANTS LLC, a Kansas limited liability company (“New ADIC”), SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“SRI Real Estate Holdco”), and SRI REAL ESTATE PROPERTIES LLC, a Delaware limited liability company (“SRI Real Estate Assets Holder” and, together with the Master Issuer, the Franchise Assets Holder, ADIC Holdco, the IP Holder and SRI Real Estate Holdco, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and Citibank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2006-1 Securities Intermediary (as defined herein), to the Base Indenture, dated as of the date hereof, by and among the Co-Issuers and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements (as defined in Annex A to the Base Indenture, dated as of the date hereof (the “Base Indenture”), by and among the parties hereto) and as securities intermediary under the Base Indenture.

PRELIMINARY STATEMENT

WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that the Co-Issuers 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:

DESIGNATION

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 2006-1 Notes. On the Series 2006-1 Closing Date, two Classes of Notes of such Series shall be issued: (a) Series 2006-1 Variable Funding Senior Notes, Class A-1 (as referred to herein, the “Series 2006-1 Class A-1 Notes”) and (b) 5.096% Fixed Rate Series 2006-1 Notes, Class A-2 (as referred to herein, the “Series 2006-1 Class A-2 Notes”). The Series 2006-1 Class A-1 Notes shall be issued in three Subclasses: (i) Series 2006-1 Class A-1 Advance Notes (as referred to herein, the “Series 2006-1 Class A-1 Advance Notes”), (ii) Series 2006-1 Class A-1 Swingline Notes (as referred to herein, the “Series 2006-1 Class A-1 Swingline Notes”), and (iii) Series 2006-1 Class A-1 L/C Notes (as referred to herein, the “Series 2006-1 Class A-1 L/C Notes”). For purposes of the Indenture, the Series 2006-1 Class A-1 Notes and the Series 2006-1 Class A-2 Notes shall be deemed to be “Senior Notes.”

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ARTICLE I

DEFINITIONS

All capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2006-1 Supplemental Definitions List attached hereto as Annex A (the “Series 2006-1 Supplemental Definitions List”) as such Series 2006-1 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 2006-1 Notes and not to any other Series of Notes issued by the Co-Issuers.

ARTICLE II

INITIAL ISSUANCE, INCREASES AND DECREASES OF

SERIES 2006-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT

Section 2.1 Procedures for Issuing and Increasing the Series 2006-1 Class A-1 Outstanding Principal Amount.

(a) Subject to satisfaction of the conditions precedent to the making of Series 2006-1 Class A-1 Advances set forth in the Series 2006-1 Class A-1 Note Purchase Agreement, (i) on the Series 2006-1 Closing Date, the Co-Issuers may cause the 2006-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 2006-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2006-1 Class A-1 Advances made on the Series 2006-1 Closing Date (the “Series 2006-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 2006-1 Class A-1 Commitment Term that does not occur during a Series 2006-1 Cash Trapping Period, the Co-Issuers may increase the Series 2006-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably, at par, additional principal amounts on the Series 2006-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2006-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 2006-1 Class A-1 Outstanding Principal Amount exceed the Series 2006-1 Class A-1 Maximum Principal Amount. The 2006-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the

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Series 2006-1 Class A-1 Note Purchase Agreement and shall be ratably allocated among the Series 2006-1 Class A-1 Noteholders (other than the Series 2006-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the 2006-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Co-Issuers in the applicable Series 2006-1 Class A-1 Advance Request or as otherwise set forth in the Series 2006-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Co-Issuers or the Series 2006-1 Class A-1 Administrative Agent of the 2006-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 2006-1 Class A-1 Initial Advance or such Increase, as applicable.

(b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 2006-1 Class A-1 Note Purchase Agreement, on the Series 2006-1 Closing Date, the Co-Issuers may cause (i) the 2006-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2006-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2006-1 Class A-1 Swingline Loans made on the Series 2006-1 Closing Date pursuant to Section 2.06 of the Series 2006-1 Class A-1 Note Purchase Agreement (the “Series 2006-1 Class A-1 Initial Swingline Loan”) and (ii) the Series 2006-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2006-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2006-1 Closing Date pursuant to Section 2.07 of the Series 2006-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2006-1 Class A-1 Outstanding Principal Amount exceed the Series 2006-1 Class A-1 Maximum Principal Amount. The procedures relating to increases in the Series 2006-1 Class A-1 Outstanding Subfacility Amount (each such increase referred to as a “Subfacility Increase”) through borrowings of Series 2006-1 Class A-1 Swingline Loans and issuance or incurrence of Series 2006-1 Class A-1 L/C Obligations are set forth in the Series 2006-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Co-Issuers or the Administrative Agent of the issuance of the 2006-1 Class A-1 Initial Swingline Principal Amount and the Series 2006-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.

Section 2.2 Procedures for Decreasing the Series 2006-1 Class A-1 Outstanding Principal Amount.

(a) Mandatory Decrease. Whenever a Series 2006-1 Class A-1 Excess Principal Event shall have occurred, then, on or before the second Business Day immediately following the date on which any Co-Issuer obtains knowledge of such Series 2006-1 Class A-1 Excess Principal Event the Co-Issuers shall deposit in the Series 2006-1 Class A-1 Distribution Account the amount of funds referred to in the next sentence and shall direct the Trustee in writing to distribute such funds in accordance with Section 4.02 of the Series 2006-1 Class A-1 Note Purchase Agreement. Such written direction of the Co-Issuers shall include a report that will provide for the distribution of (i) funds sufficient to decrease the Series 2006-1 Class A-1 Outstanding Principal Amount by the

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lesser of (x) the amount necessary so that, after giving effect to such decrease of the Series 2006-1 Class A-1 Outstanding Principal Amount on such date, no such Series 2006-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would decrease the Series 2006-1 Class A-1 Outstanding Principal Amount to zero (each decrease of the Series 2006-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), or any other required payment of principal in respect of the Series 2006-1 Class A-1 Notes pursuant to Section 3.6 of this Series Supplement, a “Mandatory Decrease”), plus (ii) any associated Series 2006-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2006-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease shall be allocated among the Series 2006-1 Class A-1 Noteholders in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2006-1 Class A-1 Note Purchase Agreement. Upon obtaining knowledge of such a Series 2006-1 Class A-1 Excess Principal Event, the Co-Issuers promptly, but in any event within two (2) Business Days, shall deliver written notice (by facsimile with original to follow by mail) of the need for any such Mandatory Decreases to the Trustee, the Series 2006-1 Insurer and the Series 2006-1 Class A-1 Administrative Agent.

(b) Voluntary Decrease. On any Business Day, upon at least three (3) Business Day’s prior written notice to each Series 2006-1 Class A-1 Investor, the Series 2006-1 Class A-1 Administrative Agent, the Trustee and the Series 2006-1 Insurer, the Co-Issuers may decrease the Series 2006-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2006-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 2006-1 Class A-1 Distribution Account on the Business Day preceding the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2006-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 2006-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2006-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2006-1 Class A-1 Note Purchase Agreement). Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2006-1 Class A-1 Note Purchase Agreement.

(c) Upon distribution to the Series 2006-1 Class A-1 Noteholders of principal of the Series 2006-1 Class A-1 Advance Notes in connection with each Decrease, the Trustee shall indicate in its books and records such Decrease.

(d) The Series 2006-1 Class A-1 Note Purchase Agreement sets forth additional procedures relating to decreases in the Series 2006-1 Class A-1 Outstanding Subfacility Amount (each such decrease, together with any Voluntary or Mandatory Decrease allocated to the Series 2006-1 Class A-1 Subfacility Noteholders, referred to as a “Subfacility Decrease”) through (i) borrowings of Series 2006-1 Class A-1 Advances to repay Series 2006-1 Class A-1 Swingline Loans and Series 2006-1 Class A-1 L/C Obligations or (ii) optional prepayments of Series 2006-1 Class A-1 Swingline Loans on

4

same day notice. Upon receipt of written notice from the Co-Issuers or the Series 2006-1 Class A-1 Administrative Agent of any Subfacility Decrease, the Trustee shall indicate in its books and records the amount of such Subfacility Decrease.

ARTICLE III

SERIES 2006-1 ALLOCATIONS; PAYMENTS

With respect to the Series 2006-1 Notes only, the following shall apply:

Section 3.1 Allocations with Respect to the Series 2006-1 Notes. On the Series 2006-1 Closing Date, $11,392,000 of the net proceeds from the initial sale of the Series 2006-1 Notes will be deposited into the Senior Notes Interest Reserve Account and the remainder of the net proceeds from the sale of the Series 2006-1 Notes will be paid to, or at the direction of, the Co-Issuers.

Section 3.2 Application of Interim Collections on Interim Allocation Dates to the Series 2006-1 Notes; Payment Date Applications. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2006-1 Notes and the Series 2006-1 Policy pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments, including the following:

(a) Series 2006-1 Notes Monthly Insured Interest. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account (i) the Series 2006-1 Class A-1 Monthly Insured Interest and (ii) if such Interim Allocation Date relates to an Interest Period beginning prior to the Series 2006-1 Anticipated Repayment Date, the Series 2006-1 Class A-2 Monthly Insured Interest or, if such Interim Allocation Date Relates to an Interest Period beginning on or after the Series 2006-1 Anticipated Repayment Date, the Series 2006-1 Class A-2 Monthly Post-ARD Insured Interest, in each case, deemed to be “Senior Notes Monthly Insured Interest” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(b) Series 2006-1 Insurer Premiums. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2006-1 Insurer Premiums deemed to be “Insurer Premiums” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(c) Series 2006-1 Class A-1 Monthly Commitment Fees. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2006-1 Class A-1 Monthly Commitment Fees deemed to be “Class A-1 Senior Notes Monthly Commitment Fees” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

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(d) Series 2006-1 Insurer Expenses. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to pay to the Series 2006-1 Insurer from the Collection Account the Series 2006-1 Insurer Expenses as “Insurer Expenses” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(e) Series 2006-1 Insurer Reimbursement Amounts. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to pay to the Series 2006-1 Insurer from the Collection Account the Series 2006-1 Insurer Reimbursement Amounts as “Insurer Reimbursement Amounts” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(f) Series 2006-1 Class A-1 Administrative Expenses. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2006-1 Class A-1 Administrative Expenses deemed to be “Class A-1 Senior Notes Administrative Expenses” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(g) Series 2006-1 Interest Reserve Amount.

(i) The Co-Issuers shall maintain an amount on deposit in the Senior Notes Interest Reserve Account equal to the Series 2006-1 Interest Reserve Amount.

(ii) If on any Interim Allocation Date there is a Series 2006-1 Interest Reserve Account Deficiency, the Master Issuer shall instruct the Trustee in writing to deposit into the Senior Notes Interest Reserve Account an amount equal to the Series 2006-1 Interest Reserve Account Deficit Amount pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(iii) On each Accounting Date preceding any Payment Date on which a Series 2006-1 Interest Reserve Step-Down Event occurs, the Master Issuer shall instruct the Trustee in writing to withdraw the Series 2006-1 Interest Reserve Step-Down Release Amount from the Senior Notes Interest Reserve Account in accordance with Section 5.11(l) of the Base Indenture.

(h) Series 2006-1 Cash Trapping Amount.

(i) During a Series 2006-1 Cash Trapping Period, the Master Issuer shall instruct the Trustee in writing to deposit into the Cash Trap Reserve Account an amount equal to the Series 2006-1 Cash Trapping Amount pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

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(ii) On each Accounting Date preceding any Payment Date that is a Series 2006-1 Cash Trapping Release Date, the Master Issuer shall instruct the Trustee in writing to withdraw the Series 2006-1 Cash Trapping Release Amount from the Cash Trap Reserve Account in accordance with Section 5.11(l) of the Base Indenture.

(i) Series 2006-1 Notes Rapid Amortization Principal Amounts. If such Interim Allocation Date occurs during a Rapid Amortization Period, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account for payment of principal on the Series 2006-1 Notes the amounts contemplated by the Priority of Payments for such principal.

(j) Series 2006-1 Class A-2 Scheduled Principal Payments. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2006-1 Class A-2 Scheduled Principal Payments Amounts deemed to be “Senior Notes Scheduled Principal Payments Amounts” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(k) Series 2006-1 Class A-2 Scheduled Principal Payment Deficiencies. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the portion of the Senior Notes Scheduled Principal Payments Deficiency Amounts attributable to the Series 2006-1 Class A-2 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(l) Series 2006-1 Class A-1 Other Amounts. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2006-1 Class A-1 Other Amounts deemed to be “Class A-1 Senior Notes Other Amounts” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(m) Series 2006-1 Notes Monthly Post-ARD Contingent Uninsured Interest. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest and the Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest deemed to be “Senior Notes Monthly Post-ARD Contingent Uninsured Interest” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(n) Series 2006-1 Class A-1 Monthly Uninsured Interest. On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2006-1 Class A-1 Monthly Uninsured Interest deemed to be “Senior Notes Monthly Uninsured Interest” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

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(o) Application Instructions. The Control Party is hereby authorized (but shall not be obligated) to deliver any instruction contemplated in this Section 3.2 that is not timely delivered by or on behalf of any Co-Issuer.

Section 3.3 Certain Distributions from Series 2006-1 Distribution Accounts.

(a) On each Payment Date, based solely upon the most recent Monthly Servicer’s Certificate, the Trustee shall, in accordance with Section 6.1 of the Base Indenture remit (i) to the Series 2006-1 Class A-1 Noteholders from the Series 2006-1 Class A-1 Distribution Account the amount deposited in the Series 2006-1 Class A-1 Distribution Account for the payment of interest and fees and, to the extent applicable, principal and (ii) to the Series 2006-1 Class A-2 Noteholders from the Series 2006-1 Class A-2 Distribution Account the amount deposited in the Series 2006-1 Class A-2 Distribution Account for the payment of interest and, to the extent applicable, principal.

(b) Series 2006-1 Insured Amounts Distributions.

(i) Promptly upon deposit of each payment of a Series 2006-1 Insured Amount paid pursuant to the Series 2006-1 Policy in respect of the Series 2006-1 Class A-1 Notes into the Series 2006-1 Class A-1 Distribution Account pursuant to Section 9.3(b) of the Base Indenture, the Trustee shall, based upon the records of the Trustee, wire transfer the amount so deposited to (x) in the case of Deficiency Amounts, the Series 2006-1 Class A-1 Noteholders to which such Deficiency Amounts are owed, in the case of interest, on a pro rata basis based on entitlement, or in the case of principal, in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2006-1 Class A-1 Note Purchase Agreement, as the case may be, and (y) in the case of Preference Amounts, the Series 2006-1 Class A-1 Noteholders to which such Preference Amounts are owed.

(ii) Promptly upon deposit of each payment of a Series 2006-1 Insured Amount paid pursuant to the Series 2006-1 Policy in respect of the Series 2006-1 Class A-2 Notes into the Series 2006-1 Class A-2 Distribution Account pursuant to Section 9.3(b) of the Base Indenture, the Trustee shall, based upon the records of the Trustee, wire transfer the amount so deposited (x) in the case of Deficiency Amounts, to the Series 2006-1 Class A-2 Noteholders to which such Deficiency Amounts are owed on a pro rata basis, in the case of interest, based upon the amount of interest owed to each such Noteholder or in the case of principal, based on their respective portion of the Series 2006-1 Class A-2 Outstanding Principal Amount, as the case may be, and (y) in the case of Preference Amounts, the Series 2006-1 Class A-2 Noteholders to which such Preference Amounts are owed.

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Section 3.4 Series 2006-1 Class A-1 Interest and Certain Fees.

(a) Series 2006-1 Class A-1 Note Rate and Insured L/C Fees. From and after the Series 2006-1 Closing Date, the applicable portions of the Series 2006-1 Class A-1 Outstanding Principal Amount will accrue (i) interest at the Series 2006-1 Class A-1 Note Rate and (ii) Series 2006-1 Class A-1 Insured L/C Fees at the applicable rates provided therefor in the Series 2006-1 Class A-1 Note Purchase Agreement. Such accrued interest and fees will be due and payable in arrears on each Payment Date, commencing on February 20, 2007, except that any portion of such accrued interest consisting of Series 2006-1 Class A-1 Monthly Uninsured Interest shall be due and payable as and when amounts are made available for such payment in accordance with Sections 5.10 and 5.11 of the Base Indenture in the amount so made available; provided that in any event all accrued but unpaid interest and fees (including Series 2006-1 Class A-1 Monthly Uninsured Interest) shall be paid in full on the Series 2006-1 Legal Final Maturity Date, on any Series 2006-1 Prepayment Date with respect to a prepayment in full of the Series 2006-1 Class A-1 Notes, on any day when the Commitments are terminated in full or on any other day on which all of the Series 2006-1 Class A-1 Outstanding Principal Amount is required to be paid in full. To the extent any such amount is not paid when due, such unpaid amount will accrue interest at the Series 2006-1 Class A-1 Note Rate.

(b) Undrawn Commitment Fees. From and after the Series 2006-1 Closing Date, Undrawn Commitment Fees will accrue as provided in the Series 2006-1 Class A-1 Note Purchase Agreement. Such accrued fees will be due and payable in arrears on each Payment Date, commencing on February 20, 2007. To the extent any such amount is not paid when due, such unpaid amount will accrue interest at the Series 2006-1 Class A-1 Note Rate.

(c) Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest. From and after the Series 2006-1 Anticipated Repayment Date, if the Series 2006-1 Final Payment has not been made, uninsured interest will accrue on the Series 2006-1 Class A-1 Outstanding Principal Amount at an annual rate equal to 50 basis points (the “Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Rate”) in addition to the insured interest that will continue to accrue at the Series 2006-1 Class A-1 Note Rate. Any Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest will be due and payable as and when amounts are made available for payment thereof in accordance with Sections 5.10 and 5.11 of the Base Indenture in the amount so made available, and failure to pay any Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest in excess of such amounts will not be an Event of Default and interest will not accrue on any unpaid portion thereof; provided that in any event all accrued but unpaid Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest shall be paid in full on the Series 2006-1 Legal Final Maturity Date, on any Series 2006-1 Prepayment Date with respect to a prepayment in full of the Series 2006-1 Class A-1 Notes, on any day when the Commitments are terminated in full or on any other day on which all of the Series 2006-1 Class A-1 Outstanding Principal Amount is required to be paid in full.

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(d) Series 2006-1 Class A-1 Initial Interest Period. The initial Interest Period for the Series 2006-1 Class A-1 Notes shall commence on the Series 2006-1 Closing Date and end on February 13, 2007.

Section 3.5 Series 2006-1 Class A-2 Interest.

(a) Series 2006-1 Class A-2 Original Note Rate. From the Series 2006-1 Closing Date to the Series 2006-1 Anticipated Repayment Date, the Series 2006-1 Class A-2 Outstanding Principal Amount will accrue interest at the Series 2006-1 Class A-2 Original Note Rate. Such accrued interest will be due and payable in arrears on each Payment Date, commencing on February 20, 2007; provided that in any event all accrued but unpaid interest shall be paid in full on the Series 2006-1 Legal Final Maturity Date, on any Series 2006-1 Prepayment Date with respect to a prepayment in full of the Series 2006-1 Class A-2 Notes or on any other day on which all of the Series 2006-1 Class A-2 Outstanding Principal Amount is required to be paid in full. To the extent any interest accruing at the Series 2006-1 Class A-2 Original Note Rate is not paid when due, such unpaid interest will accrue interest at the Series 2006-1 Class A-2 Original Note Rate. All computations of interest at the Series 2006-1 Class A-2 Original Note Rate shall be made on the basis of a year of 360 days and twelve 30-day months.

(b) Series 2006-1 Class A-2 Monthly Post-ARD Interest.

(i) Monthly Post-ARD Contingent Uninsured Interest. On the Series 2006-1 Anticipated Repayment Date, if the Series 2006-1 Final Payment has not been made and if (A) the sum of (I) the Five-Year Swap Rate as of such date, plus (II) the Series 2006-1 Class A-2 Original Spread, plus (III) 40 basis points, is greater than (B) the Series 2006-1 Class A-2 Note Rate (such excess, if any, as converted to a monthly equivalent rate, the “Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest Rate”), then additional interest will accrue on the Series 2006-1 Class A-2 Outstanding Principal Amount from and after such date at an annual interest rate equal to the Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest Rate, calculated on the basis of a 360-day year of twelve 30-day months (such additional interest, the “Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest”).

(ii) Payment of Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest. Any Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest will be due and payable as and when amounts are made available for payment thereof in accordance with Sections 5.10 and 5.11 of the Base Indenture, failure to pay any Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest in excess of such amounts will not be an Event of Default and interest will not accrue on any unpaid portion thereof; provided that in any event all accrued but unpaid Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest shall be paid in full on

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the Series 2006-1 Legal Final Maturity Date, on any Series 2006-1 Prepayment Date with respect to a prepayment in full of the Series 2006-1 Class A-2 Notes or on any other day on which all of the Series 2006-1 Class A-2 Outstanding Principal Amount is required to be paid in full.

(c) Series 2006-1 Class A-2 Initial Interest Period. The initial Interest Period for the Series 2006-1 Class A-2 Notes shall commence on the Series 2006-1 Closing Date and end on February 19, 2007.

Section 3.6 Payment of 2006-1 Note Principal.

(a) Series 2006-1 Notes Principal Payment at Legal Maturity. The Series 2006-1 Outstanding Principal Amount shall be due and payable on the Series 2006-1 Legal Final Maturity Date. The Series 2006-1 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 3.6 and, in respect of the Series 2006-1 Class A-1 Outstanding Principal Amount, Section 2.2 of this Series Supplement.

(b) Series 2006-1 Anticipated Repayment. Series 2006-1 Final Payment is anticipated to occur on December 20, 2012 (such date, the “Series 2006-1 Anticipated Repayment Date”).

(c) Payment of Series 2006-1 Class A-2 Scheduled Principal Payments. Series 2006-1 Class A-2 Scheduled Principal Payments will be due and payable as and when amounts are made available for payment thereof in accordance with Sections 5.10 and 5.11 of the Base Indenture, and failure to pay any Series 2006-1 Class A-2 Scheduled Principal Payment in excess of such amounts will not be an Event of Default.

(d) Series 2006-1 Notes Mandatory Payments of Principal.

(i) If a Change of Control to which the Control Party has not provided its prior written consent (not to be unreasonably withheld) occurs, the Co-Issuers shall prepay all the Series 2006-1 Notes in full by (A) depositing an amount equal to the Series 2006-1 Outstanding Principal Amount and all other amounts that are or will be due and payable with respect to the Series 2006-1 Notes under the Indenture and under the Series 2006-1 Class A-1 Note Purchase Agreement as of the applicable Series 2006-1 Prepayment Date referred to in clause (C) below (including all interest and fees accrued to such date, any Series 2006-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement and any associated Series 2006-1 Class A-1 Breakage Amounts incurred as a result of such prepayment (calculated in accordance with the Series 2006-1 Class A-1 Note Purchase Agreement)) in the applicable Series 2006-1 Distribution Accounts, (B) delivering Prepayment Notices in accordance with Section 3.6(g) of this Series Supplement and

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(C) directing the Trustee to distribute such amount to the applicable Series 2006-1 Noteholders on the Series 2006-1 Prepayment Date specified in such Prepayment Notices.

(ii) Upon the failure of the Co-Issuers to Reinvest Real Estate Asset Disposition Proceeds in excess of the Real Estate Asset Disposition Threshold in accordance with Section 8.16(a)(ii) of the Base Indenture (such failure, a “Real Estate Asset Disposition Prepayment Event”), the Co-Issuers shall prepay first, the Series 2006-1 Class A-2 Notes (based on their respective portion of the Series 2006-1 Class A-2 Outstanding Principal Amount), and second, the Series 2006-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2006-1 Class A-1 Note Purchase Agreement), in an aggregate principal amount equal to such Real Estate Asset Disposition Proceeds by (A) depositing such Real Estate Asset Disposition Proceeds (and all interest and fees accrued to such date, any Series 2006-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement and any associated Series 2006-1 Class A-1 Breakage Amounts incurred as a result of such prepayment (calculated in accordance with the Series 2006-1 Class A-1 Note Purchase Agreement)) in the applicable Series 2006-1 Distribution Accounts, (B) delivering Prepayment Notices in accordance with Section 3.6(g) of this Series Supplement, (C) directing the Trustee to distribute such amount to the applicable Series 2006-1 Noteholders on the Series 2006-1 Prepayment Date specified in such Prepayment Notice and (D) complying with the other applicable Series Supplements with respect to prepayment of the applicable other portions of such Real Estate Asset Disposition Proceeds.

(iii) During any Rapid Amortization Period, principal payments shall be due and payable on each Payment Date on the applicable Classes of Series 2006-1 Notes as and when amounts are made available for payment thereof in accordance with Sections 5.10 and 5.11 of the Base Indenture. Such payments shall be ratably allocated among the Series 2006-1 Noteholders within each applicable Class based on their respective portion of the Series 2006-1 Outstanding Principal Amount of such Class (or, in the case of the Series 2006-1 Class A-1 Noteholders, in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2006-1 Class A-1 Note Purchase Agreement). In connection with any payment made pursuant to this Section 3.6(d)(iii), the Co-Issuers shall not be obligated to pay any prepayment premium.

(e) Series 2006-1 Class A-2 Make-Whole Prepayment Premium Payments. In connection with any mandatory prepayment of any Series 2006-1 Class A-2 Notes upon a Change of Control or upon the occurrence of a Real Estate Asset Disposition Prepayment Event made pursuant to Section 3.6(d)(i) or (d)(ii) of this Series Supplement or any optional prepayment of any Series 2006-1 Class A-2 Notes made

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pursuant to Section 3.6(f) of this Series Supplement, the Co-Issuers shall pay, in the manner described herein, the Series 2006-1 Class A-2 Make-Whole Prepayment Premium to the Series 2006-1 Class A-2 Noteholders with respect to the applicable Series 2006-1 Prepayment Amount; provided that no such Series 2006-1 Class A-2 Make-Whole Prepayment Premium shall be payable in connection with any payment that occurs (A) on or after the Payment Date occurring three (3) months prior to the Series 2006-1 Anticipated Repayment Date or (B) after a Rapid Amortization Period commences.

(f) Optional Prepayment of Series 2006-1 Class A-2 Notes. Subject to Sections 3.6(e) and (g) of this Series Supplement, the Co-Issuers shall have the option to prepay the Series 2006-1 Class A-2 Notes in whole or in part on any Payment Date specified in the applicable Prepayment Notices; provided that prior to the Payment Date occurring three (3) months prior to the Series 2006-1 Anticipated Repayment Date, the Co-Issuers shall not make any optional prepayment in part of any Series 2006-1 Class A-2 Notes pursuant to this Section 3.6(f) (x) more frequently than four (4) times in any annual period commencing with the annual period commencing on the Series 2006-1 Closing Date or (y) in a principal amount for any single prepayment of less than $5,000,000 (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement).

(g) Notices of Prepayments. The Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any prepayment pursuant to Sections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series Supplement (each, a “Series 2006-1 Prepayment”) to each Series 2006-1 Noteholder affected by such Series 2006-1 Prepayment, the Series 2006-1 Insurer, the Rating Agencies and the Trustee; provided that at the request of the Co-Issuers, such notice to the affected Series 2006-1 Noteholders shall be given by the Trustee in the name and at the expense of the Co-Issuers. In connection with any such Prepayment Notice, the Co-Issuers shall provide a written report to the Trustee (with a copy to the Series 2006-1 Insurer) 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 Series 2006-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the date on which such prepayment will be made (each, a “Series 2006-1 Prepayment Date”), which in all cases shall be a Business Day and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than ten (10) Business Days after the occurrence of such event, and in the case of a Real Estate Asset Disposition Prepayment Event, shall be the Payment Date immediately following such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 2006-1 Prepayment Amount”) and (C) the date on which the applicable Series 2006-1 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 Business Day before such Series 2006-1 Prepayment Date (the “Series 2006-1 Class A-2 Make-Whole Premium Calculation Date”). Each Prepayment Notice shall be irrevocable once given. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 2006-1 Noteholder to the extent such Series 2006-1

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Noteholder has provided a facsimile number or email address to the Trustee and (B) to the Series 2006-1 Insurer, the Rating Agencies and the Trustee and (ii) sent by registered mail to each affected Series 2006-1 Noteholder. For the avoidance of doubt, a Voluntary Decrease in respect of the Series 2006-1 Class A-1 Notes is governed by Section 2.2 of this Series Supplement and not by this Section 3.6.

(h) Series 2006-1 Prepayments. On each Series 2006-1 Prepayment Date with respect to any Series 2006-1 Prepayment, the Series 2006-1 Prepayment Amount and the Series 2006-1 Class A-2 Make-Whole Prepayment Premium, if any, and any associated Series 2006-1 Class A-1 Breakage Amounts applicable to such Series 2006-1 Prepayment shall be due and payable. The Co-Issuers shall pay the Series 2006-1 Prepayment Amount together with the applicable Series 2006-1 Class A-2 Make-Whole Prepayment Premium, if any, with respect to such Series 2006-1 Prepayment Amount, by, to the extent not already deposited therein pursuant to Sections 3.6(d)(i), (d)(ii) or (f) of this Series Supplement, depositing such amounts in the applicable Series 2006-1 Distribution Accounts on or prior to the related Series 2006-1 Prepayment Date to be distributed in accordance with Section 3.6(k) of this Series Supplement.

(i) Prepayment Premium Not Payable. For the avoidance of doubt, there is no Series 2006-1 Class A-2 Make-Whole Prepayment Premium payable as a result of (i) the application of Indemnification Payments allocated to the Series 2006-1 Notes pursuant to Section 3.6(j) of this Series Supplement, (ii) any principal payments made on the Series 2006-1 Notes during a Rapid Amortization Period and (iii) any optional prepayment on or after the Payment Date occurring three (3) months prior to the Series 2006-1 Anticipated Repayment Date.

(j) Indemnification Payments. Any Indemnification Payments allocated to the Senior Notes Principal Payments Account pursuant to the Priority of Payments shall be deposited in the applicable Series 2006-1 Distribution Accounts in accordance with Section 5.11(f) of the Base Indenture and used to prepay first, the Series 2006-1 Class A-2 Notes (based on their respective portion of the Series 2006-1 Class A-2 Outstanding Principal Amount), and second, the Series 2006-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2006-1 Class A-1 Note Purchase Agreement), on the Payment Date immediately succeeding such deposit. In connection with any prepayment made pursuant to this Section 3.6(j), the Co-Issuers shall not be obligated to pay any prepayment premium.

(k) Series 2006-1 Prepayment Distributions.

(i) On the Series 2006-1 Prepayment Date for each Series 2006-1 Prepayment to be made pursuant to this Section 3.6 in respect of the Series 2006-1 Class A-1 Notes, the Trustee shall, in accordance with Section 6.1 of the Base Indenture and based solely upon the applicable written report provided to the Trustee pursuant to Section 3.6(g) of this Series Supplement, wire transfer to the Series 2006-1 Class A-1 Noteholders of record on the preceding Prepayment Record

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Date, in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2006-1 Class A-1 Note Purchase Agreement, the amount deposited in the Series 2006-1 Class A-1 Distribution Account pursuant to this Section 3.6, if any, in order to repay the applicable portion of the Series 2006-1 Class A-1 Outstanding Principal Amount and pay all accrued and unpaid interest thereon to such Series 2006-1 Prepayment Date and any associated Series 2006-1 Class A-1 Breakage Amounts incurred as a result of such prepayment.

(ii) On the Series 2006-1 Prepayment Date for each Series 2006-1 Prepayment to be made pursuant to this Section 3.6 in respect of the Series 2006-1 Class A-2 Notes, the Trustee shall, in accordance with Section 6.1 of the Base Indenture and based solely upon the applicable written report provided to the Trustee pursuant to Section 3.6(g) of this Series Supplement, wire transfer to the Series 2006-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2006-1 Class A-2 Outstanding Principal Amount, the amount deposited in the Series 2006-1 Class A-2 Distribution Account pursuant to this Section 3.6, if any, in order to repay the applicable portion of the Series 2006-1 Class A-2 Outstanding Principal Amount and pay all accrued and unpaid interest thereon to such Series 2006-1 Prepayment Date and any Series 2006-1 Class A-2 Make-Whole Prepayment Premium due to Series 2006-1 Class A-2 Noteholders on such Series 2006-1 Prepayment Date.

(l) Series 2006-1 Notices of Final Payment. The Co-Issuers shall notify the Trustee, the Series 2006-1 Insurer and the Rating Agencies on or before the Record Date preceding the Payment Date which will be the Series 2006-1 Final Payment Date; provided, however, that with respect to any Series 2006-1 Final Payment that is made in connection with any mandatory or optional prepayment in full, the Co-Issuers shall not be obligated to provide any additional notice to the Trustee, the Series 2006-1 Insurer or the Rating Agencies of such Series 2006-1 Final Payment beyond the notice required to be given in connection with such prepayment pursuant to Section 3.6(g) of this Series Supplement. The Trustee shall provide written notice to each Person in whose name a Series 2006-1 Note is registered at the close of business on such Record Date that the immediately succeeding Payment Date will be the Series 2006-1 Final Payment Date. Such written notice to be sent to the Series 2006-1 Noteholders shall be made at the expense of the Co-Issuers and shall be mailed by the Trustee within five (5) Business Days of receipt of notice from the Co-Issuers indicating that the Series 2006-1 Final Payment will be made and shall specify that such Series 2006-1 Final Payment will be payable only upon presentation and surrender of the Series 2006-1 Notes and shall specify the place where the Series 2006-1 Notes may be presented and surrendered for such Series 2006-1 Final Payment.

(m) Prepayment Fees Payable Under the Series 2006-1 Insurer Fee Letter. Concurrently with prepayment of any Series 2006-1 Notes, the Co-Issuers shall pay or cause to be paid, directly to the Series 2006-1 Insurer, any premium, make-whole payment or early prepayment fee payable to the Series 2006-1 Insurer under the Series 2006-1 Insurer Fee Letter.

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Section 3.7 Series 2006-1 Class A-1 Distribution Account.

(a) Establishment of Series 2006-1 Class A-1 Distribution Account. The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2006-1 Class A-1 Noteholders an account (the “Series 2006-1 Class A-1 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2006-1 Class A-1 Noteholders. The Series 2006-1 Class A-1 Distribution Account shall be an Eligible Account. If the Series 2006-1 Class A-1 Distribution Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Series 2006-1 Class A-1 Distribution Account is no longer an Eligible Account, establish a new Series 2006-1 Class A-1 Distribution Account that is an Eligible Account. If a new Series 2006-1 Class A-1 Distribution Account is established, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2006-1 Class A-1 Distribution Account into the new Series 2006-1 Class A-1 Distribution Account. Initially, the Series 2006-1 Class A-1 Distribution Account will be established with the Trustee.

(b) Administration of the Series 2006-1 Class A-1 Distribution Account. All amounts held in the Series 2006-1 Class A-1 Distribution Account shall be invested in Permitted Investments at the written direction of the Master Issuer and SRI Real Estate Holdco; provided, however, that any such investment in the Series 2006-1 Class A-1 Distribution Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received or such other date on which any such funds are scheduled to be paid to the Series 2006-1 Class A-1 Noteholders. In the absence of written investment instructions hereunder, funds on deposit in the Series 2006-1 Class A-1 Distribution Account shall remain uninvested. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from Series 2006-1 Class A-1 Distribution Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2006-1 Class A-1 Distribution Account shall be deemed to be available and on deposit for distribution to the Series 2006-1 Class A-1 Noteholders.

(d) Series 2006-1 Class A-1 Distribution Account Constitutes Additional Collateral for Series 2006-1 Class A-1 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2006-1 Class A-1 Notes, the Co-Issuers hereby grant a security interest in and assign, pledge, grant, transfer and set over to the Trustee, for the benefit of the Series 2006-1 Class A-1 Noteholders, all of the Co-Issuers’ right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2006-1 Class A-1

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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 2006-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2006-1 Class A-1 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) 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 2006-1 Class A-1 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2006-1 Class A-1 Distribution Account Collateral”).

(e) Termination of Series 2006-1 Class A-1 Distribution Account. On or after the date on which the Series 2006-1 Final Payment has been made, the Trustee, acting in accordance with the written instructions of the Master Issuer and SRI Real Estate Holdco, shall withdraw from the Series 2006-1 Class A-1 Distribution Account all amounts on deposit therein for payment to the Co-Issuers.

Section 3.8 Series 2006-1 Class A-2 Distribution Account.

(a) Establishment of Series 2006-1 Class A-2 Distribution Account. The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2006-1 Class A-2 Noteholders an account (the “Series 2006-1 Class A-2 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2006-1 Class A-2 Noteholders. The Series 2006-1 Class A-2 Distribution Account shall be an Eligible Account. If the Series 2006-1 Class A-2 Distribution Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Series 2006-1 Class A-2 Distribution Account is no longer an Eligible Account, establish a new Series 2006-1 Class A-2 Distribution Account that is an Eligible Account. If a new Series 2006-1 Class A-2 Distribution Account is established, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2006-1 Class A-2 Distribution Account into the new Series 2006-1 Class A-2 Distribution Account. Initially, the Series 2006-1 Class A-2 Distribution Account will be established with the Trustee.

(b) Administration of the Series 2006-1 Class A-2 Distribution Account. All amounts held in the Series 2006-1 Class A-2 Distribution Account shall be invested in the Permitted Investments at the written direction of the Master Issuer; provided, however, that any such investment in the Series 2006-1 Class A-2 Distribution Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received or such other date on which any such funds are scheduled to be paid to the Series 2006-1 Class A-2 Noteholders. In the

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absence of written investment instructions hereunder, funds on deposit in the Series 2006-1 Class A-2 Distribution Account shall remain uninvested. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from Series 2006-1 Class A-2 Distribution Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2006-1 Class A-2 Distribution Account shall be deemed to be available and on deposit for distribution to the Series 2006-1 Class A-2 Noteholders.

(d) Series 2006-1 Class A-2 Distribution Account Constitutes Additional Collateral for Series 2006-1 Class A-2 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2006-1 Class A-2 Notes, the Co-Issuers hereby grant a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-1 Class A-2 Noteholders, all of the Co-Issuers’ right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2006-1 Class A-2 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2006-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2006-1 Class A-2 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) 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 2006-1 Class A-2 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2006-1 Class A-2 Distribution Account Collateral”).

(e) Termination of Series 2006-1 Class A-2 Distribution Account. On or after the date on which the Series 2006-1 Final Payment has been made, the Trustee, acting in accordance with the written instructions of the Master Issuer and SRI Real Estate Holdco, shall withdraw from the Series 2006-1 Class A-2 Distribution Account all amounts on deposit therein for payment to the Co-Issuers.

Section 3.9 Trustee as Securities Intermediary.

(a) The Trustee or other Person holding the Series 2006-1 Distribution Accounts shall be the “Series 2006-1 Securities Intermediary.” If the Series 2006-1 Securities Intermediary in respect of any Series 2006-1 Distribution Account is not the Trustee, the Master Issuer and SRI Real Estate Holdco shall obtain the express agreement of such other Person to the obligations of the Series 2006-1 Securities Intermediary set forth in this Section 3.9.

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(b) The Series 2006-1 Securities Intermediary agrees that:

(i) The Series 2006-1 Distribution Accounts are accounts to which Financial Assets will or may be credited;

(ii) The Series 2006-1 Distribution Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Series 2006-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii) All securities or other property (other than cash) underlying any Financial Assets credited to any Series 2006-1 Distribution Account shall be registered in the name of the Securities Intermediary, indorsed to the Series 2006-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2006-1 Securities Intermediary, and in no case will any Financial Asset credited to any Series 2006-1 Distribution Account be registered in the name of the Master Issuer and SRI Real Estate Holdco, payable to the order of the Master Issuer and SRI Real Estate Holdco or specially indorsed to the Master Issuer and SRI Real Estate Holdco;

(iv) All property delivered to the Series 2006-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2006-1 Distribution Account;

(v) Each item of property (whether investment property, security, instrument or cash) credited to any Series 2006-1 Distribution Account shall be treated as a Financial Asset under Article 8 of the New York UCC;

(vi) If at any time the Series 2006-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2006-1 Distribution Accounts, the Series 2006-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, SRI Real Estate Holdco or any other Securitization Entity or any other Person;

(vii) The Series 2006-1 Distribution Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of all applicable UCCs, New York shall be deemed to the Series 2006-1 Securities Intermediary’s jurisdiction and the Series 2006-1 Distribution Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

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(viii) The Series 2006-1 Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2006-1 Distribution Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Series 2006-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer and SRI Real Estate Holdco purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3.9(b)(vi) of this Series Supplement; and

(ix) Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2006-1 Distribution Accounts, neither the Series 2006-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, any Series 2006-1 Distribution Account or any Financial Asset credited thereto. If the Series 2006-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has actual knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2006-1 Distribution Account or any Financial Asset carried therein, the Series 2006-1 Securities Intermediary will promptly notify the Trustee, the Control Party, the Master Issuer and SRI Real Estate Holdco thereof.

(c) At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2006-1 Distribution Accounts and in all proceeds thereof, and (acting at the direction of the Control Party) shall be the only Person authorized to originate entitlement orders in respect of the Series 2006-1 Distribution Accounts; provided, however, that at all other times the Master Issuer and SRI Real Estate Holdco shall jointly be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2006-1 Distribution Accounts.

Section 3.10 Servicer. Pursuant to the Servicing Agreement, the Servicer has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer, SRI Real Estate Holdco and the other Co-Issuers. The Series 2006-1 Noteholders by their acceptance of the Series 2006-1 Notes consent to the provision of such reports and notices to the Trustee by the Servicer in lieu of the Master Issuer, SRI Real Estate Holdco or any other Co-Issuer. Any such reports and notices that are required to be delivered to the Series 2006-1 Noteholders hereunder will be made available on the Trustee’s website in the manner set forth in Section 4.4 of the Base Indenture.

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ARTICLE IV

FORM OF SERIES 2006-1 NOTES

Section 4.1 Issuance of Series 2006-1 Class A-1 Notes. (a) The Series 2006-1 Class A-1 Advance 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-1-1 hereto, and will be issued to the Series 2006-1 Class A-1 Noteholders (other than the Series 2006-1 Class A-1 Subfacility Noteholders) pursuant to and in accordance with the Series 2006-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.8 of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2006-1 Class A-1 Note Purchase Agreement, the Series 2006-1 Class A-1 Advance Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by such Series 2006-1 Class A-1 Noteholders. The Series 2006-1 Class A-1 Advance Notes shall bear a face amount equal in the aggregate to up to the Series 2006-1 Class A-1 Maximum Principal Amount as of the Series 2006-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2006-1 Class A-1 Initial Advance Principal Amount pursuant to Section 2.1(a) of this Series Supplement. The Trustee shall record any Increases or Decreases with respect to the Series 2006-1 Class A-1 Outstanding Principal Amount such that, subject to Section 4.1(d) of this Series Supplement, the principal amount of the Series 2006-1 Class A-1 Advance Notes that are Outstanding accurately reflects all such Increases and Decreases.

(b) The Series 2006-1 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 2006-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.8 of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2006-1 Class A-1 Note Purchase Agreement, the Series 2006-1 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 2006-1 Class A-1 Swingline Note shall bear a face amount equal in the aggregate to up to the Swingline Commitment as of the Series 2006-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2006-1 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 2006-1 Class A-1 Swingline Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.

(c) The Series 2006-1 Class A-1 L/C Notes will be issued in the form of a definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-3 hereto, and will be issued to the L/C Provider pursuant to and in accordance with the Series 2006-1 Class A-1 Note Purchase Agreement and shall

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be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.8 of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2006-1 Class A-1 Note Purchase Agreement, the Series 2006-1 Class A-1 L/C Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the L/C Provider. The Series 2006-1 Class A-1 L/C Notes shall bear a face amount equal in the aggregate to up to the L/C Commitment as of the Series 2006-1 Closing Date, and shall be initially issued in an aggregate amount equal to the Series 2006-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount pursuant to Section 2.1(b)(ii) of this Series Supplement. The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to Undrawn L/C Face Amounts or Unreimbursed L/C Drawings, as applicable, such that, subject to Section 4.1(d) of this Series Supplement, the aggregate amount of the Series 2006-1 Class A-1 L/C Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases. All Undrawn L/C Face Amounts shall be deemed to be “principal” outstanding under the Series 2006-1 Class A-1 L/C Note for all purposes of the Indenture and the other Related Documents other than for purposes of accrual of interest.

(d) For the avoidance of doubt, notwithstanding that the aggregate face amount of the Series 2006-1 Class A-1 Notes will exceed the Series 2006-1 Class A-1 Maximum Principal Amount, at no time will the principal amount actually outstanding of the Series 2006-1 Class A-1 Advance Notes, the Series 2006-1 Class A-1 Swingline Notes and the Series 2006-1 Class A-1 L/C Notes in the aggregate exceed the Series 2006-1 Class A-1 Maximum Principal Amount.

(e) The Series 2006-1 Class A-1 Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange. The Series 2006-1 Class A-1 Notes may be produced in any manner, all as determined by the Authorized Officers executing such Series 2006-1 Class A-1 Notes, as evidenced by their execution of such Class A-1 Notes. The initial sale of the Series 2006-1 Class A-1 Notes is limited to Persons who have executed the Series 2006-1 Class A-1 Note Purchase Agreement. The Series 2006-1 Class A-1 Notes may be resold only to Persons who are QPs in compliance with the terms of the Series 2006-1 Class A-1 Note Purchase Agreement.

Section 4.2 Issuance of Series 2006-1 Class A-2 Notes. The Series 2006-1 Class A-2 Notes may be offered and sold in the Series 2006-1 Class A-2 Initial Principal Amount on the Series 2006-1 Closing Date by the Co-Issuers pursuant to the Series 2006-1 Class A-2 Note Purchase Agreement. The Series 2006-1 Class A-2 Notes will be resold initially only (A) in the United States to Persons who are both QIBs and QPs in reliance on Rule 144A and (B) outside the United States to QPs who are neither a U.S. person (as defined in Regulation S) (a “U.S. Person”) nor a U.S. resident (within the meaning of the Investment Company Act) (a “U.S. Resident”) in reliance on Regulation S. The Series 2006-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2006-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2006-1 Class A-2 Notes. The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and “Terms and Conditions

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Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream (as in effect from time to time, the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Series 2006-1 Class A-2 Notes. The Series 2006-1 Class A-2 Notes shall be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof.

(a) Restricted Global Notes. The Series 2006-1 Class A-2 Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-1 hereto, registered in the name of Cede & Co. (“Cede”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes of this Section 4.2 and Section 4.4, the “Restricted Global Notes”). The aggregate initial principal amount of the Restricted 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 in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

(b) Regulation S Global Notes and Unrestricted Global Notes. Any Series 2006-1 Class A-2 Notes offered and sold on the Series 2006-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-2 hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts 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 2006-1 Class A-2 Note, such Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 4.2 and Section 4.4, as the “Regulation S Global Notes.” After such time as the Restricted Period shall have terminated, the 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-2-3 hereto, as hereinafter provided (collectively, for purposes of this Section 4.2 and Section 4.4, the “Unrestricted Global Notes”). The aggregate principal amount of the Regulation S Global Notes or the Unrestricted 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 Restricted Global Notes, as hereinafter provided.

(c) Definitive Notes. The Series 2006-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this Section 4.2 and Section 4.4 of this Series Supplement, the “Definitive Notes”) pursuant to Section 2.13 of the Base Indenture and this Section 4.2(c) in accordance with their terms and, upon complete exchange thereof, such Series 2006-1 Global Notes shall be surrendered for cancellation at the applicable Corporate Trust Office.

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Section 4.3 Transfer Restrictions of Series 2006-1 Class A-1 Notes.

(a) Subject to the terms of the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, the holder of any Series 2006-1 Class A-1 Advance Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2006-1 Class A-1 Advance Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by a certificate substantially in the form of Exhibit B-1 hereto; provided that if the holder of any Series 2006-1 Class A-1 Advance Note transfers, in whole or in part, its interest in any Series 2006-1 Class A-1 Advance Note pursuant to (i) an Assignment and Assumption Agreement substantially in the form of Exhibit B to the Series 2006-1 Class A-1 Note Purchase Agreement or (ii) an Investor Group Supplement substantially in the form of Exhibit C to the Series 2006-1 Class A-1 Note Purchase Agreement, then such Series 2006-1 Class A-1 Noteholder will not be required to submit a certificate substantially in the form of Exhibit B-1 hereto upon transfer of its interest in such Series 2006-1 Class A-1 Advance Note. In exchange for any Series 2006-1 Class A-1 Advance Note properly presented for transfer, the Co-Issuers 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 2006-1 Class A-1 Advance Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2006-1 Class A-1 Advance Note in part, the Co-Issuers 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 2006-1 Class A-1 Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2006-1 Class A-1 Advance Note shall be made unless the request for such transfer is made by the Series 2006-1 Class A-1 Noteholder at such office. Neither the Co-Issuers 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 2006-1 Class A-1 Advance Notes, the Trustee shall recognize the holders of such Series 2006-1 Class A-1 Advance Note as Series 2006-1 Class A-1 Noteholders.

(b) Subject to the terms of the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, the Swingline Lender may transfer the Series 2006-1 Class A-1 Swingline Notes in whole but not in part by surrendering such Series 2006-1 Class A-1 Swingline Notes at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the

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holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(d) of the Series 2006-1 Class A-1 Note Purchase Agreement. In exchange for any Series 2006-1 Class A-1 Swingline Note properly presented for transfer, the Co-Issuers 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, a Series 2006-1 Class A-1 Swingline Note for the same aggregate principal amount as was transferred. No transfer of any Series 2006-1 Class A-1 Swingline Note shall be made unless the request for such transfer is made by the Swingline Lender at such office. Neither the Co-Issuers 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 2006-1 Class A-1 Swingline Note, the Trustee shall recognize the holder of such Series 2006-1 Class A-1 Swingline Note as a Series 2006-1 Class A-1 Noteholder.

(c) Subject to the terms of the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, the L/C Provider may transfer any Series 2006-1 Class A-1 L/C Note in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2006-1 Class A-1 L/C Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(e) of the Series 2006-1 Class A-1 Note Purchase Agreement. In exchange for any Series 2006-1 Class A-1 L/C Note properly presented for transfer, the Co-Issuers 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 2006-1 Class A-1 L/C Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2006-1 Class A-1 L/C Note in part, the Co-Issuers 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 2006-1 Class A-1 L/C Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2006-1 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 Co-Issuers 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 2006-1 Class A-1 L/C Note, the Trustee shall recognize the holder of such Series 2006-1 Class A-1 L/C Note as a Series 2006-1 Class A-1 Noteholder.

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(d) Each Series 2006-1 Class A-1 Note shall bear the following legend:

THIS SERIES 2006-1 CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF THE CO-ISSUERS HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF DECEMBER 20, 2006 BY AND AMONG THE CO-ISSUERS, THE SERVICER, THE SERIES 2006-1 CLASS A-1 INVESTORS, THE SERIES 2006-1 NOTEHOLDERS, THE SERIES 2006-1 SUBFACILITY LENDERS AND LEHMAN COMMERCIAL PAPER INC. AS ADMINISTRATIVE AGENT.

The required legend set forth above shall not be removed from the Series 2006-1 Class A-1 Notes except as provided herein.

Section 4.4 Transfer Restrictions of Series 2006-1 Class A-2 Notes.

(a) A Series 2006-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 4.4(a) shall not prohibit any transfer of a Series 2006-1 Class A-2 Note that is issued in exchange for a Series 2006-1 Global Note in accordance with Section 2.8 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2006-1 Global Note effected in accordance with the other provisions of this Section 4.4.

(b) The transfer by a Series 2006-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and a QP, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Co-Issuers as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

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(c) If a Series 2006-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(c). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance 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 Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted 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 set forth in Exhibit B-2 hereto given by the Series 2006-1 Class A-2 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted 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 Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d) If a Series 2006-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(d). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance 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 Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted 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 2006-1 Class A-2 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest

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in such Restricted 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 Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e) If a Series 2006-1 Class A-2 Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(e). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance 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 Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, 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) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit B-4 hereto given by such Series 2006-1 Class A-2 Note Owner holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted 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 DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f) In the event that a Series 2006-1 Global Note or any portion thereof is exchanged for Series 2006-1 Class A-2 Notes other than Series 2006-1 Global Notes, such other Series 2006-1 Class A-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2006-1 Class A-2 Notes that are not Series 2006-1 Global Notes or for a beneficial interest in a Series 2006-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from time to time by the Co-Issuers (with the consent of the Series 2006-1 Insurer) and the Registrar, which shall be substantially consistent with the provisions of Sections 4.4(a) through

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Section 4.4(e) and Section 4.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2006-1 Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures.

(g) Until the termination of the Restricted Period with respect to any Series 2006-1 Class A-2 Note, interests in the Regulation S Global Notes representing such Series 2006-1 Class A-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 4.4(g) shall not prohibit any transfer in accordance with Section 4.4(d) of this Series Supplement. After the expiration of the applicable Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications other than those set forth in this Section 4.4.

(h) The Series 2006-1 Class A-2 Notes shall bear the following legend:

THIS SERIES 2006-1 CLASS A-2 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (B) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND

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NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, 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 SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, 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 CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION

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7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.

EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE 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 INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED 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 THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, 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 BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT”. THE CO-ISSUERS ALSO HAVE

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THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.

(i) The Series 2006-1 Class A-2 Notes Regulation S Global Notes shall bear the following legend:

UNTIL 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 A QUALIFIED PURCHASER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A QUALIFIED PURCHASER AND IN COMPLIANCE WITH THE SECURITIES 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 SECURITIES ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT.

(j) The Series 2006-1 Class A-2 Notes Global Notes shall bear the following legends:

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, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE 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 DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME

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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.

(k) The required legends set forth above shall not be removed from the applicable Series 2006-1 Class A-2 Notes except as provided herein. The legend required for a Series 2006-1 Class A-2 Restricted Note may be removed from such Series 2006-1 Class A-2 Restricted Note if there is delivered to the Co-Issuers and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by the Co-Issuers that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2006-1 Class A-2 Restricted Note will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer, on behalf of the Co-Issuers, shall authenticate and deliver in exchange for such Series 2006-1 Class A-2 Restricted Note a Series 2006-1 Class A-2 Note or Series 2006-1 Class A-2 Notes having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Series 2006-1 Class A-2 Restricted Note has been removed from a Series 2006-1 Class A-2 Note as provided above, no other Series 2006-1 Class A-2 Note issued in exchange for all or any part of such Series 2006-1 Class A-2 Note shall bear such legend, unless the Co-Issuers have reasonable cause to believe that such other Series 2006-1 Class A-2 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

Section 4.5 Section 3(c)(7) Procedures.

(a) The Co-Issuers shall, upon two (2) Business Days’ prior written notice, cause the Registrar to send, and the Registrar hereby agrees to send on at least an annual basis, a notice from the Co-Issuers to DTC in substantially the form of Exhibit C hereto (the “Important Section 3(c)(7) Notice”), with a request that DTC forward each such notice to the relevant DTC participants for further delivery to the Series 2006-1 Note Owners. If DTC notifies the Co-Issuers or the Registrar that it will not forward such notices, the Co-Issuers will request DTC to deliver to the Co-Issuers a list of all DTC participants holding an interest in the Series 2006-1 Notes and the Registrar and Paying Agent will send the Important Section 3(c)(7) Notice directly to such participants.

(b) The Co-Issuers will take the following steps in connection with the Series 2006-1 Notes:

(i) The Co-Issuers will direct DTC to include the “3c7” marker in the DTC 20-character security descriptor and the 48-character additional descriptor for the Restricted Global Note in order to indicate that sales are limited to QIB/QPs.

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(ii) The Co-Issuers will direct DTC to cause each physical DTC deliver order ticket delivered by DTC to purchasers to contain the DTC 20-character security descriptor; and will direct DTC to cause each DTC deliver order ticket delivered by DTC to purchasers in electronic form to contain the “3c7” indicator and a related user manual for participants, which will contain a description of the relevant restrictions.

(iii) The Co-Issuers will instruct DTC to send an Important Section 3(c)(7) Notice to all DTC participants in connection with the initial offering of the Series of 2006-1 Notes.

(iv) The Co-Issuers will advise DTC that they are Section 3(c)(7) issuers and will request DTC to include the Restricted Global Note in DTC’s “Reference Directory” of Section 3(c)(7) offerings and provide such participants with an Important Section 3(c)(7) Notice.

(v) The Co-Issuers will direct Euroclear to include the “144A/3(c)(7)” marker in the name for the Restricted Global Note included in the Euroclear securities database in order to indicate that sales are limited to QIB/QPs.

(vi) The Co-Issuers will direct Euroclear to cause each daily securities balance report and each daily securities transaction report delivered to Euroclear participants to contain the indicator “144A/3(c)(7)” in the name for the Restricted Global Note.

(vii) The Co-Issuers will direct Euroclear to include a description of the Section 3(c)(7) restrictions for the Restricted Global Note in its New Issues Acceptance Guide.

(viii) The Co-Issuers will instruct Euroclear to send an Important Section 3(c)(7) Notice to all Euroclear participants holding positions in the Restricted Global Note at least once every calendar year, substantially in the form of Exhibit C hereto.

(ix) The Co-Issuers will request Euroclear to include a “3(c)(7)” marker in the name for the Restricted Global Note included in the list of securities accepted in the Euroclear securities database made available to Euroclear participants.

(x) The Co-Issuers will direct Clearstream to include the “144A/3(c)(7)” marker in the name for the Restricted Global Note included in the Clearstream securities database in order to indicate that sales are limited to QIB/QPs.

(xi) The Co-Issuers will direct Clearstream to cause each daily portfolio report and each daily settlement report delivered to Clearstream participants to contain the indicator “144A/3(c)(7)” in the name for the Restricted Global Note.

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(xii) The Co-Issuers will direct Clearstream to include a description of the Section 3(c)(7) restrictions in its Customer Handbook.

(xiii) The Co-Issuers will instruct Clearstream to send an Important Section 3(c)(7) Notice to all Clearstream participants holding positions in the Restricted Global Note at least once every calendar year, substantially in the form of Exhibit C hereto.

(xiv) The Co-Issuers will request Clearstream to include a “3(c)(7)” marker in the name for the Restricted Global Note included in the list of securities accepted in the Clearstream securities’ database made available to Clearstream participants.

(c) Each time the Co-Issuers send an annual or other periodic report to Note Owners, and in any event at least once per calendar year, the Co-Issuers will provide a notice to Note Owners that:

(i) each Note Owner must not be a Competitor and must be either (A) a QIB/QP or (B) a QP and neither a U.S. Person nor U.S. Resident, as applicable;

(ii) each Note Owner must be able to make the representations set forth in clauses (a) through (j) of Section 4.6 of this Series Supplement;

(iii) the Series 2006-1 Notes can be transferred only to transferees who are able to make the representations set forth in clauses (a) through (j) of Section 4.6 of this Series Supplement; and

(iv) the Co-Issuers have the right to force any Note Owner who is a Competitor or who is not (A) a QIB/QP or (B) a QP and neither a U.S. Person nor U.S. Resident, as applicable, to sell or redeem the Series 2006-1 Notes.

From time to time the Co-Issuers shall request DTC, Euroclear and Clearstream to deliver to the Co-Issuers a list of their respective participants holding an interest in the Restricted Global Note. The Co-Issuers shall send the report and the notice to participants identified by DTC, Euroclear and Clearstream with a request that participants pass them along to beneficial owners.

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(d) The Co-Issuers shall request third-party vendors that provide information on the Series 2006-1 Notes to include on screens maintained by such vendors appropriate legends regarding Rule 144A and Section 3(c)(7) restrictions. Without limiting the foregoing:

(i) the Co-Issuers will request Bloomberg, L.P. to include the following on each Bloomberg screen containing information about the Series 2006-1 Notes:

(A) The “Note Box” on the bottom of the “Security Display” page describing the Series 2006-1 Notes should state: “Iss’d Under 144A/3c7.”

(B) The “Security Display” page should have a flashing red indicator stating “See Other Available Information.”

(C) Such indicator should link to an “Additional Security Information” page, which should state that the Series 2006-1 Notes “are being offered in reliance on the exemption from registration under Rule 144A to Persons that are both (i) qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (ii) qualified purchasers (as defined under Section 2(a)(51) under the Investment Company Act of 1940).”

(ii) the Co-Issuers will request Reuters Group plc to input the following information in its system with respect to the Series 2006-1 Notes:

(A) The security name field at the top of the Reuters Instrument Code screen should include a “144A-3c7” notation.

(B) A <144A3c7Disclaimr> indicator should appear on the right side of the Reuters Instrument Code screen.

(C) Such indicator should link to a disclaimer screen on which the following language will appear: “These securities may be sold or transferred only to persons who are both (i) qualified institutional buyers (as defined in Rule 144A under the Securities Act), and (ii) qualified purchasers (as defined under Section 2(a)(51) under the U.S. Investment Company Act of 1940).”

(e) The Co-Issuers shall cause the “CUSIP” number obtained for the Series 2006-1 Notes to have an attached “fixed field” that contains “3c7” and “144A” indicators.

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Section 4.6 Note Owner Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2006-1 Class A-2 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2006-1 Class A-2 Note as follows:

(a) In the case of Series 2006-1 Class A-2 Notes acquired in the United States, that it is (i) a QIB/QP, (ii) aware that the sale to it is being made in reliance on Rule 144A and in reliance on Section 3(c)(7) of the Investment Company Act and (iii) acquiring such Series 2006-1 Class A-2 Notes for its own account or for the account of another person who is a QIB/QP with respect to which it exercises sole investment discretion.

(b) In the case of Series 2006-1 Class A-2 Notes acquired outside of the United States, that it is (i) a QP, (ii) neither a U.S. Person nor a U.S. Resident, (iii) aware that the sale to it is being made in reliance on an exemption from the registration requirements of the Securities Act provided by Regulation S and in reliance on Section 3(c)(7) of the Investment Company Act, (iv) acquiring such Series 2006-1 Class A-2 Notes for its own account or the account of another person, who is a QP and is neither a U.S. Person nor a U.S. Resident, with respect to which it exercises sole investment discretion, and (v) not purchasing such Series 2006-1 Class A-2 Notes with a view to the resale, distribution or other disposition thereof in the United States or to a U.S. Person or a U.S. Resident.

(c) It is not a broker-dealer of the type described in paragraph (a)(1)(ii) of Rule 144A which owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers.

(d) It is not formed for the purpose of investing in the Series 2006-1 Class A-2 Notes, except where each beneficial owner is a QIB/QP (for Series 2006-1 Class A-2 Notes acquired in the United States) or a QP and neither a U.S. Person nor a U.S. Resident (for Series 2006-1 Class A-2 Notes acquired outside the United States).

(e) It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2006-1 Class A-2 Notes.

(f) It understands that the Co-Issuers may receive a list of participants holding positions in the Series 2006-1 Class A-2 Notes from one or more book-entry depositories.

(g) It will provide to each person to whom it transfers Series 2006-1 Class A-2 Notes notices of any restrictions on transfer of such Series 2006-1 Class A-2 Notes.

(h) It is not a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan.

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(i) If it is a Section 3(c)(1) or Section 3(c)(7) investment company, or a Section 7(d) foreign investment company relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act with respect to its U.S. holders, and was formed on or before April 30, 1996, it has received the necessary consent from its beneficial owners as required by the 1940 Act.

(j) It is not a Competitor.

(k) It understands that (i) the Series 2006-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, (ii) the Series 2006-1 Notes have not been registered under the Securities Act, (iii) such Series 2006-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Co-Issuers so long as such Co-Issuers are QPs, (B) in the United States to a Person who the seller reasonably believes is a QIB/QP in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (C) outside the United States to a Person who is a QP and neither a U.S. Person nor a U.S. Resident in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person who is a QP and is not a Competitor in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any state of the United States and any other jurisdiction, in each such case in accordance with the Indenture and any applicable securities laws of any state of the United States and (iv) it will, and each subsequent holder of a Series 2006-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 2006-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.

(l) It understands that the certificates evidencing the Restricted Global Notes will bear legends substantially similar to those set forth in Sections 4.4(h) of this Series Supplement.

(m) It understands that the certificates evidencing the Regulation S Global Notes will bear legends substantially similar to those set forth in Sections 4.4(i) of this Series Supplement.

(n) It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Sections 4.4(j) of this Series Supplement.

(o) It is (i) not acquiring or holding the Series 2006-1 Class A-2 Notes (or any interest therein) for or on behalf, or with the assets of any Plan, account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Laws, or (ii) its purchase and holding of the Series 2006-1 Class A-2 Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

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(p) It understands that any subsequent transfer of the Series 2006-1 Class A-2 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2006-1 Class A-2 Notes or any interest therein except in compliance with such restrictions and conditions and the Securities Act.

(q) It understands that the Base Indenture has been structured and the Series 2006-1 Class A-2 Notes have been (or will be) issued with the intention that the Series 2006-1 Class A-2 Notes will qualify under applicable Tax law as indebtedness of the Co-Issuers or, if any of the Co-Issuers is treated as a division of another entity, such other entity, and in its acquisition of any direct or indirect interest in any Series 2006-1 Class A-2 Note, by acceptance of its Series 2006-1 Class A-2 Notes (or acquisition of a beneficial interest therein), it agrees to treat the Series 2006-1 Class A-2 Notes (or beneficial interests therein) for all purposes of federal, state and local income or franchise Taxes and any other Tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

ARTICLE V

GENERAL

Section 5.1 Information. On or before each Accounting Date, the Co-Issuers shall furnish, or cause to be furnished, a Monthly Noteholders’ Statement with respect to the Series 2006-1 Notes to the Trustee and the Series 2006-1 Insurer, substantially in the form of Exhibit D hereto, setting forth, inter alia, the following information with respect to the next Payment Date:

(i) the total amount available to be distributed to Series 2006-1 Noteholders on such Payment Date;

(ii) the amount of such distribution allocable to the payment of principal of each Class of the Series 2006-1 Notes;

(iii) the amount of such distribution allocable to the payment of interest on each Class of the Series 2006-1 Notes;

(iv) the amount of such distribution allocable to the payment of any Series 2006-1 Class A-2 Make-Whole Prepayment Premium, if any, on the Series 2006-1 Class A-2 Notes;

(v) the amount of such distribution allocable to the payment of any fees or other amounts due to the Series 2006-1 Class A-1 Noteholders;

(vi) whether, to the knowledge of the Co-Issuers, any Potential Rapid Amortization Event, Rapid Amortization Event, Default, Event of Default, Potential Servicer Termination Event or Servicer Termination Event has occurred as of such Accounting Date;

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(vii) the Debt Service Coverage Ratio for such Payment Date;

(viii) the Sonic Systemwide Sales as of the last day of the preceding Monthly Collection Period; and

(ix) the Series 2006-1 Available Interest Reserve Account Amount and the Series 2006-1 Cash Trap Reserve Amount, if any, in each case, as of the close of business on the last Business Day of the preceding Monthly Collection Period.

Any Series 2006-1 Noteholder may obtain copies of each Monthly Noteholders’ Statement in accordance with the procedures set forth in Section 4.4 of the Base Indenture.

Section 5.2 Exhibits. The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture.

Section 5.3 Ratification of Base Indenture. As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument.

Section 5.4 Certain Notices to the Series 2006-1 Insurer and Rating Agencies. The Co-Issuers shall provide to the Series 2006-1 Insurer and each Rating Agency a copy of each Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document. Each such Opinion of Counsel to be delivered to the Trustee while the Series 2006-1 Policy is in effect shall also be addressed to the Series 2006-1 Insurer, shall be from counsel reasonably acceptable to the Series 2006-1 Insurer and shall be in form and substance reasonably acceptable to the Series 2006-1 Insurer.

Section 5.5 Third-Party Beneficiary. The Series 2006-1 Insurer is an express third-party beneficiary of (i) the Base Indenture to the extent of provisions relating to the Series 2006-1 Insurer (in any capacity, including, without limitation, as Control Party) specifically, and to any Enhancement Provider and (ii) this Series Supplement.

Section 5.6 Prior Notice by Trustee to the Series 2006-1 Insurer. Subject to Section 10.1 of the Base Indenture, except for any period during which a Series 2006-1 Insurer Default is continuing, the Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default until after the Trustee has given prior written notice thereof to the Series 2006-1 Insurer and obtained the direction of the Series 2006-1 Insurer, so long as the Series 2006-1 Insurer is the Control Party and any Series 2006-1 Notes are Outstanding or any Series 2006-1 Insurer Obligations are due and unpaid. The

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Trustee agrees to notify the Series 2006-1 Insurer promptly following any exercise of rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or Event of Default.

Section 5.7 Subrogation. In furtherance of and not in limitation of the Series 2006-1 Insurer’s equitable right of subrogation, each of the Trustee, the Co-Issuers and, by its acceptance of Series 2006-1 Notes, each Series 2006-1 Noteholder acknowledges that, to the extent of any payment made by the Series 2006-1 Insurer under the Series 2006-1 Policy with respect to interest or letter of credit fees on or principal of the Series 2006-1 Notes, the Series 2006-1 Insurer is to be fully subrogated to the extent of such payment and any additional interest due on any late payment to the rights of the Series 2006-1 Noteholders under the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement. Each of the Co-Issuers, the Trustee and the Series 2006-1 Noteholders agrees to such subrogation and, further, agree to take such actions as the Series 2006-1 Insurer may reasonably request to evidence such subrogation.

Section 5.8 Counterparts. This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 5.9 Governing Law. THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 5.10 Amendments. This Series Supplement may not be modified or amended except in accordance with the terms of the Base Indenture.

Section 5.11 Entire Agreement. This Agreement, together with the exhibits and schedules hereto and the other Indenture Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

Section 5.12 Termination of Series Supplement. This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2006-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2006-1 Notes that have been replaced or paid) to the Trustee for cancellation and all Letters of Credit have been expired or been or cash collateralized in full pursuant to the terms of the Series 2006-1 Class A-1 Note Purchase Agreement, (ii) all fees and expenses and other amounts under the Series 2006-1 Class A-1 Note Purchase Agreement have been paid in full and all Series 2006-1 Class A-1 Commitments have been terminated, (iii) the Co-Issuers have paid all sums payable hereunder and (iv) the Series 2006-1 Insurer has been paid all Series 2006-1 Insurer Premiums, all Series 2006-1 Insurer Expenses and all Series 2006-1 Insurer Reimbursement Amounts due to it under the Indenture or the Series 2006-1 Insurance Agreement.

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Section 5.13 Discharge of Indenture. Notwithstanding anything to the contrary contained in the Base Indenture and without limiting any rights of the Series 2006-1 Insurer, so long as this Series Supplement shall be in effect in accordance with Section 5.12 of this Series Supplement, no discharge of the Indenture or the G&C Agreement pursuant to Section 11.1 of the Base Indenture shall be effective as to the Series 2006-1 Notes without the written consent of the Series 2006-1 Noteholders holding more than 50% of the sum of (i) the Series 2006-1 Outstanding Principal Amount and (ii) the portion, if any, of the Series 2006-1 Class A-1 Commitments that has not been drawn to make Series 2006-1 Class A-1 Advances (excluding any Series 2006-1 Outstanding Principal Amount or Series 2006-1 Class A-1 Commitments or Notes held by any Securitization Entity or any Affiliate of any Securitization Entity).

Section 5.14 Effect of Payment by the Series 2006-1 Insurer.

(a) Anything in this Series Supplement to the contrary notwithstanding, any payments of principal of or interest, or letter of credit fees on, the Series 2006-1 Notes that is made with moneys received pursuant to the terms of the Series 2006-1 Policy shall not be considered payment of the Series 2006-1 Notes by the Co-Issuers. The Trustee acknowledges that, without the need for any further action on the part of the Series 2006-1 Insurer, (i) to the extent the Series 2006-1 Insurer makes payments, directly or indirectly, on account of principal of, or interest or letter of credit fees on, the Series 2006-1 Notes to the Trustee for the benefit of the Series 2006-1 Noteholders or to the Series 2006-1 Noteholders (including any Preference Amounts as defined in the Series 2006-1 Policy), the Series 2006-1 Insurer will be fully subrogated to the rights of such Series 2006-1 Noteholders to receive such principal and interest and such other amounts and will be deemed to the extent of the payments so made to be a Series 2006-1 Noteholder and (ii) the Series 2006-1 Insurer shall be paid principal and interest and/or letter of credit fees in its capacity as a Series 2006-1 Noteholder until all such payments by the Series 2006-1 Insurer have been fully reimbursed, but only from the sources and in the manner provided in the Indenture for payment of such principal and interest and such other amounts. The foregoing is without prejudice to the separate and independent rights of the Series 2006-1 Insurer to be reimbursed, without duplication, for payments made under the Series 2006-1 Policy pursuant to the Series 2006-1 Insurance Agreement.

(b) Each Series 2006-1 Noteholder agrees (i) that with respect to the payment of any Preference Amount by the Series 2006-1 Insurer to the Trustee, on behalf of the Series 2006-1 Noteholders, under the Series 2006-1 Policy to assign irrevocably to the Series 2006-1 Insurer all of its rights and claims relating to or arising under the Series 2006-1 Insured Obligations against the debtor which made or benefited from the related preference payment or otherwise with respect to the related preference payment and (ii) to appoint the Series 2006-1 Insurer as its agent in any legal proceeding related to such preference payment. In addition, each Series 2006-1 Noteholder hereby grants to the Series 2006-1 Insurer an absolute power of attorney to execute all appropriate instruments related to any items required to be delivered in connection with any preference payment referred to in this Section 5.14(b).

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Section 5.15 Fiscal Year End. The Co-Issuers shall not change their fiscal year end from August 31 to any other date.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the Co-Issuers and the Trustee have caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.

SONIC CAPITAL LLC, as Co-Issuer
By:	/s/ W. Scott McLain
Name:	W. Scott McLain
Title:	President
SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer
By:	/s/ W. Scott McLain
Name:	W. Scott McLain
Title:	President
AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President

Signature Page to the Series 2006-1 Supplement

AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President
SRI REAL ESTATE HOLDING LLC, as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President
SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President
CITIBANK, N.A.,     in its capacity as Trustee and as Series 2006-1     Securities Intermediary
By:	/s/ Kristen Driscoll
Name:	Kristen Driscoll
Title:	Vice President

Signature Page to the Series 2006-1 Supplement

ANNEX A

SERIES 2006-1

SUPPLEMENTAL DEFINITIONS LIST

“Acquiring Committed Note Purchaser” has the meaning set forth in Section 9.17(a) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Acquiring Investor Group” has the meaning set forth in Section 9.17(c) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Administrative Agent” has the meaning set forth in the preamble to the Series 2006-1 Class A-1 Note Purchase Agreement. For purposes of the Indenture, the “Administrative Agent” shall be deemed to be a “Class A-1 Administrative Agent.”

“Administrative Agent Fees” has the meaning set forth in Section 3.02(a) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Advance” has the meaning set forth in the recitals to the Series 2006-1 Class A-1 Note Purchase Agreement.

“Advance Request” has the meaning set forth in Section 7.03(d) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Affected Person” has the meaning set forth in Section 3.05 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Aggregate Unpaids” has the meaning set forth in Section 5.01 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Annual Inspection Notice” has the meaning set forth in Section 8.01(d) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Applicable Procedures” has the meaning set forth in Section 4.2 of the Series 2006-1 Supplement.

“Applicable Time” has the meaning set forth in the Series 2006-1 Class A-2 Note Purchase Agreement.

“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 2006-1 Class A-1 Note Purchase Agreement.

“Base Rate” means, on any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds

Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Rate, respectively. Changes in any rate of interest calculated by reference to the Base Rate will take effect simultaneously with each change in the Base Rate.

“Base Rate Advance” means an Advance (including, without limitation, a Seasoned Base Rate Advance) that bears interest at a rate of interest determined by reference to the Base Rate during such time as it bears interest at such rate, as provided in the Series 2006-1 Class A-1 Note Purchase Agreement.

“Base Rate Tranche” means that portion of the Series 2006-1 Class A-1 Outstanding Principal Amount funded or maintained with Base Rate Advances.

“Borrowing” has the meaning set forth in Section 2.02(c) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Breakage Amount” has the meaning set forth in Section 3.06 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Cede” has the meaning set forth in Section 4.2(a) of the Series 2006-1 Supplement.

“Change in Law” means (a) any law, rule or regulation or any change therein or in the interpretation or application thereof (whether or not having the force of law), in each case, adopted, issued or occurring after the Series 2006-1 Closing Date or (b) any request, guideline or directive (whether or not having the force of law) from any government or political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each, an “Official Body”) charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued or occurring after the Series 2006-1 Closing Date.

“Change of Control” means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than Holdco owns or controls, either directly or indirectly, more than 50% of the Equity Interests of the Master Issuer or SRI Real Estate Holdco or an amount of Equity Interests of the Master Issuer or SRI Real Estate Holdco that entitles such “person” or “group” to exercise more than 50% of the voting power in the Equity Interests of the Master Issuer or SRI Real Estate Holdco.

“Class A-1 Amendment Expenses” means all amounts payable pursuant to clause (a)(ii) of Section 9.05 of the Series 2006-1 Class A-1 Note Purchase Agreement.

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“Class A-1 Indemnities” means all amounts payable pursuant to Sections 9.05(b) and (c) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Class A-1 Insurer Premiums Adjustment Amount” means, for any Interest Period, the result (whether a positive or negative number) of (a) the aggregate of the Daily Class A-1 Insurer Premiums Amounts for each day in such Interest Period minus (b) the aggregate of the Estimated Daily Class A-1 Insurer Premiums Amounts for each day in such Interest Period.

“Commercial Paper” means, with respect to any Conduit Investor, the promissory notes issued in the commercial paper market by or for the benefit of such Conduit Investor.

“Commitments” means the obligation of each Committed Note Purchaser included in each Investor Group to fund Advances pursuant to Section 2.02(a) of the Series 2006-1 Class A-1 Note Purchase Agreement and to participate in Swingline Loans and Letters of Credit, as applicable, pursuant to Sections 2.06 and 2.08 of the Series 2006-1 Class A-1 Note Purchase Agreement in an aggregate stated amount up to its Commitment Amount.

“Commitment Amount” means, as to each Committed Note Purchaser, the amount set forth on Schedule I to the Series 2006-1 Class A-1 Note Purchase Agreement opposite such Committed Note Purchaser’s name as its Commitment Amount or, in the case of a Committed Note Purchaser that becomes a party to the Series 2006-1 Class A-1 Note Purchase Agreement pursuant to an Assignment and Assumption Agreement or Investor Group Supplement, the amount set forth therein as such Committed Note Purchaser’s Commitment Amount, in each case, as such amount may be (i) reduced pursuant to Section 2.05 of the Series 2006-1 Class A-1 Note Purchase Agreement or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by such Committed Note Purchaser in accordance with the terms of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Commitment Fee Adjustment Amount” means, for any Interest Period, the result (whether a positive or negative number) of (a) the aggregate of the Daily Commitment Fee Amounts for each day in such Interest Period minus (b) the aggregate of the Estimated Daily Commitment Fee Amounts for each day in such Interest Period. For purposes of the Indenture, the “Commitment Fee Adjustment Amount” shall be deemed to be “Class A-1 Senior Notes Commitment Fee Adjustment Amount.”

“Commitment Percentage” means, on any date of determination, with respect to any Investor Group, the ratio, expressed as a percentage, which such Investor Group’s Maximum Investor Group Principal Amount bears to the Series 2006-1 Class A-1 Maximum Principal Amount on such date.

“Commitment Term” means the period from and including the Series 2006-1 Closing Date to but excluding the earlier of (a) the Commitment Termination Date and (b) the date on which the Commitments are terminated or reduced to zero in accordance with the Series 2006-1 Class A-1 Note Purchase Agreement.

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“Commitment Termination Date” means the Series 2006-1 Anticipated Repayment Date.

“Committed Note Purchaser” has the meaning set forth in the preamble to the Series 2006-1 Class A-1 Note Purchase Agreement.

“Committed Note Purchaser Percentage” means, on any date of determination, with respect to any Committed Note Purchaser in any Investor Group, the ratio, expressed as a percentage, which the Commitment Amount of such Committed Note Purchaser bears to such Investor Group’s Maximum Investor Group Principal Amount on such date.

“Competitor” means any Person other than Holdco, SISI, SRI and the Securitization Entities that is a direct or indirect franchisor, franchisee, owner or operator of a quick-service-restaurant concept; provided, however, that no Person shall be a Competitor solely by virtue of its direct or indirect ownership of less than 5% of the Equity Interests in a Competitor.

“Conduit Assignee” means, with respect to any Conduit Investor, any commercial paper conduit, whose commercial paper is rated at least “A-1” from Standard & Poor’s, and “P1” from Moody’s, that is administered by the Funding Agent with respect to such Conduit Investor or any Affiliate of such Funding Agent, in each case, designated by such Funding Agent to accept an assignment from such Conduit Investor of the Investor Group Principal Amount or a portion thereof with respect to such Conduit Investor pursuant to Section 9.17(b) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Conduit Investors” has the meaning set forth in the preamble to the Series 2006-1 Class A-1 Note Purchase Agreement.

“Confidential Information” for purposes of the Series 2006-1 Class A-1 Note Purchase Agreement, has the meaning set forth in Section 9.11 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“CP Advance” means an Advance that bears interest at a rate of interest determined by reference to the CP Rate during such time as it bears interest at such rate, as provided in the Series 2006-1 Class A-1 Note Purchase Agreement.

“CP Funding Rate” means, with respect to each Conduit Investor, for any day during any Interest Period, for any portion of the Advances funded or maintained through the issuance of Commercial Paper by such Conduit Investor, the per annum rate equivalent to the weighted average cost (as determined by the related Funding Agent, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper

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maturing on dates other than those on which corresponding funds are received by such Conduit Investor, other borrowings by such Conduit Investor and any other costs associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Investor or its related Funding Agent to fund or maintain such Advances for such Interest Period (and which may also be allocated in part to the funding of other assets of the Conduit Investor); provided, however, that if any component of any such rate is a discount rate, in calculating the “CP Funding Rate” for such Advances for such Interest Period, the related Funding Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“CP Rate” means, on any day during any Interest Period, an interest rate per annum equal to the sum of (i) the CP Funding Rate for such Interest Period plus (ii) 0.45%.

“CP Tranche” means that portion of the 2006-1 Class A-1 Outstanding Principal Amount funded or maintained with CP Advances.

“Daily Class A-1 Insurer Premiums Amount” for any day during any Interest Period, the sum of (a) the product of (i) the Used Premium Rate, multiplied by (ii) the daily average Series 2006-1 Class A-1 Outstanding Principal Amount during the immediately preceding Interest Period and (b) the product of (i) the Unused Premium Rate, multiplied by (ii) the daily average excess of the Series 2006-1 Class A-1 Maximum Principal Amount over the Series 2006-1 Class A-1 Outstanding Principal Amount during the immediately preceding Interest Period.

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

“Daily Insured Interest Amount” means, for any day during any Interest Period, the sum of the following amounts:

(a) with respect to any Eurodollar Advance outstanding on such day, the result of (i) the product of (x) the Eurodollar Rate in effect for such Interest Period and (y) the principal amount of such Advance outstanding as of the close of business on such day divided by (ii) 360; plus

(b) with respect to any Base Rate Advance that is not a Seasoned Base Rate Advance outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Advance outstanding as of the close of business on such day divided by (ii) 365 or 366, as applicable; plus

(c) with respect to any Seasoned Base Rate Advance outstanding on such day, the result of (i) the product of (x) the lesser of (A) the Base Rate in effect for such day and (B) the Eurodollar Rate that would be in effect for such Interest Period if such Advance were a Eurodollar Advance and (y) the principal amount of such Advance outstanding as of the close of business on such day divided by (ii) if the lesser of (A) and (B) above is (A), 365 or 366, as applicable, and if the lesser of (A) and (B) above is (B), 360; plus

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(d) with respect to any CP Advance outstanding on such day, the result of (i) the product of (x) the lesser of (A) the CP Rate in effect for such Interest Period and (B) the Eurodollar Rate that would be in effect for such Interest Period if such Advance were a Eurodollar Advance and (y) the principal amount of such Advance outstanding as of the close of business on such day divided by (ii) 360; plus

(e) with respect to any Swingline Loans or Unreimbursed L/C Drawings outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Class A-1 Swingline Loans and Unreimbursed L/C Drawings outstanding as of the close of business on such day divided by (ii) 365 or 366, as applicable (provided that for the purposes of this definition of “Daily Insured Interest Amount” and the definition of “Daily Uninsured Interest Amount,” as well as any use of either definition in any of the Related Documents, any Swingline Loan or Unreimbursed L/C Drawing that has been outstanding for more than 2 Business Days shall, for each day any such Swingline Loan or Unreimbursed L/C Drawing is outstanding after such 2 Business Day period, be deemed to be a “Seasoned Base Rate Advance” and shall be governed by clause (c) above and by clause (b) of the definition of “Daily Uninsured Interest Amount” and not this clause (e)); plus

(f) with respect to any Undrawn L/C Face Amounts outstanding on such day, the L/C Monthly Insured Fees and L/C Fronting Fees that accrue thereon for such day.

“Daily Post-ARD Contingent Uninsured Interest Amount” means, for any day during any Interest Period commencing on or after the Series 2006-1 Anticipated Repayment Date, the sum of (a) the result of (i) the product of (x) the Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Rate and (y) the Series 2006-1 Class A-1 Outstanding Principal Amount (excluding any Base Rate Advances 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 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Rate and (y) any Base Rate Advances included in the Series 2006-1 Class A-1 Outstanding Principal Amount as of the close of business on such day divided by (ii) 365 or 366, as applicable.

“Daily Uninsured Interest Amount” means, (a) for any CP Advance outstanding on any day during any Interest Period, the excess, if any, of (i) the result of (x) the product of (A) the CP Rate in effect for such Advance for such Interest Period and (B) the principal amount of such Advance outstanding as of the close of business on such day divided by (y) 360, over (ii) the portion of the Daily Insured Interest Amount for such day that is attributable to such Advance and (b) for any Seasoned Base Rate Advance outstanding on any day during any Interest Period, the excess if any, of (i) the result of the product of (A) the Base Rate in effect for such Advance for such day and (B) the principal amount of such Advance outstanding as of the close of business on such day, divided by (y) 365 or 366, as applicable, over (ii) the portion of the Daily Insured Interest Amount for such day that is attributable to such Advance.

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

“Defaulting Investor” means any Investor that has (a) failed to make a payment required to be made by it under the terms of the Series 2006-1 Class A-1 Note Purchase Agreement within one Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of the Series 2006-1 Class A-1 Note Purchase Agreement within one Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.

“Delaware Entities” has the meaning set forth in Section 7.01(d) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Deficiency Amount” has the meaning set forth in the Series 2006-1 Policy.

“Definitive Notes” has the meaning set forth in Section 4.2(c) of the Series 2006-1 Supplement.

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

“EDSF Rate” means, when used with respect to any Business Day, the rate derived from the Eurodollar Synthetic Forward Curve appearing on Bloomberg (or any successor service or, if such service or successor service is not available, a substitute rate, which will be the median of three quoted rates determined by the Trustee requesting at the expense of the Co-Issuers substitute rate quotes from three broker dealers of nationally recognized standing), adjusted for 30/360 day count convention expressed as a number of basis points per annum.

“Eligible Conduit Investor” means, at any time, any Conduit Investor whose Commercial Paper at such time is rated at least “A-1” from Standard & Poor’s and “P1” from Moody’s.

“Estimated Daily Class A-1 Insurer Premiums Amount” means (a) for any day during the first Interest Period, $1,550.30, (b) for any day during the second Interest Period, $1,550.30 and (c) for any day during any other Interest Period, the average of the Daily Class A-1 Insurer Premiums Amounts for each day during the most recent prior two consecutive Interest Periods.

“Estimated Daily Commitment Fee Amount” means (a) for any day during the first Interest Period, $1218.09, (b) for any day during the second Interest Period, $1218.09 and (c) for any day during any other Interest Period, the average of the Daily Commitment Fee Amounts for each day during the most recent prior two consecutive Interest Periods.

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“Estimated Daily Insured Interest Amount” means (a) for any day during the first Interest Period, $11.73, (b) for any day during the second Interest Period, $11.73 and (c) for any day during any other Interest Period, the average of the Daily Insured Interest Amounts for each day during the most recent prior two consecutive Interest Periods.

“Eurodollar Advance” means an Advance that bears interest at a rate of interest determined by reference to the Eurodollar Rate during such time as it bears interest at such rate, as provided in the Series 2006-1 Class A-1 Note Purchase Agreement.

“Eurodollar Base Rate” means, for any Eurodollar Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Eurodollar Business Days prior to the beginning of such Eurodollar Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (appearing on page 3750 of the Telerate Service or any successor to or substitute for such service selected by the Administrative Agent, which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Eurodollar Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar Base Rate” shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined by the Administrative Agent to be the average of the offered rates for deposits in Dollars in the amount of $1,000,000 for a period of time comparable to such Eurodollar Interest Period which are offered by three leading banks in the London interbank market at approximately 11:00 a.m. (London time) on the date that is two Eurodollar Business Days prior to the beginning of such Eurodollar Interest Period as selected by the Administrative Agent (unless the Administrative Agent is unable to obtain such rates from such banks in which case, it will be deemed that a Eurodollar Base Rate cannot be ascertained for purposes of Section 3.04 of the Series 2006-1 Class A-1 Note Purchase Agreement). In respect of any Eurodollar Interest Period that is less than one month in duration and if no Eurodollar Base Rate is otherwise determinable with respect thereto in accordance with the preceding sentence of this definition, the Eurodollar Base Rate shall be determined through the use of straight-line interpolation by reference to two rates calculated in accordance with the preceding sentence, one of which shall be determined as if the maturity of the Dollar deposits referred to therein were the period of time for which rates are available next shorter than the Eurodollar Interest Period and the other of which shall be determined as if such maturity were the period of time for which rates are available next longer than the Eurodollar Interest Period.

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“Eurodollar Base Rate (Reserve Adjusted)” means, for any Eurodollar Interest Period, an interest rate per annum (rounded upward to the nearest 1/100th of 1%) determined pursuant to the following formula:

Eurodollar Base Rate	=	Eurodollar Base Rate
(Reserve Adjusted)		1.00 – Eurodollar Reserve Percentage

The Eurodollar Base Rate (Reserve Adjusted) for any Eurodollar Interest Period will be determined by the Administrative Agent on the basis of the Eurodollar Reserve Percentage in effect two Eurodollar Business Days before the first day of such Eurodollar Interest Period.

“Eurodollar Business Day” means any Business Day on which dealings are also carried on in the London interbank market and banks are open for business in London.

“Eurodollar Interest Period” means, with respect to any Eurodollar Advance, (x) initially, the period commencing on and including the Eurodollar Business Day such Advance first becomes a Eurodollar Advance in accordance with Section 3.01 of the Series 2006-1 Class A-1 Note Purchase Agreement and ending on but excluding the second Business Day before the next Accounting Date and (y) each period commencing on the second Business Day before each Accounting Date while such Advance is outstanding as a Eurodollar Advance and ending on but excluding the second Business Day before the next succeeding Accounting Date; provided, however, that

(i) no Eurodollar Interest Period may end subsequent to the second Business Day before the Accounting Date occurring immediately prior to the earlier of (a) the Series 2006-1 Anticipated Repayment Date and (b) any Payment Date occurring prior to the Series 2006-1 Anticipated Repayment Date and on which the Series 2006-1 Final Payment is expected to be made; and

(ii) upon the occurrence and during the continuation of any Rapid Amortization Period or any Event of Default, any Eurodollar Interest Period with respect to the Eurodollar Advances of all Investor Groups may be terminated at the end of the then-current Eurodollar Interest Period (or, if the Class A-1 Notes have been accelerated in accordance with Section 9.2 of the Base Indenture, immediately), at the election of the Administrative Agent or Investor Groups holding in the aggregate more than 50% of the Eurodollar Tranche, by notice to the Co-Issuers, the Servicer, the Series 2006-1 Insurer and the Funding Agents, and upon such election the Eurodollar Advances in respect of which interest was calculated by reference to such terminated Eurodollar Interest Period shall be converted to Base Rate Advances.

“Eurodollar Rate” means, on any day during any Eurodollar Interest Period, an interest rate per annum equal to the sum of (i) the Eurodollar Base Rate (Reserve Adjusted) for such Eurodollar Interest Period plus (ii) 0.45%.

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“Eurodollar Reserve Percentage” means, for any Eurodollar Interest Period, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to liabilities or assets constituting “Eurocurrency Liabilities,” as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Eurodollar Interest Period.

“Eurodollar Tranche” means that portion of the Series 2006-1 Class A-1 Outstanding Principal Amount funded or maintained with Eurodollar Advances.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the overnight federal funds rates as published in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or if, for any reason, such rate is not available on any day, the rate determined, in the reasonable opinion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. (New York time).

“Five-Year Swap Rate” means, when used with respect to any Business Day, the mid-market five-year swap rate appearing on page 19901 of the Telerate Service (or any successor service or, if such service or successor service is not available, a substitute rate, which will be the median of three quoted rates determined by the Trustee who will request (at the expense of the Co-Issuers) substitute rate quotes from three broker dealers of nationally recognized standing) on such Business Day, adjusted for monthly compounding.

“F.R.S. Board” means the Board of Governors of the Federal Reserve System.

“Funding Agent” has the meaning set forth in the preamble to the Series 2006-1 Class A-1 Note Purchase Agreement.

“Increase” has the meaning set forth in Section 2.1(a) of the Series 2006-1 Supplement.

“Increased Capital Costs” has the meaning set forth in Section 3.07 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Increased Costs” has the meaning set forth in Section 3.05 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Increased Tax Costs” has the meaning set forth in Section 3.08 of the Series 2006-1 Class A-1 Note Purchase Agreement.

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“Initial Purchasers” means, collectively, Lehman Brothers Inc. and Banc of America Securities LLC.

“Insured Interest Adjustment Amount” means, for any Interest Period, the result (whether a positive or negative number) of (a) the aggregate of the Daily Insured Interest Amounts for each day in such Interest Period minus (b) the aggregate of the Estimated Daily Insured Interest Amounts for each day in such Interest Period. For purposes of the Base Indenture, the “Insured Interest Adjustment Amount” shall be deemed to be a “Class A-1 Senior Notes Insured Interest Adjustment Amount.”

“Investor” means any one of the Conduit Investors and the Committed Note Purchasers and “Investors” means the Conduit Investors and the Committed Note Purchasers collectively.

“Investor Group” means (i) for each Conduit Investor, collectively, such Conduit Investor, the related Committed Note Purchaser(s) set forth opposite the name of such Conduit Investor on Schedule I to the Series 2006-1 Class A-1 Note Purchase Agreement (or, if applicable, set forth for such Conduit Investor in the Assignment and Assumption Agreement or Investor Group Supplement pursuant to which such Conduit Investor or Committed Note Purchaser becomes a party thereto), any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2006-1 Class A-1 Noteholder for such Investor Group) and (ii) for each other Committed Note Purchaser that is not related to a Conduit Investor, collectively, such Committed Note Purchaser, any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2006-1 Class A-1 Noteholder for such Investor Group).

“Investor Group Increase Amount” means, with respect to any Investor Group, for any Business Day, such Investor Group’s Commitment Percentage of the Increase, if any, on such Business Day.

“Investor Group Principal Amount” means, with respect to any Investor Group, (a) when used with respect to the Series 2006-1 Closing Date, an amount equal to (i) such Investor Group’s Commitment Percentage of the Series 2006-1 Class A-1 Initial Advance Principal Amount plus (ii) such Investor Group’s Commitment Percentage of the Series 2006-1 Class A-1 Outstanding Subfacility Amount outstanding on the Series 2006-1 Closing Date, and (b) when used with respect to any other date, an amount equal to (i) the Investor Group Principal Amount with respect to such Investor Group on the immediately preceding Business Day (excluding any Series 2006-1 Class A-1 Outstanding Subfacility Amount included therein) plus (ii) the Investor Group Increase Amount with respect to such Investor Group on such date minus (iii) the amount of principal payments made to such Investor Group on the Series 2006-1 Class A-1 Advance Notes on such date plus (iv) such Investor Group’s Commitment Percentage of the Series 2006-1 Class A-1 Outstanding Subfacility Amount outstanding on such date.

“Investor Group Supplement” has the meaning set forth in Section 9.17(c) of the Series 2006-1 Class A-1 Note Purchase Agreement.

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“L/C Additional Charges” has the meaning set forth in Section 2.07(e) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“L/C Commitment” means the obligation of the L/C Provider to provide Letters of Credit pursuant to Section 2.07 of the Series 2006-1 Class A-1 Note Purchase Agreement, in an aggregate Undrawn L/C Face Amount, together with any Unreimbursed L/C Drawings, at any one time outstanding not to exceed $5,000,000 as such amount may be reduced or increased pursuant to Section 2.07(g) of the Series 2006-1 Class A-1 Note Purchase Agreement or reduced pursuant to Section 2.05(b) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“L/C Fronting Fees” has the meaning set forth in Section 2.07(e) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“L/C Issuing Bank” has the meaning set forth in Section 2.07(h) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“L/C Monthly Insured Fees” has the meaning set forth in Section 2.07(d) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“L/C Obligations” means, at any time, an amount equal to the sum of (i) any Undrawn L/C Face Amounts outstanding at such time and (ii) any Unreimbursed L/C Drawings outstanding at such time.

“L/C Other Reimbursement Costs” has the meaning set forth in Section 2.08(a)(ii) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“L/C Provider” means Bank of America, N.A., in its capacity as provider of any Letter of Credit under the Series 2006-1 Class A-1 Note Purchase Agreement, and its permitted successors and assigns in such capacity.

“L/C Reimbursement Amount” has the meaning set forth in Section 2.08(a) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Lender Party” means any Investor, the Swingline Lender or the L/C Provider and “Lender Parties” means the Investors, the Swingline Lender and the L/C Provider, collectively.

“Letter of Credit” has the meaning set forth in Section 2.07(a) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Mandatory Decrease” has the meaning set forth in Section 2.2(a) of the Series 2006-1 Supplement.

“Margin Stock” means “margin stock” as defined in Regulation U of the F.R.S. Board, as amended from time to time.

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“Maximum Investor Group Principal Amount” means, as to each Investor Group existing on the Series 2006-1 Closing Date, the amount set forth on Schedule I to the Series 2006-1 Class A-1 Note Purchase Agreement as such Investor Group’s Maximum Investor Group Principal Amount or, in the case of any other Investor Group, the amount set forth as such Investor Group’s Maximum Investor Group Principal Amount in the Assignment and Assumption Agreement or Investor Group Supplement by which the members of such Investor Group become parties to the Series 2006-1 Class A-1 Note Purchase Agreement, in each case, as such amount may be (i) reduced pursuant to Section 2.05 of the Series 2006-1 Class A-1 Note Purchase Agreement or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by the members of such Investor Group in accordance with the terms of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Offering Memorandum” has the meaning set forth in the Series 2006-1 Class A-2 Note Purchase Agreement.

“Official Body” has the meaning set forth in the definition of “Change in Law.”

“Other Class A-1 Transaction Expenses” means all amounts payable pursuant to Section 9.05 of the Series 2006-1 Class A-1 Note Purchase Agreement other than Class A-1 Amendment Expenses.

“Outstanding Series 2006-1 Class A-1 Notes” means with respect to the Series 2006-1 Class A-1 Notes, all Series 2006-1 Class A-1 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2006-1 Class A-1 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2006-1 Class A-1 Notes that have not been presented for payment but funds for the payment in full of which are on deposit in the Series 2006-1 Class A-1 Distribution Account and are available for payment of such Series 2006-1 Class A-1 Notes and the Commitments with respect to which have terminated and (c) Series 2006-1 Class A-1 Notes in exchange for or in lieu of other Series 2006-1 Class A-1 Notes that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2006-1 Class A-1 Notes are held by a purchaser for value.

“Outstanding Series 2006-1 Class A-2 Notes” means with respect to the Series 2006-1 Class A-2 Notes, all Series 2006-1 Class A-2 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2006-1 Class A-2 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2006-1 Class A-2 Notes that have not been presented for payment but funds for the payment in full of which are on deposit in the Series 2006-1 Class A-2 Distribution Account and are available for payment of such Series 2006-1 Class A-2 Notes and (c) Series 2006-1 Class A-2 Notes in exchange for or in lieu of other Series 2006-1 Class A-2 Notes that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2006-1 Class A-2 Notes are held by a purchaser for value.

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“Outstanding Series 2006-1 Notes” means, collectively, all Outstanding Series 2006-1 Class A-1 Notes and all Outstanding Series 2006-1 Class A-2 Notes.

“Parent Companies” means, collectively, Holdco, SISI and SRI.

“Plan” means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Part 4 of Title I of ERISA; (ii) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Law; or (iii) an entity whose underlying assets are considered to include “plan assets” of any such employee benefit plans, plans, accounts or arrangements described in clause (i) or (ii) under 29 C.F.R. Section 2510.3-101 as promulgated under ERISA and as modified by Section 3(42) of ERISA, added by the Pension Protection Act of 2006, and any Similar Law.

“Preference Amount” has the meaning set forth in the Series 2006-1 Policy.

“Prepayment Notice” has the meaning set forth in Section 3.6(g) of the Series 2006-1 Supplement.

“Prepayment Record Date” means, with respect to the date of any Series 2006-1 Prepayment, the Record Date immediately preceding the date of the associated Series 2006-1 Prepayment unless such immediately preceding Record Date is less than 10 Business Days prior to the date of the associated Series 2006-1 Prepayment, in which case the “Prepayment Record Date” will be the second Record Date immediately preceding the date of the associated Series 2006-1 Prepayment.

“Pricing Disclosure Package” has the meaning set forth in the Series 2006-1 Class A-2 Note Purchase Agreement.

“Prime Rate” means the rate announced by Citibank, N.A. or any successor thereto from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by such Person in connection with extensions of credit to debtors.

“Program Support Agreement” means, with respect to any Investor, any agreement entered into by any Program Support Provider in respect of any Commercial Paper and/or Series 2006-1 Class A-1 Note of such Investor providing for the issuance of one or more letters of credit for the account of such Investor, the issuance of one or more insurance policies for which such Investor is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by such Investor to any Program Support Provider of the Series 2006-1 Class A-1 Notes (or portions thereof or interests therein) and/or the making of loans and/or other extensions of credit to such Investor in connection with such Investor’s securitization program, together with any letter of credit, insurance policy or other instrument issued thereunder or guaranty thereof (but excluding any discretionary advance facility provided by a Committed Note Purchaser).

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“Program Support Provider” means, with respect to any Investor, any financial institutions and any other or additional Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, such Investor in respect of such Investor’s Commercial Paper and/or Series 2006-1 Class A-1 Note, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations arising under or in connection with such Investor’s securitization program as it relates to any Commercial Paper issued by such Investor, in each case pursuant to a Program Support Agreement, and any guarantor of any such Person.

“Purchase Agreement Material Adverse Effect” has the meaning set forth in the Series 2006-1 Class A-2 Note Purchase Agreement.

“QIB/QP” means a Person who is both a QIB and a QP.

“Qualified Institutional Buyer” or “QIB” means a Person who is a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Purchaser” or “QP” means a Person who is a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and Rule 2a51-1 promulgated thereunder.

“Rating Agencies” means, with respect to each Class of Series 2006-1 Notes, S&P, Moody’s and any other nationally recognized rating agency then rating such Class of Series 2006-1 Notes at the request of the Co-Issuers.

“Rating Agency Condition” means, with respect to the Series 2006-1 Notes and any action, including the issuance of an additional Series of Notes, that each Rating Agency with respect to each Class of Series 2006-1 Notes shall have notified the Co-Issuers, the Control Party and the Trustee in writing that (a) at the time such notice is given such Rating Agency’s then-current non-public rating assigned to each Class of Insured Senior Notes is at least, if such Rating Agency is S&P, BBB- or, if such Rating Agency is Moody’s, Baa3 and (b) such action will not result in any of the following: (i) a reduction, withdrawal or negative qualification of such Rating Agency’s then-current credit rating assigned to such Class, or (ii) in the case of any Class of Insured Senior Notes, (1) a reduction, withdrawal or negative qualification of such Rating Agency’s then-current non-public rating assigned to such Class or (2) a reduction of such Rating Agency’s non-public rating assigned to such Class to a non-public rating below that assigned to such Class by such Rating Agency upon issuance of the Notes of such Class.

“Refunded Swingline Loans” has the meaning set forth in Section 2.06(d) of the Series 2006-1 Class A-1 Note Purchase Agreement.

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“Refunding Date” has the meaning set forth in Section 2.06(e) of the Series 2006-1 Class A-1 Note Purchase Agreement.

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

“Regulation S Global Notes” has the meaning set forth in Section 4.2(b) of the Series 2006-1 Supplement.

“Reimbursement Obligation” means the obligation of the Co-Issuers to reimburse the L/C Provider pursuant to Section 2.08 of the Series 2006-1 Class A-1 Note Purchase Agreement for amounts drawn under Letters of Credit.

“Restricted Global Notes” has the meaning set forth in Section 4.2(a) of the Series 2006-1 Supplement.

“Restricted Period” means, with respect to any Series 2006-1 Class A-2 Notes issued on the Series 2006-1 Closing Date and sold pursuant to Regulation S, the period commencing on such Series 2006-1 Closing Date and ending on the 40th day after the Series 2006-1 Closing Date.

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

“Seasoned Base Rate Advance” means any Base Rate Advance that has been outstanding for more than 2 Business Days.

“Series 2006-1 Anticipated Repayment Date” has the meaning set forth in Section 3.6(b) of the Series 2006-1 Supplement.

“Series 2006-1 Available Interest Reserve Account Amount” means, when used with respect to any date, the amount on deposit in the Senior Notes Interest Reserve Account pursuant to Section 3.2(g) of the Series 2006-1 Supplement after giving effect to any withdrawals therefrom with respect to the Series 2006-1 Notes pursuant to Section 5.11 of the Base Indenture.

“Series 2006-1 Cash Trapping Amount” means, for each Interim Allocation Date while a Series 2006-1 Cash Trapping Period is in effect, an amount equal to the product of (a) fifty percent (50%), multiplied by (b) all available amounts on deposit in the Collection Account after allocating, depositing and paying, as applicable, on such Interim Allocation Date the amounts required to be allocated, deposited or paid in accordance with clauses (i) through (xii)of the Priority of Payments. For purposes of the Indenture, the “Series 2006-1 Cash Trapping Amount” shall be deemed to be a “Cash Trapping Amount.”

“Series 2006-1 Cash Trapping Period” means, at any time, each period (a) beginning on the first Payment Date for which the DSCR determined with respect to such Payment Date is less than the Series 2006-1 Cash Trapping DSCR Threshold applicable to such Payment Date and (b) ending on the first Payment Date thereafter for which the

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DSCR determined with respect to such Payment Date and each of the two immediately preceding Payment Dates is equal to or greater than the Series 2006-1 Cash Trapping DSCR Threshold applicable to each such Payment Date (such Payment Date, a “Series 2006-1 Cash Trapping Release Date”). For purposes of the Indenture, each Series 2006-1 Cash Trapping Period shall be deemed to be a “Cash Trapping Period.”

“Series 2006-1 Cash Trapping Release Amount” means the amount then on deposit in the Cash Trap Reserve Account with respect to the Series 2006-1 Notes. For purposes of the Indenture, each Series 2006-1 Cash Trapping Release Amount shall be deemed to be a “Cash Trapping Release Amount.”

“Series 2006-1 Cash Trapping Release Date” has the meaning set forth in the definition of “Series 2006-1 Cash Trapping Period.”

“Series 2006-1 Cash Trapping DSCR Threshold” means, with respect to any annual period set forth below, the Debt Service Coverage Ratio for such annual period set forth in the following table:

Annual Period	DSCR
February 20, 2007 to January 19, 2008	1.75
January 20, 2008 to January 19, 2009	1.50
January 20, 2009 to January 19, 2010	1.25
January 20, 2010 to January 19, 2011	1.15
January 20, 2011 to January 19, 2012	1.05
January 20, 2012 to December 19, 2012	1.05

“Series 2006-1 Class A-1 Administrative Agent” has the meaning set forth under “Administrative Agent” in this Annex A.

“Series 2006-1 Class A-1 Administrative Expenses” means, for any Interim Allocation Date, the aggregate amount of any Administrative Agent Fees, Class A-1 Amendment Expenses and L/C Additional Charges then due and payable and not previously paid. For purposes of the Indenture, the “Series 2006-1 Class A-1 Administrative Expenses” shall be deemed to be “Class A-1 Senior Notes Administrative Expenses.”

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“Series 2006-1 Class A-1 Advance” has the meaning set forth under “Advance” in this Annex A.

“Series 2006-1 Class A-1 Advance Notes” has the meaning set forth in “Designation” in the Series 2006-1 Supplement.

“Series 2006-1 Class A-1 Advance Request” has the meaning set forth under “Advance Request” in this Annex A.

“Series 2006-1 Class A-1 Allocated Payment Reduction Amount” has the meaning set forth in Section 2.05(b)(iv) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Series 2006-1 Class A-1 Breakage Amount” has the meaning set forth under “Breakage Amount” in this Annex A.

“Series 2006-1 Class A-1 Commitments” has the meaning set forth under “Commitments” in this Annex A.

“Series 2006-1 Class A-1 Commitment Term” has the meaning set forth under “Commitment Term” in this Annex A.

“Series 2006-1 Class A-1 Distribution Account” has the meaning set forth in Section 3.7(a) of the Series 2006-1 Supplement.

“Series 2006-1 Class A-1 Distribution Account Collateral” has the meaning set forth in Section 3.7(d) of the Series 2006-1 Supplement.

“Series 2006-1 Class A-1 Excess Principal Event” shall be deemed to have occurred if, on any date, the Series 2006-1 Class A-1 Outstanding Principal Amount exceeds the Series 2006-1 Class A-1 Maximum Principal Amount. For the avoidance of doubt, the Series 2006-1 Policy does not cover any principal in excess of the Series 2006-1 Class A-1 Maximum Principal Amount or any interest on any such excess principal.

“Series 2006-1 Class A-1 Initial Advance” has the meaning set forth in Section 2.1(a) of the Series 2006-1 Supplement.

“Series 2006-1 Class A-1 Initial Advance Principal Amount” means the aggregate initial outstanding principal amount of the Series 2006-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2006-1 Class A-1 Initial Advances made on the Series 2006-1 Closing Date pursuant to Section 2.1(a) of the Series 2006-1 Supplement, which is $0.

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“Series 2006-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount” means the aggregate initial outstanding principal amount of the Series 2006-1 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 Series 2006-1 Closing Date pursuant to Section 2.07 of the Series 2006-1 Class A-1 Note Purchase Agreement, which is $325,000.

“Series 2006-1 Class A-1 Initial Swingline Principal Amount” means the aggregate initial outstanding principal amount of the Series 2006-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Swingline Loans made on the Series 2006-1 Closing Date pursuant to Section 2.06 of the Series 2006-1 Class A-1 Note Purchase Agreement, which is $0.

“Series 2006-1 Class A-1 Insured L/C Fees” means the L/C Monthly Insured Fees and the L/C Fronting Fees. For purposes of the Indenture, the “Series 2006-1 Class A-1 Insured L/C Fees” shall be deemed to be “Senior Notes Monthly Insured Interest.”

“Series 2006-1 Class A-1 Investor” has the meaning set forth under “Investor” in this Annex A.

“Series 2006-1 Class A-1 Investor Group Supplement” has the meaning set forth under “Investor Group Supplement” in this Annex A.

“Series 2006-1 Class A-1 L/C Notes” has the meaning set forth in “Designation” in the Series 2006-1 Supplement.

“Series 2006-1 Class A-1 L/C Obligations” has the meaning set forth under “L/C Obligations” in this Annex A.

“Series 2006-1 Class A-1 Maximum Principal Amount” means $200,000,000, as such amount may be reduced pursuant to Section 2.05 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Series 2006-1 Class A-1 Monthly Commitment Fees” means, as of any date of determination for any Interest Period, an amount equal to the sum of (a) the aggregate of the Estimated Daily Commitment Fee Amounts for each day in such Interest Period, (b) if such date of determination occurs on or after the last day of such Interest Period, the Commitment Fee Adjustment Amount with respect to such Interest Period, and (c) the amount of any Class A-1 Notes Commitment Fees Shortfall Amount with respect to the Series 2006-1 Class A-1 Notes (as determined pursuant to Section 5.11(d) of the Base Indenture), for the immediately preceding Interest Period together with Additional Class A-1 Notes Commitment Fee Shortfall Interest (as determined pursuant to Section 5.11(d) of the Base Indenture) on such Class A-1 Notes Commitment Fees Shortfall Amount. For purposes of the Indenture, the “Series 2006-1 Class A-1 Monthly Commitment Fees” shall be deemed to be “Class A-1 Senior Notes Monthly Commitment Fees.”

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“Series 2006-1 Class A-1 Monthly Insured Interest” means, as of any date of determination for any Interest Period, an amount equal to the sum of (a) the aggregate of the Estimated Daily Insured Interest Amounts for each day in such Interest Period, (b) if such date of determination occurs on or after the last day of such Interest Period, the Insured Interest Adjustment Amount with respect to such Interest Period, and (c) the amount of any Senior Notes Insured Interest Shortfall Amount with respect to the Series 2006-1 Class A-1 Notes (as determined pursuant to Section 5.11(b) of the Base Indenture), for the immediately preceding Interest Period (together with Additional Senior Notes Insured Interest Shortfall Interest (as determined pursuant to Section 5.11(b) of the Base Indenture) on such Senior Notes Insured Interest Shortfall Amount; provided, however, that Additional Senior Notes Insured Interest Shortfall Interest will not be insured by the Series 2006-1 Insurer under the Series 2006-1 Policy or otherwise or by any other Person. For purposes of the Indenture, the “Series 2006-1 Class A-1 Monthly Insured Interest” shall be deemed to be “Senior Notes Monthly Insured Interest.”

“Series 2006-1 Class A-1 Monthly Insurer Premiums” means, as of any date of determination for any Interest Period, an amount equal to the sum of (a) the aggregate of the Estimated Daily Class A-1 Insurer Premiums Amount for each day in such Interest Period and (b) if such date of determination occurs on or after the last day of such Interest Period, the Class A-1 Insurer Premiums Adjustment Amount with respect to such Interest Period.

“Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest” means, for any Interest Period commencing on or after the Series 2006-1 Anticipated Repayment Date, an amount equal to the sum of the aggregate of the Daily Post-ARD Contingent Uninsured Interest Amounts, as calculated by the Servicer on behalf of the Co-Issuers, for each day in such Interest Period. For purposes of the Indenture, the “Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest” shall be deemed to be “Senior Notes Monthly Post-ARD Contingent Uninsured Interest.”

“Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Rate” has the meaning set forth in Section 3.4(c) of the Series 2006-1 Supplement.

“Series 2006-1 Class A-1 Monthly Uninsured Interest” means, for any Interest Period, an amount equal to the sum of (a) the aggregate of the Daily Uninsured Interest Amounts, if any, for the immediately preceding Interest Period and (b) all previously unpaid amounts described in clause (a) with respect to prior Interest Periods. For purposes of the Indenture, the “Series 2006-1 Class A-1 Monthly Uninsured Interest” shall be deemed to be “Class A-1 Senior Notes Monthly Uninsured Interest.”

“Series 2006-1 Class A-1 Noteholder” means the Person in whose name a Series 2006-1 Class A-1 Note is registered in the Note Register.

“Series 2006-1 Class A-1 Note Purchase Agreement” means the Class A-1 Note Purchase Agreement, dated as of December 20, 2006, by and among the Co-Issuers, the Servicer, the Series 2006-1 Class A-1 Investors, the Series 2006-1 Class A-1

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Noteholders and Lehman Brothers Commercial Paper Inc., as administrative agent thereunder, pursuant to which the Series 2006-1 Class A-1 Noteholders have agreed to purchase the Series 2006-1 Class A-1 Notes from the Co-Issuers, subject to the terms and conditions set forth therein, as amended, supplemented or otherwise modified from time to time. For purposes of the Indenture, the “Series 2006-1 Class A-1 Note Purchase Agreement” shall be deemed to be a “Variable Funding Note Purchase Agreement.”

“Series 2006-1 Class A-1 Note Rate” means, for any day, (a) with respect to that portion of the Series 2006-1 Class A-1 Outstanding Principal Amount resulting from Advances that bear interest on such day at the CP Rate in accordance with Section 3.01 of the Series 2006-1 Class A-1 Note Purchase Agreement, the CP Rate in effect for such day; (b) with respect to that portion of the Series 2006-1 Class A-1 Outstanding Principal Amount resulting from Advances that bear interest on such day at the Eurodollar Rate in accordance with Section 3.01 of the Series 2006-1 Class A-1 Note Purchase Agreement, the Eurodollar Rate in effect for the Eurodollar Interest Period that includes such day; (c) with respect to that portion of the Series 2006-1 Class A-1 Outstanding Principal Amount resulting from Advances that bear interest on such day at the Base Rate in accordance with Section 3.01 of the Series 2006-1 Class A-1 Note Purchase Agreement, the Base Rate in effect for such day; (d) with respect to that portion of the Series 2006-1 Class A-1 Outstanding Principal Amount consisting of Swingline Loans or Unreimbursed L/C Drawings outstanding on such day, the Base Rate in effect for such day; and (e) with respect to any other amounts that any Related Document provides is to bear interest by reference to the Series 2006-1 Class A-1 Note Rate, the Base Rate in effect for such day; in each case, computed on the basis of a year of 360 (or, in the case of the Base Rate, 365 or 366, as applicable) days and the actual number of days elapsed; provided, however, that the Series 2006-1 Class A-1 Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“Series 2006-1 Class A-1 Notes” has the meaning set forth in “Designation” in the Series 2006-1 Supplement.

“Series 2006-1 Class A-1 Other Amounts” means, for any Interim Allocation Date, the aggregate amount of any Breakage Amount, Class A-1 Indemnities, Increased Capital Costs, Increased Costs, Increased Tax Costs, L/C Other Reimbursement Costs and Other Class A-1 Transaction Expenses then due and payable and not previously paid. For purposes of the Indenture, the “Series 2006-1 Class A-1 Other Amounts” shall be deemed to be “Class A-1 Senior Notes Other Amounts.”

“Series 2006-1 Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2006-1 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 2006-1 Class A-1 Advance Notes on or prior to such date plus (c) any Increases in the Series 2006-1 Class A-1 Outstanding Principal Amount pursuant to Section 2.1 of the Series 2006-1 Supplement resulting from Series 2006-1 Class A-1 Advances made on or prior to such date and after the Series 2006-1 Closing Date plus (d) any Series 2006-1

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Class A-1 Outstanding Subfacility Amount on such date; provided that at no time may the Series 2006-1 Class A-1 Outstanding Principal Amount exceed the Series 2006-1 Class A-1 Maximum Principal Amount. For purposes of the Indenture, the “Series 2006-1 Class A-1 Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount.”

“Series 2006-1 Class A-1 Outstanding Subfacility Amount” means, when used with respect to any date, the aggregate principal amount of any Series 2006-1 Class A-1 Swingline Notes and Series 2006-1 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 2006-1 Class A-1 Note Purchase Agreement or the Series 2006-1 Supplement).

“Series 2006-1 Class A-1 Subfacility Noteholder” means the Person in whose name a Series 2006-1 Class A-1 Swingline Note or Series 2006-1 Class A-1 L/C Note is registered in the Note Register. For purposes of the Indenture, the “Series 2006-1 Class A-1 Subfacility Noteholders” shall be deemed to be “Class A-1 Subfacility Noteholders.”

“Series 2006-1 Class A-1 Swingline Loan” has the meaning set forth under “Swingline Loan” in this Annex A.

“Series 2006-1 Class A-1 Swingline Notes” has the meaning set forth in “Designation” of the Series 2006-1 Supplement.

“Series 2006-1 Class A-1 Unreimbursed L/C Drawings” has the meaning set forth under “Unreimbursed L/C Drawings” in this Annex A.

“Series 2006-1 Class A-2 Distribution Account” has the meaning set forth in Section 3.8(a) of the Series 2006-1 Supplement.

“Series 2006-1 Class A-2 Distribution Account Collateral” has the meaning set forth in Section 3.8(d) of the Series 2006-1 Supplement.

“Series 2006-1 Class A-2 Expected Weighted Average Life” means, with respect to any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (1) the Series 2006-1 Class A-2 Scheduled Principal Payments Amount for each then-remaining Payment Date (based on the Series 2006-1 Class A-2 Target Bond Balance Amounts as of such date and including, without duplication, the amount that is expected to be repaid on the Series 2006-1 Anticipated Repayment Date), by (2) the number of years that will elapse between such date and the dates of such expected payments, by (b) the Series 2006-1 Outstanding Principal Amount as of such date (prior to giving effect to any payments of principal or interest on such date), as calculated by the Servicer on behalf of the Co-Issuers.

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“Series 2006-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2006-1 Class A-2 Notes, which is $600,000,000.

“Series 2006-1 Class A-2 Make-Whole Prepayment Premium” means, with respect to any Series 2006-1 Prepayment Amount in respect of any Series 2006-1 Class A-2 Notes on which any prepayment premium is due, an amount equal to (a) the positive difference, if any, of (i) the discounted present value (calculated as described below) as of the related Series 2006­1 Class A-2 Make-Whole Premium Calculation Date of the Outstanding Principal Amount of the Series 2006-1 Class A-2 Notes as if such Outstanding Principal Amount were paid in accordance with the Series 2006-1 Class A-2 Target Bond Balance Amounts Schedule set forth on Schedule A to the Series 2006-1 Supplement, adjusted so that the Series 2006-1 Class A-2 Target Bond Balance Amount corresponding to the Payment Date that occurs three months prior to the Series 2006­1 Anticipated Repayment Date is assumed to be fully repaid on such date, and the amount of interest that would have been payable on such Outstanding Principal Amount after such Series 2006­1 Class A-2 Make-Whole Premium Calculation Date to and including the Payment Date occurring three months prior to the Series 2006­1 Anticipated Repayment Date, determined at a discount rate equal to the Swap Rate with a tenor that is equal to the remaining Series 2006­1 Class A-2 Expected Weighted Average Life as of such Series 2006­1 Class A-2 Make-Whole Premium Calculation Date (or, if such tenor is less than two years, the EDSF Rate), such discount rate to be converted to a monthly equivalent rate, minus (ii) the Outstanding Principal Amount of the Series 2006-1 Class A-2 Notes, multiplied by (b) a fraction (i) the numerator of which equals the applicable Series 2006-1 Prepayment Amount (less accrued and unpaid interest included therein) and (ii) the denominator of which equals the Outstanding Principal Amount of the Series 2006-1 Class A-2 Notes as of such Series 2006-1 Class A-2 Make-Whole Premium Calculation Date. Such reference to the Swap Rate (or EDSF Rate, as applicable) will be determined, if necessary, by interpolating linearly between yields reported for various maturities if no maturity corresponds to the applicable remaining Series 2006-1 Class A-2 Expected Weighted Average Life, as calculated by the Servicer on behalf of the Co-Issuers.

“Series 2006-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 3.6(e) of the Series 2006-1 Supplement.

“Series 2006-1 Class A-2 Monthly Insured Interest” means, with respect to any Interest Period, an amount equal to the sum of (i) the accrued interest at the Series 2006-1 Class A-2 Note Rate on the Series 2006-1 Class A-2 Outstanding Principal Amount (on the first day of such Interest Period after giving effect to all payments of principal made to holders of such Class of Notes on such day) during such Interest Period, calculated based on a 360-day year of twelve 30-day months, and (ii) the amount of any Senior Notes Insured Interest Shortfall Amount with respect to the Series 2006-1 Class A-2 Notes (as determined pursuant to Section 5.11(b) of the Base Indenture), for the immediately preceding Interest Period (together with Additional Class A Senior Notes Insured Interest Shortfall Interest (as determined pursuant to Section 5.11(b) of the

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Base Indenture) on such Senior Notes Insured Interest Shortfall Amount. For purposes of the Indenture, “Series 2006-1 Class A-2 Monthly Insured Interest” shall be deemed to be “Senior Notes Monthly Insured Interest.”

“Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest” has the meaning set forth in Section 3.5(b)(i) of the Series 2006-1 Supplement. For purposes of the Indenture, the “Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest” shall be deemed to be “Senior Notes Monthly Post-ARD Contingent Uninsured Interest.”

“Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest Rate” has the meaning set forth in Section 3.5(b)(i) of the Series 2006-1 Supplement.

“Series 2006-1 Class A-2 Noteholder” means the Person in whose name a Series 2006-1 Class A-2 Note is registered in the Note Register.

“Series 2006-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of December 12, 2006, by and among, the Initial Purchasers, Holdco, the Servicer and the Co-Issuers, as amended, supplemented or otherwise modified from time to time.

“Series 2006-1 Class A-2 Note Rate” means 5.096% per annum.

“Series 2006-1 Class A-2 Notes” has the meaning specified in “Designation” of the Series 2006-1 Supplement.

“Series 2006-1 Class A-2 Original Spread” means 25 basis points.

“Series 2006-1 Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2006-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether pursuant as a Series 2006-1 Class A-2 Scheduled Principal Payment, a prepayment, a redemption or otherwise) made to Series 2006-1 Class A-2 Noteholders with respect to Series 2006-1 Class A-2 Notes on or prior to such date. For purposes of the Indenture, the “Series 2006-1 Class A-2 Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount.”

“Series 2006-1 Class A-2 Scheduled Principal Payment” means any payment of principal made pursuant to Section 3.2(j) of the Series 2006-1 Supplement. For purposes of the Indenture, the “Series 2006-1 Class A-2 Scheduled Principal Payments” shall be deemed to be “Scheduled Principal Payments.”

“Series 2006-1 Class A-2 Scheduled Principal Payments Amount” means, for any Payment Date, the amount, if any, by which (a) the Series 2006-1 Class A-2 Outstanding Principal Amount as of the immediately preceding Payment Date (after giving effect to any payments of principal of the Series 2006-1 Class A-2 Notes thereon

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and any prepayments of principal of the Series 2006-1 Class A-2 Notes following such immediately preceding Payment Date, if any), exceeds (b) the Series 2006-1 Class A-2 Target Bond Balance Amount for such Payment Date. For purposes of the Indenture, the “Series 2006-1 Class A-2 Scheduled Principal Payments Amounts” shall be deemed to be “Senior Notes Scheduled Principal Payments.”

“Series 2006-1 Class A-2 Target Bond Balance Amount” means for any Payment Date, the amount set forth as the Series 2006-1 Class A-2 Target Bond Balance Amount for such Payment Date on Schedule A to the Series 2006-1 Supplement, minus the aggregate amount of any prepayments of principal (excluding any accrued interest and Series 2006-1 Class A-2 Make-Whole Prepayment Premium included therein) of the Series 2006-1 Class A-2 Notes pursuant to Section 3.6(d)(ii) of the Series 2006-1 Supplement that occur on or prior to such Payment Date.

“Series 2006-1 Closing Date” means December 20, 2006.

“Series 2006-1 Debt Service Amount” means, with respect to any Payment Date or with respect to any Interest Period relating to such Payment Date, the sum of (a) the aggregate amount, without duplication, of Series 2006-1 Class A-1 Monthly Insured Interest and the Series 2006-1 Class A-2 Monthly Insured Interest for such Interest Period, plus (b) the aggregate amount of Series 2006-1 Insurer Premiums due to the Series 2006-1 Insurer with respect to the Series 2006-1 Notes on such Payment Date, plus (c) the difference between the Series 2006-1 Class A-2 Target Bond Balance Amount for the Payment Date preceding such Payment Date and the Series 2006-1 Class A-2 Target Bond Balance Amount for such Payment Date.

“Series 2006-1 Default Rate” means, (i) with respect to the Series 2006-1 Class A-1 Notes, the Series 2006-1 Class A-1 Note Rate and (ii) with respect to the Series 2006-1 Class A-2 Notes, the Series 2006-1 Class A-2 Note Rate. For purposes of the Indenture, the “Series 2006-1 Default Rate” shall be deemed to be the “Default Rate.”

“Series 2006-1 Distribution Accounts” means, collectively, the Series 2006-1 Class A-1 Distribution Account and the Series 2006-1 Class A-2 Distribution Account.

“Series 2006-1 Final Payment” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2006-1 Notes, the payment of all accrued and unpaid Series 2006-1 Insurer Premiums, Series 2006-1 Insurer Reimbursement Amounts, Series 2006-1 Insurer Expenses and all other amounts due to the Series 2006-1 Insurer with respect to the Series 2006-1 Notes, the expiration or cash collateralization in accordance with the terms of the Series 2006-1 Class A-1 Note Purchase Agreement of all Undrawn L/C Face Amounts, the payment of all fees and expenses and other amounts then due and payable under the Series 2006-1 Class A-1 Note Purchase Agreement and the termination in full of all Series 2006-1 Class A-1 Commitments.

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“Series 2006-1 Final Payment Date” means the date on which the Series 2006-1 Final Payment is made.

“Series 2006-1 Global Notes” means, collectively, the Regulation S Global Notes and the Restricted Global Notes.

“Series 2006-1 Insurance Agreement” means the Insurance and Indemnity Agreement, dated as of December 20, 2006, by and among Ambac, Holdco, the Servicer, SRI, the Co-Issuers and the Trustee, pursuant to which the Series 2006-1 Policy shall be issued, as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof.

“Series 2006-1 Insured Amounts” means “Insured Amounts” as such term is defined in the Series 2006-1 Policy.

“Series 2006-1 Insured Obligations” means “Insured Obligations” as such term is defined in the Series 2006-1 Policy. For purposes of the Indenture, “Series 2006-1 Insured Obligations” shall be deemed to be “Insured Obligations.”

“Series 2006-1 Insurer” means Ambac and its successors and assigns.

“Series 2006-1 Insurer Default” means (i) an Event of Bankruptcy with respect to the Series 2006-1 Insurer shall have occurred and be continuing or (ii) the Series 2006-1 Insurer shall have failed to pay any Series 2006-1 Insured Amount under the Series 2006-1 Policy when due. For purposes of the Indenture, a “Series 2006-1 Insurer Default” shall be deemed to be an “Insurer Default.”

“Series 2006-1 Insurer Expenses” means Insurer Expenses owing to the Series 2006-1 Insurer pursuant to the terms of the Series 2006-1 Insurance Agreement. For purposes of the Indenture, the “Series 2006-1 Insurer Expenses” shall be deemed to be “Insurer Expenses.”

“Series 2006-1 Insurer Fee Letter” means the Insurer Fee Letter, dated as of December 20, 2006, by the Series 2006-1 Insurer and accepted and agreed to by the Securitization Entities.

“Series 2006-1 Insurer Obligations” means “Insurer Obligations” as such term is defined in the Series 2006-1 Insurance Agreement. For purposes of the Indenture, “Series 2006-1 Insurer Obligations” shall be deemed to be “Insurer Obligations.”

“Series 2006-1 Insurer Premiums” means “Insurer Premium” as such term is defined in the Series 2006-1 Insurance Agreement. For purposes of the Indenture, the “Series 2006-1 Insurer Premiums” shall be deemed to be “Insurer Premiums”; provided, however, that for purposes of determining each “Accrued Insurer Premiums Amount” under the Base Indenture, the “Series 2006-1 Class A-1 Monthly Insurer Premiums” shall be deemed to be “Insurer Premiums” with respect to the Series 2006-1 Class A-1 Notes in lieu of the amount of Used Premium and Unused Premium included with respect thereto in the term “Insurer Premium” as such term is defined in the Series 2006-1 Insurance Agreement.

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“Series 2006-1 Insurer Reimbursement Amounts” means Insurer Reimbursement Amounts owing to the Series 2006-1 Insurer pursuant to the terms of the Insurance Agreement. For purposes of the Indenture, the “Series 2006-1 Insurer Reimbursement Amounts” shall be deemed to be “Insurer Reimbursement Amounts.”

“Series 2006-1 Interest Reserve Account Deficiency” means, when used with respect to any date, that on such date the Series 2006-1 Interest Reserve Amount exceeds the Series 2006-1 Available Interest Reserve Account Amount.

“Series 2006-1 Interest Reserve Account Deficit Amount” means, on any Interim Allocation Date with respect to a Monthly Collection Period, the amount, if any, by which (a) the Series 2006-1 Interest Reserve Amount exceeds (b) the Series 2006-1 Available Interest Reserve Account Amount on such date; provided, however, with respect to any Interim Allocation Date with respect to the Monthly Collection Period immediately preceding the Series 2006-1 Final Payment Date or the Series 2006-1 Legal Final Maturity Date, the Series 2006-1 Interest Reserve Account Deficit Amount shall be zero.

“Series 2006-1 Interest Reserve Amount” means (a) for any Interim Allocation Date with respect to a Monthly Collection Period that occurs during a Series 2006-1 Interest Reserve Step-Down Period, the amount equal to the quotient of (i) the sum of (A) the product of (I) the sum of (1) the Series 2006-1 Class A-2 Outstanding Principal Amount as of the immediately preceding Payment Date (after giving effect to any principal payments on such date), plus (2) the Series 2006-1 Class A-1 Maximum Principal Amount as of the immediately preceding Payment Date (after giving effect to any commitment reductions on such date), multiplied by (II) the Series 2006-1 Class A-2 Note Rate, plus (B) the product of (I) the sum of (1) the Series 2006-1 Class A-2 Outstanding Principal Amount as of the immediately preceding Payment Date (after giving effect to any principal payments on such date), plus (2) the Series 2006-1 Class A-1 Maximum Principal Amount (after giving effect to any commitment reductions on such date), multiplied by (II) the Used Premium Rate, divided by (ii)12, and (b) for any other Interim Allocation Date with respect to a Monthly Collection Period, the amount equal to the quotient of (i) the sum of (A) the product of (I) the sum of (1) the Series 2006-1 Class A-2 Outstanding Principal Amount as of the immediately preceding Payment Date (after giving effect to any principal payments on such date), plus (2) the Series 2006-1 Class A-1 Maximum Principal Amount as of the immediately preceding Payment Date (after giving effect to any commitment reductions on such date), multiplied by (II) the Series 2006-1 Class A-2 Note Rate, plus (B) the product of (I) the sum of (1) the Series 2006-1 Class A-2 Outstanding Principal Amount as of the immediately preceding Payment Date (after giving effect to any principal payments on such date), plus (2) the Series 2006-1 Class A-1 Maximum Principal Amount as of the immediately preceding Payment Date (after giving effect to any commitment reductions on such date), multiplied by (II) the Used Premium Rate, divided by (ii) 4.

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“Series 2006-1 Interest Reserve Step-Down Event” means any Payment Date occurring on or after June 20, 2008, on which the DSCR applicable to such Payment Date (without giving effect to any Retained Collections Contributions made on or before such Payment Date) and each of the immediately preceding five (5) Payment Dates is greater than the Series 2006-1 Interest Reserve Step-Down Threshold applicable to each such Payment Date; provided that (a) no Event of Default or Rapid Amortization Event has occurred or is continuing on such Payment Date or any of the immediately preceding five (5) Payment Dates and (b) no Default or Potential Rapid Amortization Event has occurred and is continuing on such Payment Date.

“Series 2006-1 Interest Reserve Step-Down Period” means a period commencing on and including the Payment Date on which any Series 2006-1 Interest Reserve Step-Down Event occurs and ending on but excluding the Interim Allocation Date immediately following the earliest of (a) the next succeeding Payment Date on which the DSCR applicable to such Payment Date and the two Payment Dates immediately preceding such Payment Date is less than or equal to the Series 2006-1 Interest Reserve Step-Down Threshold applicable to each such Payment Date (b) the occurrence of any Payment Date from and including July 20, 2008, to and including December 20, 2008, on which the DSCR applicable to such Payment Date is less than or equal to 1.75, (c) the occurrence of any Payment Date from and including January 20, 2009, on which the DSCR applicable to such Payment Date is less than or equal to 1.50, (d) the commencement of a Rapid Amortization Period and (e) the occurrence of an Event of Default.

“Series 2006-1 Interest Reserve Step-Down Release Amount” means, when used with respect to any date, an amount equal to the positive difference, if any, of (a) the Series 2006-1 Available Interest Reserve Account Amount minus (b) the Series 2006-1 Interest Reserve Amount on such date.

“Series 2006-1 Interest Reserve Step-Down Threshold” means, with respect to any annual period set forth below, the Debt Service Coverage Ratio for such annual period set forth in the following table:

Annual Period	DSCR
January 20, 2008 to January 19, 2009	2.35
January 20, 2009 to January 19, 2010	2.10
January 20, 2010 to January 19, 2011	2.0
January 20, 2011 to January 19, 2012	2.0
January 20, 2012 to December 19, 2012	2.0

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“Series 2006-1 Legal Final Maturity Date” means December 20, 2031. For purposes of the Indenture, the “Series 2006-1 Legal Final Maturity Date” shall be deemed to be a “Series Legal Final Maturity Date.”

“Series 2006-1 Noteholders” means, collectively, the Series 2006-1 Class A-1 Noteholders and the Series 2006-1 Class A-2 Noteholders.

“Series 2006-1 Note Owner” means, with respect to a Series 2006-1 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 2006-1 Notes” means, collectively, the Series 2006-1 Class A-1 Notes and the Series 2006-1 Class A-2 Notes.

“Series 2006-1 Outstanding Principal Amount” means, with respect to any date, the sum of the Series 2006-1 Class A-1 Outstanding Principal Amount, plus the Series 2006-1 Class A-2 Outstanding Principal Amount.

“Series 2006-1 Policy” means the note guaranty insurance policy no. AB056BE, together with all endorsements thereto, delivered by the Series 2006-1 Insurer to the Trustee for the benefit of the Series 2006-1 Noteholders pursuant to the Series 2006-1 Insurance Agreement, as amended, supplemented or otherwise modified from time to time.

“Series 2006-1 Prepayment” has the meaning set forth in Section 3.6(g) of the Series 2006-1 Supplement.

“Series 2006-1 Prepayment Amount” has the meaning set forth in Section 3.6(g) of the Series 2006-1 Supplement.

“Series 2006-1 Prepayment Date” has the meaning set forth in Section 3.6(g) of the Series 2006-1 Supplement.

“Series 2006-1 Securities Intermediary” has the meaning set forth in Section 3.9(a) of the Series 2006-1 Supplement.

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“Series 2006-1 Supplement” means the Series 2006-1 Supplement, dated as of December 20, 2006, among the Co-Issuers and the Trustee, as amended, supplemented or otherwise modified from time to time.

“Series 2006-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2006-1 Supplement.

“Similar Law” means any federal, state, local, non-U.S. or other laws or regulations that are similar to Title I of ERISA or Section 4975 of the Code.

“STAMP” has the meaning set forth in Section 4.3(a) of the Series 2006-1 Supplement.

“Subfacility Decrease” has the meaning set forth in Section 2.2(d) of the Series 2006-1 Supplement.

“Subfacility Increase” has the meaning set forth in Section 2.1(b) of the Series 2006-1 Supplement.

“Swap Rate” means, when used with respect to any Business Day for any tenor, the mid-market swap rate for such tenor appearing on page 19901 of the Telerate Service (or any successor service or, if such service or successor service is not available, a substitute rate, which will be the median of three quoted rates determined by the Trustee requesting at the expense of the Co-Issuers substitute rate quotes from three broker dealers of nationally recognized standing) on such Business Day, adjusted for monthly compounding.

“Swingline Commitment” means the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.06 of the Series 2006-1 Class A-1 Note Purchase Agreement in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, as such amount may be reduced or increased pursuant to Section 2.06(h) of the Series 2006-1 Class A-1 Note Purchase Agreement or reduced pursuant to Section 2.05(b) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Swingline Lender” means Lehman Commercial Paper Inc., in its capacity as maker of Swingline Loans, and its permitted successors and assigns in such capacity.

“Swingline Loan Request” has the meaning set forth in Section 2.6 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Swingline Loans” has the meaning set forth in Section 2.06(a) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Swingline Participation Amount” has the meaning set forth in Section 2.06(e) of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Undrawn Commitment Fees” has the meaning set forth in Section 3.02 of the Series 2006-1 Class A-1 Note Purchase Agreement.

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“Undrawn L/C Face Amounts” means, at any time, the aggregate then undrawn and unexpired face amount of any Letters of Credit outstanding at such time.

“Unreimbursed L/C Drawings” means, at any time, the aggregate amount of any L/C Reimbursement Amounts that have not then been reimbursed pursuant to Section 2.08 of the Series 2006-1 Class A-1 Note Purchase Agreement.

“Unrestricted Global Notes” has the meaning set forth in Section 4.2(b) of the Series 2006-1 Supplement.

“Unused Premium” has the meaning set forth in the Series 2006-1 Insurance Agreement.

“Unused Premium Rate” has the meaning set forth in the Series 2006-1 Insurer Fee Letter.¹

“Used Premium” has the meaning set forth in the Series 2006-1 Insurance Agreement.

“Used Premium Rate” has the meaning set forth in the Series 2006-1 Insurer Fee Letter.

“U.S. Person” has the meaning set forth in Section 4.2 of the Series 2006-1 Supplement.

“U.S. Resident” has the meaning set forth in Section 4.2 of the Series 2006-1 Supplement.

“Voluntary Decrease” has the meaning set forth in Section 2.2(b) of the Series 2006-1 Supplement.

¹ Note to Jones Day: We need to add this defined term to the Insurer Fee Letter.

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EXHIBIT A-1-1

FORM OF SERIES 2006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1

SUBCLASS: SERIES 2006-1 CLASS A-1 ADVANCE NOTE

THIS SERIES 2006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2006-1 CLASS A-1 ADVANCE NOTE, HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). 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 CO-ISSUERS GIVE 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 DECEMBER 12, 2006 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE SERVICER, THE SERIES 2006-1 CLASS A-1 INVESTORS, THE SERIES 2006-1 NOTEHOLDERS, THE SERIES 2006-1 SUBFACILITY LENDERS AND LEHMAN COMMERCIAL PAPER INC., AS ADMINISTRATIVE AGENT.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO INCREASES AND DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

REGISTERED

No. R-A- up to $ [_____________ ]

SEE REVERSE FOR CERTAIN CONDITIONS

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC

SERIES 2006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1

SUBCLASS: SERIES 2006-1 CLASS A-1 ADVANCE NOTE

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby jointly and severally promise to pay to [                        ] or registered assigns, up to the principal sum of [                                             ] DOLLARS ($[                        ]) or such lesser amount as shall equal the portion of the Series 2006-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on December 20, 2031 (the “Series 2006-1 Legal Final Maturity Date”).

Pursuant to the Series 2006-1 Class A-1 Note Purchase Agreement and the Series 2006-1 Supplement, the principal amount of this Note may be subject to Increases or Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2006-1 Class A-1 Notes may be paid earlier than the Series 2006-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2006-1 Class A-1 Advance Note (this “Note”) at the Series 2006-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing February 20, 2007 (each, a “Payment Date”). Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including December 20, 2006 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due on this Note with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest on this Note at the Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Rate, and such contingent uninsured interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the Undrawn Commitment Fees and other fees, costs and expense reimbursements, indemnification amounts and other amounts due and payable in accordance with the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Increase and Decrease with respect thereto and the Series 2006-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2006-1 Class A-1 Outstanding Principal Amount.

The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and

reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and Trust – Sonic Series 2006-1. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                         

SONIC CAPITAL LLC, as Co-Issuer
By:
	Name:
	Title:
SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer
By:
	Name:
	Title:

SRI REAL ESTATE HOLDING LLC, as Co-Issuer
By:
	Name:
	Title:
SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2006-1 Class A-1 Advance Notes issued under the within-mentioned Indenture.

CITIBANK, N.A., as Trustee
By:
	Authorized Signatory

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2006-1 Class A-1 Notes of the Co-Issuers designated as their Series 2006-1 Variable Funding Senior Notes, Class A-1 (herein called the “Series 2006-1 Class A-1 Notes”), and is one of the Subclass thereof designated as the Series 2006-1 Class A-1 Advance Notes (herein called the “Series 2006-1 Class A-1 Advance Notes”), all issued under (i) a Base Indenture, dated as of December 20, 2006 (such Base Indenture, as amended, supplemented or modified, is herein called the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Series 2006-1 Supplement”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2006-1 Supplement are referred to herein as the “Indenture”. The Series 2006-1 Class A-1 Advance Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2006-1 Class A-1 Advance Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

As provided for in the Indenture, the Series 2006-1 Class A-1 Advance Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2006-1 Class A-1 Advance Notes are subject to mandatory prepayment as provided for in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2006-1 Legal Final Maturity Date. All payments of principal of the Series 2006-1 Class A-1 Advance Notes will be made pro rata to the holders of Series 2006-1 Class A-1 Advance Notes entitled thereto.

Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and fees and contingent uninsured interest, if any, will each accrue on the Series 2006-1 Class A-1 Advance Notes at the rates set forth in the Indenture. Such amounts will be computed on the basis set forth in the Indenture. Amounts payable on the Series 2006-1 Class A-1 Advance Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Unless otherwise specified in the Series 2006-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2006-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Series 2006-1 Class A-1 Distribution Account no

later than 12:30 p.m. (New York City time) if a Series 2006-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2006-1 Class A-1 Noteholder at the address for such Series 2006-1 Class A-1 Noteholder appearing in the Note Register if such Series 2006-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2006-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2006-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2006-1 Class A-1 Note at the applicable Corporate Trust Office.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2006-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2006-1 Supplement, and thereupon one or more new Series 2006-1 Class A-1 Advance Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2006-1 Class A-1 Noteholder, by acceptance of a Series 2006-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2006-1 Class A-1 Noteholder will not 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; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2006-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2006-1 Class A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2006-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2006-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party and without the consent of any Series 2006-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2006-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2006-1 Class A-1 Noteholder and upon all future Series 2006-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2006-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.

[Remainder of page intentionally left blank]

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:                                 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

___________________________________________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                     , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:_____________________________ By: ¹

Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.

INCREASES AND DECREASES

Date Unpaid
Principal
Amount Increase Decrease Total Series
2006-1
Class A-1
Note Rate Interest Period
(if applicable) Notation
Made By

EXHIBIT A-1-2

FORM OF SERIES 2006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1

SUBCLASS: SERIES 2006-1 CLASS A-1 SWINGLINE NOTE

THIS SERIES 2006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2006-1 CLASS A-1 SWINGLINE NOTE, HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). 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 CO-ISSUERS GIVE 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 DECEMBER 20, 2006 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE SERVICER, THE SERIES 2006-1 CLASS A-1 INVESTORS, THE SERIES 2006-1 NOTEHOLDERS, THE SERIES 2006-1 SUBFACILITY LENDERS AND LEHMAN COMMERCIAL PAPER INC., AS ADMINISTRATIVE AGENT.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

REGISTERED

No. R-S- up to $ [_____________ ]

SEE REVERSE FOR CERTAIN CONDITIONS

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC

SERIES 2006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1

SUBCLASS: SERIES 2006-1 CLASS A-1 SWINGLINE NOTE

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby jointly and severally promise to pay to [                        ] or registered assigns, up to the principal sum of [                                        ] DOLLARS ($[                    ]) or such lesser amount as shall equal the portion of the Series 2006-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in

the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on December 20, 2031 (the “Series 2006-1 Legal Final Maturity Date”). Pursuant to the Series 2006-1 Class A-1 Note Purchase Agreement and the Series 2006-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2006-1 Class A-1 Notes may be paid earlier than the Series 2006-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2006-1 Class A-1 Swingline Note (this “Note”) at the Series 2006-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing February 20, 2007 (each, a “Payment Date”). Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including December 20, 2006 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest on this Note at the Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Rate and such contingent uninsured interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Subfacility Increase and Subfacility Decrease with respect thereto and the Series 2006-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2006-1 Class A-1 Outstanding Principal Amount.

The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and Trust – Sonic Series 2006-1. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                         

SONIC CAPITAL LLC, as Co-Issuer
By:
	Name:
	Title:
SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer
By:
	Name:
	Title:

SRI REAL ESTATE HOLDING LLC, as Co-Issuer
By:
	Name:
	Title:
SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2006-1 Class A-1 Swingline Notes issued under the within-mentioned Indenture.

CITIBANK, N.A., as Trustee
By:
	Authorized Signatory

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2006-1 Class A-1 Notes of the Co-Issuers designated as their Series 2006-1 Variable Funding Senior Notes, Class A-1 (herein called the “Series 2006-1 Class A-1 Notes”), and is one of the Subclass thereof designated as the Series 2006-1 Class A-1 Swingline Notes (herein called the “Series 2006-1 Class A-1 Swingline Notes”), all issued under (i) a Base Indenture, dated as of December 20, 2006 (such Base Indenture, as amended, supplemented or modified, is herein called the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Series 2006-1 Supplement”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2006-1 Supplement are referred to herein as the “Indenture”. The Series 2006-1 Class A-1 Swingline Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2006-1 Class A-1 Swingline Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

As provided for in the Indenture, the Series 2006-1 Class A-1 Swingline Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2006-1 Class A-1 Swingline Notes are subject to mandatory prepayment as provided for in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2006-1 Legal Final Maturity Date. All payments of principal of the Series 2006-1 Class A-1 Swingline Notes will be made pro rata to the holders of Series 2006-1 Class A-1 Swingline Notes entitled thereto.

Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and contingent uninsured interest, if any, will each accrue on the Series 2006-1 Class A-1 Swingline Notes at the rates set forth in the Indenture. The interest and contingent uninsured interest, if any, will be computed on the basis set forth in the Indenture. Amounts payable on the Series 2006-1 Class A-1 Swingline Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Unless otherwise specified in the Series 2006-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2006-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available

funds released by the Paying Agent from the Series 2006-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2006-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2006-1 Class A-1 Noteholder at the address for such Series 2006-1 Class A-1 Noteholder appearing in the Note Register if such Series 2006-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2006-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2006-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2006-1 Class A-1 Note at the applicable Corporate Trust Office.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2006-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2006-1 Supplement, and thereupon one or more new Series 2006-1 Class A-1 Swingline Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2006-1 Class A-1 Noteholder, by acceptance of a Series 2006-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2006-1 Class A-1 Noteholder will not 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; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2006-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2006-1 Class A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2006-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2006-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party and without the consent of any Series 2006-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2006-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2006-1 Class A-1 Noteholder and upon all future Series 2006-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2006-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.

[Remainder of page intentionally left blank]

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:                                     

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

___________________________________________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                 , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ______________________ By: ¹

Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.

INCREASES AND DECREASES

Date Unpaid
Principal
Amount Subfacility
Increase Subfacility
Decrease Total Series
2006-1
Class A-1
Note Rate Interest Period
(if applicable) Notation
Made By

EXHIBIT A-1-3

FORM OF SERIES 2006-1 VARIABLE FUNDING SENIOR NOTES,

CLASS A-1 SUBCLASS: SERIES 2006-1 CLASS A-1 L/C NOTE

THIS SERIES 2006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2006-1 CLASS A-1 L/C NOTE, HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). 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 CO-ISSUERS GIVE 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 DECEMBER 20, 2006 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE SERVICER, THE SERIES 2006-1 CLASS A-1 INVESTORS, THE SERIES 2006-1 NOTEHOLDERS, THE SERIES 2006-1 SUBFACILITY LENDERS AND LEHMAN COMMERCIAL PAPER INC., AS ADMINISTRATIVE AGENT.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ALL L/C OBLIGATIONS RELATING TO LETTERS OF CREDIT ISSUED BY THE HOLDER OF THIS NOTE (WHETHER IN RESPECT OF UNDRAWN L/C FACE AMOUNTS OR UNREIMBURSED L/C DRAWINGS) SHALL BE DEEMED TO BE PRINCIPAL OUTSTANDING UNDER THIS NOTE FOR ALL PURPOSES OF THIS AGREEMENT, THE INDENTURE AND THE OTHER RELATED DOCUMENTS OTHER THAN, IN THE CASE OF UNDRAWN L/C FACE AMOUNTS, FOR PURPOSES OF ACCRUAL OF INTEREST. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

REGISTERED

No. R-L- up to $ [_____________ ]

SEE REVERSE FOR CERTAIN CONDITIONS

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC

SERIES 2006-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1

SUBCLASS: SERIES 2006-1 CLASS A-1 L/C NOTE

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby jointly and severally promise to pay to [                    ] or registered assigns, up to the principal sum of

[                                         ] DOLLARS ($[                    ]) or such lesser amount as shall equal the portion of the Series 2006-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on December 20, 2031 (the “Series 2006-1 Legal Final Maturity Date”). The initial outstanding principal amount of this Note shall equal the Series 2006-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount. Pursuant to the Series 2006-1 Class A-1 Note Purchase Agreement and the Series 2006-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2006-1 Class A-1 Notes may be paid earlier than the Series 2006-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2006-1 Class A-1 L/C Note (this “Note”) at the Series 2006-1 Class A-1 Note Rate and the Series 2006-1 Class A-1 Insured L/C Fees, in each case, for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing February 20, 2007 (each, a “Payment Date”). Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including December 20, 2006 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due on this Note with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest and fees on this Note at the Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest Rate and such contingent uninsured interest and fees shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Increase and Decrease with respect thereto and the Series 2006-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2006-1 Class A-1 Outstanding Principal Amount.

The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and Trust – Sonic Series 2006-1. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                     

SONIC CAPITAL LLC, as Co-Issuer
By:
	Name:
	Title:
SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer
By:
	Name:
	Title:

SRI REAL ESTATE HOLDING LLC, as Co-Issuer
By:
	Name:
	Title:
SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2006-1 Class A-1 L/C Notes issued under the within-mentioned Indenture.

CITIBANK, N.A., as Trustee
By:
	Authorized Signatory

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2006-1 Class A-1 Notes of the Co-Issuers designated as their Series 2006-1 Variable Funding Senior Notes, Class A-1 (herein called the “Series 2006-1 Class A-1 Notes”), and is one of the Subclass thereof designated as the Series 2006-1 Class A-1 L/C Notes (herein called the “Series 2006-1 Class A-1 L/C Notes”), all issued under (i) a Base Indenture, dated as of December 20, 2006 (such Base Indenture, as amended, supplemented or modified, is herein called the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Series 2006-1 Supplement”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2006-1 Supplement are referred to herein as the “Indenture”. The Series 2006-1 Class A-1 L/C Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2006-1 Class A-1 L/C Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

All L/C Obligations relating to Letters of Credit issued by the holder of this Note (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under this Note for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. As provided for in the Indenture, the Series 2006-1 Class A-1 L/C Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2006-1 Class A-1 L/C Notes are subject to mandatory prepayment as provided for in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2006-1 Legal Final Maturity Date. All payments of principal of the Series 2006-1 Class A-1 L/C Notes will be made pro rata to the holders of Series 2006-1 Class A-1 L/C Notes entitled thereto.

Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and fees and contingent uninsured interest and fees, if any, will each accrue on the Series 2006-1 Class A-1 L/C Notes at the rates set forth in the Indenture. Such amounts will be computed on the basis set forth in the Indenture. Amounts payable on the Series 2006-1 Class A-1 L/C Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Unless otherwise specified in the Series 2006-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2006-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Series 2006-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2006-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2006-1 Class A-1 Noteholder at the address for such Series 2006-1 Class A-1 Noteholder appearing in the Note Register if such Series 2006-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2006-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2006-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2006-1 Class A-1 Note at the applicable Corporate Trust Office.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2006-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2006-1 Supplement, and thereupon one or more new Series 2006-1 Class A-1 L/C Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2006-1 Class A-1 Noteholder, by acceptance of a Series 2006-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2006-1 Class A-1 Noteholder will not 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; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2006-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2006-1 Class

A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2006-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2006-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party and without the consent of any Series 2006-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2006-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2006-1 Class A-1 Noteholder and upon all future Series 2006-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2006-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.

[Remainder of page intentionally left blank]

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:                             

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

___________________________________________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                              , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: _________________________ By: ¹

Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.

INCREASES AND DECREASES

Date Unpaid
Principal
Amount Subfacility
Increase Subfacility
Decrease Total Series
2006-1
Class A-1
Note Rate Interest
Period
(if applicable) Notation
Made By

EXHIBIT A-2-1

THIS RESTRICTED GLOBAL SERIES 2006-1 CLASS A-2 NOTE (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (B) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, 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 SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON

WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, 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 CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.

EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE 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 INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED 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 THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, 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 BOTH A

QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT”. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.

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, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE 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 DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE 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.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

FORM OF RESTRICTED GLOBAL SERIES 2006-1 CLASS A-2 NOTE

No. R- up to $ [______________ ]

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP Number: 83545Y AA1

ISIN Number: US83545YAA10

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC

5.096% FIXED RATE SERIES 2006-1 SENIOR NOTES, CLASS A-2

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of [                            ] DOLLARS ($[                                ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on December 20, 2031 (the “Series 2006-1 Legal Final Maturity Date”). The Co-Issuers will pay interest on this Restricted Global Series 2006-1 Class A-2 Note (this “Note”) at the Series 2006-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the

Indenture. Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing February 20, 2007 (each, a “Payment Date”). Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including December [20], 2006 to but excluding the first Payment Date and (ii) thereafter, the period from and including a Payment Date to but excluding the following Payment Date (each, an “Interest Period”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest on this Note at the Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest Rate, and such contingent uninsured interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Regulation S Global Note or an Unrestricted Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 4.2(c) of the Series 2006-1 Supplement.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and Trust – Sonic Series 2006-1. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                     

SONIC CAPITAL LLC, as Co-Issuer
By:
	Name:
	Title:
SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN RESTAURANTS LLCLC, as Co-Issuer
By:
	Name:
	Title:

SRI REAL ESTATE HOLDING LLC, as Co-Issuer
By:
	Name:
	Title:
SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2006-1 Class A-2 Notes issued under the within-mentioned Indenture.

CITIBANK, N.A., as Trustee
By:
	Authorized Signatory

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2006-1 Class A-2 Notes of the Co-Issuers designated as their 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2 (herein called the “Series 2006-1 Class A-2 Notes”), all issued under (i) a Base Indenture, dated as of December 20, 2006 (such Base Indenture, as amended, supplemented or modified, is herein called the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Series 2006-1 Supplement”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2006-1 Supplement are referred to herein as the “Indenture”. The Series 2006-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2006-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

The Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

As provided for in the Indenture, the Series 2006-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2006-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2006-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2006-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2006-1 Legal Final Maturity Date. All payments of principal of the Series 2006-1 Class A-2 Notes will be made pro rata to the Series 2006-1 Class A-2 Noteholders entitled thereto.

Principal of and interest on this Note which is payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and contingent uninsured interest, if any, will each accrue on the Series 2006-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent uninsured interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2006-1 Class A-2 Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2006-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2006-1 Supplement, and thereupon one or more new Series 2006-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2006-1 Class A-2 Noteholder, by acceptance of a Series 2006-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2006-1 Class A-2 Noteholder will not 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; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2006-1 Class A-2 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2006-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2006-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2006-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party and without the consent of any Series 2006-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2006-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes)

shall be conclusive and binding upon such Series 2006-1 Class A-2 Noteholder and upon all future Series 2006-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2006-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:                                 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

___________________________________________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                     , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: __________________________ By: ¹

Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.

SCHEDULE OF EXCHANGES IN RESTRICTED GLOBAL SERIES 2006-1 CLASS A-2 NOTE

The initial principal balance of this Restricted Global Series 2006-1 Class A-2 Note is $[                            ]. The following exchanges of an interest in this Restricted Global Series 2006-1 Class A-2 Note for an interest in a corresponding Regulation S Global Series 2006-1 Class A-2 Note or an Unrestricted Global Series 2006-1 Class A-2 Note have been made:

Date Amount of Increase (or
Decrease) in the Principal
Amount of this Restricted
Global Note Remaining Principal
Amount of this Restricted
Global Note following the
Increase or Decrease Signature of Authorized
Officer of Trustee or
Registrar

EXHIBIT A-2-2

THIS REGULATION S GLOBAL SERIES 2006-1 CLASS A-2 NOTE (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (B) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, 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 SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS

ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, 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 CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.

UNTIL 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 A QUALIFIED PURCHASER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A QUALIFIED PURCHASER AND IN COMPLIANCE WITH THE SECURITIES 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 SECURITIES ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT.

EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE 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 INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A RESTRICTED GLOBAL NOTE OR AN UNRESTRICTED 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 THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, 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 BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT”. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.

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, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE 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 DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE 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 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.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

FORM OF REGULATION S GLOBAL SERIES 2006-1 CLASS A-2 NOTE

No. R- up to $ [______________ ]

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP Number: U83542AA5

ISIN Number: USU83542AA51

Common Code: [                ]

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC

5.096% FIXED RATE SERIES 2006-1 SENIOR NOTES, CLASS A-2

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of [                                ] DOLLARS ($[                                ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on December 20, 2031 (the “Series 2006-1 Legal Final Maturity Date”). The Co-Issuers will pay interest on this Restricted Global Series 2006-1 Class A-2 Note (this “Note”) at the Series

2006-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing February 20, 2007 (each, a “Payment Date”). Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including December 20, 2006 to but excluding the first Payment Date and (ii) thereafter, the period from and including a Payment Date to but excluding the following Payment Date (each, an “Interest Period”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest on this Note at the Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest Rate, as applicable, and such contingent uninsured interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Restricted Global Note or an Unrestricted Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 4.2(c) of the Series 2006-1 Supplement.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and Trust – Sonic Series 2006-1. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                         

SONIC CAPITAL LLC, as Co-Issuer
By:
	Name:
	Title:
SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer
By:
	Name:
	Title:

SRI REAL ESTATE HOLDING LLC, as Co-Issuer
By:
	Name:
	Title:
SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2006-1 Class A-2 Notes issued under the within-mentioned Indenture.

CITIBANK, N.A., as Trustee
By:
	Authorized Signatory

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2006-1 Class A-2 Notes of the Co-Issuers designated as their 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2 (herein called the “Series 2006-1 Class A-2 Notes”), all issued under (i) a Base Indenture, dated as of December 20, 2006 (such Base Indenture, as amended, supplemented or modified, is herein called the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Series 2006-1 Supplement”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2006-1 Supplement are referred to herein as the “Indenture”. The Series 2006-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2006-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

The Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

As provided for in the Indenture, the Series 2006-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2006-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2006-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2006-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2006-1 Legal Final Maturity Date. All payments of principal of the Series 2006-1 Class A-2 Notes will be made pro rata to the Series 2006-1 Class A-2 Noteholders entitled thereto.

Principal of and interest on this Note which is payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and contingent uninsured interest, if any, will each accrue on the Series 2006-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent uninsured interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2006-1 Class A-2 Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2006-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2006-1 Supplement, and thereupon one or more new Series 2006-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2006-1 Class A-2 Noteholder, by acceptance of a Series 2006-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2006-1 Class A-2 Noteholder will not 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; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2006-1 Class A-2 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2006-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2006-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2006-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party and without the consent of any Series 2006-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2006-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes)

shall be conclusive and binding upon such Series 2006-1 Class A-2 Noteholder and upon all future Series 2006-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2006-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:                                 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

___________________________________________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                             , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: _____________________________ By: ¹

Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.

SCHEDULE OF EXCHANGES IN REGULATION S GLOBAL SERIES 2006-1

CLASS A-2 NOTE

The initial principal balance of this Regulation S Global Series 2006-1 Class A-2 Note is $[                        ]. The following exchanges of an interest in this Regulation S Global Series 2006-1 Class A-2 Note for an interest in a corresponding Restricted Global Series 2006-1 Class A-2 Note or an Unrestricted Global Series 2006-1 Class A-2 Note have been made:

Date Amount of Increase (or
Decrease) in the Principal
Amount of this
Regulation S Global Note Remaining Principal
Amount of this Regulation S
Global Note following the
Increase or Decrease Signature of Authorized
Officer of Trustee or
Registrar

EXHIBIT A-2-3

THIS UNRESTRICTED GLOBAL SERIES 2006-1 CLASS A-2 NOTE (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (B) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, 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 SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL

BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, 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 CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.

EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE 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 INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED 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 THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, 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 BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE

SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT”. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.

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, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE 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 DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE 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 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.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

FORM OF UNRESTRICTED GLOBAL SERIES 2006-1 CLASS A-2 NOTE

No. R- up to $ [______________ ]

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP Number: U83542AA5

ISIN Number: USU83542AA51

Common Code: [                        ]

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC

5.096% FIXED RATE SERIES 2006-1 SENIOR NOTES, CLASS A-2

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of [                            ] DOLLARS ($[                            ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on December 20, 2031 (the “Series 2006-1 Legal Final Maturity Date”). The Co-Issuers will pay interest on this Restricted Global Series 2006-1 Class A-2 Note (this “Note”) at the Series

2006-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing February 20, 2007 (each, a “Payment Date”). Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including December 20, 2006 to but excluding the first Payment Date and (ii) thereafter, the period from and including a Payment Date to but excluding the following Payment Date (each, an “Interest Period”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest on this Note at the Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Rate, and such contingent uninsured interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Restricted Global Note or a Regulation S Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 4.2(c) of the Series 2006-1 Supplement.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and Trust – Sonic Series 2006-1. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:                             

SONIC CAPITAL LLC, as Co-Issuer
By:
	Name:
	Title:
SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:
AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer
By:
	Name:
	Title:

SRI REAL ESTATE HOLDING LLC, as Co-Issuer
By:
	Name:
	Title:
SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2006-1 Class A-2 Notes issued under the within-mentioned Indenture.

CITIBANK, N.A., as Trustee
By:
	Authorized Signatory

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2006-1 Class A-2 Notes of the Co-Issuers designated as their 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2 (herein called the “Series 2006-1 Class A-2 Notes”), all issued under (i) a Base Indenture, dated as of December 20, 2006 (such Base Indenture, as amended, supplemented or modified, is herein called the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Series 2006-1 Supplement”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2006-1 Supplement are referred to herein as the “Indenture”. The Series 2006-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2006-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

The Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

As provided for in the Indenture, the Series 2006-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2006-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2006-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2006-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2006-1 Legal Final Maturity Date. All payments of principal of the Series 2006-1 Class A-2 Notes will be made pro rata to the Series 2006-1 Class A-2 Noteholders entitled thereto.

Principal of and interest on this Note which is payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and contingent uninsured interest, if any, will each accrue on the Series 2006-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent uninsured interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2006-1 Class A-2 Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2006-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2006-1 Supplement, and thereupon one or more new Series 2006-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2006-1 Class A-2 Noteholder, by acceptance of a Series 2006-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2006-1 Class A-2 Noteholder will not 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; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2006-1 Class A-2 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2006-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2006-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2006-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party and without the consent of any Series 2006-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2006-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes)

shall be conclusive and binding upon such Series 2006-1 Class A-2 Noteholder and upon all future Series 2006-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2006-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:                                 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

___________________________________________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints             , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ______________________ By: _____________________________________ ¹

Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.

SCHEDULE OF EXCHANGES IN UNRESTRICTED GLOBAL SERIES 2006-1

CLASS A-2 NOTE

The initial principal balance of this Unrestricted Global Series 2006-1 Class A-2 Note is $[                            ]. The following exchanges of an interest in this Unrestricted Global Series 2006-1 Class A-2 Note for an interest in a corresponding Restricted Global Series 2006-1 Class A-2 Note or a Regulation S Global Series 2006-1 Class A-2 Note have been made:

Date Amount of Increase (or
Decrease) in the Principal
Amount of this
Unrestricted Global Note Remaining Principal
Amount of this Unrestricted
Global Note following the
Increase or Decrease Signature of Authorized
Officer of Trustee or
Registrar

EXHIBIT B-1

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS OF

SERIES 2006-1 CLASS A-1 NOTES

Citibank, N.A.,

  as Trustee

111 Wall Street, 15th Floor

New York, New York 10005

Attention: Window

Re: Sonic Capital LLC; Sonic Industries Franchising LLC; America’s Drive-In Holding Inc.; America’s Drive-In Brand Properties LLC; America’s Drive-In Restaurants LLC; SRI Real Estate Holding LLC; SRI Real Estate Properties LLC Series 2006-1 Variable Funding Senior Notes, Class A-1

Subclass: Series 2006-1 Class A-1 [Advance] [Swingline] [L/C] Notes (the “Notes”)

Reference is hereby made to (i) the Base Indenture, dated as of December 20, 2006 (the “Base Indenture”), among Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC, SRI Real Estate Properties LLC, as co-issuers (the “Co-Issuers”) and Citibank, N.A., as trustee (the “Trustee”) and (ii) the Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Supplement” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings assigned to them pursuant to the Indenture or the Series 2006-1 Class A-1 Note Purchase Agreement, as applicable.

This certificate relates to U.S. $                         aggregate principal amount of Notes registered in the name of                              [name of transferor] (the “Transferor”), who wishes to effect the transfer of such Notes in exchange for an equivalent principal amount of Notes of the same Subclass in the name of                              [name of transferee] (the “Transferee”).

In connection with such request, and in respect of such Notes, the Transferee does hereby certify that such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor.

In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Co-Issuers and the Trustee that:

1. it has had an opportunity to discuss the Co-Issuers’ and the Servicer’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Co-Issuers and the Servicer and their respective representatives;

2. it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2006-1 Class A-1 Notes;

3. it is purchasing the Series 2006-1 Class A-1 Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in paragraph (2) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act with respect to the Series 2006-1 Class A-1 Notes;

4. it understands that (i) the Series 2006-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, (ii) the Co-Issuers are not required to register the Series 2006-1 Class A-1 Notes, (iii) any transferee must be a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and not a Competitor and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.3 of the Series 2006-1 Supplement and Section 9.03 or 9.17, as applicable, of the Series 2006-1 Class A-1 Note Purchase Agreement;

5. it will comply with the requirements of paragraph (4) above in connection with any transfer by it of the Series 2006-1 Class A-1 Notes;

6. it understands that the Series 2006-1 Class A-1 Notes will bear the legend set out in the applicable form of Series 2006-1 Class A-1 Notes attached to the Series 2006-1 Supplement and be subject to the restrictions on transfer described in such legend;

7. it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2006-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs;

8. it is not a Competitor; and

9. it is:

¨ (check if applicable) a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9 (or applicable successor form) is attached hereto; or

¨ (check if applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.

The Transferee understands that the Co-Issuers, the Trustee and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby, and the Transferee hereby consents to such reliance and authorization.

[Name of Transferee]
By:
	Name:
	Title:

Dated:                                      ,         

Taxpayer Identification Number:	Address for Notices:
Wire Instructions for Payments:
Bank:________________________________
Address: ______________________________
Bank ABA #: __________________________	Tel: _______________________
Account No.: __________________________	Fax:_______________________
FAO: _________________________________	Attn.: _____________________
Attention: _____________________________
Registered Name (if Nominee):
cc:    Sonic Capital LLC          Sonic Industries Franchising LLC          America’s Drive-In Holding Inc.          America’s Drive-In Brand Properties LLC          America’s Drive-In Restaurants LLC          SRI Real Estate Holding LLC          SRI Real Estate Properties LLC          300 Johnny Bench Drive          Oklahoma City, OK 73104          Attn: General Counsel

EXHIBIT B-2

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS

OF INTERESTS IN RESTRICTED GLOBAL NOTES TO

INTERESTS IN REGULATION S GLOBAL NOTES

Citibank, N.A.,

  as Trustee

111 Wall Street, 15th Floor

New York, New York 10005

Attention: Window

Re: Sonic Capital LLC; Sonic Industries Franchising LLC; America’s Drive-In Holding Inc.; America’s Drive-In Brand Properties LLC; America’s Drive-In Restaurants LLC; SRI Real Estate Holding LLC; SRI Real Estate Properties LLC $600,000,000 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2 (the “Notes”)

Reference is hereby made to (i) the Base Indenture, dated as of December 20, 2006 (the “Base Indenture”), among Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC, SRI Real Estate Properties LLC, as co-issuers (the “Co-Issuers”) and Citibank, N.A., as trustee (the “Trustee”) and (ii) the Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Supplement” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings assigned to them pursuant to the Indenture.

This certificate relates to U.S. $                                 aggregate principal amount of Notes which are held in the form of an interest in a Restricted Global Note with DTC (CUSIP (CINS) No.                     ) in the name of                      [name of transferor] (the “Transferor”), who wishes to effect the transfer of such Notes in exchange for an equivalent beneficial interest in a Regulation S Global Note in the name of                          [name of transferee] (the “Transferee”).

In connection with such request, and in respect of such Notes, the Transferee does hereby certify that such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Offering Memorandum dated December [        ], 2006, relating to the Notes, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor.

In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Co-Issuers, the Registrar and the Trustee that:

1. the Transferee is a Qualified Purchaser within the meaning of Section 2(a)(51) of the Investment Company Act;

2. the offer of the Notes was not made to a Person in the United States;

3. at the time the buy order was originated, the Transferee was outside the United States;

4. no directed selling efforts have been made in contravention of the requirements of Rule 903(a) or 904(a) of Regulation S, as applicable;

5. the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and the Transferee is aware that the sale to it is being made in reliance on an exemption from the registration requirements of the 1933 Act provided by Regulation S and in reliance on Section 3(c)(7) of the Investment Company Act;

6. the Transferee is neither a U.S. person (as defined in Regulation S) nor a U.S. resident (within the meaning of the Investment Company Act);

7. if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or (3) or Rule 904(b)(1) of Regulation S are applicable thereto, the Transferee confirms that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or (3) or Rule 904(b)(1), as the case may be;

8. the Transferee is acquiring the Notes for its own account or the account of another person, who is a Qualified Purchaser and is neither a U.S. Person nor a U.S. Resident, with respect to which it exercises sole investment discretion;

9. the Transferee is not purchasing such Offered Notes with a view to the resale, distribution or other disposition thereof in the United States or to a U.S. Person or a U.S. Resident;

10. the Transferee is not a broker-dealer of the type described in paragraph (a)(l)(ii) of Rule 144A which owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers;

11. the Transferee is not formed for the purpose of investing in the Notes, except where each beneficial owner is a Qualified Purchaser and neither a U.S. Person nor a U.S. Resident;

12. the Transferee will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Notes;

13. the Transferee understands that the Co-Issuers may receive a list of participants holding positions in the Notes from one or more book-entry depositories;

14. the Transferee will provide to each person to whom it transfers Notes notices of any restrictions on transfer of such Notes;

15. the Transferee is not a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(l)(i)(D) or (a)(l)(i)(E) of Rule144 A, or a trust fund referred to in paragraph (a)(l)(i)(F) of Rule 144 A that holds the assets of such a plan;

16. if the Transferee is a Section 3(c)(l) or Section 3(c)(7) investment company, or a Section 7(d) foreign investment company relying on Section 3(c)(l) or Section 3(c)(7) of the Investment Company Act with respect to its U.S. holders, and was formed on or before April 30,1996, it has received the necessary consent from its beneficial owners as required by the 1940 Act;

17. it is not a Competitor;

18. either (i) it is not acquiring or holding the Notes (or any interest therein) for or on behalf, or with the assets of any Plan, account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Laws, or (ii) its purchase and holding of the Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law; and

19. it is:

¨ (check if applicable) a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9 (or applicable successor form) is attached hereto; or

¨ (check if applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.

The representations made pursuant to clause 7 above shall be deemed to be made on each day from the date the Transferee acquires any interest in any Note through and including the date on which such Transferee disposes of its interest in the applicable Note. The Transferee agrees to provide prompt written notice to each of the Co-Issuers, the Registrar and the Trustee of any change of the status of the Transferee that would cause it to breach the representations made in clause 7 above. The Transferee further agrees to indemnify and hold harmless the Co-Issuers, the Trustee, the Registrar and the Initial Purchasers and their respective affiliates from any cost, damage or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties and agreements in this clause and clause 7 above. Any purported transfer of the Notes (or interest therein) that does not comply with the requirements of this clause and clause 7 above shall be null and void ab initio.

The Transferee understands that the Co-Issuers, the Trustee, the Registrar and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby, and the Transferee hereby consents to such reliance and authorization.

[Name of Transferee]
By:
	Name:
	Title:

Dated:                                      ,         

Taxpayer Identification Number:	Address for Notices:
Wire Instructions for Payments:
Bank:________________________________
Address: ______________________________
Bank ABA #: __________________________	Tel: _______________________
Account No.: __________________________	Fax:_______________________
FAO: _________________________________	Attn.: _____________________
Attention: _____________________________
Registered Name (if Nominee):
cc:    Sonic Capital LLC          Sonic Industries Franchising LLC          America’s Drive-In Holding Inc.          America’s Drive-In Properties LLC          America’s Drive-In Restaurants LLC          SRI Real Estate Holding LLC          SRI Real Estate Properties LLC          300 Johnny Bench Drive          Oklahoma City, OK 73104          Attn: General Counsel

EXHIBIT B-3

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS

OF RESTRICTED GLOBAL NOTES TO UNRESTRICTED GLOBAL NOTES

Citibank, N.A.,

  as Trustee

111 Wall Street, 15th Floor

New York, New York 10005

Attention: Window

Re: Sonic Capital LLC; Sonic Industries Franchising LLC; America’s Drive-In Holding Inc.; America’s Drive-In Brand Properties LLC; America’s Drive-In Restaurants LLC; SRI Real Estate Holding LLC; SRI Real Estate Properties LLC $600,000,000 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2 (the “Notes”)

Reference is hereby made to (i) the Base Indenture, dated as of December 20, 2006 (the “Base Indenture”), among Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC, SRI Real Estate Properties LLC, as co-issuers (the “Co-Issuers”) and Citibank, N.A., as trustee (the “Trustee”) and (ii) the Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Supplement” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings assigned to them pursuant to the Indenture.

This certificate relates to U.S. $                     aggregate principal amount of Notes which are held in the form of an interest in a Restricted Global Note with DTC (CUSIP (CINS) No.             ) in the name of                              [name of transferor] (the “Transferor”), who wishes to effect the transfer of such Notes in exchange for Unrestricted Global Notes in an equivalent aggregate principal amount in the name of                          [name of transferee] (the “Transferee”).

In connection with such request, and in respect of such Notes, the Transferee does hereby certify that such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Offering Memorandum dated December [        ], 2006, relating to the Notes, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person that is not a Competitor.

In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Co-Issuers, the Trustee, the Registrar and their respective counsel that:

(1) Investor Status; Investment Intent. The Transferee is not a Competitor and is both a Qualified Institutional Buyer and a Qualified Purchaser, acquiring the Notes for its own account or for the account of another person who is both a Qualified Institutional Buyer and a Qualified Purchaser with respect to which the Transferee exercises sole investment discretion, either (i) as certified by the Transferor or the Transferee, in a transfer being made pursuant to Rule 144 under the Securities Act for investment purposes and not with a view to the distribution thereof or (ii) pursuant to a transaction that would otherwise not require registration under the Securities Act (in which case the Transferor or Transferee has provided an opinion of counsel to the Trustee, the Registrar and the Co-Issuers that such transfer may be made pursuant to an exemption from registration under the Securities Act).

(2) Purchaser Sophistication; Non-Reliance; Suitability; Access to Information. The Transferee (a) has such knowledge and experience in financial and business matters that the Transferee is capable of evaluating the merits and risks (including for tax, legal, regulatory, accounting and other financial purposes) of its prospective investment in the Notes and is financially able to bear such risk, (b) in making such investment is not relying on the advice or recommendations of any Initial Purchaser, the Co-Issuers or any of their respective affiliates (or any representative of any of the foregoing), and none of such persons or their respective affiliates is acting as a fiduciary or financial or investment adviser for the Transferee, (c) has determined that an investment in the Notes is suitable and appropriate for it, (d) has received, and has had an adequate opportunity to review the contents of, the Offering Memorandum, (e) has had access to such financial and other information concerning the Co-Issuers and the Notes as it has deemed necessary to make its own independent decision to purchase the Notes, including the opportunity, at a reasonable time prior to its purchase of the Notes, to ask questions and receive answers concerning the Co-Issuers and the terms and conditions of the offering of the Notes, (f) is not purchasing such Notes with a view to the resale, distribution or other disposition thereof in the United States or to a U.S. Person or a U.S. Resident, (g) is not a broker-dealer of the type described in paragraph (a)(l)(ii) of Rule 144A which owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers, (h) is not formed for the purpose of investing in the Notes, except where each beneficial owner is a Qualified Purchaser and neither a U.S. Person nor a U.S. Resident, (i) will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Notes, (j) understands that the Co-Issuers may receive a list of participants holding positions in the Notes from one or more book-entry depositories (k) will provide to each person to whom it transfers Notes notices of any restrictions on transfer of such Notes, (l) is not a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, and (m) is not a Competitor.

(3) Offering Memorandum. The Transferee acknowledges that the Offering Memorandum is personal to such Transferee and does not constitute an offer to any other person or to the public generally to acquire the Notes other than pursuant to Section 4(2) under the Securities Act. Distribution of the Offering Memorandum, or disclosure of any of its contents to any person other than the Transferee and those persons, if any, retained to advise the Transferee with respect thereto and other persons meeting the requirements of Section 4(2) is unauthorized and any disclosure of any of its contents, without the prior written consent of the Co-Issuers, is prohibited.

(4) Limited Liquidity. The Transferee understands that there is no market for the Notes and that no assurance can be given as to the liquidity of or trading market for the Notes and that it is unlikely that a trading market for the Notes will develop. It further understands that, although the Initial Purchasers may from time to time make a market in the Notes, the Initial Purchasers are under no obligation to do so and, following the commencement of any market-making, may discontinue the same at any time. Accordingly, the Transferee must be prepared to hold the Notes for an indefinite period of time or until the Final Maturity Date.

(5) Investment Company Act. The Transferee agrees that no sale, pledge or other transfer of a Note (or any interest therein) may be made in the United States unless such sale, pledge or other transfer is made to a transferee who is both a Qualified Purchaser and a Qualified Institutional Buyer. The Transferee further agrees that no sale, pledge or other transfer of a Note (or any interest therein) may be made if such transfer would have the effect of requiring any of the Co-Issuers or the pool of assets owned by the Co-Issuers to register as an investment company under the Investment Company Act.

(6) Required Sale by U.S. Persons or U.S. Residents that are not Qualified Purchasers. The Transferee understands that the Indenture permits the Co-Issuers to require any holder of the Notes who is neither a U.S. person (as defined in Regulation S) nor a U.S. resident (as defined for purposes of the Investment Company Act) who is determined not to have been a Qualified Purchaser to sell such holder’s Notes to a Qualified Purchaser that is neither a U.S. person (as defined in Regulation S) nor a U.S. resident (as defined for purposes of the Investment Company Act).

(7) ERISA. The Transferee represents and warrants either (i) it is not acquiring or holding such Notes on behalf or with the assets of any Plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Laws or (ii) its purchase and holding of such Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

The representations made pursuant to the preceding paragraph shall be deemed to be made on each day from the date the Transferee acquires any interest in any Note through and including the date on which such Transferee disposes of its interest in the applicable Note. The Transferee agrees to provide prompt written notice to each of the Co-Issuers, the Registrar and the Trustee of any change of the status of the Transferee

that would cause it to breach the representations made in the preceding paragraphs. The Transferee further agrees to indemnify and hold harmless the Co-Issuers, the Trustee, the Registrar and the Initial Purchasers and their respective affiliates from any cost, damage or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties and agreements in this paragraph and the preceding paragraph. Any purported transfer of the applicable Notes (or interests therein) that does not comply with the requirements of this paragraph and the preceding paragraph shall be null and void ab initio.

(8) Certain Transfers Void. The Transferee agrees that (a) any sale, pledge or other transfer of a Note (or any interest therein) made in violation of the transfer restrictions contained in the Offering Memorandum relating to the Notes and in the Indenture, or made based upon any false or inaccurate representation made by the Transferee or a transferee to the Co-Issuers, will be void and of no force or effect and (b) none of the Co-Issuers, the Trustee or the Registrar under the Indenture has any obligation to recognize any sale, pledge or other transfer of a Note (or any interest therein) made in violation of any such transfer restriction or made based upon any such false or inaccurate representation.

(9) Reliance on Representations, etc. The Transferee acknowledges that the Co-Issuers, the Initial Purchasers, the Trustee, the Registrar and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that, if any of the acknowledgments, representations or warranties made or deemed to have been made by it in connection with its purchase of the Notes are no longer accurate, the Transferee will promptly notify the Co-Issuers, the Trustee, the Registrar and the Initial Purchasers.

(10) Legend. The Notes will bear a legend substantially to the following effect unless the Co-Issuers determines otherwise in compliance with applicable law:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE

WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (B) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, 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 SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, 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 CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.

EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE 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 INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED 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 THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, 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 BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT”. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.

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, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE 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 DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE 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.

(11) Due Authorization; Capability. If the Transferee is not a natural person, the Transferee has the power and authority to enter into each agreement required to be executed and delivered by or on behalf of the Transferee in connection with its purchase of Notes, which will include a note subscription agreement, and to perform its obligations thereunder and consummate the transactions contemplated thereby, and the person signing any such documents on behalf of the Transferee has been duly authorized to execute and deliver such documents and each other document required to be executed and delivered by the Transferee in connection with its purchase of Notes. If the Transferee is an individual, the Transferee has all requisite legal capacity to acquire and hold the Notes and to execute, deliver and comply with the terms of each of the documents required to be executed and delivered by the Transferee in connection with this subscription for Notes. Such execution, delivery and compliance by the Transferee does not conflict with, or constitute a default under, any instruments governing the Transferee, any applicable law, regulation or order, or any material agreement to which the Transferee is a party or by which the Transferee is bound.

(12) Permanent Address. If the Transferee’s permanent address is located in the United States, the Transferee was offered the Notes in the state of such Transferee’s permanent address and intends that the securities law of that state govern the Transferee’s subscription for the Notes.

(13) Treaty Exemption. The Transferee, if not a “United States person” (as defined in Section 7701(a)(30) of the Code), either (a) is not a bank (within the meaning of Section 881(c)(3)(A) of the Code) or an affiliate of a bank, (b) is a person (or a wholly owned affiliate of a person) that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States, or (c) is not related to the Co-Issuers within the meaning of Section 1.881-3 of the Treasury Regulations.

(14) Certain Tax Matters. The Transferee hereby certifies that it is:

¨ (check if applicable) a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9 (or applicable successor form) is attached hereto; or

¨ (check if applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.

The Transferee understands that the Co-Issuers, the Trustee, the Registrar and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and the Transferee hereby consents to such reliance.

[Name of Transferee]
By:
	Name:
	Title:

Dated:                                      ,         

Taxpayer Identification Number:	Address for Notices:
Wire Instructions for Payments:
Bank:________________________________
Address: ______________________________
Bank ABA #: __________________________	Tel: _______________________
Account No.: __________________________	Fax:_______________________
FAO: _________________________________	Attn.: _____________________
Attention: _____________________________
Registered Name (if Nominee):
cc:    Sonic Capital LLC          Sonic Industries Franchising LLC          America’s Drive-In Holding Inc.          America’s Drive-In Brand Properties LLC          America’s Drive-In Restaurants LLC          SRI Real Estate Holding LLC          SRI Real Estate Properties LLC          300 Johnny Bench Drive          Oklahoma City, OK 73104          Attn: General Counsel

EXHIBIT B-4

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS

OF INTERESTS IN REGULATION S GLOBAL NOTES OR UNRESTRICTED

GLOBAL NOTES TO PERSONS TAKING DELIVERY IN THE FORM OF

AN INTEREST IN A RESTRICTED GLOBAL NOTE

Citibank, N.A.,

  as Trustee

111 Wall Street, 15th Floor

New York, New York 10005

Attention: Window

Re: Sonic Capital LLC; Sonic Industries Franchising LLC; America’s Drive-In Holding Inc.; America’s Drive-In Brand Properties LLC; America’s Drive-In Restaurants LLC; SRI Real Estate Holding LLC; SRI Real Estate Properties LLC $600,000,000 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2 (the “Notes”)

Reference is hereby made to (i) the Base Indenture, dated as of December 20, 2006 (the “Base Indenture”), among Sonic Capital LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC, SRI Real Estate Properties LLC, as co-issuers (the “Co-Issuers”) and Citibank, N.A., as trustee (the “Trustee”) and (ii) the Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Supplement” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings assigned to them pursuant to the Indenture.

This certificate relates to U.S. $             aggregate principal amount of Notes which are held in the form of an interest in a Regulation S Global Note with DTC (CUSIP (CINS) No.             ) in the name of              [name of transferor] (the “Transferor”), who wishes to effect the transfer of such Notes in exchange for an equivalent beneficial interest in a Restricted Global Note in the name of              [name of transferee] (the “Transferee”).

In connection with such request, and in respect of such Notes, the Transferee does hereby certify that such Notes are being transferred in accordance with (i) the applicable transfer restrictions set forth in the Indenture and in the Offering Memorandum dated December 12, 2006, relating to the Notes and (ii) Rule 144A under the Securities Act of 1933, as amended, (the “Securities Act”) and any applicable securities laws of any state of the United States or any other jurisdiction, and that the Transferee is purchasing the Notes for its own account or one or more accounts with respect to which the Transferee exercises sole investment discretion, and the Transferee and any such account represent, warrant and agree as follows:

1. It is (a) a Qualified Institutional Buyer and a Qualified Purchaser, (b) aware that the sale to it is being made in reliance on Rule 144A and in reliance on Section 3(c)(7) of the Investment Company Act and (c) acquiring such Notes for its own account or for the account of another person who is a Qualified Institutional Buyer and a Qualified Purchaser with respect to which it exercises sole investment discretion.

2. It is not a broker-dealer of the type described in paragraph (a)(1)(ii) of Rule 144A which owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers.

3. It is not formed for the purpose of investing in the Notes, except where each beneficial owner is a Qualified Institutional Buyer and a Qualifies Purchaser (for Notes acquired in the United States) or a Qualified Purchaser and neither a U.S. person (as defined in Regulation S) nor a U.S. resident (as defined for purposes of the Investment Company Act) (for Notes acquired outside the United States).

4. It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Notes.

5. It understands that the Co-Issuers may receive a list of participants holding positions in the Notes from one or more book-entry depositories.

6. It will provide to each person to whom it transfers Notes notices of any restrictions on transfer of such Notes.

7. It is not a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan.

8. If it is a Section 3(c)(1) or Section 3(c)(7) investment company, or a Section 7(d) foreign investment company relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act with respect to its U.S. holders, and was formed on or before April 30, 1996, it has received the necessary consent from its beneficial owners as required by the Investment Company Act.

9. It is not a Competitor.

The Transferee hereby certifies that it is:

¨ (check if applicable) a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9 (or applicable form) is attached hereto; or

¨ (check if applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code and a properly signed IRS Form W-8 (or applicable successor form) is attached hereto.

The Transferee represents and warrants either (i) it is not, and is not acquiring or holding such Notes (or any interest therein) for or on behalf, or with the assets of any Plan, account or other arrangement that is subject to Section 4975 of the Code or provision under any Similar Laws or (ii) its purchase and holding of such Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law.

The representations made pursuant to the preceding paragraph shall be deemed to be made on each day from the date the Transferee acquires any interest in any Note through and including the date on which such Transferee disposes of its interest in the applicable Note. The Transferee agrees to provide prompt written notice to each of the Co-Issuers, the Registrar and the Trustee of any change of the status of the Transferee that would cause it to breach the representations made in the preceding paragraph. The Transferee further agrees to indemnify and hold harmless the Co-Issuers, the Registrar, the Trustee and the Initial Purchasers and their respective affiliates from any cost, damage or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties and agreements. Any purported transfer of the applicable Notes (or interests therein) that does not comply with the requirements of this paragraph and the preceding paragraph shall be null and void ab initio.

The Transferee understands that the Co-Issuers, the Trustee, the Registrar and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to any matter covered hereby, and the Transferee hereby consents and agrees to such reliance and authorization.

[Name of Transferee]
By:
	Name:
	Title:

Dated:                                  ,         

Taxpayer Identification Number:	Address for Notices:
Wire Instructions for Payments:
Bank:________________________________
Address: ______________________________
Bank ABA #: __________________________	Tel: _______________________
Account No.: __________________________	Fax:_______________________
FAO: _________________________________	Attn.: _____________________
Attention: _____________________________
Registered Name (if Nominee):
cc:    Sonic Capital LLC          Sonic Industries Franchising LLC          America’s Drive-In Holding Inc.          America’s Drive-In Brand Properties LLC          America’s Drive-In Restaurants LLC          SRI Real Estate Holding LLC          SRI Real Estate Properties LLC          300 Johnny Bench Drive          Oklahoma City, OK 73104          Attn: General Counsel

EXHIBIT C

[CLEARING AGENCY]

IMPORTANT

B#:	[number]
DATE:	[date]
TO:	ALL PARTICIPANTS
FROM:	[name], [title], Underwriting Department
ATTENTION:	[Managing Partner/Officer; Cashier, Operations, Data Processing and Underwriting Managers]
SUBJECT:	Section 3(c)(7) restrictions for SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC and SRI REAL ESTATE PROPERTIES LLC, each as Co-Issuer 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2
(A) [CUSIP Numbers] [ISIN/Common Code]:	[CUSIP Numbers for 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2 – 144A, Reg.S] [ISIN/Common Code for 5.096% Fixed Rate Senior Notes, Class A-2]
(B) Security Description:	SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC and SRI REAL ESTATE PROPERTIES LLC, each as Co-Issuer 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2
(C) Offer Amount:	[$600,000,000]
(D) Managing Underwriter:	Lehman Brothers Inc.
(E) Paying Agent:	[name of paying agent]
(F) Closing Date:	December 20, 2006

Special Instructions:

See Attached Important Instructions from the Co-Issuers.

[CO-ISSUERS LETTERHEAD]

5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2

[83545YAA1] [U83542AA5]

The Co-Issuers and Initial Purchasers are putting Participants on notice that they are required to follow these purchase and transfer restrictions with regard to the above-referenced security.

In order to qualify for the exemption provided by Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the exemption provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), offers, sales and resales of the 5.096% Fixed Rate Series 2006-1 Senior Notes, Class A-2 (the “Securities”) may only be made in minimum denominations of $            (x) within the United States to “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A that are also “qualified purchasers” (“QPs”) within the meaning of Section 2(a)(51)(A) of the Investment Company Act and Rule 2a51-1 promulgated thereunder and are not Competitors and (y) outside of the United States to QPs who are not Competitors and are neither U.S. persons (as defined in Regulation S) nor U.S. residents (as defined for purposes of the Investment Company Act). Each purchaser of Securities (1) represents to and agrees with the Co-Issuers and the Initial Purchasers that (i) (a) with respect to Notes that were purchased in the United States, the purchaser is a QIB who is a QP (a “QIB/QP”) and (b) with respect to Notes that were purchased outside the United States, the purchaser is a QP who is neither a U.S. person (as defined in Regulation S) nor a U.S. resident (as defined for purposes of the Investment Company Act); (ii) the purchaser is not a broker-dealer who owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers; (iii) the purchaser is not a participant-directed employee plan, such as a 401(k) plan; (iv) the QIB/QP is acting for its own account, or the account of another QIB/QP; (v) the purchaser is not formed for the purpose of investing in the Co-Issuers; (vi) the purchaser, and each account for which it is purchasing, will hold and transfer at least the minimum denomination of Securities; (vii) the purchaser understands that the Co-Issuers may receive a list of participants holding positions in its securities from one or more book-entry depositaries; (viii) the purchaser will provide notice of the transfer restrictions to any subsequent transferees; and (ix) the purchaser is not a Competitor and (2) acknowledges that the Co-Issuers have not been registered under Investment Company Act and the Securities have not been registered under the Securities Act and represents to and agrees with the Co-Issuers and the Initial Purchasers that, for so long as securities are outstanding, it will not offer, resell, pledge or otherwise transfer the Securities except to a QIB that is also a QP in a transaction meeting the requirements of Rule 144A. Each purchaser further understands that the Securities will bear a legend with respect to such transfer restrictions. See “Transfer Restrictions” in the Offering Memorandum.

The charter, bylaws, organizational documents or securities issuance documents of the Co-Issuers provide that the Co-Issuers will have the right to (i) require any holder of Securities who is determined not to be both a QIB and a QP to sell the Securities to a

QIB that is also a QP or (ii) redeem any Securities held by such a holder on specified terms. In addition, the Co-Issuers have the right to refuse to register or otherwise honor a transfer of Securities to a proposed transferee that is not both a QIB and a QP.

The restrictions on transfer required by the Co-Issuers (outlined above) will be reflected [under the notation “3c7” in DTC’s User Manuals and DTC’s Reference Directory] [Annex 3(c)(7) of Euroclear’s New Issues Acceptance Guide] [Chapter 7 (“Custody Business Operations – New Issues”), Section 7.3 (“General Procedure for the admission and distribution of new issues of syndicated international instruments”) in Clearstream Banking’s Directory].

Any questions or comments regarding this subject may be directed to General Counsel (405) 225 - 5262.

EXHIBIT D

[FORM OF MONTHLY NOTEHOLDER’S STATEMENT]

Monthly Noteholders’ Statement

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

	Monthly Collection Period:         [        ]
	Payment Date:         [        ]
Debt Service Coverage
Debt Service Coverage Ratio for	[current Payment Date]						[	]x
Debt Service Coverage Ratio for	[prior Payment Date]						[	]x
Debt Service Coverage Ratio for	[2nd prior Payment Date]						[	]x
Debt Service Coverage Ratio for	[3rd prior Payment Date]						[	]x
Debt Service Coverage Ratio for	[4th prior Payment Date]						[	]x
Debt Service Coverage Ratio for	[5th prior Payment Date]						[	]x
System Performance
		Franchise		Partner		Total
Open Drive-Ins at end of prior Monthly Collection Period		[	]	[	]		[	]
Drive-In Openings during Monthly Collection Period		[	]	[	]		[	]
Permanent Drive-In Closures during Monthly Collection Period		[	]	[	]		[	]
Net Change in Drive-Ins during Monthly Collection Period		[	]	[	]		[	]
Open Drive-Ins at end of Monthly Collection Period		[	]	[	]		[	]
		Franchise		Partner		Total
Same-Store Sales Growth for fiscal quarter ended [    ]		[	]%	[	]%		[	]%
Cash Trapping
				Commenced		Date of Commencement
i.       Cash Trapping Period				No			N/A
ii.      Cash Trapping Release Event Date							N/A
Occurrence Dates
				Commenced		Date of Commencement
i.       Potential Rapid Amortization Event				No			N/A
ii.      Rapid Amortization Event				No			N/A
iii.     Default				No			N/A
iv.     Event of Default				No			N/A
v.      Servicer Termination Event				No			N/A
vi.     Series 2006-1 Interest Reserve Step-Down Date				No			N/A
Allocation of Funds
1.      Outstanding Notes and Reserve Account Balances as of Prior Payment Date:
i.       Outstanding principal balances
a.      Series 2006-1 Class A-1 Notes						$	_______
b.      Series 2006-1 Class A-2 Notes						$	_______
ii.      Reserve account balances
a.      Available Senior Notes Interest Reserve Account Amount						$	_______
b.      Cash Trapping Amounts on deposit in the Cash Trap Reserve Account						$	_______
2.      Retained Collections for Current Payment Date:
i.       Franchise Royalty Fees
ii       Initial Franchise Fees						$	_______
iii.     Partner Drive-In Lease Payments						$	_______
iv.     New Franchise Drive-In Lease Payments						$	_______
v.      Kansas Sonic Partnership Distributions						$	_______

Page 1 of 3

Monthly Noteholders’ Statement

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

Monthly Collection Period:        [        ]
Payment Date:        [        ]
vi.     Real Estate Disposition Proceeds deposited into Collection Account	$	_______
vii.    Franchisee Insurance Proceeds	$	_______
viii.   Securitization Entity Insurance Proceeds	$	_______
ix.     Investment Income deposited into Collection Account or related thereto	$	_______
x.      Retained Collections Contributions	$	_______
xi.     Total Retained Collections	$	_______
3.      Net Cash Flow for Current Payment Date:
i.       Monthly Retained Collections	$	_______
Less:
ii               Securitization Entities Operating Expenses paid during Monthly Collection Period	$	_______
iii.             Interim Servicing Fees paid during Monthly Collection Period	$	_______
iv.             Class A-1 Senior Notes Administrative Expenses paid during Monthly Collection Period	$	_______
v.              Investment Income (if included in Monthly Retained Collections) earned during Monthly Collection        Period	$	_______
vi.     Net Cash Flow for Monthly Collection Period	$	_______
4.      Debt Service / Payments to Noteholders for Current Payment Date:
i.       Interest on Senior Notes
Series 2006-1 Class A-1 Monthly Insured Interest	$	_______
Series 2006-1 Class A-2 Monthly Insured Interest	$	_______
ii.      Insurer Premiums
Insurer Premiums	$	_______
iii.    Other
Series 2006-1 Class A-1 Monthly Commitment Fees	$	_______
iv.     Difference between previous Target Bond Balance Amount and current Target Bond Balance Amount
Series 2006-1 Class A-2	$	_______
v.      Total Debt Service	$	_______
vi.     Other Payments to Noteholders
Series 2006-1 Class A-1 Monthly Uninsured Interest	$	_______
Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest	$	_______
Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest	$	_______
5.      Aggregate Interim Allocations to Distribution Accounts for Current Payment Date:
i.       All available deposits in Series 2006-1 Class A-1 Distribution Account	$	_______
ii.      All available deposits in Series 2006-1 Class A-2 Distribution Account	$	_______
iii.    Total on Deposit in Distribution Accounts	$	_______
6.      Distributions for Current Payment Date:
Series 2006-1 Class A-1 Distribution Account
i.       Payment of interest and fees related to Series 2006-1 Class A-1 Notes	$	_______
ii.      Indemnification payments to reduce commitments under Series 2006-1 Class A-1 Notes	$	_______
iii.    Principal payments on Series 2006-1 Class A-1 Notes	$	_______
iv.     Payment of Series 2006-1 Class A-1 Breakage Amounts	$	_______
Series 2006-1 Class A-2 Distribution Account
i.       Payment of interest related to Series 2006-1 Class A-2 Notes	$	_______
ii.      Indemnification payments to Series 2006-1 Class A-2 Notes	$	_______
iii.    Principal payments on Series 2006-1 Class A-2 Notes	$	_______
iv.     Series 2006-1 Class A-2 Make-Whole Prepayment Premium	$	_______

Page 2 of 3

Monthly Noteholders’ Statement

Sonic Capital LLC

Sonic Industries LLC

Sonic Industries Franchising LLC

America’s Drive-In Holdings Inc.

America’s Drive-In Brand Properties LLC

America’s Drive-In Restaurants LLC

SRI Real Estate Holding LLC

SRI Real Estate Properties LLC

Monthly Collection Period:        [        ]
Payment Date:        [        ]
7.      Senior Notes Interest Reserve Account Deposits, Draws and Releases as of Current Payment Date:
i.       Deposits into Senior Notes Interest Reserve Account	$	_______
ii.      Less draws on Available Senior Notes Interest Reserve Account Amount to cover any shortfall	$	_______
iii.    Less reduction in Series 2006-1 Interest Reserve Amount		_______
iv.     Less reduction related to Series 2006-1 Interest Reserve Step-Down		_______
v.      Total Increase (Reduction) of Funds in Senior Notes Interest Reserve Account	$	_______
8.      Cash Trap Reserve Account Deposits, Draws and Releases as of Current Payment Date:
i.       Cash Trapping Amounts on deposit in Cash Trap Reserve Account	$	_______
ii.      Less draws on Available Cash Trap Reserve Account Amount	$	_______
iii.    Less Cash Trapping Release Amount	$	_______
iv.     Total Increase (Reduction) of Funds in Cash Trap Reserve Account	$	_______
9.      Outstanding Balances as of Current Payment Date (after giving effect to payments to be made on such Payment Date):
i.       Series 2006-1 Class A-1 Notes	$	_______
ii.      Series 2006-1 Class A-2 Notes	$	_______
iii.    Reserve account amounts:
a.      Available Senior Notes Interest Reserve Account Amount	$	_______
b.      Available Cash Trap Reserve Account Amount	$	_______

IN WITNESS HEREOF, the undersigned has duly executed and delivered this Monthly Noteholders’ Statement

this __________________________________________________________________________

Sonic Industries Services Inc. as Servicer on behalf of the Co-Issuers and certain subsidiaries thereto,

by: ______________________________________________________________________________

Page 3 of 3

Schedule A

Series 2006-1 Class A-2 Target Balance Amounts Schedule

Payment Date	Series 2006-1 Class A-2 Target Bond Balance Amount		Payment Date	Series 2006-1 Class A-2 Target Bond Balance Amount		Payment Date	Series 2006-1 Class A-2 Target Bond Balance Amount
Feb-07	$	599,761,000	Feb-09	$	559,459,000	Feb-11	$	449,376,000
Mar-07	$	599,623,000	Mar-09	$	556,931,000	Mar-11	$	444,396,000
Apr-07	$	598,739,000	Apr-09	$	553,140,000	Apr-11	$	437,688,000
May-07	$	597,637,000	May-09	$	548,990,000	May-11	$	430,494,000
Jun-07	$	596,275,000	Jun-09	$	544,396,000	Jun-11	$	422,686,000
Jul-07	$	594,833,000	Jul-09	$	539,669,000	Jul-11	$	414,696,000
Aug-07	$	593,440,000	Aug-09	$	534,999,000	Aug-11	$	406,770,000
Sep-07	$	592,165,000	Sep-09	$	530,511,000	Sep-11	$	399,082,000
Oct-07	$	591,323,000	Oct-09	$	526,730,000	Oct-11	$	392,347,000
Nov-07	$	590,656,000	Nov-09	$	523,214,000	Nov-11	$	385,954,000
Dec-07	$	590,000,000	Dec-09	$	520,000,000	Dec-11	$	380,000,000
Jan-08	$	588,646,000	Jan-10	$	516,118,000	Jan-12	$	373,200,000
Feb-08	$	587,329,000	Feb-10	$	512,280,000	Feb-12	$	366,451,000
Mar-08	$	586,193,000	Mar-10	$	508,701,000	Mar-12	$	360,072,000
Apr-08	$	584,072,000	Apr-10	$	503,660,000	Apr-12	$	351,698,000
May-08	$	581,672,000	May-10	$	498,206,000	May-12	$	342,770,000
Jun-08	$	578,933,000	Jun-10	$	492,235,000	Jun-12	$	333,137,000
Jul-08	$	576,090,000	Jul-10	$	486,109,000	Jul-12	$	323,294,000
Aug-08	$	573,300,000	Aug-10	$	480,043,000	Aug-12	$	313,519,000
Sep-08	$	570,656,000	Sep-10	$	474,185,000	Sep-12	$	304,012,000
Oct-08	$	568,564,000	Oct-10	$	469,137,000	Oct-12	$	295,587,000
Nov-08	$	566,686,000	Nov-10	$	464,389,000	Nov-12	$	287,548,000
Dec-08	$	565,000,000	Dec-10	$	460,000,000	Dec-12	$	280,000,000
Jan-09	$	562,209,000	Jan-11	$	454,664,000

A-

EX-99.3

Exhibit 99.3

CLASS A-1 NOTE PURCHASE AGREEMENT

(SERIES 2006-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1)

dated as of December 20, 2006

among

SONIC CAPITAL LLC,

SONIC INDUSTRIES FRANCHISING LLC,

AMERICA’S DRIVE-IN HOLDING INC.,

AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,

AMERICA’S DRIVE-IN RESTAURANTS LLC,

SRI REAL ESTATE HOLDING LLC and

SRI REAL ESTATE PROPERTIES LLC

each as a Co-Issuer,

SONIC INDUSTRIES SERVICES INC.,

as Servicer,

CERTAIN CONDUIT INVESTORS,

each as a Conduit Investor,

CERTAIN FINANCIAL INSTITUTIONS,

each as a Committed Note Purchaser,

CERTAIN FUNDING AGENTS,

BANK OF AMERICA, N.A.,

as L/C Provider,

LEHMAN COMMERCIAL PAPER INC.,

as Swingline Lender,

and

LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		2
SECTION 1.01	Definitions	2
ARTICLE II PURCHASE AND SALE OF CLASS A-1 NOTES		2
SECTION 2.01	The Initial Advance Notes	2
SECTION 2.02	Advances	3
SECTION 2.03	Borrowing Procedures	4
SECTION 2.04	The Series 2006-1 Class A-1 Notes	6
SECTION 2.05	Reduction in Commitments	6
SECTION 2.06	Swingline Commitment	10
SECTION 2.07	L/C Commitment	13
SECTION 2.08	L/C Reimbursement Obligations	16
SECTION 2.09	L/C Participations	18
ARTICLE III INTEREST AND FEES		20
SECTION 3.01	Interest	20
SECTION 3.02	Fees	21
SECTION 3.03	Eurodollar Lending Unlawful	22
SECTION 3.04	Deposits Unavailable	22
SECTION 3.05	Increased Costs, etc.	23
SECTION 3.06	Funding Losses	23
SECTION 3.07	Increased Capital Costs	24
SECTION 3.08	Taxes	25
SECTION 3.09	Change of Lending Office	27
ARTICLE IV OTHER PAYMENT TERMS		28
SECTION 4.01	Time and Method of Payment	28
SECTION 4.02	Order of Distributions	28
SECTION 4.03	L/C Cash Collateral	29
ARTICLE V THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS		30
SECTION 5.01	Authorization and Action of the Administrative Agent	30
SECTION 5.02	Delegation of Duties	30
SECTION 5.03	Exculpatory Provisions	30
SECTION 5.04	Reliance	31
SECTION 5.05	Non-Reliance on the Administrative Agent and Other Purchasers	31
SECTION 5.06	The Administrative Agent in its Individual Capacity	31
SECTION 5.07	Successor Administrative Agent	32
SECTION 5.08	Authorization and Action of Funding Agents	32
SECTION 5.09	Delegation of Duties	33
SECTION 5.10	Exculpatory Provisions	33
SECTION 5.11	Reliance	33

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SECTION 5.12	Non-Reliance on the Funding Agent and Other Purchasers	34
SECTION 5.13	The Funding Agent in its Individual Capacity	34
SECTION 5.14	Successor Funding Agent	34
ARTICLE VI REPRESENTATIONS AND WARRANTIES		34
SECTION 6.01	The Co-Issuers	34
SECTION 6.02	SISI	35
SECTION 6.03	Lender Parties	35
ARTICLE VII CONDITIONS		37
SECTION 7.01	Conditions to Issuance and Effectiveness	37
SECTION 7.02	Conditions to Initial Extensions of Credit	38
SECTION 7.03	Conditions to Each Extension of Credit	39
ARTICLE VIII COVENANTS		40
SECTION 8.01	Covenants	40
ARTICLE IX MISCELLANEOUS PROVISIONS		42
SECTION 9.01	Amendments	42
SECTION 9.02	No Waiver; Remedies	42
SECTION 9.03	Binding on Successors and Assigns	43
SECTION 9.04	Survival of Agreement	44
SECTION 9.05	Payment of Costs and Expenses; Indemnification	44
SECTION 9.06	Characterization as Related Document; Entire Agreement	47
SECTION 9.07	Notices	47
SECTION 9.08	Severability of Provisions	47
SECTION 9.09	Tax Characterization	47
SECTION 9.10	No Proceedings; Limited Recourse	47
SECTION 9.11	Confidentiality	49
SECTION 9.12	GOVERNING LAW	49
SECTION 9.13	JURISDICTION	50
SECTION 9.14	WAIVER OF JURY TRIAL	50
SECTION 9.15	Counterparts	50
SECTION 9.16	Third Party Beneficiary	50
SECTION 9.17	Assignment	50

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SCHEDULES AND EXHIBITS

SCHEDULE I	Investor Groups and Commitments
SCHEDULE II	Notice Addresses for Lender Parties and Agents
SCHEDULE III	Additional Closing Conditions
EXHIBIT A	Form of Advance Request
EXHIBIT A-1	Form of Swingline Loan Request
EXHIBIT B	Form of Assignment and Assumption Agreement
EXHIBIT C	Form of Investor Group Supplement
EXHIBIT D	Form of Opinion
EXHIBIT E	Form of Purchaser’s Letter

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CLASS A-1 NOTE PURCHASE AGREEMENT

THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of December 20, 2006 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:

(a) SONIC CAPITAL LLC, a Delaware limited liability company (the “Master Issuer”), SONIC INDUSTRIES FRANCHISING LLC, a Delaware limited liability company (the “Franchise Assets Holder”), AMERICA’S DRIVE-IN HOLDING INC., a Kansas corporation (“ADIC Holdco”), AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “IP Holder”), AMERICA’S DRIVE-IN RESTAURANTS LLC, a Kansas limited liability company (“New ADIC”), SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“SRI Real Estate Holdco”), and SRI REAL ESTATE PROPERTIES LLC, a Delaware limited liability company (“SRI Real Estate Assets Holder”, each, a “Co-Issuer” and, together with the Master Issuer, the Franchise Assets Holder, ADIC Holdco, the IP Holder, New ADIC, SRI Real Estate Holdco, collectively, the “Co-Issuers”),

(b) SONIC INDUSTRIES SERVICES INC., an Oklahoma corporation (“SISI” or the “Servicer”),

(c) the several commercial paper conduits listed on Schedule I as Conduit Investors and their respective permitted successors and assigns (each, a “Conduit Investor” and, collectively, the “Conduit Investors”),

(d) the several financial institutions listed on Schedule I as Committed Note Purchasers and their respective permitted successors and assigns (each, a “Committed Note Purchaser” and, collectively, the “Committed Note Purchasers”),

(e) for each Investor Group, the financial institution entitled to act on behalf of the Investor Group set forth opposite the name of such Investor Group on Schedule I as Funding Agent and its permitted successors and assigns (each, the “Funding Agent” with respect to such Investor Group and, collectively, the “Funding Agents”),

(f) BANK OF AMERICA, N.A., as L/C Provider,

(g) LEHMAN COMMERCIAL PAPER INC., as Swingline Lender, and

(h) LEHMAN COMMERCIAL PAPER INC., in its capacity as administrative agent for the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider and the Swingline Lender (together with its permitted successors and assigns in such capacity, the “Administrative Agent” or the “Series 2006-1 Class A-1 Administrative Agent”).

BACKGROUND

1. Contemporaneously with the execution and delivery of this Agreement, the Co-Issuers and Citibank, N.A., as Trustee, are entering into the Series 2006-1 Supplement, of even date herewith (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “Series 2006-1 Supplement”), to the Base Indenture, of even date herewith (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture” and, together with the Series 2006-1 Supplement, the “Indenture”), among the Co-Issuers and the Trustee, pursuant to which the Co-Issuers have determined to issue Series 2006-1 Class A-1 Notes (as defined in the Series 2006-1 Supplement) in accordance with the Indenture.

2. The Co-Issuers wish to (a) issue the Series 2006-1 Class A-1 Advance Notes to each Funding Agent on behalf of the Investors in the related Investor Group, and obtain the agreement of the applicable Investors to make loans from time to time (each, an “Advance” or a “Series 2006-1 Class A-1 Advance” and, collectively, the “Advances” or the “Series 2006-1 Class A-1 Advances”) that will constitute the purchase of Series 2006-1 Class A-1 Outstanding Principal Amounts on the terms and conditions set forth in this Agreement; (b) issue the Series 2006-1 Class A-1 Swingline Note to the Swingline Lender and obtain the agreement of the Swingline Lender to make Swingline Loans on the terms and conditions set forth in this Agreement; and (c) issue the Series 2006-1 Class A-1 L/C Note to the L/C Provider and obtain the agreement of the L/C Provider to provide Letters of Credit on the terms and conditions set forth in this Agreement. SISI has joined in this Agreement to confirm certain representations, warranties and covenants made by it for the benefit of each Lender Party.

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. As used in this Agreement and unless the context requires a different meaning, capitalized terms used but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2006-1 Supplemental Definitions List attached to the Series 2006-1 Supplement as Annex A or in the Base Indenture Definitions List attached to the Base Indenture as Annex A, as applicable. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of this Agreement.

ARTICLE II

PURCHASE AND SALE OF CLASS A-1 NOTES

SECTION 2.01 The Initial Advance Notes. On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall request the Trustee to authenticate the initial Series 2006-1 Class A-1 Advance Notes, which the Co-Issuers shall deliver to each Funding Agent on behalf of the

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Investors in the related Investor Group on the Series 2006-1 Closing Date. Such initial Series 2006-1 Class A-1 Advance Note for each Investor Group shall be dated the Series 2006-1 Closing Date, shall be registered in the name of the related Funding Agent or its nominee, as agent for the related Investors, or in such other name as such Funding Agent may request, shall have a maximum principal amount equal to the Maximum Investor Group Principal Amount for such Investor Group, shall have an initial outstanding principal amount equal to such Investor Group’s Commitment Percentage of the Series 2006-1 Class A-1 Initial Advance Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture.

SECTION 2.02 Advances.

(a) Subject to the terms and conditions of this Agreement and the Indenture, each Eligible Conduit Investor, if any, may and, if such Conduit Investor determines that it will not make (or it does not in fact make) an Advance or any portion of an Advance, its related Committed Note Purchaser(s) shall or, if there is no Eligible Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group shall, upon the Co-Issuers’ request delivered in accordance with the provisions of Section 2.03 and the satisfaction of all conditions precedent thereto (or under the circumstances set forth in Section 2.05, 2.06 or 2.08), make Advances from time to time during the Commitment Term; provided that such Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided further that no Advance shall be required or permitted to be made by any Investor on any date if, after giving effect to such Advance, (i) the related Investor Group Principal Amount would exceed the related Maximum Investor Group Principal Amount or (ii) the Series 2006-1 Class A-1 Outstanding Principal Amount would exceed the Series 2006-1 Class A-1 Maximum Principal Amount.

(b) Notwithstanding anything herein or in any other Related Document to the contrary, at no time will a Conduit Investor be obligated to make Advances hereunder. If at any time any Conduit Investor is not an Eligible Conduit Investor, (i) such Conduit Investor shall promptly notify the Administrative Agent (who shall promptly notify the related Funding Agent and the Co-Issuers) thereof, and (ii) the Co-Issuers shall have the right, exercisable upon three Business Days’ prior written notice to the Administrative Agent (who shall promptly notify the related Funding Agent), to require such Conduit Investor to transfer all of its then-outstanding CP Advances to its related Committed Note Purchaser(s) or, at such Committed Note Purchaser’s option, to another permitted transferee in accordance with Section 9.03 or 9.17, as applicable. From and after the date of such transfer, such Advances shall bear interest at the Base Rate or the Eurodollar Rate, as applicable, in accordance with the second sentence of Section 3.01(a).

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(c) Each of the Advances to be made on any date shall be made as part of a single borrowing (each such single borrowing being a “Borrowing”). The Advances made as part of the initial Borrowing on the Series 2006-1 Closing Date will be evidenced by the Series 2006-1 Class A-1 Advance Notes issued in connection herewith and will constitute purchases of Series 2006-1 Class A-1 Initial Advance Principal Amounts corresponding to the amount of such Advances. All of the other Advances will constitute Increases evidenced by the Series 2006-1 Class A-1 Advance Notes issued in connection herewith and will constitute purchases of Series 2006-1 Class A-1 Outstanding Principal Amounts corresponding to the amount of such Advances.

(d) Section 2.2(b) of the Series 2006-1 Supplement specifies the procedures to be followed in connection with any Voluntary Decrease of the Series 2006-1 Class A-1 Outstanding Principal Amount. Each such Voluntary Decrease in respect of any Advances shall be in an aggregate minimum principal amount of $200,000 and integral multiples of $100,000 in excess thereof.

(e) Subject to the terms of this Agreement and the Series 2006-1 Supplement, the aggregate principal amount of the Advances evidenced by the Series 2006-1 Class A-1 Advance Notes may be increased by Borrowings or decreased by Voluntary Decreases from time to time.

SECTION 2.03 Borrowing Procedures.

(a) Whenever the Co-Issuers wish a Borrowing to be made, the Co-Issuers shall (or shall cause the Servicer to) notify the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (New York time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof and notify the Trustee, the Series 2006-1 Insurer, the Swingline Lender and the L/C Provider in writing of such Borrowing) upon irrevocable written notice in the form of an Advance Request delivered to the Administrative Agent no later than 12:00 p.m. (New York time) on the Business Day (or, in the case of any Eurodollar Advances for purposes of Section 3.01(b), on the third Business Day) prior to the date of Borrowing, which date of Borrowing shall be a Business Day during the Commitment Term. Each such notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) the Borrowing date, (ii) the aggregate amount of the requested Borrowing to be made on such date, (iii) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, which amount shall constitute all outstanding Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of such notice, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on the Borrowing date (which proceeds shall be allocated among the Co-Issuers pro rata based on the percentage of the proceeds of the issuance of the Series 2006-1 Class A-2 Notes received by each such Co-Issuer on the Series 2006-1 Closing Date). Requests for any Borrowing may not be made in an aggregate principal amount of less than $1,000,000 or in an aggregate principal amount that is not an integral multiple of $500,000 in excess thereof (except as otherwise provided herein with respect to Borrowings for the purpose of repaying then-outstanding Swingline Loans or Unreimbursed L/C Drawings). The

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Co-Issuers agree to cause requests for Borrowings to be made upon notice of any drawing under a Letter of Credit and in any event at least one time per week if any Swingline Loans or Unreimbursed L/C Drawings are outstanding, in each case, in amounts at least sufficient to repay in full all Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of the applicable request. Each Borrowing shall be ratably allocated among the Investor Groups’ respective Maximum Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03(a) and shall promptly thereafter (but in no event later than 11:00 a.m. (New York time) on the date of Borrowing) notify the Administrative Agent, the Co-Issuers and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make all or any portion of the Advances in such Borrowing that are to be made by its Investor Group. On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2006-1 Supplement (and, if requested by the Administrative Agent, confirmation from the Swingline Lender and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the Borrowing date, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any other Swingline Loans or Unreimbursed L/C Drawings then outstanding), the applicable Investors in each Investor Group shall make available to the Administrative Agent the amount of the Advances in such Borrowing that are to be made by such Investor Group by wire transfer in U.S. Dollars of such amount in same day funds no later than 3:00 p.m. (New York time) on the date of such Borrowing, and upon receipt thereof the Administrative Agent shall immediately make such proceeds available, first, to the Swingline Lender and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, ratably in proportion to such respective amounts, and, second, to the Co-Issuers as instructed in the applicable Advance Request.

(b) The failure of any Committed Note Purchaser to make the Advance to be made by it as part of any Borrowing shall not relieve any other Committed Note Purchaser (whether or not in the same Investor Group) of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Committed Note Purchaser shall be responsible for the failure of any other Committed Note Purchaser to make the Advance to be made by such other Committed Note Purchaser on the date of any Borrowing.

(c) Unless the Administrative Agent shall have received notice from a Funding Agent prior to the date of any Borrowing that an applicable Investor in the related Investor Group will not make available to the Administrative Agent such Investor’s share of the Advances to be made by such Investor Group as part of such Borrowing, the Administrative Agent may (but shall not be obligated to) assume that such Investor has made such share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Swingline Lender, the L/C Provider and/or the Co-Issuers, as applicable, on such date a corresponding amount, and shall, if such corresponding amount has not been made

5

available by the Administrative Agent, make available to the Swingline Lender, the L/C Provider and/or the Co-Issuers, as applicable, on such date a corresponding amount once such Investor has made such portion available to the Administrative Agent. If and to the extent that any Investor shall not have so made such amount available to the Administrative Agent, such Investor and the Co-Issuers jointly and severally agree to repay (without duplication) to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Co-Issuers until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Co-Issuers, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Investor, the Federal Funds Rate and without deduction by such Investor for any withholding taxes. If such Investor shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Investor’s Advance as part of such Borrowing for purposes of this Agreement.

SECTION 2.04 The Series 2006-1 Class A-1 Notes. On each date an Advance or Swingline Loan is funded or a Letter of Credit is issued hereunder, and on each date the outstanding amount thereof is reduced, a duly authorized officer, employee or agent of the related Series 2006-1 Class A-1 Noteholder shall make appropriate notations in its books and records of the amount, evidenced by the related Series 2006-1 Class A-1 Advance Note, of such Advance, Swingline Loan or Letter of Credit and the amount of such reduction, as applicable. The Co-Issuers hereby authorize each duly authorized officer, employee and agent of such Series 2006-1 Class A-1 Noteholder to make such notations on the books and records as aforesaid and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded; provided, however, that in the event of a discrepancy between the books and records of such Series 2006-1 Class A-1 Noteholder and the records maintained by the Trustee pursuant to the Indenture, such discrepancy shall be resolved by such Series 2006-1 Class A-1 Noteholder, the Series 2006-1 Insurer and the Trustee, in consultation with the Co-Issuers (provided that such consultation with the Co-Issuers will not in any way limit or delay such Series 2006-1 Class A-1 Noteholders’, the Series 2006-1 Insurer’s and the Trustee’s ability to resolve such discrepancy), and such resolution shall control in the absence of manifest error; provided further that the failure of any such notation to be made, or any finding that a notation is incorrect, in any such records shall not limit or otherwise affect the obligations of the Co-Issuers under this Agreement or the Indenture.

SECTION 2.05 Reduction in Commitments.

(a) The Co-Issuers may, upon three Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Series 2006-1 Insurer, each Funding Agent and each Investor), effect a permanent reduction in the Series 2006-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.2(a) of the Series 2006-1

6

Supplement, (ii) any such reduction must be in a minimum amount of $10,000,000, (iii) after giving effect to such reduction, the Series 2006-1 Class A-1 Maximum Principal Amount equals or exceeds $50,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series 2006-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts with respect to which cash collateral is held by the L/C Provider pursuant to Section 4.03) or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts.

(b) If any of the following events shall occur, then the Commitments shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Co-Issuers shall give the Trustee, the Series 2006-1 Insurer, each Funding Agent and the Administrative Agent prompt written notice thereof):

(i) if the Series 2006-1 Final Payment has not been made on or before the Business Day immediately preceding the Series 2006-1 Anticipated Repayment Date (A) on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) on the Series 2006-1 Anticipated Repayment Date, (x) all undrawn portions of the Commitments shall automatically and permanently terminate (all Undrawn L/C Face Amounts having expired by their terms prior to such date), and (y) the corresponding portions of the Series 2006-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investment Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount and (C) each payment of principal on the Series 2006-1 Class A-1 Outstanding Principal Amount occurring on or after the Series 2006-1 Anticipated Repayment Date shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2006-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis;

(ii) if a Rapid Amortization Event occurs prior to the Series 2006-1 Anticipated Repayment Date, then (A) on the date such Rapid Amortization Event occurs, (x) all portions of the Commitments in excess of the Series 2006-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts to the extent cash collateral is held with respect thereto by the L/C Provider pursuant to Section 4.03) shall automatically and permanently

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terminate, (y) the corresponding portions of the Series 2006-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investment Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) each payment of principal on the Series 2006-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Obligations with proceeds of Advances pursuant to clause (B) above but including payments that are used to cash collateralize any Undrawn L/C Face Amounts) shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2006-1 Class A-1 Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis;

(iii) if a Change of Control occurs (unless the Control Party has provided its prior written consent thereto), then (A) on the date such Change of Control occurs, (x) all portions of the Commitments in excess of the Series 2006-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts to the extent cash collateral is held with respect thereto by the L/C Provider pursuant to Section 4.03) shall automatically and permanently terminate, (y) the corresponding portions of the Series 2006-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investment Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount and (z) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; (B) if the Series 2006-1 Prepayment Date specified in the applicable Prepayment Notice is scheduled to occur more than two Business Days after such occurrence, then no later than the second Business Day after the occurrence of such Change of Control, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances (and the Co-Issuers shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made); and (C) on the Series 2006-1 Prepayment Date specified in the applicable Prepayment Notice, (x) the Series 2006-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investment Group Principal Amounts shall all be automatically and permanently reduced to zero, and (y) the Co-Issuers shall cause the Series 2006-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Sections 4.02 and 4.03), together with accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents;

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(iv) if Indemnification Payments are allocated to and deposited in the applicable Series Distribution Account for the Series 2006-1 Notes in accordance with Section 3.6(j) of the Series 2006-1 Supplement at a time when no Senior Notes other than Class A-1 Senior Notes are Outstanding, (x) the aggregate amount of the Commitments shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2006-1 Class A-1 Allocated Payment Reduction Amount”) equal to the product of (A) the portion, if any, of such Indemnification Payments remaining after depositing the applicable portion thereof in the applicable Series Distribution Accounts for all Classes of Senior Notes other than any Class A-1 Senior Notes and (B) the percentage that the then-outstanding amount of the Commitments bears to the aggregate amount of all then-outstanding commitments to extend credit in respect of all Class A-1 Senior Notes, (y) the corresponding portions of the Series 2006-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Co-Issuers delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided further that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2006-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid in an aggregate amount equal to such Series 2006-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by such Section 3.6(j) of the Series 2006-1 Supplement; and

(v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2006-1 Class A-1 Notes is accelerated pursuant to Section 9.2 of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2006-1 Class A-1 Maximum Principal Amount, the Commitment Amounts and the Maximum Investment Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Co-Issuers shall immediately cause the Series 2006-1 Class A-1 Outstanding Principal Amount to be paid in full (or, in the case of any then-outstanding Undrawn L/C Face Amounts, to be fully cash collateralized pursuant to Sections 4.02 and 4.03), together with

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accrued interest and fees and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents.

SECTION 2.06 Swingline Commitment.

(a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2006-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2006-1 Closing Date. Such initial Series 2006-1 Class A-1 Swingline Note shall be dated the Series 2006-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2006-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a “Swingline Loan” or a “Series 2006-1 Class A-1 Swingline Loan” and, collectively, the “Swingline Loans” or the “Series 2006-1 Class A-1 Swingline Loans”) to the Co-Issuers from time to time during the period commencing on the Series 2006-1 Closing Date and ending on the date that is two Business Days prior to the Commitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2006-1 Class A-1 Outstanding Principal Amount would exceed the Series 2006-1 Class A-1 Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2006-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2006-1 Supplement, the outstanding principal amount evidenced by the Series 2006-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.

(b) Whenever the Co-Issuers desire that the Swingline Lender make Swingline Loans they shall (or shall cause the Servicer to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 1:00 p.m. (New York time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be a Business Day during the Commitment Term not later than the date that is two Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be allocated among the Co-Issuers

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pro rata based on the percentage of the proceeds of the issuance of the Series 2006-1 Class A-2 Notes received by each such Co-Issuer on the Series 2006-1 Closing Date). Such notice shall be in the form of a Swingline Advance Request in the form attached hereto as Exhibit A-1 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 1:00 p.m. on the date of such receipt), the Swingline Lender shall promptly notify the Administrative Agent, the Trustee and the Series 2006-1 Insurer thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:30 p.m. on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2006-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2006-1 Class A-1 Outstanding Principal Amount would exceed the Series 2006-1 Class A-1 Maximum Principal Amount. If the Administrative Agent confirms that the Series 2006-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2006-1 Class A-1 Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2006-1 Supplement, the Swingline Lender shall make available to the Co-Issuers in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.

(c) The Co-Issuers hereby agree that each Swingline Loan made by the Swingline Lender to the Co-Issuers pursuant to Section 2.06(a) shall constitute the promise and obligation of the Co-Issuers jointly and severally to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in the Indenture for Series 2006-1 Class A-1 Outstanding Principal Amount.

(d) The Swingline Lender, at any time and from time to time during the Commitment Term in its sole and absolute discretion, may, on behalf of the Co-Issuers (which hereby irrevocably direct the Swingline Lender to act on their behalf), on one Business Day’s notice given by the Swingline Lender to the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (New York time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof and shall notify the Trustee and the Series 2006-1 Insurer of such borrowing in writing) no later than 12:00 noon (New York time), request each Investor Group to make, and the applicable Investors in each Investor Group hereby agree to make Advances in an aggregate amount for each Investor Group equal to such Investor Group’s Commitment Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Such Investors shall make the amount of such Advances available to the Administrative Agent in immediately available funds not later than 10:00 a.m. (New York time) one Business Day after the date of such notice and the proceeds of such Advances shall be

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immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans; provided that after giving effect thereto, (i) the related Investor Group Principal Amount would not exceed the related Maximum Investor Group Principal Amount and (ii) the Series 2006-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2006-1 Class A-1 Maximum Principal Amount.

(e) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to any Co-Issuer or the Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d) (the “Refunding Date”), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Advances.

(f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Co-Issuers may have against the Swingline Lender, the Co-Issuers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

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(h) The Co-Issuers may, upon three Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.

(i) The Co-Issuers may, upon notice to the Swingline Lender (who shall promptly notify the Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 1:00 p.m. (New York time) on the date of the prepayment and (y) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Co-Issuers shall make such prepayment directly to the Swingline Lender and the payment amount specified in such notice shall be due and payable on the date specified therein.

SECTION 2.07 L/C Commitment.

(a) Subject to the terms and conditions hereof, the L/C Provider, in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 2.09, agrees to provide standby letters of credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Co-Issuers on any Business Day during the period commencing on the Series 2006-1 Closing Date and ending on the date that is seven Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the L/C Provider; provided that the L/C Provider shall have no obligation or right to provide any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Series 2006-1 Class A-1 Outstanding Principal Amount would exceed the Series 2006-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $100,000 (unless otherwise agreed by the L/C Provider) and (z) expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is seven Business Days prior to the Commitment Termination Date; provided that any Letter of Credit may provide for the renewal thereof for additional periods, each individually, not to exceed one year (which shall in no event extend beyond the date referred to in clause (B) above). The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would conflict with, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

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(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2006-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2006-1 Closing Date. Such initial Series 2006-1 Class A-1 L/C Note shall be dated the Series 2006-1 Closing Date, shall be registered in the name of the L/C Provider or its nominee, or in such other name as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2006-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2006-1 Closing Date will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2006-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2006-1 Class A-1 L/C Note for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Any payment of such principal in respect of Undrawn L/C Face Amounts shall be deposited into a cash collateral account as provided in Sections 4.02 and 4.03. Subject to the terms of this Agreement and the Series 2006-1 Supplement, the outstanding principal amount evidenced by the Series 2006-1 Class A-1 L/C Note may be increased by issuances of Letters of Credit or decreased by expirations thereof or payments of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.

(c) The Co-Issuers may from time to time request that the L/C Provider provide a Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a)) and subject to the other conditions set forth herein and in the Series 2006-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2006-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2006-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2006-1 Class A-1 Maximum Principal Amount (provided that (x) if the L/C Provider provides or the L/C Issuing Bank issues a Letter of Credit hereunder without the L/C Provider having received such prior written confirmation from the Administrative Agent as described above, then notwithstanding

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anything to the contrary herein, no Person other than the L/C Provider and the L/C Issuing Bank, to the extent that such Letter of Credit in any manner causes the Series 2006-1 Class A-1 Outstanding Principal Amount to exceed the Series 2006-1 Class A-1 Maximum Principal Amount, will have any obligation whatsoever hereunder or under any other Related Document with respect to any such Letter of Credit and (y) the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application to be processed and the certificates, documents and other papers and information delivered in connection therewith in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Servicer (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Trustee and the Series 2006-1 Insurer, written notice of the issuance of each Letter of Credit (including the amount thereof).

(d) The Co-Issuers shall jointly and severally pay to the Administrative Agent for the ratable account of the Committed Note Purchasers fees (the “L/C Monthly Insured Fees”) with respect to each Letter of Credit at a per annum rate equal to 0.50% calculated on the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit or if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) during the applicable Interest Period payable in arrears on each Payment Date in accordance with the applicable provisions of the Indenture.

(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the following amounts for the account of the applicable L/C Issuing Bank: (i) fronting fees (the “L/C Fronting Fees”) with respect to each Letter of Credit issued by it at a per annum rate equal to 0.125% calculated on the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit or if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) during the applicable Interest Period, payable in arrears on each Payment Date in accordance with the applicable provisions of the Indenture and (ii) such normal and customary costs and expenses as are incurred or charged by the L/C Issuing Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit and separately charged to account parties (the “L/C Additional Charges”). Subject to the Priority of Payments, the L/C Additional Charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

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(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.

(g) The Co-Issuers may, upon three Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.

(h) The L/C Provider shall have the right to satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder either by issuing such Letter of Credit itself or by causing another Person selected by the L/C Provider to issue such Letter of Credit (the L/C Provider in its capacity as the issuer of such Letter of Credit or such other Person selected by the L/C Provider being referred to as the “L/C Issuing Bank”); provided that the L/C Issuing Bank is a U.S. commercial bank that has, at the time of such issuance, (i) a short-term certificate of deposit rating of not less than “P-1” from Moody’s and “A-1” from S&P and (ii) a long-term unsecured debt rating of not less than “Aa1” from Moody’s and “A+” from S&P.

(i) No Letter of Credit shall be denominated in any currency other than Dollars.

SECTION 2.08 L/C Reimbursement Obligations.

(a) For the purpose of reimbursing the payment of any draft presented under any Letter of Credit, the Co-Issuers jointly and severally agree to pay the L/C Provider for its own account (if it has already reimbursed the applicable L/C Issuing Bank for the payment of such draft) or for the account of the L/C Issuing Bank, as applicable, on the first Business Day after the Business Day on which the L/C Provider notifies the Co-Issuers and the Administrative Agent by 10:00 a.m. (New York time) (or, on the second Business Day after the Business Day on which the L/C Provider notifies the Co-Issuers and the Administrative Agent after 10:00 a.m. (New York time)) (and in each case the Administrative Agent shall promptly, and in any event by 4:00 p.m. (New York time) on the same Business Day as its receipt of the same, notify the Funding Agents) of the date, the amount of such draft and an amount in Dollars equal to the sum of (i) the amount of such draft so paid (the “L/C Reimbursement Amount”) and (ii) any taxes, fees, charges or other costs or expenses (collectively, the “L/C Other Reimbursement Costs”) incurred by the L/C Issuing Bank in connection with such payment. Each drawing under any Letter of Credit shall (unless an Event of Bankruptcy shall have occurred and be continuing with respect to any Co-Issuer or the Guarantor, in which cases the procedures specified in Section 2.09 for funding by Committed Note Purchasers shall apply) constitute a request by the Co-Issuers to the Administrative Agent and each Funding Agent for a Borrowing pursuant to Section 2.02 in the amount of the

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applicable L/C Reimbursement Amount, and the Co-Issuers shall be deemed to have made such request pursuant to the procedures set forth in Section 2.03. The applicable Investors in each Investor Group hereby agree to make Advances in an aggregate amount for each Investor Group equal to such Investor Group’s Commitment Percentage of the L/C Reimbursement Amount to pay the L/C Provider. The Borrowing date with respect to such Borrowing shall be the first date on which a Borrowing could be made pursuant to Section 2.02 if the Administrative Agent had received a notice of such Borrowing at the time the Administrative Agent receives notice from the L/C Provider of such drawing under such Letter of Credit. Such Investors shall make the amount of such Advances available to the Administrative Agent in immediately available funds not later than 3:00 p.m. (New York time) on such Borrowing date and the proceeds of such Advances shall be immediately made available by the Administrative Agent to the L/C Provider for application to the reimbursement of such drawing.

(b) The Co-Issuers’ obligations under Section 2.08(a) shall be absolute and unconditional, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances and irrespective of (i) any setoff, counterclaim or defense to payment that the Co-Issuers may have or have had against the L/C Provider, the L/C Issuing Bank, any beneficiary of a Letter of Credit or any other Person, (ii) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (iii) payment by the L/C Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) payment by the L/C Issuing Bank under a Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under the Bankruptcy Code or any other liquidation, conservatorship, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of any jurisdictions or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(b), constitute a legal or equitable discharge of, or provide a right of setoff against, any Co-Issuer’s obligations hereunder. The Co-Issuers also agree that the L/C Provider and the L/C Issuing Bank shall not be responsible for, and the Co-Issuers’ Reimbursement Obligations under Section 2.08(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Co-Issuers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Co-Issuers against any beneficiary of such Letter of Credit or any such transferee. Neither the L/C Provider nor the L/C Issuing Bank shall be liable for any error, omission, interruption, loss or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Co-Issuers to the extent permitted by applicable law) caused by errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C

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Provider or the L/C Issuing Bank, as the case may be. The Co-Issuers agree that any action taken or omitted by the L/C Provider or the L/C Issuing Bank, as the case may be, under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the UCC of the State of New York, shall be binding on the Co-Issuers and shall not result in any liability of the L/C Provider or the L/C Issuing Bank to the Co-Issuers. As between the Co-Issuers and the L/C Issuing Bank, the Co-Issuers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to such beneficiary’s or transferee’s use of any Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the Co-Issuers agree with the L/C Issuing Bank that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the L/C Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(c) If any draft shall be presented for payment under any Letter of Credit, the L/C Provider shall promptly notify the Co-Issuers and the Administrative Agent of the date and amount thereof. The responsibility of the applicable L/C Issuing Bank to the Co-Issuers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit and, in paying such draft, such L/C Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person(s) executing or delivering any such document.

SECTION 2.09 L/C Participations.

(a) The L/C Provider irrevocably agrees to grant and hereby grants to each Committed Note Purchaser, and, to induce the L/C Provider to provide Letters of Credit hereunder (and, if the L/C Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the L/C Provider, on the terms and conditions set forth below, for such Committed Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s obligations and rights under and in respect of each Letter of Credit provided hereunder and the L/C Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with the L/C Provider that, if a draft is paid under any Letter of Credit for which the L/C Provider is not paid in full by the Co-Issuers in accordance with the terms of this Agreement, such Committed

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Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Provider an amount equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Reimbursement Amount with respect to such draft, or any part thereof, that is not so paid.

(b) If any amount required to be paid by any Committed Note Purchaser to the Administrative Agent for forwarding to the L/C Provider pursuant to Section 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the L/C Provider within three Business Days after the date such payment is due, such Committed Note Purchaser shall pay to the Administrative Agent for forwarding to the L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Committed Note Purchaser pursuant to Section 2.09(a) is not made available to the Administrative Agent for forwarding to the L/C Provider by such Committed Note Purchaser within three Business Days after the date such payment is due, the L/C Provider shall be entitled to recover from such Committed Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of the L/C Provider submitted to any Committed Note Purchaser with respect to any amounts owing under this Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. Such amounts payable under this Section 2.09(b) shall be paid without any deduction for any withholding taxes.

(c) Whenever, at any time after payment has been made under any Letter of Credit and the L/C Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with Section 2.09(a), the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Co-Issuers or otherwise, including proceeds of collateral applied thereto by the L/C Provider), or any payment of interest on account thereof, the Administrative Agent or the L/C Provider, as the case may be, will distribute to such Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or the L/C Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it.

(d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Co-Issuers may have against the L/C Provider, any L/C Issuing Bank, the Co-Issuers or any other Person for any reason

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whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

ARTICLE III

INTEREST AND FEES

SECTION 3.01 Interest.

(a) Each Advance funded or maintained by a Conduit Investor through the issuance of Commercial Paper shall bear interest at the CP Rate applicable to such Conduit Investor. Each Advance funded or maintained either by a Conduit Investor through means other than the issuance of Commercial Paper or by a Committed Note Purchaser or a Program Support Provider shall bear interest at (i) the Base Rate or (ii) if the required notice has been given pursuant to Section 3.01(b) with respect to such Advance for any Eurodollar Interest Period, the Eurodollar Rate applicable to such Eurodollar Interest Period for such Advance, in each case except as otherwise provided in the definition of Eurodollar Interest Period or in Section 3.03 or 3.04. By (x) 11:00 a.m. (New York time) on the second Business Day preceding each Accounting Date, each Funding Agent shall notify the Administrative Agent of the applicable CP Rate for each Advance made by its Investor Group that was funded or maintained through the issuance of Commercial Paper and is outstanding during all or any portion of the Interest Period ending immediately prior to such Accounting Date and (y) 3:00 p.m. on such date, the Administrative Agent shall notify the Co-Issuers, the Servicer and the Funding Agents of such applicable CP Rate and of the applicable interest rate for each other Advance for such Interest Period.

(b) With respect to any Advance (other than one funded or maintained by a Conduit Investor through the issuance of Commercial Paper), so long as no Potential Rapid Amortization Period, Rapid Amortization Period, Default or Event of Default has commenced and is continuing, the Co-Issuers may elect that such Advance bear interest at the Eurodollar Rate for any Eurodollar Interest Period while such Advance is outstanding to the extent provided in Section 3.01(a) by giving notice thereof to the Funding Agents and the Administrative Agent prior to 12:00 p.m. (New York time) on the date that is three Eurodollar Business Days prior to the commencement of such Eurodollar Interest Period. If such notice is not given by such time on such date, such Advance shall bear interest at the Base Rate. Each such conversion to or continuation of Eurodollar Advances for a new Eurodollar Interest Period in accordance with this Section 3.01(b) shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof.

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(c) Any outstanding Swingline Loans and Unreimbursed L/C Drawings shall bear interest at the Base Rate. By (x) 11:00 a.m. (New York time) on the second Business Day preceding each Accounting Date, the Swingline Lender shall notify the Administrative Agent in reasonable detail of the amount of interest accrued on any Swingline Loans during the Interest Period ending on such date and the L/C Provider shall notify the Administrative Agent in reasonable detail of the amount of interest accrued on any Unreimbursed L/C Drawings during such Interest Period and the amount of fees accrued on any Undrawn L/C Face Amounts during such Interest Period and (y) 3:00 p.m. on such date, the Administrative Agent shall notify the Co-Issuers and the Servicer of the amount of such accrued interest and fees as set forth in such notices.

(d) All accrued interest pursuant to Section 3.01(a) or (c) shall be due and payable in arrears on each Payment Date in accordance with the applicable provisions of the Indenture.

(e) In addition, under the circumstances set forth in Section 3.4 of the Series 2006-1 Supplement, the Co-Issuers shall jointly and severally pay monthly interest in respect of the Series 2006-1 Class A-1 Outstanding Principal Amount in an amount equal to the Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest payable pursuant to such Section 3.4, which interest shall not be insured by the Series 2006-1 Insurer or any other Person.

(f) All computations of interest at the CP Rate and the Eurodollar Rate, all computations of Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest (other than any accruing on any Base Rate Advances) and all computations of fees shall be made on the basis of a year of 360 days and the actual number of days elapsed. All computations of interest at the Base Rate and all computations of Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest accruing on any Base Rate Advances shall be made on the basis of a 365 (or 366, as applicable) day year and actual number of days elapsed. Whenever any payment of interest, principal or fees hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest owed. Interest shall accrue on each Advance, Swingline Loan and Unreimbursed L/C Drawing from and including the day on which it is made to but excluding the date of repayment thereof.

SECTION 3.02 Fees.

(a) The Co-Issuers jointly and severally shall pay to the Administrative Agent for its own account an annual fee of $100,000, payable monthly in advance in (i) a pro-rated installment of $16,666.70 on the Series 2006-1 Closing Date and (ii) installments of $8,333.33 each on each Payment Date occurring in any month other than December thereafter and $8,333.34 each on each Payment Date occurring in December thereafter (collectively, the “Administrative Agent Fees”).

(b) On each Payment Date on or prior to the Commitment Termination Date, the Co-Issuers jointly and severally shall, in accordance with Section 4.01, pay to

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each Funding Agent, for the account of the related Committed Note Purchaser(s), undrawn commitment fees (the “Undrawn Commitment Fees”) equal to 0.22% per annum of the related Investor Group’s Commitment Percentage of the daily average amount by which (i) the aggregate Commitment Amounts exceed (ii) the sum of (x) the aggregate principal amount outstanding of all Advances plus (y) all L/C Obligations then outstanding during the related Interest Period, payable in arrears in accordance with the applicable provisions of the Indenture. For the avoidance of doubt, for purposes of calculating the Undrawn Commitment Fees only, no portion of the Commitments shall be deemed drawn as a result of any outstanding Swingline Loans.

(c) The Co-Issuers jointly and severally shall pay the fees required pursuant to Section 2.07 in respect of Letters of Credit.

(d) All fees payable pursuant to this Section 3.02 shall be calculated in accordance with Section 3.01(f) and paid on the date due in accordance with the applicable provisions of the Indenture. Once paid, all fees shall be nonrefundable under all circumstances.

SECTION 3.03 Eurodollar Lending Unlawful. If any Investor or Program Support Provider shall determine that any Change in Law makes it unlawful, or any Official Body asserts that it is unlawful, for any such Person to fund or maintain any Advance as a Eurodollar Advance, the obligation of such Person to fund or maintain any such Advance as a Eurodollar Advance shall, upon such determination, forthwith be suspended until such Person shall notify the Administrative Agent, the related Funding Agent and the Co-Issuers that the circumstances causing such suspension no longer exist, and all then-outstanding Eurodollar Advances of such Person shall be automatically converted into Base Rate Advances at the end of the then-current Eurodollar Interest Period with respect thereto or sooner, if required by such law or assertion.

SECTION 3.04 Deposits Unavailable. If the Administrative Agent shall have determined that:

(a) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to the Eurodollar Advances; or

(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the Eurodollar Interest Period for which has not then commenced, Investor Groups holding in the aggregate more than 50% of the Eurodollar Advances have determined that such interest rate will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Period,

then, upon notice from the Administrative Agent (which, in the case of clause (b) above, the Administrative Agent shall give upon obtaining actual knowledge that such percentage of the Investor Groups have so determined) to the Funding Agents and the Co-Issuers, the obligations of the Investors to fund or maintain any Advance as a

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Eurodollar Advance after the end of the then-current Eurodollar Interest Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has notified the Funding Agents and the Co-Issuers that the circumstances causing such suspension no longer exist.

SECTION 3.05 Increased Costs, etc. The Co-Issuers jointly and severally agree to reimburse each Investor and any Program Support Provider (each, an “Affected Person”, which term, for purposes of Sections 3.07 and 3.08, shall also include the Swingline Lender and the L/C Issuing Bank) for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Affected Person, including reductions in the rate of return on such Affected Person’s capital, in respect of funding or maintaining (or of its obligation to fund or maintain) any Advances as Eurodollar Advances that arise in connection with any Changes in Law, except for such Changes in Law with respect to increased capital costs and Taxes which shall be governed by Sections 3.07 and 3.08, respectively (whether or not amounts are payable thereunder in respect thereof). Each such demand shall be provided to the related Funding Agent and the Co-Issuers in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Affected Person for such increased cost or reduced amount of return. Such additional amounts (“Increased Costs”) shall be payable by the Co-Issuers to such Funding Agent and by such Funding Agent directly to such Affected Person within five Business Days of the Co-Issuers’ receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Co-Issuers; provided that with respect to any notice given to the Co-Issuers under this Section 3.05 the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is 180 days prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions in the rate of return; provided further that the foregoing limitation shall not apply to any increased costs or reductions in rate of return arising out of any retroactive application of any Change in Law within such 180-day period.

SECTION 3.06 Funding Losses. In the event any Affected Person shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to fund or maintain any portion of the principal amount of any Advance as a Eurodollar Advance) as a result of:

(a) any conversion, repayment, prepayment or redemption (for any reason, including, without limitation, as a result of any Decrease or the acceleration of the maturity of such Eurodollar Advance) of the principal amount of any Eurodollar Advance on a date other than the scheduled last day of the Eurodollar Interest Period applicable thereto;

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(b) any Advance not being funded or maintained as a Eurodollar Advance after a request therefor has been made in accordance with the terms contained herein; or

(c) any failure of the Co-Issuers to make a Decrease, prepayment or redemption with respect to any Eurodollar Advance after giving notice thereof pursuant to the applicable provisions of the Series 2006-1 Supplement;

then, upon the written notice of any Affected Person to the related Funding Agent and the Co-Issuers, the Co-Issuers jointly and severally shall pay to such Funding Agent and such Funding Agent shall pay directly to such Affected Person, within five Business Days of its receipt thereof, such amount (“Breakage Amount” or “Series 2006-1 Class A-1 Breakage Amount”) as will (in the reasonable determination of such Affected Person) reimburse such Affected Person for such loss or expense; provided that with respect to any notice given to the Co-Issuers under this Section 3.06 the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is 180 days prior to such notice if the relevant Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Co-Issuers.

SECTION 3.07 Increased Capital Costs. If any Change in Law affects or would affect the amount of capital required or reasonably expected to be maintained by any Affected Person or any Person controlling such Affected Person and such Affected Person determines in its sole and absolute discretion that the rate of return on its or such controlling Person’s capital as a consequence of its commitment hereunder or under a Program Support Agreement or the Advances, Swingline Loans or Letters of Credit made or issued by such Affected Person is reduced to a level below that which such Affected Person or such controlling Person would have achieved but for the occurrence of any such circumstance, then, in any such case after notice from time to time by such Affected Person (or in the case of an L/C Issuing Bank, by the L/C Provider) to the related Funding Agent and the Co-Issuers (or, in the case of the Swingline Lender or the L/C Provider, to the Co-Issuers), the Co-Issuers jointly and severally shall pay to such Funding Agent (or, in the case of the Swingline Lender or the L/C Provider, directly to such Person) and such Funding Agent shall pay to such Affected Person, within five Business Days of the Co-Issuers’ receipt of such notice, such amounts (“Increased Capital Costs”) as will be sufficient to compensate such Affected Person or such controlling Person for such reduction in rate of return; provided that with respect to any notice given to the Co-Issuers under this Section 3.07 the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is 180 days prior to such notice if the relevant Affected Person knew or could reasonably have been expected to know of the Change in Law; provided further that the foregoing limitation shall not apply to any increased costs or reductions in rate of return arising out of any retroactive application of any Change in Law within such 180-day period. A statement of such Affected Person as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error,

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shall be conclusive and binding on the Co-Issuers. In determining such additional amount, such Affected Person may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable so long as it applies such method to other similar transactions.

SECTION 3.08 Taxes

(a) Except as otherwise required by law, all payments by the Co-Issuers of principal of, and interest on, the Advances, the Swingline Loans and the L/C Obligations and all other amounts payable hereunder (including fees) shall be made free and clear of and without deduction or withholding for or on account of any present or future income, excise, documentary, property, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges in the nature of a tax imposed by any taxing authority including all interest, penalties or additions to tax and other liabilities with respect thereto (all such taxes, fees, duties, withholdings and other charges, and including all interest, penalties or additions to tax and other liabilities with respect thereto, being called “Class A-1 Taxes”), but excluding in the case of any Affected Person (i) net income, franchise (imposed in lieu of net income) or similar Class A-1 Taxes (and including branch profits or alternative minimum Class A-1 Taxes) and any other Class A-1 Taxes imposed or levied on the Affected Person as a result of a connection between the Affected Person and the jurisdiction of the governmental authority imposing such Class A-1 Taxes or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Affected Person having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Related Document) and (ii) with respect to any Affected Person organized under the laws of a jurisdiction other than the United States or any state of the United States (“Foreign Affected Person”), any withholding tax that is imposed on amounts payable to the Foreign Affected Person at the time the Foreign Affected Person becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Affected Person (or its assignor, if any) was already entitled, at the time of the designation of the new lending office (or assignment), to receive additional amounts from the Co-Issuers with respect to withholding tax (such Class A-1 Taxes not excluded by (i) and (ii) above being called “Non-Excluded Taxes”). If any Class A-1 Taxes are imposed and required by law to be deducted from any amount payable by the Co-Issuers hereunder to an Affected Person, then (x) if such Class A-1 Taxes are Non-Excluded Taxes, the amount of the payment shall be increased so that such payment is made, after withholding or deduction for or on account of such Non-Excluded Taxes, in an amount that is not less than the amount provided for hereunder and (y) the Co-Issuers shall withhold the amount of such Class A-1 Taxes from such payment (as increased, if applicable, pursuant to the preceding clause (x)) and shall pay such amount to the taxing authority imposing such Class A-1 Taxes in accordance with applicable law.

(b) Moreover, if any Non-Excluded Taxes are directly asserted against any Affected Person or its agent with respect to any payment received by such Affected Person or its agent from the Co-Issuers or otherwise in respect of any Related Document or the transactions contemplated therein, such Affected Person or its agent may pay such Non-Excluded Taxes and the Co-Issuers will jointly and severally, within five Business

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Days of any Co-Issuer’s receipt of written notice stating the amount of such Non-Excluded Taxes (including the calculation thereof in reasonable detail), pay such additional amounts (collectively, “Increased Tax Costs,” which term shall include all amounts payable by or on behalf of any Co-Issuer pursuant to this Section 3.08) as is necessary in order that the net amount received by such Affected Person or agent after the payment of such Non-Excluded Taxes (including any Non-Excluded Taxes on such additional amount) shall equal the amount such Person would have received had no such Non-Excluded Taxes been asserted. Any amount payable to an Affected Person under this Section 3.08 shall be reduced by, and Increased Tax Costs shall not include, the amount of incremental damages (including Taxes) due or payable by any Co-Issuer as a direct result of such Affected Person’s failure to demand from the Co-Issuers additional amounts pursuant to this Section 3.08 within 180 days from the date on which the related Non-Excluded Taxes were incurred.

(c) As promptly as practicable after the payment of any Class A-1 Taxes, and in any event within thirty days of any such payment being due, the Co-Issuers shall furnish to each applicable Affected Person or its agents a certified copy of an official receipt (or other documentary evidence satisfactory to such Affected Person and agents) evidencing the payment of such Class A-1 Taxes. If the Co-Issuers fail to pay any Class A-1 Taxes when due to the appropriate taxing authority or fail to remit to the Affected Persons or their agents the required receipts (or such other documentary evidence), the Co-Issuers shall jointly and severally indemnify each Affected Person and its agents for any Non-Excluded Taxes that may become payable by any such Affected Person or its agents as a result of any such failure. For purposes of this Section 3.08, a distribution hereunder by the agent for the relevant Affected Person shall be deemed a payment by the Co-Issuers.

(d) Each Affected Person (other than any Affected Person that is not a Foreign Affected Person and is a corporation for federal tax purposes whose name contains any of the following: Incorporated, Inc., Corporation, Corp., P.C., Insurance Company, Reinsurance Company or Assurance Company) on or prior to the date it becomes a party to this Agreement (and from time to time thereafter as soon as practicable after the obsolescence, expiration or invalidity of any form or document previously delivered) and to the extent permissible under then current law, shall deliver to any Co-Issuer (or to more than one Co-Issuer, as the Co-Issuers may reasonably request), a United States Internal Revenue Service Form W-8BEN, Form W-8ECI, Form W-8IM4 or Form W-9, as applicable, or applicable successor form, or such other forms or documents (or successor forms or documents), appropriately completed and executed, as may be applicable to establish the extent to which a payment to such Affected Person is exempt from withholding or deduction of United States federal withholding taxes. At the times prescribed in the preceding sentence, each Affected Person shall deliver to any Co-Issuer (or to more than one Co-Issuer, as the Co-Issuers may reasonably request), any other forms or documents (or successor forms or documents), appropriately completed and executed, as may be applicable to establish the extent to which a payment to such Affected Person is exempt from withholding or deduction of Non-Excluded Taxes other than United States federal withholding taxes. The Co-Issuers shall not be required to pay any increased amount under Section 3.08(a) or Section 3.08(b) to an Affected Person in

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respect of the withholding or deduction of United States federal withholding taxes or other Non-Excluded Taxes imposed as the result of the failure or inability (other than as a result of a Change in Law) of such Affected Person to comply with the requirements set forth in this Section 3.08(d). The Co-Issuers may rely on any form or document provided pursuant to this Section 3.08(d) until notified otherwise by the Affected Person that delivered such form or document.

(e) If an Affected Person determines, in its sole reasonable discretion, that it has received a refund of any Non-Excluded Taxes as to which it has been indemnified pursuant to this Section 3.08 or as to which it has been paid additional amounts pursuant to this Section 3.08, it shall promptly notify a Co-Issuer in writing of such refund and shall, within 30 days after receipt of a written request from the Co-Issuers, pay over such refund to a Co-Issuer (but only to the extent of indemnity payments made or additional amounts paid to such Affected Person under this Section 3.08 with respect to the Non-Excluded Taxes giving rise to such refund), net of all out-of-pocket expenses (including the net amount of Taxes, if any, imposed on or with respect to such refund or payment) of the Affected Person and without interest (other than any interest paid by the relevant taxing authority that is directly attributable to such refund of such Non-Excluded Taxes); provided that the Co-Issuers, immediately upon the request of the Affected Person to any Co-Issuer (which request shall include a calculation in reasonable detail of the amount to be repaid), agree to repay the amount of the refund (and any applicable interest) (plus any penalties, interest or other charges imposed by the relevant taxing authority with respect to such amount) to the Affected Person in the event the Affected Person or any other Person is required to repay such refund to such taxing authority. This Section 3.08 shall not be construed to require the Affected Person to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Co-Issuers or any other Person.

SECTION 3.09 Change of Lending Office. Each Committed Note Purchaser agrees that, upon the occurrence of any event giving rise to the operation of Section 3.05 or 3.07 or the payment of additional amounts to it under Section 3.08(a) or (b) with respect to such Committed Note Purchaser, it will, if requested by the Co-Issuers, use reasonable efforts (subject to overall policy considerations of such Committed Note Purchaser) to designate another lending office for any Advances affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Committed Note Purchaser, cause such Committed Note Purchaser and its lending office(s) or its related Conduit Investor to suffer no economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 3.09 shall affect or postpone any of the obligations of the Co-Issuers or the rights of any Committed Note Purchaser pursuant to Section 3.05, 3.07 and 3.08. If a Committed Note Purchaser notifies the Co-Issuers in writing that such Committed Note Purchaser will be unable to designate another lending office, the Co-Issuers may replace every member (but not any subset thereof) of such Committed Note Purchaser’s entire Investor Group by giving written notice to each member of such Investor Group and the Administrative Agent designating one or more Persons that are willing and able to purchase each member of

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such Investor Group’s rights and obligations under this Agreement for a purchase price that with respect to each such member of such Investor Group will equal the amount owed to each such member of such Investor Group with respect to the Series 2006-1 Class A-1 Advance Notes (whether arising under the Indenture, this Agreement, the Series 2006-1 Class A-1 Advance Notes or otherwise). Upon receipt of such written notice, each member of such Investor Group shall assign its rights and obligations under this Agreement pursuant to and in accordance with Sections 9.17(a), (b) and (c), as applicable, in consideration for such purchase price and at the reasonable expense of the Co-Issuers (including, without limitation, the reasonable documented fees and out-of-pocket expenses of counsel to each such member); provided, however, that no member of such Investor Group shall be obligated to assign any of its rights and obligations under this Agreement if the purchase price to be paid to such member is not at least equal to the amount owed to such member with respect to the Series 2006-1 Class A-1 Advance Notes (whether arising under the Indenture, this Agreement, the Series 2006-1 Class A-1 Advance Notes or otherwise).

ARTICLE IV

OTHER PAYMENT TERMS

SECTION 4.01 Time and Method of Payment. Except as otherwise provided in Section 4.02, all amounts payable to any Funding Agent or Investor hereunder or with respect to the Series 2006-1 Class A-1 Advance Notes shall be made to the Administrative Agent for the benefit of the applicable Person, by wire transfer of immediately available funds in Dollars not later than 1:00 p.m. (New York time) on the date due. The Administrative Agent will promptly, and in any event by 5:00 p.m. (New York time) on the same Business Day as its receipt or deemed receipt of the same, distribute to the applicable Funding Agent for the benefit of the applicable Person, or upon the order of the applicable Funding Agent for the benefit of the applicable Person, its pro rata share (or other applicable share as provided herein) of such payment by wire transfer in like funds as received. Except as otherwise provided in Section 4.02, all amounts payable to the Swingline Lender or the L/C Provider hereunder or with respect to the Swingline Loans and L/C Obligations shall be made to or upon the order of the Swingline Lender or the L/C Provider, respectively, by wire transfer of immediately available funds in Dollars not later than 1:00 p.m. (New York time) on the date due. Any funds received after that time will be deemed to have been received on the next Business Day. The Co-Issuers’ obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Co-Issuers to the Administrative Agent as provided herein or by the Trustee in accordance with Section 4.02 whether or not such funds are properly applied by such Administrative Agent or by the Trustee. The Administrative Agent’s obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Administrative Agent to the applicable Funding Agent as provided herein whether or not such funds are properly applied by such Funding Agent.

SECTION 4.02 Order of Distributions. Any amounts deposited into the Series 2006-1 Class A-1 Distribution Account in respect of accrued interest, letter of

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credit fees or undrawn commitment fees shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture and in the manner provided therein, to the Series 2006-1 Class A-1 Noteholders of record on the applicable Record Date, ratably in proportion to the respective amounts due to such payees at each applicable level of the Priority of Payments in accordance with the applicable Monthly Servicer’s Certificate, the applicable written report provided to the Trustee under the Series 2006-1 Supplement or as provided in Section 3.3(b) of the Series 2006-1 Supplement. Any amounts deposited into the Series 2006-1 Class A-1 Distribution Account in respect of outstanding principal or face amounts shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture and in the manner provided therein, to the Series 2006-1 Class A-1 Noteholders of record on the applicable Record Date, in the following order of priority in accordance with the applicable Monthly Servicer’s Certificate, the applicable written report provided to the Trustee under the Series 2006-1 Supplement or as provided in Section 3.3(b) of the Series 2006-1 Supplement: first, to the Swingline Lender and the L/C Provider in respect of outstanding Swingline Loans and Unreimbursed L/C Drawings, ratably in proportion to the respective amounts due to such payees; second, to the other Series 2006-1 Class A-1 Noteholders in respect of their outstanding Advances, ratably in proportion thereto; and, third, any balance remaining of such amounts (up to an aggregate amount not to exceed the amount of Undrawn L/C Face Amounts at such time) shall be paid to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03. Any amounts distributed to the Administrative Agent pursuant to the Priority of Payments in respect of any other amounts shall be distributed by the Administrative Agent in accordance with Section 4.01 on the date such amounts are due and payable hereunder to the applicable Series 2006-1 Class A-1 Noteholders and/or the Administrative Agent for its own account, as applicable, ratably in proportion to the respective aggregate of such amounts due to such payees.

SECTION 4.03 L/C Cash Collateral. All amounts to be deposited in a cash collateral account pursuant to Section 4.02 shall be held by the L/C Provider as collateral to secure the Co-Issuers’ Reimbursement Obligations with respect to any outstanding Letters of Credit. The L/C Provider shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposit in Permitted Investments, which investments shall be made at the written direction, and at the risk and expense of, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion of the L/C Provider), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and all Taxes on such amounts shall be payable by the Co-Issuers. Moneys in such account shall automatically be applied by such L/C Provider to reimburse it for any Unreimbursed L/C Drawings. Upon expiration of all then-outstanding Letters of Credit and payment in full of all Unreimbursed L/C Drawings, any balance remaining in such account shall be paid over (i) if the Base Indenture and any Series Supplement remain in effect, to the Trustee to be deposited into the Collection Account and distributed in accordance with the terms of the Base Indenture and (ii) otherwise to the Master Issuer.

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ARTICLE V

THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS

SECTION 5.01 Authorization and Action of the Administrative Agent. Each of the Lender Parties and the Funding Agents hereby designates and appoints Lehman Commercial Paper Inc. as the Administrative Agent hereunder, and hereby authorizes the Administrative Agent to take such actions as agent on their behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender Party or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Lender Parties and the Funding Agents and does not assume nor shall it be deemed to have assumed any obligation or relationship of trust or agency with or for the Co-Issuers or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or any Requirement of Law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of the Series 2006-1 Class A-1 Notes and all other amounts owed by the Co-Issuers hereunder to the Administrative Agent, all members of the Investor Groups, the Swingline Lender and the L/C Provider (the “Aggregate Unpaids”) and termination in full of all Commitments and the Swingline Commitment and the L/C Commitment.

SECTION 5.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it in good faith.

SECTION 5.03 Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any Lender Party or any Funding Agent for any recitals, statements, representations or warranties made by the Co-Issuers contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of any Co-Issuer to perform its obligations hereunder, or for the

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satisfaction of any condition specified in Article VII. The Administrative Agent shall not be under any obligation to any Investor or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Co-Issuers. The Administrative Agent shall not be deemed to have knowledge of any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default unless the Administrative Agent has received notice of such event from any Co-Issuer, any Lender Party or any Funding Agent.

SECTION 5.04 Reliance. The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Co-Issuers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of any Lender Party or any Funding Agent as it deems appropriate or it shall first be indemnified to its satisfaction by any Lender Party or any Funding Agent; provided that unless and until the Administrative Agent shall have received such advice, the Administrative Agent may take or refrain from taking any action, as the Administrative Agent shall deem advisable and in the best interests of the Lender Parties and the Funding Agents. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of Investor Groups holding more than 50% of the Commitments and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lender Parties and the Funding Agents.

SECTION 5.05 Non-Reliance on the Administrative Agent and Other Purchasers. Each of the Lender Parties and the Funding Agents expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of the Co-Issuers, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each of the Lender Parties and the Funding Agents represents and warrants to the Administrative Agent that it has and will, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Co-Issuers and made its own decision to enter into this Agreement.

SECTION 5.06 The Administrative Agent in its Individual Capacity. The Administrative Agent and any of its Affiliates may make loans to, accept deposits from, and generally engage in any kind of business with the Co-Issuers or any Affiliate of the Co-Issuers as though the Administrative Agent were not the Administrative Agent hereunder.

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SECTION 5.07 Successor Administrative Agent. The Administrative Agent may, upon 30 days notice to the Co-Issuers and each of the Lender Parties and the Funding Agents, and the Administrative Agent will, upon the direction of Investor Groups holding more than 75% of the Commitments, resign as Administrative Agent. If the Administrative Agent shall resign, then the Investor Groups holding more than 50% of the Commitments, during such 30-day period, shall appoint an Affiliate of a member of the Investor Groups as a successor administrative agent, subject to the consent of (i) the Co-Issuers at all times other than while an Event of Default has occurred and is continuing (which consent of the Co-Issuers shall not be unreasonably withheld) and (ii) the Series 2006-1 Insurer at all times other than while a Series 2006-1 Insurer Default has occurred and is continuing or the Series 2006-1 Policy is not in effect (which consent of the Series 2006-1 Insurer shall not be unreasonably withheld); provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met under this Section 5.07. If for any reason no successor Administrative Agent is appointed by the Investor Groups during such 30-day period, then effective upon the expiration of such 30-day period, the Co-Issuers shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, and for all purposes shall deal directly with the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, until such time, if any, as a successor administrative agent is appointed as provided above, and the Co-Issuers shall instruct the Trustee in writing accordingly. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

SECTION 5.08 Authorization and Action of Funding Agents. Each Investor is hereby deemed to have designated and appointed its related Funding Agent set forth next to such Investor’s name on Schedule I (or identified as such Investor’s Funding Agent pursuant to any applicable Assignment and Assumption Agreement or Investor Group Supplement) as the agent of such Person hereunder, and hereby authorizes such Funding Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Funding Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Funding Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the related Investor Group, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Funding Agent shall be read into this Agreement or otherwise exist for such Funding Agent. In performing its functions and duties hereunder, each Funding Agent shall act solely as agent for the related Investor Group and does not assume nor shall it be deemed to have assumed any obligation or relationship of trust or agency with or for the Co-Issuers, any of their successors or assigns or any other Person. Each Funding Agent shall not be required to take any action that exposes such Funding Agent to personal liability or that is contrary to

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this Agreement or any Requirement of Law. The appointment and authority of the Funding Agents hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids of the Investor Groups and the termination in full of all the Commitments.

SECTION 5.09 Delegation of Duties. Each Funding Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it in good faith.

SECTION 5.10 Exculpatory Provisions. Each Funding Agent and any of its directors, officers, agents or employees shall not be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to the related Investor Group for any recitals, statements, representations or warranties made by the Co-Issuers contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Co-Issuers to perform its obligations hereunder, or for the satisfaction of any condition specified in Article VII. Each Funding Agent shall not be under any obligation to the related Investor Group to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Co-Issuers. Each Funding Agent shall not be deemed to have knowledge of any Rapid Amortization Event, Default or Event of Default unless such Funding Agent has received notice of such event from any Co-Issuer or any member of the related Investor Group.

SECTION 5.11 Reliance. Each Funding Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of the Administrative Agent and legal counsel (including, without limitation, counsel to the Co-Issuers), independent accountants and other experts selected by such Funding Agent. Each Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the related Investor Group as it deems appropriate or it shall first be indemnified to its satisfaction by the related Investor Group; provided that unless and until such Funding Agent shall have received such advice, such Funding Agent may take or refrain from taking any action, as such Funding Agent shall deem advisable and in the best interests of the related Investor Group. Each Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the related Investor Group and such request and any action taken or failure to act pursuant thereto shall be binding upon the related Investor Group.

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SECTION 5.12 Non-Reliance on the Funding Agent and Other Purchasers. The related Investor Group expressly acknowledges that its Funding Agent and any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representations or warranties to it and that no act by such Funding Agent hereafter taken, including, without limitation, any review of the affairs of the Co-Issuers, shall be deemed to constitute any representation or warranty by such Funding Agent. The related Investor Group represents and warrants to such Funding Agent that it has and will, independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Co-Issuers and made its own decision to enter into this Agreement.

SECTION 5.13 The Funding Agent in its Individual Capacity. Each Funding Agent and any of its Affiliates may make loans to, accept deposits from, and generally engage in any kind of business with the Co-Issuers or any Affiliate of the Co-Issuers as though such Funding Agent were not a Funding Agent hereunder.

SECTION 5.14 Successor Funding Agent. Each Funding Agent will, upon the direction of the related Investor Group, resign as such Funding Agent. If such Funding Agent shall resign, then the related Investor Group shall appoint an Affiliate of a member of the related Investor Group as a successor funding agent (it being understood that such resignation shall not be effective until such successor is appointed). After any retiring Funding Agent’s resignation hereunder as Funding Agent, subject to the limitations set forth herein, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Funding Agent under this Agreement.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

SECTION 6.01 The Co-Issuers. The Co-Issuers jointly and severally represent and warrant to each Lender Party that:

(a) each of its representations and warranties in the Indenture and the other Related Documents (other than a Related Document relating solely to a Series of Notes other than the Series 2006-1 Notes) is true and correct;

(b) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing;

(c) neither they nor or any of their Affiliates, have, directly or through an agent, engaged in any form of general solicitation or general advertising in connection with the offering of the Series 2006-1 Class A-1 Notes under the

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Securities Act or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; provided that no representation or warranty is made with respect to the Lender Parties and their Affiliates; and none of the Co-Issuers nor any of their Affiliates has entered into any contractual arrangement with respect to the distribution of the Series 2006-1 Class A-1 Notes, except for this Agreement and the other Related Documents, and the Co-Issuers will not enter into any such arrangement;

(d) neither they nor any of their Affiliates have, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or will be integrated with the sale of the Series 2006-1 Class A-1 Notes in a manner that would require the registration of the Series 2006-1 Class A-1 Notes under the Securities Act;

(e) assuming the representations and warranties of each Lender Party set forth in Section 6.03 of this Agreement are true and correct, the offer and sale of the Series 2006-1 Class A-1 Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the Securities Act, and the Base Indenture is not required to be qualified under the Trust Indenture Act; and

(f) the Co-Issuers have furnished to the Administrative Agent and each Funding Agent true, accurate and complete copies of all other Related Documents (excluding Series Supplements and other Related Documents relating solely to a Series of Notes other than the Series 2006-1 Notes) to which it is a party as of the Series 2006-1 Closing Date, all of which Related Documents are in full force and effect as of the Series 2006-1 Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date, other than such amendments, modifications or waivers about which the Co-Issuers have informed each Funding Agent, the Swingline Lender and the L/C Provider.

SECTION 6.02 SISI. SISI represents and warrants to each Lender Party that each representation and warranty made by it in each Related Document (other than a Related Document relating solely to a Series of Notes other than the Series 2006-1 Notes) to which it is a party (including any representations and warranties made by it as Servicer) is true and correct in all material respects as of the date originally made, as of the date hereof and as of the Series 2006-1 Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

SECTION 6.03 Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers as of the date hereof (or, in the case of a successor or

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assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:

(a) it has had an opportunity to discuss the Co-Issuers’ and the Servicer’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Co-Issuers and the Servicer and their respective representatives;

(b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2006-1 Class A-1 Notes;

(c) it is purchasing the Series 2006-1 Class A-1 Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act with respect to the Series 2006-1 Class A-1 Notes;

(d) it understands that (i) the Series 2006-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 2006-1 Class A-1 Notes, (iii) any permitted transferee hereunder must be a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.1 of the Series 2006-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;

(e) it will comply with the requirements of Section 6.03(d) in connection with any transfer by it of the Series 2006-1 Class A-1 Notes;

(f) it understands that the Series 2006-1 Class A-1 Notes will bear the legend set out in the form of Series 2006-1 Class A-1 Notes attached to the Series 2006-1 Supplement and be subject to the restrictions on transfer described in such legend;

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(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2006-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and

(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit E hereto.

ARTICLE VII

CONDITIONS

SECTION 7.01 Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2006-1 Class A-1 Notes hereunder on the Series 2006-1 Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:

(a) the Base Indenture, the Series 2006-1 Supplement, the G&C Agreement and the other Related Documents shall be in full force and effect;

(b) the Series 2006-1 Policy shall have been executed and delivered to the Trustee and shall be in full force and effect;

(c) on the Series 2006-1 Closing Date, each Investor shall have received a letter, in form and substance reasonably satisfactory to it, from each of Moody’s and S&P stating that a long-term rating of “Aaa” (in the case of Moody’s) and “AAA” (in the case of S&P) has been assigned to the Series 2006-1 Class A-1 Notes;

(d) each Lender Party shall have received opinions of counsel, in each case dated as of the Series 2006-1 Closing Date and addressed to the Lender Parties, from:

(i) Shearman & Sterling LLP shall have furnished its written opinion, as counsel to the Co-Issuers, the Parent Companies and the Guarantor, substantially in the form of Exhibit D-1 hereto;

(ii) Shearman & Sterling LLP shall have furnished its written opinion, as counsel to the Co-Issuers, the Parent Companies and the Guarantor, substantially in the form of Exhibit D-2 hereto;

(iii) Shearman & Sterling LLP shall have furnished its written opinion, as counsel to the Co-Issuers, the Parent Companies and the Guarantor, substantially in the form of Exhibit D-3 hereto

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(iv) DLA Piper Rudnick Gray Cary LLP shall have furnished its written opinion, as franchise counsel to the Co-Issuers, the Parent Companies and the Guarantor, substantially in the form of Exhibit D-4 hereto;

(v) Potter Anderson & Corroon LLP shall have furnished its written opinion, as special Delaware counsel to Holdco, the Master Issuer, the Franchise Assets Holder, SRI Real Estate Holdco, the SRI Real Estate Assets Holder and the Guarantor (collectively, the “Delaware Entities,” and each a “Delaware Entity”), substantially in the form of Exhibit D-5 hereto;

(vi) Potter Anderson & Corroon LLP shall have furnished its written opinion, as special Delaware counsel to the Delaware Entities, substantially in the form of Exhibit D-6 hereto;

(vii) Adams Jones Law Firm, P.A. shall have furnished its written opinion, as special Kansas counsel to ADIC Holdco, New ADIC and the IP Holder, substantially in the form of Exhibit D-7 hereto;

(viii) Phillips McFall McCaffrey McVay & Murrah, P.C. shall have furnished its written opinion, as Oklahoma special counsel to SISI and SRI, substantially in the form of Exhibit D-8 hereto;

(ix) Thacher Proffitt & Wood LLP, shall have furnished its written opinion, as counsel to the Trustee, substantially in the form of Exhibit D-9 hereto;

(x) in-house counsel to the Series 2006-1 Insurer shall have furnished its written opinion substantially in the form of Exhibit D-10 hereto;

(xi) in-house counsel to the Performance Manager shall have furnished its written opinion substantially in the form of Exhibit D-11 hereto; and

(e) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Series 2006-1 Class A-1 Notes under the Indenture shall have been satisfied or waived by such Lender Party.

SECTION 7.02 Conditions to Initial Extensions of Credit. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, the initial Borrowing hereunder, and the obligations of the Swingline Lender and the L/C Provider to fund the initial Swingline Loan or provide the initial Letter of Credit hereunder, respectively, shall be subject to the satisfaction of the conditions precedent that (a) each Funding Agent shall have received a duly executed and authenticated Series 2006-1 Class A-1 Advance Note registered in its name or in such other name as shall have been directed by such Funding Agent and stating that the principal amount thereof shall not exceed the Maximum Investor Group Principal Amount of the related Investor Group, (b) each of the Swingline Lender and the L/C Provider shall have received a duly

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executed and authenticated Series 2006-1 Class A-1 Swingline Note or Series 2006-1 Class A-1 L/C Note, as applicable, registered in its name or in such other name as shall have been directed by it and stating that the principal amount thereof shall not exceed the Swingline Commitment or L/C Commitment, respectively, and (c) the Co-Issuers shall have paid all fees required to be paid by them on the Series 2006-1 Closing Date, including all fees required hereunder.

SECTION 7.03 Conditions to Each Extension of Credit. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing but excluding any Borrowings to repay Swingline Loans or L/C Obligations pursuant to Section 2.05, 2.06 or 2.08, as applicable), and the obligations of the Swingline Lender to fund any Swingline Loan (including the initial one) and of the L/C Provider to provide any Letter of Credit (including the initial one), respectively, shall be subject to the conditions precedent that on the date of such funding or provision, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true (without regard to any waiver, amendment or other modification of this Section 7.03 or any definitions used herein consented to by the Control Party unless Investors holding more than 50% of the Commitments have consented to such waiver, amendment or other modification for purposes of this Section 7.03); provided, however, that if a Rapid Amortization Event has occurred and been declared by the Control Party pursuant to Section 9.1(a), (b), (c) or (d) of the Base Indenture or if a Rapid Amortization Event has occurred pursuant to Section 9.1(e) of the Base Indenture, consent to such waiver, amendment or other modification from all Investors as well as the Control Party is required for purposes of this Section 7.03; and provided further that if the proviso to Section 9.01 is applicable to such waiver, amendment or other modification, then consent to such waiver, amendment or other modification from the Persons required by such proviso shall also be required for purposes of this Section 7.03):

(a) (i) the representations and warranties of the Co-Issuers set out in this Agreement and (ii) the representations and warranties of the Servicer set out in this Agreement, in each such case, shall be true and correct as of the date of such funding or issuance, with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);

(b) there shall be no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default or Series 2006-1 Cash Trapping Period in existence at the time of, or after giving effect to, such funding or issuance, and no Change of Control to which the Control Party has not provided its prior written consent;

(c) in the case of any Borrowing, the Co-Issuers shall have delivered or have been deemed to have delivered to the Administrative Agent an executed advance request in the form of Exhibit A hereto with respect to such Borrowing (each such request, an “Advance Request” or a “Series 2006-1 Class A-1 Advance Request”);

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(d) all conditions to such funding or provision specified in Section 2.02, 2.03, 2.06 or 2.07 of this Agreement, as applicable, shall have been satisfied; and

(e) the Series 2006-1 Policy shall be in full force and effect and no Series 2006-1 Insurer Default shall have occurred and be continuing.

The giving of any notice pursuant to Section 2.03, 2.06 or 2.07, as applicable, shall constitute a representation and warranty by the Co-Issuers and the Servicer that all conditions precedent to such funding or provision have been satisfied.

ARTICLE VIII

COVENANTS

SECTION 8.01 Covenants. Each of the Co-Issuers, jointly and severally, and the Servicer, severally, covenants and agrees that, until all Aggregate Unpaids have been paid in full and all Commitments, the Swingline Commitment and the L/C Commitment have been terminated, it will:

(a) duly and timely perform all of its covenants (both affirmative and negative) and obligations under each Related Document to which it is a party;

(b) not amend, modify, waive or give any approval, consent or permission under any provision of the Base Indenture or any other Related Document to which it is a party unless any such amendment, modification, waiver or other action is in writing and made in accordance with the terms of the Base Indenture or such other Related Document, as applicable;

(c) at the same time any report, notice or other document is provided to the Rating Agencies, the Series 2006-1 Insurer and/or the Trustee, or caused to be provided, by the Co-Issuers or the Servicer under the Base Indenture (including, without limitation, under Sections 8.8, 8.9 and/or 8.11 thereof), or under the Series 2006-1 Supplement or this Agreement, provide the Administrative Agent (who shall promptly provide a copy thereof to the Lender Parties) with a copy of such report, notice or other document; provided, however, that neither the Servicer nor the Co-Issuers shall have any obligation under this Section 8.01(c) to deliver to the Administrative Agent copies of any Monthly Noteholders’ Statements that relate solely to a Series of Notes other than the Series 2006-1 Notes;

(d) once per calendar year, following reasonable prior notice from the Administrative Agent (the “Annual Inspection Notice”), and during regular business hours, permit any one or more of such Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at the Co-Issuers’ expense, access (as a group, and not individually unless only one such Person desires such access) to the offices of the Servicer, the Co-Issuers and the Guarantor, (i) to

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examine and make copies of and abstracts from all documentation relating to the Collateral on the same terms as are provided to the Trustee under Section 8.6 of the Base Indenture, and (ii) to visit the offices and properties of the Servicer, the Co-Issuers and the Guarantor for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Collateral, or the administration and performance of the Base Indenture, the Series 2006-1 Supplement and the other Related Documents with any of the officers or employees of, the Servicer, the Co-Issuers and/or the Guarantor, as applicable, having knowledge of such matters; provided, however, that upon the occurrence and continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default or commencement and continuation of a Series 2006-1 Cash Trapping Period the Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at the Co-Issuers’ expense may do any of the foregoing at any time during normal business hours and without advance notice; provided, further, that, in addition to any visits made pursuant to provision of an Annual Inspection Notice or during the continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default, the Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at their own expense, may do any of the foregoing at any time during normal business hours following reasonable prior notice; and provided, further, that the Funding Agents, the Swingline Lender and the L/C Provider will be permitted to provide input to the Administrative Agent with respect to the timing of delivery, and content, of the Annual Inspection Notice.

(e) not take, or cause to be taken, any action, including, without limitation, acquiring any Margin Stock, that could cause the transactions contemplated by the Related Documents to fail to comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof;

(f) not permit any amounts owed with respect to the Series 2006-1 Class A-1 Notes to be secured, directly or indirectly, by any Margin Stock;

(g) promptly provide such additional financial and other information with respect to the Related Documents (other than Series Supplements and Related Documents relating solely to a Series of Notes other than the Series 2006-1 Notes), the Co-Issuers, the Servicer or the Guarantor as the Administrative Agent may from time to time reasonably request; and

(h) deliver to the Administrative Agent (who shall promptly provide a copy thereof to the Lender Parties), the financial statements prepared pursuant to Section 4.1 of the Base Indenture at the same time as the delivery of such statements under the Base Indenture.

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ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.01 Amendments. No amendment to or waiver or other modification of any provision of this Agreement, nor consent to any departure therefrom by the Servicer or the Co-Issuers, shall in any event be effective unless the same shall be in writing and signed by the Servicer, the Co-Issuers and the Series 2006-1 Insurer (or, if a Series 2006-1 Insurer Default has occurred and is continuing or the Series 2006-1 Policy is not in effect, the Administrative Agent with the consent of Investor Groups holding more than 50% of the Commitments; provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether such threshold percentage of Commitments has been met); provided, however, that, in addition, (i) the prior written consent of each affected Investor shall be required in connection with any amendment, modification or waiver that (x) increases the amount of the Commitment of such Investor, extends the Commitment Termination Date or the Series 2006-1 Anticipated Repayment Date, modifies the conditions to funding such Commitment or otherwise subjects such Investor to any increased or additional duties or obligations hereunder or in connection herewith, (y) reduces the amount or delays the timing of payment of any principal, interest, fees or other amounts payable to such Investor hereunder or (z) would have an effect comparable to any of those set forth in Section 12.2(a) of the Base Indenture that require the consent of each Noteholder or each affected Noteholder; (ii) any amendment, modification or waiver that affects the rights or duties of any of the Swingline Lender, the L/C Provider, the Administrative Agent or the Funding Agents shall require the prior written consent of such affected Person; and (iii) the prior written consent of each Investor, the Swingline Lender, the L/C Provider, the Administrative Agent and each Funding Agent shall be required in connection with any amendment, modification or waiver of this Section 9.01. For purposes of any provision of any other Indenture Document relating to any vote, consent, direction or the like to be given by the Series 2006-1 Class A-1 Noteholders, such vote, consent, direction or the like shall be given by the Holders of the Series 2006-1 Class A-1 Advance Notes only and not by the Holders of any Series 2006-1 Class A-1 Swingline Notes or Series 2006-1 Class A-1 L/C Notes except to the extent that such vote, consent, direction or the like is to be given by each affected Noteholder.

SECTION 9.02 No Waiver; Remedies. Any waiver, consent or approval given by any party hereto shall be effective only in the specific instance and for the specific purpose for which given, and no waiver by a party of any breach or default under this Agreement shall be deemed a waiver of any other breach or default. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder, or any abandonment or discontinuation of steps to enforce the right, power or privilege, preclude any other or further exercise thereof or the exercise of any other right. No notice to or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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SECTION 9.03 Binding on Successors and Assigns.

(a) This Agreement shall be binding upon, and inure to the benefit of, the Co-Issuers, the Servicer, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that none of the Co-Issuers nor the Servicer may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party; provided further that nothing herein shall prevent the Co-Issuers from assigning their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 2006-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.

(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.

(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time assign its rights in the Series 2006-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2006-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including, without limitation, an insurance policy for such Conduit Investor relating to the Commercial Paper or the Series 2006-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including, without limitation, an insurance policy relating to the Commercial Paper or the Series 2006-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 2006-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2006-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person to the extent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its

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Series 2006-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board or any similar foreign entity.

SECTION 9.04 Survival of Agreement. All covenants, agreements, representations and warranties made herein and in the Series 2006-1 Class A-1 Notes delivered pursuant hereto shall survive the making and the repayment of the Advances, the Swingline Loans and the Letters of Credit and the execution and delivery of this Agreement and the Series 2006-1 Class A-1 Notes and shall continue in full force and effect until all interest on and principal of the Series 2006-1 Class A-1 Notes, and all other amounts owed to the Lender Parties, the Funding Agents and the Administrative Agent hereunder and under the Series 2006-1 Supplement have been paid in full, all Letters of Credit have expired or been fully cash collateralized in accordance with the terms of this Agreement and the Commitments, the Swingline Commitment and the L/C Commitment have been terminated. In addition, the obligations of the Co-Issuers and the Lender Parties under Sections 3.05, 3.06, 3.07, 3.08, 9.05, 9.10 and 9.11 shall survive the termination of this Agreement.

SECTION 9.05 Payment of Costs and Expenses; Indemnification.

(a) Payment of Costs and Expenses. The Co-Issuers jointly and severally agree to pay, on the Series 2006-1 Closing Date (if invoiced on or before such date) or on or before five Business Days after written demand (in all other cases), all reasonable expenses of the Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, if any, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated, and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed. The Co-Issuers further jointly and severally agree to pay, and to hold the Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for (x) any breach by the Co-Issuers of their obligations under this Agreement, (y) all reasonable costs incurred by the Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 2006-1 Class A-1 Notes, (4) the provisions of any Letter of Credit hereunder or (5) any other Related Documents. The Co-Issuers also jointly and severally agree to reimburse the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent and such Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other of the Related Documents. Notwithstanding the foregoing, the Co-Issuers shall have no obligation to reimburse any Lender Party for any of the fees

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and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2006-1 Class A-1 Notes pursuant to Section 9.17.

(b) Indemnification of the Lender Parties. In consideration of the execution and delivery of this Agreement by the Lender Parties, the Co-Issuers hereby jointly and severally indemnify and hold each Lender Party and each of their officers, directors, employees and agents (collectively, the “Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2006-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to:

(i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance, Swingline Loan or Letter of Credit; or

(ii) the entering into and performance of this Agreement and any other Related Document by any of the Indemnified Parties,

except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross negligence, bad faith or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Co-Issuers hereby jointly and severally agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(b) shall in no event include indemnification for special, punitive, consequential or indirect damages of any kind or for any Taxes which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08 or for any transfer Taxes with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2006-1 Class A-1 Notes pursuant to Section 9.17. The Co-Issuers shall give notice to the Rating Agencies of any claim for Indemnified Liabilities made under this Section 9.05(b).

(c) Indemnification of the Administrative Agent and each Funding Agent.

(i) In consideration of the execution and delivery of this Agreement by the Administrative Agent and each Funding Agent, the Co-Issuers hereby jointly and severally indemnify and hold the Administrative Agent and each Funding Agent and each of their officers, directors, employees and agents (collectively, the “Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses,

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liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (irrespective of whether any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2006-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Related Document by any of the Agent Indemnified Parties, except for any such Agent Indemnified Liabilities arising for the account of a particular Agent Indemnified Party by reason of the relevant Agent Indemnified Party’s gross negligence, bad faith or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Co-Issuers hereby jointly and severally agree to make the maximum contribution to the payment and satisfaction of each of the Agent Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(c)(i) shall in no event include indemnification for special, punitive, consequential or indirect damages of any kind or for any Taxes which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08. The Co-Issuers shall give notice to the Rating Agencies of any claim for Agent Indemnified Liabilities made under this Section 9.05(c)(i).

(ii) In consideration of the execution and delivery of this Agreement by the Administrative Agent and the related Funding Agent, each Committed Note Purchaser, ratably according to its respective Commitment, hereby indemnifies and holds the Administrative Agent and each of its officers, directors, employees and agents (collectively, the “Administrative Agent Indemnified Parties”) and such Funding Agent and each of its officers, directors, employees and agents (collectively, the “Funding Agent Indemnified Parties,” and together with the Administrative Agent Indemnified Parties, the “Applicable Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable costs and expenses incurred in connection therewith (solely to the extent not reimbursed by or on behalf of the Co-Issuers) (irrespective of whether any such Applicable Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2006-1 Class A-1 Notes), including reasonable attorneys’ fees and disbursements (collectively, the “Applicable Agent Indemnified Liabilities”), incurred by the Applicable Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Related Document by any of the Applicable Agent Indemnified Parties, except for any such Applicable Agent Indemnified Liabilities arising for the account of a particular Applicable Agent Indemnified Party by reason of the relevant Applicable Agent Indemnified Party’s gross negligence, bad faith or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Committed Note Purchaser, ratably according to its respective Commitment, hereby agrees to make the maximum contribution to the payment and satisfaction of each of the

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Applicable Agent Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(c)(ii) shall in no event include indemnification for consequential or indirect damages of any kind or for any Taxes which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08.

SECTION 9.06 Characterization as Related Document; Entire Agreement. This Agreement shall be deemed to be a Related Document for all purposes of the Base Indenture and the other Related Documents. This Agreement, together with the Base Indenture, the Series 2006-1 Supplement, the documents delivered pursuant to Article VII and the other Related Documents, including the exhibits and schedules thereto, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

SECTION 9.07 Notices. All notices, amendments, waivers, consents and other communications provided to any party hereto under this Agreement shall be in writing and addressed, delivered or transmitted to such party at its address or facsimile number set forth below its signature hereto, in the case of the Co-Issuers or the Servicer, or on Schedule II, in the case of the Lender Parties, the Administrative Agent and the Funding Agents, or in each case at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted upon receipt of electronic confirmation of transmission.

SECTION 9.08 Severability of Provisions. Any covenant, provision, agreement or term of this Agreement that is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement.

SECTION 9.09 Tax Characterization. Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all federal, state and local income and franchise tax purposes, the Series 2006-1 Class A-1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2006-1 Class A-1 Notes for all such purposes as indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions.

SECTION 9.10 No Proceedings; Limited Recourse.

(a) The Securitization Entities. Each of the parties hereto (other than the Co-Issuers) hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of the last maturing Note issued by the Co-Issuers pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against, any Securitization Entity, any bankruptcy, reorganization,

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arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law, all as more particularly set forth in Section 13.13 of the Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in this Section 9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to this Agreement, the Series 2006-1 Supplement, the Base Indenture or any other Related Document. In the event that a Lender Party (solely in its capacity as such) takes action in violation of this Section 9.10(a), each affected Securitization Entity shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such Securitization Entity or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 9.10(a) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by a Lender Party in the assertion or defense of its claims in any such proceeding involving any Securitization Entity. The obligations of the Co-Issuers under this Agreement are solely the limited liability company or corporate, as the case may be, obligations of the Co-Issuers.

(b) The Conduit Investors. Each of the parties hereto (other than the Conduit Investors) hereby covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of the latest maturing Commercial Paper or other debt securities or instruments issued by a Conduit Investor, institute against, or join with any other Person in instituting against, such Conduit Investor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 9.10(b) shall constitute a waiver of any right to indemnification, reimbursement or other payment from such Conduit Investor pursuant to this Agreement, the Series 2006-1 Supplement, the Base Indenture or any other Related Document. In the event that the Co-Issuers, the Servicer or a Lender Party (solely in its capacity as such) takes action in violation of this Section 9.10(b), such related Conduit Investor may file an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such Conduit Investor or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 9.10(b) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by the Co-Issuers, the Servicer or a Lender Party in assertion or defense of its claims in any such proceeding involving a Conduit Investor. The obligations of the Conduit Investors under this Agreement are solely the corporate obligations of the Conduit Investors. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including any obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, agent, director, member, affiliate or incorporator (or Person similar to an incorporator under state business organization laws) of any Conduit Investor; provided, however, nothing in this Section 9.10(b) shall relieve any of the foregoing Persons from any liability that any such Person may otherwise have for its gross negligence or willful misconduct.

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SECTION 9.11 Confidentiality. Each Lender Party agrees that it shall not disclose any Confidential Information to any Person without the prior written consent of the Servicer and the Co-Issuers, other than (a) to their Affiliates and their officers, directors, employees, agents and advisors, including, without limitation, legal counsel and accountants (it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep it confidential), (b) to actual or prospective assignees and participants, and then only on a confidential basis (after obtaining such actual or prospective assignee’s or participant’s agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11), (c) as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Co-Issuers or the Servicer, as the case may be, has knowledge; provided that each Lender Party may disclose Confidential Information as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Co-Issuers or the Servicer, as the case may be, does not have knowledge if such Lender Party is prohibited by law, rule or regulation from disclosing such requirement to the Co-Issuers or the Servicer, as the case may be, (d) to Program Support Providers (after obtaining such Program Support Providers’ agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11), (e) to any Rating Agency providing a rating for any Series or Class of Notes or any Conduit Investor’s debt or (f) in the course of litigation with the Co-Issuers, the Servicer, the Series 2006-1 Insurer or such Lender Party.

“Confidential Information” means information that the Co-Issuers or the Servicer furnishes to a Lender Party, but does not include (i) any such information that is or becomes generally available to the public other than as a result of a disclosure by a Lender Party or other Person to which a Lender Party delivered such information, (ii) any such information that was in the possession of a Lender Party prior to its being furnished to such Lender Party by the Co-Issuers or the Servicer, or (iii) that is or becomes available to a Lender Party from a source other than the Co-Issuers or the Servicer; provided that with respect to clauses (ii) and (iii) herein, such source is not (x) known to a Lender Party to be bound by a confidentiality agreement with the Co-Issuers, the Servicer or the Series 2006-1 Insurer, as the case may be, or (y) known to a Lender Party to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.

SECTION 9.12 GOVERNING LAW. THIS AGREEMENT AND ALL MATTERS ARISING UNDER OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.

49

SECTION 9.13 JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.

SECTION 9.14 WAIVER OF JURY TRIAL. ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT.

SECTION 9.15 Counterparts. This Agreement may be executed in any number of counterparts (which may include facsimile) and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

SECTION 9.16 Third Party Beneficiary. The Series 2006-1 Insurer is an express third party beneficiary of this Agreement.

SECTION 9.17 Assignment.

(a) Subject to Sections 6.03 and 9.17(f), any Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement, the Series 2006-1 Class A-1 Advance Notes and any other Related Documents to which it is a party, with the prior written consent (not to be unreasonably withheld) of the Co-Issuers, the Swingline Lender and the L/C Provider, to one or more financial institutions (an “Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”), executed by such Acquiring Committed Note Purchaser, such assigning Committed Note Purchaser, the Funding Agent with respect to such Committed Note Purchaser, the Co-Issuers, the Swingline Lender and the L/C Provider and delivered to the Administrative Agent; provided that no consent of the

50

Co-Issuers shall be required for an assignment to another Committed Note Purchaser or any Affiliate of a Committed Note Purchaser or if a Rapid Amortization Event or an Event of Default has occurred and is continuing.

(b) Without limiting the foregoing, subject to Sections 6.03 and 9.17(f), each Conduit Investor may assign all or a portion of the Investor Group Principal Amount with respect to such Conduit Investor and its rights and obligations under this Agreement, the Series 2006-1 Class A-1 Advance Notes and any other Related Documents to which it is a party to a Conduit Assignee with respect to such Conduit Investor, without the prior written consent of the Co-Issuers. Upon such assignment by a Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Funding Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under the other Related Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case relating to the Commercial Paper and/or the Series 2006-1 Class A-1 Advance Notes, shall have the benefit of all the rights and protections provided to such Conduit Investor herein and in the other Related Documents (including, without limitation, any limitation on recourse against such Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all of such Conduit Investor’s obligations, if any, hereunder or under the Base Indenture or under any other Related Document with respect to such portion of the Investor Group Principal Amount and such Conduit Investor shall be released from such obligations, (v) all distributions in respect of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor shall be made to the applicable Funding Agent on behalf of such Conduit Assignee, (vi) the definition of the term “CP Base Rate” with respect to the portion of the Investor Group Principal Amount with respect to such Conduit Investor, as applicable funded or maintained with commercial paper issued by such Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “CP Base Rate” applicable to such Conduit Assignee on the basis of the interest rate or discount applicable to Commercial Paper issued by or for the benefit of such Conduit Assignee (rather than any other Conduit Investor), (vii) the defined terms and other terms and provisions of this Agreement and the other Related Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Funding Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Funding Agent may reasonably request to evidence and give effect to the foregoing. No assignment by any Conduit Investor to a Conduit Assignee of all or any portion of the Investor Group Principal Amount with respect to such Conduit Investor shall in any way diminish the obligation of the Committed Note Purchasers in the same Investor Group as such Conduit Investor under Section 2.03 to fund any Increase not funded by such Conduit Investor or such Conduit Assignee.

(c) Subject to Sections 6.03 and 9.17(f), any Conduit Investor and the related Committed Note Purchaser(s) may at any time sell all or any part of their

51

respective rights and obligations under this Agreement, the Series 2006-1 Class A-1 Advance Notes and any other Related Documents to which it is a party, with the prior written consent (not to be unreasonably withheld) of the Co-Issuers, the Swingline Lender and the L/C Provider, to a multi-seller commercial paper conduit, whose commercial paper is rated at least “A-1” from Standard & Poor’s and “P1” from Moody’s, and one or more financial institutions providing support to such multi-seller commercial paper conduit (an “Acquiring Investor Group”) pursuant to a transfer supplement, substantially in the form of Exhibit C (the “Investor Group Supplement” or the “Series 2006-1 Class A-1 Investor Group Supplement”), executed by such Acquiring Investor Group, the Funding Agent with respect to such Acquiring Investor Group (including the Conduit Investor and the Committed Note Purchasers with respect to such Investor Group), such assigning Conduit Investor and the Committed Note Purchasers with respect to such Conduit Investor, the Funding Agent with respect to such assigning Conduit Investor and Committed Note Purchasers, the Co-Issuers, the Swingline Lender and the L/C Provider and delivered to the Administrative Agent; provided that no consent of the Co-Issuers shall be required for an assignment to another Committed Note Purchaser or any Affiliate of a Committed Note Purchaser and its related Conduit Investor or if a Rapid Amortization Event or an Event of Default has occurred and is continuing.

(d) Subject to Sections 6.03 and 9.17(f), the Swingline Lender may at any time assign all its rights and obligations hereunder and under the Series 2006-1 Class A-1 Swingline Note, in whole but not in part, with the prior written consent of the Co-Issuers and the Administrative Agent, which consent shall not be unreasonably withheld, to a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Co-Issuers, whereupon the assignor shall be released from its obligations hereunder; provided that no consent of the Co-Issuers shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing; provided, further, that the prior written consent of each Funding Agent, which consent shall not be unreasonably withheld, shall be required if such financial institution is not a Committed Note Purchaser.

(e) Subject to Sections 6.03 and 9.17(f), the L/C Provider may at any time assign all or any portion of its rights and obligations hereunder and under the Series 2006-1 Class A-1 L/C Note with the prior written consent of the Co-Issuers and the Administrative Agent, which consent shall not be unreasonably withheld, to a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Co-Issuers, a copy of which shall be provided to the Series 2006-1 Insurer, whereupon the assignor shall be released from its obligations hereunder to the extent so assigned; provided that no consent of the Co-Issuers shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing.

(f) Any assignment of the Series 2006-1 Class A-1 Notes shall be made in accordance with the applicable provisions of the Indenture.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

52

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers and delivered as of the day and year first above written.

SONIC CAPITAL LLC
By:	/s/ W. Scott McLain
Name:	W. Scott McLain
Title:	President

Address:	Sonic Capital LLC
	300 Johnny Bench Drive
	Oklahoma City, OK 73104
Attention:	General Counsel
Telephone:	(405) 225-5262
Facsimile:	(405) 225-4035

SONIC INDUSTRIES FRANCHISING LLC
By:	/s/ W. Scott McLain
Name:	W. Scott McLain
Title:	President

Address:	Sonic Industries
	Franchising LLC
	300 Johnny Bench Drive
	Oklahoma City, OK 73104
Attention:	General Counsel
Telephone:	(405) 225-5262
Facsimile:	(405) 225-4035

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

AMERICA’S DRIVE-IN HOLDING INC.
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President

Address:	America’s Drive-In
	Holding Inc.
	3500 North Rock Road,
	Building 1100
	Wichita, KS 67226
Attention:	General Counsel
Telephone:	(316) 684-2929
Facsimile:	(316) 681-0153

AMERICA’S DRIVE-IN BRAND     PROPERTIES LLC
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President

Address:	America’s Drive-In Brand
	Properties LLC
	3500 North Rock Road,
	Building 1100
	Wichita, KS 67226
Attention:	General Counsel
Telephone:	(316) 684-2929
Facsimile:	(316) 681-0153

AMERICA’S DRIVE-IN RESTAURANTS LLC
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

Address:	America’s Drive-In
	Restaurants LLC
	3500 North Rock Road,
	Building 1100
	Wichita, KS 67226
Attention:	General Counsel
Telephone:	(316) 684-2929
Facsimile:	(316) 681-0153

SRI REAL ESTATE HOLDING LLC
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President

Address:	SRI Real Estate Holding LLC
	300 Johnny Bench Drive
	Oklahoma City, OK 73104
Attention:	General Counsel
Telephone:	(405) 225-5262
Facsimile:	(405) 225-4035

SRI REAL ESTATE PROPERTIES LLC
By:	/s/ Ronald L. Matlock
Name:	Ronald L. Matlock
Title:	Vice President

Address:	SRI Real Estate
	Properties LLC
	300 Johnny Bench Drive
	Oklahoma City, OK 73104
Attention:	General Counsel
Telephone:	(405) 225-5262
Facsimile:	(405) 225-4035

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

SONIC INDUSTRIES SERVICES INC.,
as Servicer
By:	/s/ W. Scott McLain
Name:	W. Scott McLain
Title:	President

Address:	Sonic Industries Services Inc.
	300 Johnny Bench Drive
	Oklahoma City, OK 73104
Attention:	General Counsel
Telephone:	(405) 225-5262
Facsimile:	(405) 225-4035

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

LEHMAN COMMERCIAL PAPER INC., as Administrative Agent
By:	/s/ Frank Prezioso
Name:	Frank Prezioso
Title:	Managing Director
By:
Name:
Title:

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

BANK OF AMERICA, N.A.,
as L/C Provider
By:	/s/ Scott Bell
Name:	Scott Bell
Title:	Principal

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

LEHMAN COMMERCIAL PAPER INC., as Swingline Lender
By:	/s/ Frank Prezioso
Name:	Frank Prezioso
Title:	Managing Director
By:
Name:
Title:

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

MICA FUNDING, LLC,
as a Conduit Investor
By:	/s/ Wilson Pringle
Name:	Wilson Pringle
Title:	Managing Director
	Stanfield Global Securities, LLC
	as Investment Advisor for
	Mica Funding, LLC
LEHMAN BROTHERS HOLDINGS INC., as the related Committed Note Purchaser
By:	/s/ Frank Prezioso
Name:	Frank Prezioso
Title:	Managing Director
LEHMAN BROTHERS HOLDINGS INC., as the related Funding Agent
By:	/s/ Frank Prezioso
Name:	Frank Prezioso
Title:	Managing Director

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

RANGER FUNDING COMPANY LLC,
as a Conduit Investor
By:	/s/ Doris J. Hearn
Name:	Doris J. Hearn
Title:	Vice President
BANK OF AMERICA, N.A., as the related Committed Note Purchaser
By:	/s/ Scott Bell
Name:	Scott Bell
Title:	Principal
BANK OF AMERICA, N.A., as the related Funding Agent
By:	/s/ Scott Bell
Name:	Scott Bell
Title:	Principal

Signature Page to Series 2006-1 Class A-1 Note Purchase Agreement

SCHEDULE I TO CLASS A-1       

NOTE PURCHASE AGREEMENT

INVESTOR GROUPS AND COMMITMENTS

Investor Group/ Funding Agent	Maximum Investor Group Principal Amount		Conduit Lender (if any)	Committed Note Purchaser(s)	Commitment Amount
Lehman Brothers Holdings Inc.	$	100,000,000	MICA Funding, LLC	Lehman Brothers Holdings Inc.	$	100,000,000
Bank of America, N.A.	$	100,000,000	Ranger Funding Company LLC	Bank of America, N.A.	$	100,000,000

SCHEDULE II TO CLASS A-1       

NOTE PURCHASE AGREEMENT

NOTICE ADDRESSES FOR LENDER PARTIES AND AGENTS

CONDUIT INVESTORS:

MICA Funding, LLC

Jordan L. Bria

Vice President

Stanfield Global Strategies

430 Park Avenue, 12th Floor

New York, NY 10022

Phone: (212) 891-9658

Fax: (212) 891-9640

Ranger Funding Company LLC

c/o AMACAR Group, L.L.C.

6525 Morrison Boulevard, Suite 318

Charlotte, NC 28211

Attention: Doris Hearn

Telephone: (704) 365-8569

Facsimile: (704) 365-1362

COMMITTED NOTE PURCHASERS:

Lehman Brothers Holdings Inc.

Carlos Cruz

745 Seventh Avenue, 16th Floor

New York, NY 10019

Phone: (212) 526-0884

Fax: (646) 758-2198

Bank of America, N.A.

Hearst Tower

214 North Tryon Street

Charlotte, NC 28255

Attention: Willem van Beek

Telephone: (704) 683-4724

Facsimile: (704) 719-5385

with a copy to:

Attention: Judith Helms

Telephone: (704) 387-1693

Facsimile: (704) 387-2828

ii

FUNDING AGENTS:

Lehman Brothers Holdings Inc.

Carlos Cruz

745 Seventh Avenue, 16th Floor

New York, NY 10019

Phone: (212) 526-0884

Fax: (646) 758-2198

Bank of America, N.A.

Hearst Tower

214 North Tryon Street

Charlotte, NC 28255

Attention: Willem van Beek

Telephone: (704) 683-4724

Facsimile: (704) 719-5385

with a copy to:

Attention: Judith Helms

Telephone: (704) 387-1693

Facsimile: (704) 387-2828

ADMINISTRATIVE AGENT:

Lehman Commercial Paper Inc.

Michelle Rosolinsky

Vice President

745 Seventh Avenue, 16th Floor

New York, NY 10019

Phone: (212) 526-8275

Fax: (646) 758-5015

SWINGLINE LENDER:

Lehman Commercial Paper Inc.

Michelle Rosolinsky

Vice President

745 Seventh Avenue, 16th Floor

New York, NY 10019

Phone: (212) 526-8275

Fax: (646) 758-5015

iii

L/C PROVIDER:

Bank of America, N.A.

Hearst Tower

214 North Tryon Street

Charlotte, NC 28255

Attention: Willem van Beek

Telephone: (704) 683-4724

Facsimile: (704) 719-5385

with a copy to:

Attention: Tina Wolfrey

Telephone: (704) 388-8138

Facsimile: (704) 409-0583

iv

SCHEDULE III TO CLASS A-1     

NOTE PURCHASE AGREEMENT

ADDITIONAL CLOSING CONDITIONS

The following are the additional conditions to initial issuance and effectiveness referred to in Section 7.01(e):

(a) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Related Documents, and all other legal matters relating to the Related Documents and the transactions contemplated thereby, shall be satisfactory to the Lender Parties, and the Co-Issuers, the Guarantor, SISI, SRI and Holdco shall have furnished to the Lender Parties all documents and information that the Lender Parties or their counsel may request to enable them to pass upon such matters.

(b) The Lender Parties shall have received evidence satisfactory to the Lender Parties and their counsel, that on or before the Series 2006-1 Closing Date, all existing Liens (other than Permitted Liens) on the Collateral shall have been released and UCC-1 financing statements and all assignments and other instruments required to be filed on or prior to the Series 2006-1 Closing Date pursuant to the Related Documents have been or are being filed.

(c) The Lender Parties shall have received a certificate from each Co-Issuer executed on behalf of such Co-Issuer by any two of the President, any Manager, any Director, any Vice President, the Chief Financial Officer, the Secretary, the General Counsel or the Treasurer of such Co-Issuer, dated the Series 2006-1 Closing Date, to the effect that, to the best of each such officer’s knowledge (i) the representations and warranties of such Co-Issuer in this Agreement are true and correct in all respects on and as of the Series 2006-1 Closing Date and the representations and warranties of such Co-Issuer in any other Related Documents to which such Co-Issuer is a party are true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not so qualified, in all material respects, in each case, on and as of the Series 2006-1 Closing Date; (ii) that such Co-Issuer has complied with all agreements and satisfied all conditions on such Co-Issuer’s part to be performed or satisfied hereunder or under the Related Documents at or prior to the Series 2006-1 Closing Date; (iii) subsequent to the date as of which information is given in the Pricing Disclosure Package, there has not been any development in the general affairs, business, properties, capitalization, condition (financial or otherwise) or results of operation of such Co-Issuer except as set forth or contemplated in the Pricing Disclosure Package or as described in such certificate or certificates that could reasonably be expected to result in a Purchase Agreement Material Adverse Effect; and (iv) nothing has come to such officer’s attention that would lead such officer to believe that Pricing Disclosure Package as of the Applicable Time, and as of the Series 2006-1 Closing Date, and the Offering Memorandum as of its date and as of the Series 2006-1 Closing Date will on such date include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) The Lender Parties shall have received a certificate from each of SISI, SRI and Holdco executed on behalf of such Person by any two of the President, any Manager, any Vice President, the Chief Financial Officer, the Secretary, the General Counsel or the Treasurer of such Person, dated the Series 2006-1 Closing Date, to the effect that to the best of each such officer’s knowledge (i) the representations and warranties of such Person in any other Related Documents to which such Person is a party are true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not so qualified, in all material respects, in each case, on and as of the Series 2006-1 Closing Date; (ii) the representations of each Securitization Entity in this Agreement are true and correct on the Series 2006-1 Closing Date; (iii) the representations and warranties of each Securitization Entity in any other Related Document to which such Securitization Entity is a party are true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not so qualified, in all material respects, in each case, on and as of the Series 2006-1 Closing Date; (iv) that such Person has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Related Documents at or prior to the Series 2006-1 Closing Date; (iv) subsequent to the date as of which information is given in the Pricing Disclosure Package, there has not been any development in or affecting particularly the business or assets of such Person and its subsidiaries considered as a whole or any material adverse change in the financial position or results of operations of such Person and its subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Pricing Disclosure Package or as described in such certificate or certificates that could reasonably be expected to result in a Material Adverse Effect; and (v) nothing has come to such officer’s attention that would lead such officer to believe that the Pricing Disclosure Package as of the Applicable Time, and as of the Series 2006-1 Closing Date, and the Offering Memorandum as of its date, and as of the Series 2006-1 Closing Date did or will on such date include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e) The Lender Parties shall have received a certificate from the Franchisor signed by any two of the President, any Manager, any Vice President, the Chief Financial Officer, the Secretary, the General Counsel or the Treasurer of the Franchisor, dated the Series 2006-1 Closing Date, in which each such officer shall state that (i) the representations and warranties of the Franchisor in any Related Document to which the Franchisor is a party are true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not so qualified, in all material respects, in each case, on and as of the Series 2006-1 Closing Date; (ii) that the Franchisor has complied with all agreements and satisfied all conditions on the Franchisor’s part to be performed or satisfied under the Related Documents at or prior to the Series 2006-1 Closing Date and (iii) subsequent to the date as of which information is given in the Pricing Disclosure Package, there has not been any development in the general affairs, business, properties, capitalization, condition (financial or otherwise) or results of operation of the Franchisor except as set forth or contemplated in the Pricing Disclosure Package or as described in such certificate or certificates that could reasonably be expected to result in a Material Adverse Effect.

ii

(f) The Co-Issuers shall have delivered the $600,000,000 of Series 2006-1 Class A-2 Notes to the Initial Purchasers on the Series 2006-1 Closing Date.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to counsel for the Administrative Agent.

iii

EXHIBIT A TO CLASS A-1           

NOTE PURCHASE AGREEMENT

ADVANCE REQUEST

SONIC FINANCING

SERIES 2006-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1

TO:

LEHMAN COMMERCIAL PAPER INC., as Administrative Agent

745 Seventh Avenue, 16th Floor

New York, NY 10019

Attention: Michelle Rosolinsky

Ladies and Gentlemen:

This Advance Request is delivered to you pursuant to Section 2.03 of that certain Series 2006-1 Class A-1 Note Purchase Agreement, dated as of December 20, 2006 (as amended, supplemented, restated or otherwise modified from time to time, the “Series 2006-1 Class A-1 Note Purchase Agreement”) among Sonic Capital LLC, the other Co-Issuers named therein, Sonic Industries Services Inc., as Servicer, the Conduit Investors, Committed Note Purchasers and Funding Agents named therein, the L/C Provider and Swingline Lender named therein, and Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the “Administrative Agent”).

Unless otherwise defined herein or as the context otherwise requires, terms used herein have the meaning assigned thereto under or as provided in the Recitals and Section 1.01 of the Series 2006-1 Class A-1 Note Purchase Agreement.

The undersigned hereby requests that Advances be made in the aggregate principal amount of $             on             , 20        .

[IF CO-ISSUERS ARE ELECTING EURODOLLAR RATE FOR THESE ADVANCES ON THE DATE MADE IN ACCORDANCE WITH SECTION 3.01(b) OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, ADD THE FOLLOWING SENTENCE: The undersigned hereby elects that the Advances that are not funded at the CP Rate by an Eligible Conduit Investor (which shall be determined in such Eligible Conduit Investor’s sole discretion) shall be Eurodollar Advances and the related Eurodollar Interest Period shall commence on and include the date of such Eurodollar Advances and end on but exclude the next Payment Date.]

The undersigned hereby acknowledges that the delivery of this Advance Request and the acceptance by the undersigned of the proceeds of the Advances requested hereby constitute a representation and warranty by the undersigned that, on the date of such Advances, and before and after giving effect thereto and to the application of the proceeds therefrom, all conditions set forth in Section 7.03 of the Series 2006-1 Class A-1 Note Purchase Agreement have been satisfied and all statements set forth in Section 6.01 of the Series 2006-1 Class A-1 Note Purchase Agreement are true and correct.

A-1

The undersigned agrees that if prior to the time of the Advances requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify both you and each Investor. Except to the extent, if any, that prior to the time of the Advances requested hereby you and each Investor shall receive written notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Advances as if then made.

Please wire transfer the proceeds of the Advances, first, $[            ] to the Swingline Lender and $[            ] to the L/C Provider for application to repayment of outstanding Swingline Loans and Unreimbursed L/C Drawings, as applicable, and, second, pursuant to the following instructions:

[insert any other payment instructions, including the portion of the proceeds

to be paid to each Co-Issuer]

The undersigned has caused this Advance Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this      day of             , 20        .

SONIC CAPITAL LLC, as Co-Issuer

By:

Name:

Title:

SONIC INDUSTRIES FRANCHISING LLC,

as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN HOLDING INC.,

as Co-Issuer

By:

Name:

Title:

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AMERICA’S DRIVE-IN BRAND

    PROPERTIES LLC, as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN RESTAURANTS LLC,

    as Co-Issuer

By:

Name:

Title:

SRI REAL ESTATE HOLDING LLC,

    as Co-Issuer

By:

Name:

Title:

SRI REAL ESTATE PROPERTIES LLC,

    as Co-Issuer

By:

Name:

Title:

A-3

EXHIBIT A-1 TO CLASS A-1

NOTE PURCHASE AGREEMENT

SWINGLINE LOAN REQUEST

SONIC FINANCING

SERIES 2006-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1

TO:

Lehman Commercial Paper Inc., as Swingline Lender

745 Seventh Avenue, 16th Floor

New York, NY 10019

Attention: Michelle Rosolinsky

Ladies and Gentlemen:

This Swingline Loan Request is delivered to you pursuant to Section 2.06 of that certain Series 2006-1 Class A-1 Note Purchase Agreement, dated as of December 20, 2006 (as amended, supplemented, restated or otherwise modified from time to time, the “Series 2006-1 Class A-1 Note Purchase Agreement”) among Sonic Capital LLC, the other Co-Issuers named therein, Sonic Industries Services Inc., as Servicer, the Conduit Investors, Committed Note Purchasers and Funding Agents named therein, the L/C Provider named therein, Lehman Commercial Paper Inc., as Swingline Lender (in such capacity, the “Swingline Lender”) and Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the “Administrative Agent”).

Unless otherwise defined herein or as the context otherwise requires, terms used herein have the meaning assigned thereto under or as provided in the Recitals and Section 1.01 of the Series 2006-1 Class A-1 Note Purchase Agreement.

The undersigned hereby requests that Swingline Loans be made in the aggregate principal amount of $             on             , 20    .

The undersigned hereby acknowledges that the delivery of this Swingline Loan Request and the acceptance by the undersigned of the proceeds of the Swingline Loans requested hereby constitute a representation and warranty by the undersigned that, on the date of such Advances, and before and after giving effect thereto and to the application of the proceeds therefrom, all conditions set forth in Section 7.03 of the Series 2006-1 Class A-1 Note Purchase Agreement have been satisfied and all statements set forth in Section 6.01 of the Series 2006-1 Class A-1 Note Purchase Agreement are true and correct.

The undersigned agrees that if prior to the time of the Swingline Loans requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify you. Except to the extent, if any, that

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prior to the time of the Swingline Loans requested hereby you shall receive written notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Swingline Loans as if then made.

Please wire transfer the proceeds of the Swingline Loans pursuant to the following instructions:

[insert payment instructions, including the portion of the proceeds

to be paid to each Co-Issuer]

The undersigned has caused this Swingline Loan Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this      day of             , 20    .

SONIC CAPITAL LLC, as Co-Issuer

By:

Name:

Title:

SONIC INDUSTRIES FRANCHISING LLC,

    as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN HOLDING INC.,

    as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN BRAND

    PROPERTIES LLC, as Co-Issuer

By:

Name:

Title:

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AMERICA’S DRIVE-IN RESTAURANTS LLC,

    as Co-Issuer

By:

Name:

Title:

SRI REAL ESTATE HOLDING LLC,

    as Co-Issuer

By:

Name:

Title:

SRI REAL ESTATE PROPERTIES LLC,

    as Co-Issuer

By:

Name:

Title:

A-1-3

EXHIBIT B TO CLASS A-1

NOTE PURCHASE AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [            ], among [            ] (the “Transferor”), each purchaser listed as an Acquiring Committed Note Purchaser on the signature pages hereof (each, an “Acquiring Committed Note Purchaser”), the Funding Agent with respect to such Acquiring Committed Note Purchaser listed on the signature pages hereof (each, a “Funding Agent”), and the Co-Issuers, Swingline Lender and L/C Provider listed on the signature pages hereof.

W I T N E S S E T H:

WHEREAS, this Assignment and Assumption Agreement is being executed and delivered in accordance with Section 9.17(a) of the Series 2006-1 Class A-1 Note Purchase Agreement, dated as of December 20, 2006 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Series 2006-1 Class A-1 Note Purchase Agreement”; terms defined therein being used herein as therein defined), among the Co-Issuers, the Conduit Investors, Committed Note Purchasers and Funding Agents named therein, the L/C Provider and Swingline Lender named therein, Sonic Industries Services Inc., as Servicer, and Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the “Administrative Agent”);

WHEREAS, each Acquiring Committed Note Purchaser (if it is not already an existing Committed Note Purchaser) wishes to become a Committed Note Purchaser party to the Series 2006-1 Class A-1 Note Purchase Agreement; and

WHEREAS, the Transferor is selling and assigning to each Acquiring Committed Note Purchaser, [all] [a portion of] its rights, obligations and commitments under the Series 2006-1 Class A-1 Note Purchase Agreement, the Series 2006-1 Class A-1 Advance Notes and each other Related Documents to which it is a party with respect to the percentage of its Commitment Amount specified on Schedule I attached hereto;

NOW, THEREFORE, the parties hereto hereby agree as follows:

Upon the execution and delivery of this Assignment and Assumption Agreement by each Acquiring Committed Note Purchaser, each related Funding Agent, the Transferor, the Swingline Lender, the L/C Provider and, to the extent required by Section 9.17(a) of the Series 2006-1 Class A-1 Note Purchase Agreement, the Co-Issuers (the date of such execution and delivery, the “Transfer Issuance Date”), each Acquiring Committed Note Purchaser shall be a Committed Note Purchaser party to the Series 2006-1 Class A-1 Note Purchase Agreement for all purposes thereof.

The Transferor acknowledges receipt from each Acquiring Committed Note Purchaser of an amount equal to the purchase price, as agreed between the Transferor and such Acquiring Committed Note Purchaser (the “Purchase Price”), of the portion being purchased by such Acquiring Committed Note Purchaser (such Acquiring Committed Note Purchaser’s “Purchased Percentage”) of (i) the Transferor’s Commitment under the Series 2006-1 Class A-1 Note Purchase Agreement and (ii) the Transferor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount. The Transferor hereby irrevocably sells, assigns and

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transfers to each Acquiring Committed Note Purchaser, without recourse, representation or warranty, and each Acquiring Committed Note Purchaser hereby irrevocably purchases, takes and assumes from the Transferor, such Acquiring Committed Note Purchaser’s Purchased Percentage of (x) the Transferor’s Commitment under the Series 2006-1 Class A-1 Note Purchase Agreement and (y) the Transferor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount.

The Transferor has made arrangements with each Acquiring Committed Note Purchaser with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor to such Acquiring Committed Note Purchaser of any program fees, undrawn facility fee, structuring and commitment fees or other fees (collectively, the “Fees”) [heretofore received] by the Transferor pursuant to Section 3.02 of the Series 2006-1 Class A-1 Note Purchase Agreement prior to the Transfer Issuance Date [and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Acquiring Committed Note Purchaser to the Transferor of Fees or [                            ] received by such Acquiring Committed Note Purchaser pursuant to the Series 2006-1 Supplement from and after the Transfer Issuance Date].

From and after the Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Transferor pursuant to the Series 2006-1 Supplement or the Series 2006-1 Class A-1 Note Purchase Agreement shall, instead, be payable to or for the account of the Transferor and the Acquiring Committed Note Purchasers, as the case may be, in accordance with their respective interests as reflected in this Assignment and Assumption Agreement, whether such amounts have accrued prior to the Transfer Issuance Date or accrue subsequent to the Transfer Issuance Date.

Each of the parties to this Assignment and Assumption Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment and Assumption Agreement.

By executing and delivering this Assignment and Assumption Agreement, the Transferor and each Acquiring Committed Note Purchaser confirm to and agree with each other and the other parties to the Series 2006-1 Class A-1 Note Purchase Agreement as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Series 2006-1 Supplement, the Series 2006-1 Class A-1 Note Purchase Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Series 2006-1 Class A-1 Notes, the Related Documents or any instrument or document furnished pursuant thereto; (ii) the Transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Co-Issuers or the performance or observance by the Co-Issuers of any of the Co-Issuers’ obligations under the Indenture, the Series 2006-1 Class A-1 Note Purchase Agreement, the Related Documents or any other instrument or document furnished pursuant hereto; (iii) each Acquiring Committed Note Purchaser confirms that it has received a copy of the Indenture, the Series 2006-1 Class A-1 Note Purchase Agreement and such other Related

B-2

Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (iv) each Acquiring Committed Note Purchaser will, independently and without reliance upon the Administrative Agent, the Transferor, the Funding Agent or any other Investor Group and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Series 2006-1 Class A-1 Note Purchase Agreement; (v) each Acquiring Committed Note Purchaser appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Series 2006-1 Class A-1 Note Purchase Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2006-1 Class A-1 Note Purchase Agreement; (vi) each Acquiring Committed Note Purchaser appoints and authorizes its related Funding Agent to take such action as agent on its behalf and to exercise such powers under the Series 2006-1 Class A-1 Note Purchase Agreement as are delegated to such Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2006-1 Class A-1 Note Purchase Agreement; (vii) each Acquiring Committed Note Purchaser agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Series 2006-1 Class A-1 Note Purchase Agreement are required to be performed by it as an Acquiring Committed Note Purchaser; and (viii) each Acquiring Committed Note Purchaser hereby represents and warrants to the Co-Issuers and the Servicer that: (A) it has had an opportunity to discuss the Co-Issuers’ and the Servicer’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Co-Issuers and the Servicer and their respective representatives; (B) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2006-1 Class A-1 Notes; (C) it is purchasing the Series 2006-1 Class A-1 Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (viii)(B) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act with respect to the Series 2006-1 Class A-1 Notes; (D) it understands that (I) the Series 2006-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (II) the Co-Issuers are not required to register the Series 2006-1 Class A-1 Notes, (III) any permitted transferee hereunder must be a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and (IV) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.1 of the Series 2006-1 Supplement and Section 9.03 or 9.17, as applicable, of the

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Series 2006-1 Class A-1 Note Purchase Agreement; (E) it will comply with the requirements of clause (viii)(D) above in connection with any transfer by it of the Series 2006-1 Class A-1 Notes; (F) it understands that the Series 2006-1 Class A-1 Notes will bear the legend set out in the form of Series 2006-1 Class A-1 Notes attached to the Series 2006-1 Supplement and be subject to the restrictions on transfer described in such legend; (G) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2006-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and (H) it has executed a Purchaser’s Letter substantially in the form of Exhibit E to the Series 2006-1 Class A-1 Note Purchase Agreement.

Schedule I hereto sets forth (i) the Purchased Percentage for each Acquiring Committed Note Purchaser, (ii) the revised Commitment Amounts of the Transferor and each Acquiring Committed Note Purchaser, and (iii) the revised Maximum Investor Group Principal Amounts for the Investor Groups of the Transferor and each Acquiring Committed Note Purchaser (it being understood that if the Transferor was part of a Conduit Investor’s Investor Group and the Acquiring Committed Note Purchaser is intended to be part of the same Investor Group, there will not be any change to the Maximum Investor Group Principal Amount for that Investor Group) and (iv) administrative information with respect to each Acquiring Committed Note Purchaser and its related Funding Agent.

This Assignment and Assumption Agreement and all matters arising under or in any manner relating to this Assignment and Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed by their respective duly authorized officers as of the date first set forth above.

[            ], as Transferor

By:

Title:

By:

Title:

[            ], as Acquiring Committed Note Purchaser

By:

Title:

[            ], as Funding Agent

By:

Title:

B-5

CONSENTED AND ACKNOWLEDGED BY

THE CO-ISSUERS:

SONIC CAPITAL LLC, as Co-Issuer

By:

Name:

Title:

SONIC INDUSTRIES FRANCHISING LLC,

    as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN HOLDING INC.,

    as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN BRAND PROPERTIES

    LLC, as Co-Issuer

By:

Name:

Title:

B-6

AMERICA’S DRIVE-IN RESTAURANTS LLC,

    as Co-Issuer

By:

Name:

Title:

SRI REAL ESTATE HOLDING LLC,

    as Co-Issuer

By:

Name:

Title:

SRI REAL ESTATE PROPERTIES LLC,

    as Co-Issuer

By:

Name:

Title:

B-7

CONSENTED BY:

LEHMAN COMMERCIAL PAPER INC.,

    as Swingline Lender

By:

Name:

Title:

By:

Name:

Title:

BANK OF AMERICA, N.A., as L/C Provider

By:

Name:

Title:

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SCHEDULE I TO ASSIGNMENT    

AND ASSUMPTION AGREEMENT

LIST OF ADDRESSES FOR NOTICES

AND OF COMMITMENT AMOUNTS

[                                         ], as

Transferor

Prior Commitment Amount:	$[            ]
Revised Commitment Amount:	$[            ]
Prior Maximum Investor Group Principal Amount:	$[            ]
Revised Maximum Investor Group Principal Amount:	$[            ]
Related Conduit Investor (if applicable)	[            ]

[                                                             ], as

Acquiring Committed Note Purchaser

Address:

Attention:

Telephone:

Facsimile:

Purchased Percentage of Transferor’s Commitment:	[            ]%
Prior Commitment Amount:	$[            ]
Revised Commitment Amount:	$[            ]
Prior Maximum Investor Group Principal Amount:	$[            ]

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Revised Maximum Investor Group Principal Amount:	$[            ]
Related Conduit Investor (if applicable)	[            ]

[                                         ],

as related Funding Agent

Address:

Attention:

Telephone:

Facsimile:

B-10

EXHIBIT C TO CLASS A-1

NOTE PURCHASE AGREEMENT

INVESTOR GROUP SUPPLEMENT, dated as of [            ], among (i) [            ] (the “Transferor Investor Group”), (ii) [            ] (the “Acquiring Investor Group”), (iii) the Funding Agent with respect to the Acquiring Investor Group listed on the signature pages hereof (each, a “Funding Agent”), and (iv) the Co-Issuers, the Swingline Lender and the L/C Provider listed on the signature pages hereof.

W I T N E S S E T H:

WHEREAS, this Investor Group Supplement is being executed and delivered in accordance with Section 9.17(c) of the Series 2006-1 Class A-1 Note Purchase Agreement, dated as of December 20, 2006 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Series 2006-1 Class A-1 Note Purchase Agreement”; terms defined therein being used herein as therein defined), among the Co-Issuers, the Conduit Investors, Committed Note Purchasers and Funding Agents named therein, the L/C Provider and Swingline Lender named therein, Sonic Industries Services Inc., as Servicer, and Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the “Administrative Agent”);

WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and [a] Committed Note Purchaser[s] with respect to such Conduit Investor under the Series 2006-1 Class A-1 Note Purchase Agreement; and

WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring Investor Group [all] [a portion of] its respective rights, obligations and commitments under the Series 2006-1 Class A-1 Note Purchase Agreement, the Series 2006-1 Class A-1 Advance Notes and each other Related Document to which it is a party with respect to the percentage of its Commitment Amount specified on Schedule I attached hereto;

NOW, THEREFORE, the parties hereto hereby agree as follows:

Upon the execution and delivery of this Investor Group Supplement by the Acquiring Investor Group, each related Funding Agent with respect thereto, the Transferor Investor Group, the Swingline Lender, the L/C Provider and, to the extent required by Section 9.17(c) of the Series 2006-1 Class A-1 Note Purchase Agreement, the Co-Issuers (the date of such execution and delivery, the “Transfer Issuance Date”), the Conduit Investor and the Committed Note Purchaser[s] with respect to the Acquiring Investor Group shall be parties to the Series 2006-1 Class A-1 Note Purchase Agreement for all purposes thereof.

The Transferor Investor Group acknowledges receipt from the Acquiring Investor Group of an amount equal to the purchase price, as agreed between the Transferor Investor Group and the Acquiring Investor Group (the “Purchase Price”), of the portion being purchased by the Acquiring Investor Group (the Acquiring Investor Group’s “Purchased Percentage”) of (i) the aggregate Commitment[s] of the Committed Note Purchaser[s] included in the Transferor Investor Group under the Series 2006-1

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Class A-1 Note Purchase Agreement and (ii) the aggregate related Committed Note Purchaser Percentage[s] of the related Investor Group Principal Amount. The Transferor Investor Group hereby irrevocably sells, assigns and transfers to the Acquiring Investor Group, without recourse, representation or warranty, and the Acquiring Investor Group hereby irrevocably purchases, takes and assumes from the Transferor Investor Group, such Acquiring Investor Group’s Purchased Percentage of (x) the aggregate Commitment[s] of the Committed Note Purchaser[s] included in the Transferor Investor Group under the Series 2006-1 Class A-1 Note Purchase Agreement and (y) the aggregate related Committed Note Purchaser Percentage[s] of the related Investor Group Principal Amount.

The Transferor Investor Group has made arrangements with the Acquiring Investor Group with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor Investor Group to such Acquiring Investor Group of any program fees, undrawn facility fee, structuring and commitment fees or other fees (collectively, the “Fees”) [heretofore received] by the Transferor Investor Group pursuant to Section 3.02 of the Series 2006-1 Class A-1 Note Purchase Agreement prior to the Transfer Issuance Date [and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Acquiring Investor Group to the Transferor Investor Group of Fees or [                                                             ] received by such Acquiring Investor Group pursuant to the Series 2006-1 Supplement from and after the Transfer Issuance Date].

From and after the Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Transferor Investor Group pursuant to the Series 2006-1 Supplement or the Series 2006-1 Class A-1 Note Purchase Agreement shall, instead, be payable to or for the account of the Transferor Investor Group and the Acquiring Investor Group, as the case may be, in accordance with their respective interests as reflected in this Investor Group Supplement, whether such amounts have accrued prior to the Transfer Issuance Date or accrue subsequent to the Transfer Issuance Date.

Each of the parties to this Investor Group Supplement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Investor Group Supplement.

The Acquiring Investor Group has executed and delivered to the Administrative Agent a Purchaser’s Letter substantially in the form of Exhibit E to the Series 2006-1 Class A-1 Note Purchase Agreement.

By executing and delivering this Investor Group Supplement, the Transferor Investor Group and the Acquiring Investor Group confirm to and agree with each other and the other parties to the Series 2006-1 Class A-1 Note Purchase Agreement as follows: (i) other than the representation and warranty that it is the legal and

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beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor Investor Group makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Series 2006-1 Supplement, the Series 2006-1 Class A-1 Note Purchase Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Series 2006-1 Class A-1 Notes, the Related Documents or any instrument or document furnished pursuant thereto; (ii) the Transferor Investor Group makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Co-Issuers or the performance or observance by the Co-Issuers of any of the Co-Issuers’ obligations under the Indenture, the Series 2006-1 Class A-1 Note Purchase Agreement, the Related Documents or any other instrument or document furnished pursuant hereto; (iii) the Acquiring Investor Group confirms that it has received a copy of the Indenture, the Series 2006-1 Class A-1 Note Purchase Agreement and such other Related Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Investor Group Supplement; (iv) the Acquiring Investor Group will, independently and without reliance upon the Administrative Agent, the Transferor Investor Group, the Funding Agents or any other Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Series 2006-1 Class A-1 Note Purchase Agreement; (v) the Acquiring Investor Group appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Series 2006-1 Class A-1 Note Purchase Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2006-1 Class A-1 Note Purchase Agreement; (vi) each member of the Acquiring Investor Group appoints and authorizes its related Funding Agent, listed on Schedule I hereto, to take such action as agent on its behalf and to exercise such powers under the Series 2006-1 Class A-1 Note Purchase Agreement as are delegated to such Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2006-1 Class A-1 Note Purchase Agreement; (vii) each member of the Acquiring Investor Group agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Series 2006-1 Class A-1 Note Purchase Agreement are required to be performed by it as a member of the Acquiring Investor Group; and (viii) each member of the Acquiring Investor Group hereby represents and warrants to the Co-Issuers and the Servicer that: (A) it has had an opportunity to discuss the Co-Issuers’ and the Servicer’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Co-Issuers and the Servicer and their respective representatives; (B) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2006-1 Class A-1 Notes; (C) it is purchasing the Series 2006-1 Class A-1 Notes for its own account, or for

C-3

the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (viii)(B) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act with respect to the Series 2006-1 Class A-1 Notes; (D) it understands that (I) the Series 2006-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (II) the Co-Issuers are not required to register the Series 2006-1 Class A-1 Notes, (III) any permitted transferee hereunder must be a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and (IV) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.1 of the Series 2006-1 Supplement and Section 9.03 or 9.17, as applicable, of the Series 2006-1 Class A-1 Note Purchase Agreement; (E) it will comply with the requirements of clause (viii)(D) above in connection with any transfer by it of the Series 2006-1 Class A-1 Notes; (F) it understands that the Series 2006-1 Class A-1 Notes will bear the legend set out in the form of Series 2006-1 Class A-1 Notes attached to the Series 2006-1 Supplement and be subject to the restrictions on transfer described in such legend; (G) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2006-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and (H) it has executed a Purchaser’s Letter substantially in the form of Exhibit E to the Series 2006-1 Class A-1 Note Purchase Agreement.

Schedule I hereto sets forth (i) the Purchased Percentage for the Acquiring Investor Group, (ii) the revised Commitment Amounts of the Transferor Investor Group and the Acquiring Investor Group, and (iii) the revised Maximum Investor Group Principal Amounts for the Transferor Investor Group and the Acquiring Investor Group and (iv) administrative information with respect to the Acquiring Investor Group and its related Funding Agent.

This Investor Group Supplement and all matters arising under or in any manner relating to this Investor Group Supplement shall be governed by, and construed in accordance with, the laws of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ON THE SERIES 2006-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS

C-4

AGREEMENT OR THE SERIES 2006-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT.

C-5

IN WITNESS WHEREOF, the parties hereto have caused this Investor Group Supplement to be executed by their respective duly authorized officers as of the date first set forth above.

[            ], as Transferor Investor Group

By:

Title:

[            ], as Acquiring Investor Group

By:

Title:

[            ], as Funding Agent

By:

Title:

C-6

CONSENTED AND ACKNOWLEDGED

BY THE CO-ISSUERS:

SONIC CAPITAL LLC, as Co-Issuer

By:

Name:

Title:

SONIC INDUSTRIES FRANCHISING
LLC, as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN HOLDING INC.,
as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN BRAND
PROPERTIES LLC, as Co-Issuer

By:

Name:

Title:

AMERICA’S DRIVE-IN RESTAURANTS
LLC, as Co-Issuer

By:

Name:

Title:

C-7

SRI REAL ESTATE HOLDING LLC, as

Co-Issuer

By:

Name:

Title:

SRI REAL ESTATE PROPERTIES LLC,
as Co-Issuer

By:

Name:

Title:

C-8

CONSENTED BY:

LEHMAN COMMERCIAL PAPER INC.,
as Swingline Lender

By:

Name:

Title:

By:

Name:

Title:

BANK OF AMERICA, N.A., as L/C
Provider

By:

Name:

Title:

C-9

SCHEDULE I TO

INVESTOR GROUP SUPPLEMENT

LIST OF ADDRESSES FOR NOTICES

AND OF COMMITMENT AMOUNTS

[                                                 ], as

Transferor Investor Group

Prior Commitment Amount:	$	[	]
Revised Commitment Amount:	$	[	]
Prior Maximum Investor Group Principal Amount:	$	[	]
Revised Maximum Investor Group Principal Amount:	$	[	]

[                                                 ], as

Acquiring Investor Group

Address:

Attention:

Telephone:

Facsimile:

Purchased Percentage of Transferor Investor Group’s Commitment:		[	]%
Prior Commitment Amount:	$	[	]
Revised Commitment Amount:	$	[	]
Prior Maximum Investor Group Principal Amount:	$	[	]
Revised Maximum Investor Group Principal Amount:	$	[	]

C-10

[                                                 ], as

related Funding Agent

Address:

Attention:

Telephone:

Facsimile:

C-11

EXHIBIT D-1 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF SHEARMAN & STERLING OPINION]

D-1-1

EXHIBIT D-2 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF SHEARMAN & STERLING OPINION]

D-2-1

EXHIBIT D-3 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF SHEARMAN & STERLING OPINION]

D-3-1

EXHIBIT D-4 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF DLA PIPER RUDNICK OPINION]

D-4-1

EXHIBIT D-5 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF POTTER ANDERSON & CORROON OPINION]

D-5-1

EXHIBIT D-6 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF POTTER ANDERSON & CORROON OPINION]

D-6-1

EXHIBIT D-7 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF ADAMS & JONES OPINION]

D-7-1

EXHIBIT D-8 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF PHILLIPS MCFALL OPINION]

D-8-1

EXHIBIT D-9 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF THACHER PROFFITT OPINION]

D-9-1

EXHIBIT D-10 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF AMBAC OPINION]

D-10-1

EXHIBIT D-11 TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF FTI OPINION]

D-11-1

EXHIBIT E TO CLASS A-1

NOTE PURCHASE AGREEMENT

[FORM OF PURCHASER’S LETTER]

[INVESTOR]

[INVESTOR ADDRESS]

Attention: [INVESTOR CONTACT]                                                                                                   [Date]

Ladies and Gentlemen:

Reference is hereby made to the Class A-1 Note Purchase Agreement dated December 20, 2006 (the “NPA”) relating to the offer and sale (the “Offering”) of [up to $200,000,000 of Series 2006-1 Variable Funding Senior Notes, Class A-1 (the “Securities”) of Sonic Capital LLC, SRI Real Estate Holding LLC, Sonic Industries Franchising LLC, America’s Drive-In Holding Inc., SRI Real Estate Properties LLC, America’s Drive-In Brand Properties LLC and America’s Drive-In Restaurants LLC (collectively, the “Co-Issuers”). The Offering will not be required to be registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”) under an exemption from registration granted in Section 4(2) of the Act and Regulation D promulgated under the Act. Lehman Commercial Paper Inc. is acting as administrative agent (the “Administrative Agent”) in connection with the Offering. Unless otherwise defined herein, capitalized terms have the definitions ascribed to them in the NPA. Please confirm with us your acknowledgement and agreement with the following:

(a) You are an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Act (an “Accredited Investor”) and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act (a “Qualified Purchaser”) and have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks or investing in, and are able and prepared to bear the economic risk of investing in, the Securities.

(b) Neither the Administrative Agent nor its affiliates (i) has provided you with any information with respect to the Co-Issuers, the Securities or the Offering other than the information contained in the NPA, which was prepared by the Co-Issuers, or (ii) makes any representation as to the credit quality of the Co-Issuers or the merits of an investment in the Securities. The Administrative Agent has not provided you with any legal, business, tax or other advice in connection with the Offering or your possible purchase of the Securities.

(c) You acknowledge that you have completed your own diligence investigation of the Co-Issuers and the Securities and have had sufficient access to the agreements, documents, records, officers and directors of the Co-Issuers to make your investment decision related to the Securities. You further acknowledge that you have had an opportunity to discuss the Co-Issuers’ and the Servicer’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Co-Issuers and the Servicer and their respective representatives.

E-1

(d) The Administrative Agent may currently or in the future own securities issued by, or have business relationships (including, among others, lending, depository, risk management, advisory and banking relationships) with, the Co-Issuers and their affiliates, and the Administrative Agent will manage such security positions and business relationships as it determines to be in its best interests, without regard to the interests of the holders of the Securities.

(e) You are purchasing the Securities for your own account, or for the account of one or more Persons who are both Accredited Investors and Qualified Purchasers and who meet the criteria described in paragraph (a) above and for whom you are acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of your property shall at all times be and remain within your control, and neither you nor your Affiliates has engaged in any general solicitation or general advertising within the meaning of the Act with respect to the Securities. You confirm that, to the extent you are purchasing the Securities for the account of one or more other Persons, (i) you have been duly authorized to make the representations, warranties, acknowledgements and agreements set forth herein on their behalf and (ii) the provisions of this letter constitute legal, valid and binding obligations of you and any other Person for whose account you are acting;

(f) You understand that (i) the Securities have not been and will not be registered or qualified under the Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Securities, (iii) any permitted transferee under the NPA must be a Qualified Purchaser and an Accredited Investor and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.1 of the Series 2006-1 Supplement and Section 9.03 or 9.17 of the NPA, as applicable;

(g) You will comply with the requirements of paragraph (f) above in connection with any transfer by you of the Securities;

(h) You understand that the Securities will bear the legend set out in the form of Securities attached to the Series 2006-1 Supplement and be subject to the restrictions on transfer described in such legend; and

(i) You will obtain for the benefit of the Co-Issuers from any purchaser of the Securities substantially the same representations and warranties contained in the foregoing paragraphs. This letter agreement will be governed by and construed in accordance with the laws of the State of New York.

D-10-2

You understand that the Administrative Agent will rely upon this letter agreement in acting as a Administrative Agent in connection with the Offering. You agree to notify the Administrative Agent promptly in writing if any of your representations, acknowledgements or agreements herein cease to be accurate and complete. You irrevocably authorize the Administrative Agent to produce this letter to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

LEHMAN COMMERCIAL PAPER INC.

By:

Name:

Title:

Agreed and Acknowledged:

[INVESTOR]

By:

Name:

Title:

D-10-3

EX-99.4

Exhibit 99.4

GUARANTEE AND COLLATERAL AGREEMENT

made by

SONIC INDUSTRIES LLC,

as Guarantor,

in favor of

CITIBANK, N.A.,

as Trustee

Dated as of December 20, 2006

TABLE OF CONTENTS

		Page
SECTION 1 DEFINED TERMS		1
1.1	Definitions	1
SECTION 2 GUARANTEE		2
2.1	Guarantee	2
2.2	No Subrogation	3
2.3	Amendments, etc. with respect to the Co-Issuer Obligations	3
2.4	Guarantee Absolute and Unconditional	3
2.5	Reinstatement	4
2.6	Payments	5
2.7	Information	5
SECTION 3 SECURITY		5
3.1	Grant of Security Interest	5
3.2	Certain Rights and Obligations of the Guarantor Unaffected	7
3.3	Performance of Collateral Documents	7
3.4	Stamp, Other Similar Taxes and Filing Fees	8
3.5	Authorization to File Financing Statements	8
SECTION 4 REPRESENTATIONS AND WARRANTIES		9
4.1	Existence and Power	9
4.2	Limited Liability Company and Governmental Authorization	9
4.3	No Consent	9
4.4	Binding Effect	10
4.5	Ownership of Equity Interests; Subsidiaries	10
4.6	Security Interests	10
4.7	Other Representations	11
SECTION 5 COVENANTS		11
5.1	Maintenance of Office or Agency	11
5.2	Covenants in Base Indenture and Other Related Documents	11
5.3	Further Assurances	11
5.4	Legal Name, Location Under Section 9-301 or 9-307	12
SECTION 6 REMEDIAL PROVISIONS		13
6.1	Rights of the Control Party and Trustee upon Event of Default	13
6.2	Waiver of Appraisal, Valuation, Stay and Right to Marshaling	15
6.3	Limited Recourse	15
6.4	Optional Preservation of the Collateral	16
6.5	Control by the Control Party	16
6.6	The Trustee May File Proofs of Claim	16
6.7	Undertaking for Costs	17
6.8	Restoration of Rights and Remedies	17

i

TABLE OF CONTENTS

(Continued)

		Page
6.9	Rights and Remedies Cumulative	17
6.10	Delay or Omission Not Waiver	18
6.11	Waiver of Stay or Extension Laws	18
SECTION 7 THE TRUSTEE’S AUTHORITY		18
SECTION 8 MISCELLANEOUS		19
8.1	Amendments	19
8.2	Notices	19
8.3	Governing Law	21
8.4	Successors	21
8.5	Third-Party Beneficiary	21
8.6	Severability	21
8.7	Counterpart Originals	21
8.8	Table of Contents, Headings, etc.	21
8.9	Recording of Agreement	21
8.10	Waiver of Jury Trial	22
8.11	Submission to Jurisdiction; Waivers	22
8.12	Termination; Partial Release	22
8.13	Entire Agreement	23

TABLE OF CONTENTS

(Continued)

SCHEDULES
Schedule 4.5	–	Guarantor Ownership

iii

GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 20, 2006, made by SONIC INDUSTRIES LLC, a Delaware limited liability company (the “Guarantor”), in favor of CITIBANK, N.A., a national banking association, as trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”) for the benefit of the Secured Parties.

WITNESSETH:

WHEREAS, Sonic Capital LLC, a Delaware limited liability company (the “Master Issuer”), SRI Real Estate Holding LLC, a Delaware limited liability company (“SRI Real Estate Holdco”), the other Co-Issuers and the Trustee have entered into the Base Indenture, dated as of the date of this Agreement (as amended, modified or supplemented from time to time, exclusive of any Series Supplements, the “Base Indenture” and, together with all Series Supplements, the “Indenture”), providing for the issuance from time to time of one or more Series of Notes thereunder; and

WHEREAS, the Indenture and the other Related Documents require that the parties hereto execute and deliver this Agreement;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees with the Trustee, for the benefit of the Secured Parties, as follows:

SECTION 1

DEFINED TERMS

1.1 Definitions.

(a) Unless otherwise defined herein, terms defined in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto and used herein shall have the meanings given to them in such Base Indenture Definitions List.

(b) The following terms shall have the following meanings:

“Co-Issuer Obligations” means all Obligations owed by the Co-Issuers to the Secured Parties under the Indenture and the other Related Documents.

“Collateral” has the meaning assigned to such term in Section 3.1(a).

“Termination Date” has the meaning assigned to such term in Section 2.1(d).

1

SECTION 2

GUARANTEE

2.1 Guarantee.

(a) The Guarantor hereby, unconditionally and irrevocably, guarantees to the Trustee, for the benefit of the Secured Parties, the prompt and complete payment and performance by the Co-Issuers when due (whether at the stated maturity, by acceleration or otherwise) of the Co-Issuer Obligations. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against the Guarantor by virtue hereof, upon the failure of any Co-Issuer to pay any Co-Issuer Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Trustee, for distribution to the applicable Secured Parties in accordance with the Indenture, in cash the amount of such unpaid Obligation. This is a guarantee of payment and not merely of collection.

(b) Anything herein or in any other Related Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Related Documents shall in no event exceed the amount which can be guaranteed by the Guarantor without constituting a fraudulent transfer or fraudulent conveyance under applicable federal and state laws relating to the insolvency of debtors.

(c) The Guarantor agrees that the Co-Issuer Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Trustee or any other Secured Party hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until the date (the “Termination Date”) on which this Agreement ceases to be of further effect in accordance with Article XI of the Base Indenture, notwithstanding that from time to time prior thereto the Co-Issuers may be free from any Co-Issuer Obligations.

(e) No payment made by any of the Co-Issuers, the Guarantor, any other guarantor or any other Person or received or collected by the Trustee or any other Secured Party from any of the Co-Issuers, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Co-Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Co-Issuer Obligations or any payment received or collected from the Guarantor in respect of the Co-Issuer Obligations), remain liable for the Co-Issuer Obligations up to the maximum liability of the Guarantor hereunder until the Termination Date.

2

2.2 No Subrogation.

Notwithstanding any payment made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Trustee or any other Secured Party, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any other Secured Party against the Co-Issuers or any collateral security or guarantee or right of offset held by the Trustee or any other Secured Party for the payment of the Co-Issuer Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Co-Issuers in respect of payments made by the Guarantor hereunder, until the Termination Date. If any amount shall be paid to the Guarantor on account of such subrogation, contribution or reimbursement rights at any time when all of the Co-Issuer Obligations shall not have been paid in full, such amount, up to the amount of any such Co-Issuer Obligations, shall be held by the Guarantor in trust for the Trustee and the other Secured Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Trustee in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Trustee, if required), to be applied against the Co-Issuer Obligations, whether matured or unmatured, in such order as the Trustee may determine in accordance with the Indenture.

2.3 Amendments, etc. with respect to the Co-Issuer Obligations.

The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Co-Issuer Obligations made by the Trustee or, to the extent permitted under any other Related Document, any other Secured Party may be rescinded by the Trustee or such other Secured Party and any of the Co-Issuer Obligations continued, and the Co-Issuer Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Trustee or, to the extent permitted under any other Related Document, any other Secured Party, and the Base Indenture and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, from time to time, and any collateral security, guarantee or right of offset at any time held by the Trustee or, to the extent permitted under any other Related Document, any other Secured Party for the payment of the Co-Issuer Obligations may be sold, exchanged, waived, surrendered or released. Neither the Trustee nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Co-Issuer Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.4 Guarantee Absolute and Unconditional.

The Guarantor waives to the extent permitted by law any and all notice of the creation, renewal, extension or accrual of any of the Co-Issuer Obligations and notice of or proof of reliance by the Trustee or any other Secured Party upon the guarantee

3

contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Co-Issuer Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2 and the grant of the security interests pursuant to Section 3; and all dealings between the Co-Issuers and the Guarantor, on the one hand, and the Trustee and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2 and the grant of the security interests pursuant to Section 3. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Co-Issuers with respect to the Co-Issuer Obligations. The Guarantor understands and agrees that the guarantee contained in this Section 2 and the grant of the security interests pursuant to Section 3 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Indenture or any other Related Document, any of the Co-Issuer Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of full payment or performance) which may at any time be available to or be asserted by any Co-Issuer or any other Person against the Trustee or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Co-Issuers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Co-Issuers for the Co-Issuer Obligations, or of the Guarantor under the guarantee contained in this Section 2 and the grant of the security interests pursuant to Section 3, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Trustee or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Co-Issuer or any other Person or against any collateral security or guarantee for the Co-Issuer Obligations or any right of offset with respect thereto, and any failure by the Trustee or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Co-Issuer or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Co-Issuer or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Trustee or any other Secured Party against the Guarantor. For the purposes of the preceding sentence “demand” shall include the commencement and continuance of any legal proceedings.

2.5 Reinstatement.

The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Co-Issuer Obligations is rescinded or must otherwise be restored or returned by the Trustee or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Co-Issuers or the Guarantor, or upon or as a

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result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any of the Co-Issuers or the Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.6 Payments.

The Guarantor hereby guarantees that payments hereunder will be paid to the Trustee without set-off or deduction or counterclaim in immediately available funds in Dollars at the office of the Trustee.

2.7 Information.

The Guarantor assumes all responsibility for being and keeping itself informed of the Co-Issuers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Co-Issuer Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that neither the Trustee nor any other Secured Party will have any duty to advise the Guarantor of information known to it or any of them regarding such circumstances or risks.

SECTION 3

SECURITY

3.1 Grant of Security Interest.

(a) To secure the Obligations, the Guarantor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in the Guarantor’s right, title and interest in all of the following property to the extent now owned or at any time hereafter acquired by the Guarantor (collectively, the “Collateral”):

(i) (A) the Collateral Franchise Documents including, without limitation, all monies due and to become due to the Guarantor under or in connection with the Collateral Franchise Documents, whether payable as fees, rent, expenses, costs, indemnities, dividends, distributions, insurance recoveries, damages for the breach of any of the Collateral Franchise Documents or otherwise, but excluding any and all Excluded Amounts, and all security and supporting obligations for such amounts payable thereunder and (B) all rights, remedies, powers, privileges and claims of the Guarantor against any other party under or with respect to the Collateral Franchise Documents (whether arising pursuant to the terms of the Collateral Franchise Documents or otherwise available to the Guarantor at law or in equity), the right to enforce any of the Collateral Franchise Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with

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respect to the Collateral Franchise Documents or the obligations of any party thereunder;

(ii) the Collateral Transaction Documents, including, without limitation, all monies due and to become due to the Guarantor under or in connection with the Collateral Transaction Documents, whether payable as fees, rent, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Collateral Transaction Documents or otherwise, all security and supporting obligations for amounts payable hereunder and thereunder and performance of all obligations hereunder and thereunder, including, without limitation, (A) all rights of the Guarantor to the Franchise IP under the Franchisor IP License Agreement and (B) all rights of the Guarantor under the Servicing Agreement and in and to all records, reports and documents in which the Guarantor has any interest thereunder, and all rights, remedies, powers, privileges and claims of the Guarantor against any other party under or with respect to the Collateral Transaction Documents (whether arising pursuant to the terms of the Collateral Transaction Documents or otherwise available to the Guarantor at law or in equity), the right to enforce any of the Collateral Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Collateral Transaction Documents or the obligations of any party thereunder;

(iii) any Securitization Entity Operating Account owned by the Guarantor, each Account Agreement related thereto and all monies and other property (including Investment Property and Financial Assets) on deposit or credited from time to time in each such account and all Proceeds thereof;

(iv) all other assets of the Guarantor now owned or at any time hereafter acquired by the Guarantor, including, without limitation, all of the following (each as defined in the New York UCC): all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments (including, without limitation, any Non-Cash Proceeds Notes), securities accounts and other investment property, commercial tort claims, letter-of-credit rights, letters of credit and money;

(v) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by the Guarantor; and

(vi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees or other supporting obligations given by any Person with respect to any of the foregoing;

provided that the Collateral shall not include any Excluded Amounts, any Securitization Entity Excluded Amounts Lock-Box Account or any Securitization Entity Excluded Amounts Concentration Account.

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(b) The foregoing grant is made in trust to secure the Obligations and to secure compliance with the provisions of this Agreement, all as provided in this Agreement. The Trustee, on behalf of the Secured Parties, acknowledges such grant, accepts the trusts under this Agreement in accordance with the provisions of this Agreement and agrees to perform its duties required in this Agreement. The Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or the applicable provisions of the Base Indenture).

3.2 Certain Rights and Obligations of the Guarantor Unaffected.

(a) Notwithstanding the grant of the security interest in the Collateral hereunder to the Trustee, on behalf of the Secured Parties, the Guarantor acknowledges that the Servicer, on behalf of the Securitization Entities shall, subject to the terms and conditions of the Servicing Agreement, nevertheless have the right, subject to the Trustee’s right to revoke such right in the event of the occurrence of an Event of Default, (i) to give, in accordance with the Servicing Standard, all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required or permitted to be given by the Guarantor in the ordinary course of business under the Collateral Documents, and to enforce all rights, remedies, powers, privileges and claims of the Guarantor under the Collateral Documents and (ii) to give, in accordance with the Servicing Standard, all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given by the Guarantor under the Franchisor IP License Agreement.

(b) The grant of the security interest by the Guarantor in the Collateral to the Trustee on behalf of the Secured Parties shall not (i) relieve the Guarantor from the performance of any term, covenant, condition or agreement on the Guarantor’s part to be performed or observed under or in connection with any of the Collateral Documents or (ii) impose any obligation on the Trustee or any of the Secured Parties to perform or observe any such term, covenant, condition or agreement on the Guarantor’s part to be so performed or observed or impose any liability on the Trustee or any of the Secured Parties for any act or omission on the part of the Guarantor or from any breach of any representation or warranty on the part of the Guarantor.

3.3 Performance of Collateral Documents.

Upon the occurrence of a default or breach (a) by any Sonic Entity (other than the Guarantor) party to a Collateral Transaction Document or (b) by any Person (other than any Sonic Entity) party to a Collateral Franchise Document (only if a Servicer Termination Event or an Event of Default has occurred and is continuing) promptly following a request from the Trustee to do so and at the Guarantor’s expense, the Guarantor agrees to take all such lawful action as permitted under this Agreement as the Trustee (acting at the direction of the Control Party) may reasonably request to compel or secure the performance and observance by such Person of its obligations to the Guarantor, and to exercise any and all rights, remedies, powers and privileges lawfully

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available to the Guarantor to the extent and in the manner directed by the Trustee (acting at the direction of the Control Party), including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by such Person of its obligations thereunder. If (i) the Guarantor shall have failed, within fifteen (15) days of receiving the direction of the Trustee, to take action to accomplish such directions of the Trustee, (ii) the Guarantor refuses to take any such action, as reasonably determined by the Trustee in good faith, or (iii) the Control Party reasonably determines that such action must be taken immediately, in any such case the Control Party may, but shall not be obligated to, take, and the Trustee shall take (if so directed by the Control Party), at the expense of the Guarantor, such previously directed action and any related action permitted under this Agreement which the Control Party thereafter determines is appropriate (without the need under this provision or any other provision under this Agreement to direct the Guarantor to take such action), on behalf of the Guarantor and the Secured Parties.

3.4 Stamp, Other Similar Taxes and Filing Fees.

The Guarantor shall indemnify and hold harmless the Trustee and each Secured Party from any present or future claim for liability for any stamp, documentary or other similar tax, and any penalties or interest and expenses with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with this Agreement, any other Related Document or any Collateral. The Guarantor shall pay, indemnify and hold harmless each Secured Party against any and all amounts in respect of all search, filing, recording and registration fees, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of this Agreement or any other Related Document.

3.5 Authorization to File Financing Statements.

The Guarantor hereby irrevocably authorizes the Secured Parties at any time and from time to time to file or record in any filing office in the United States, any state thereof and any Designated Foreign Country financing statements and other filing or recording documents or instruments with respect to the Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Agreement. The Guarantor authorizes the filing of any such financing statement naming the Trustee as a secured party and indicating that the Collateral includes “all assets” of the Guarantor or words of similar effect or import regardless of whether any particular assets comprised in the Collateral fall within the scope of Article 9 of the UCC. The Guarantor agrees to furnish any information necessary to accomplish the foregoing promptly upon the Trustee’s request. The Guarantor also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Collateral made prior to the date hereof.

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SECTION 4

REPRESENTATIONS AND WARRANTIES

The Guarantor hereby represents and warrants, for the benefit of the Trustee and the Secured Parties, as follows as of each Series Closing Date:

4.1 Existence and Power.

The Guarantor (a) is duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction (including, without limitation, any Foreign Country) where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary, except to the extent that the failure to so qualify is not reasonably likely to result in a Material Adverse Effect, and (c) has all limited liability company powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this Agreement and the other Related Documents.

4.2 Limited Liability Company and Governmental Authorization.

The execution, delivery and performance by the Guarantor of this Agreement and the other Related Documents to which it is a party (a) is within the Guarantor’s limited liability company powers and has been duly authorized by all necessary limited liability company action and (b) except as could not reasonably be expected to have a Material Adverse Effect, does not contravene, or constitute a default under, any Requirements of Law with respect to the Guarantor or any Contractual Obligation with respect to the Guarantor or result in the creation or imposition of any Lien on any property of the Guarantor, except for Liens created by this Agreement or the other Related Documents. This Agreement and each of the other Related Documents to which the Guarantor is a party has been executed and delivered by a duly Authorized Officer of the Guarantor.

4.3 No Consent.

No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by the Guarantor of this Agreement or any Related Document to which it is a party or for the performance of the Guarantor’s obligations hereunder or thereunder except as is not likely to have a Material Adverse Effect if not obtained other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained or made by the Guarantor on or prior to the Initial Closing Date.

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4.4 Binding Effect.

This Agreement and each other Related Document to which the Guarantor is a party is a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

4.5 Ownership of Equity Interests; Subsidiaries.

All of the issued and outstanding limited liability company interests of the Guarantor are owned as set forth in Schedule 4.5 to this Agreement, all of which limited liability company interests have been validly issued, are fully paid and non-assessable and are owned of record by the Master Issuer, free and clear of all Liens other than Permitted Liens. The Guarantor does not have any subsidiaries or own any Equity Interests in any other Person.

4.6 Security Interests.

(a) The Guarantor owns and has good title to its Collateral, free and clear of all Liens other than Permitted Liens. The Guarantor’s rights under the Collateral Documents constitute accounts or general intangibles under the applicable UCC. This Agreement constitutes a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of and for the benefit of the Secured Parties, which Lien on the Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Guarantor has received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder. All action necessary to perfect such first-priority security interest has been duly taken.

(b) Other than the security interest granted to the Trustee hereunder, pursuant to the other Related Documents or any other Permitted Lien, the Guarantor has not pledged, assigned, sold or granted a security interest in the Collateral. All action necessary (including the filing of UCC-1 financing statements) to protect and evidence the Trustee’s security interest granted hereunder in the Collateral in the United States and each Designated Foreign Country has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by the Guarantor and listing the Guarantor as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction in the United States or in any Designated Foreign Country except in respect of Permitted Liens or such as may have been filed, recorded or made by the Guarantor in favor of the Trustee on behalf of the Secured Parties in connection with this Agreement, and the Guarantor has not authorized any such filing.

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(c) All authorizations in this Agreement for the Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements and other instruments with respect to the Collateral and to take such other actions with respect to the Collateral authorized by this Agreement are powers coupled with an interest and are irrevocable for so long as the Indenture has not been terminated in accordance with its terms.

4.7 Other Representations.

All representations and warranties of or about the Guarantor made in the Base Indenture and in each other Related Document are true and correct and are repeated herein as though fully set forth herein.

SECTION 5

COVENANTS

5.1 Maintenance of Office or Agency.

(a) The Guarantor will maintain an office or agency (which may be an office of the Trustee, the Registrar or co-registrar) where notices and demands to or upon the Guarantor in respect of this Agreement may be served. The Guarantor will give prompt written notice to the Trustee and the Control Party of the location, and any change in the location, of such office or agency. If at any time the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Control Party with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

(b) The Guarantor hereby designates the applicable Corporate Trust Office as one such office or agency of the Guarantor.

5.2 Covenants in Base Indenture and Other Related Documents.

The Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary and within the power of the Guarantor to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by the Guarantor.

5.3 Further Assurances.

(a) The Guarantor will do such further acts and things, and execute and deliver to the Trustee and the Control Party such additional assignments, agreements, powers and instruments, as are necessary or desirable to obtain and maintain the security interest of the Trustee in the Collateral on behalf of the Secured Parties as a perfected security interest subject to no prior Liens (other than Permitted

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Liens), to carry into effect the purposes of this Agreement and the other Related Documents or to better assure and confirm unto the Trustee, the Control Party and the Secured Parties their rights, powers and remedies hereunder including, without limitation, the filing of any financing or continuation statements or amendments under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby. If the Guarantor fails to perform any of its agreements or obligations under this Section 5.3(a) within five (5) Business Days of the delivery of notice by the Control Party specifying which actions need to be taken to remain in compliance with this Section 5.3(a), the Control Party itself may perform such agreement or obligation, and the expenses of the Control Party incurred in connection therewith shall be payable by the Guarantor upon the Control Party’s demand therefor. The Control Party is hereby authorized to execute and file any financing statements, continuation statements, amendments or other instruments necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Collateral.

(b) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and within five (5) Business Days physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.

(c) If the Guarantor shall obtain an interest in any commercial tort claim (as such term is defined in the New York UCC) the Guarantor shall within ten (10) Business Days of becoming aware that it has obtained such an interest sign and deliver documentation acceptable to the Control Party granting a security interest under this Agreement in and to such commercial tort claim.

(d) In furtherance of its obligations under clause (a) above, the Guarantor will warrant and defend the Trustee’s right, title and interest in and to the Collateral and the income, distributions and Proceeds thereof, for the benefit of the Trustee on behalf of the Secured Parties, against the claims and demands of all Persons whomsoever.

5.4 Legal Name, Location Under Section 9-301 or 9-307.

The Guarantor will not change its location (within the meaning of Section 9-301 or 9-307 of the applicable UCC) or its legal name without at least thirty (30) days’ prior written notice to the Trustee, the Control Party and the Rating Agencies with respect to each Series of Notes Outstanding. In the event that the Guarantor desires to so change its location or change its legal name, the Guarantor will make any required filings and prior to actually changing its location or its legal name the Guarantor will deliver to the Trustee and the Control Party (i) an Officer’s Certificate and an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Trustee on behalf of the Secured Parties in the Collateral under Article 9 of the applicable UCC or other applicable law in respect of the new location or new legal name of the Guarantor and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

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SECTION 6

REMEDIAL PROVISIONS

6.1 Rights of the Control Party and Trustee upon Event of Default.

(a) Proceedings to Collect Money. In case the Guarantor shall fail forthwith to pay amounts due on this Guaranty upon demand, the Trustee (at the direction of the Control Party), in its own name and as trustee of an express trust may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Guarantor and collect in the manner provided by law out of the property of the Guarantor, wherever situated, the moneys adjudged or decreed to be payable.

(b) Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party pursuant to a Control Party Order, shall:

(i) proceed to protect and enforce its rights and the rights of the Secured Parties, by such appropriate Proceedings as the Trustee (at the direction of the Control Party) or the Control Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Related Document or by law, including any remedies of a secured party under applicable law;

(ii) (A) direct the Guarantor to exercise (and the Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of the Guarantor against any party to any Collateral Document arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to the Guarantor, and any right of the Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party), to take commercially reasonable action to accomplish such directions of the Trustee, (y) the Guarantor refuses to take such action or (z) the Control Party reasonably determines that such action must be taken immediately, take such previously directed or, in the case of actions described in clause (z) above, contemporaneously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this

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provision or any other provision under this Agreement to direct the Guarantors to take such action);

(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Related Document, with respect to the Collateral; and/or

(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party and the Trustee will provide notice to the Guarantor and each Holder of Subordinated Notes of a proposed sale of Collateral;

(c) Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Related Document:

(i) the Trustee and/or any Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability;

(ii) the Trustee (at the direction of the Control Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of the Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against the Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under the Guarantor or its successors or assigns; and

(iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

(d) Application of Proceeds. Any amounts obtained by the Trustee on account of or as a result of the exercise by the Trustee of any right hereunder shall be held by the Trustee as additional collateral for the repayment of Obligations, shall be deposited into the Collection Account and shall be applied as provided in

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Article V of the Base Indenture; provided, however, that with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V of the Base Indenture, such amounts shall be distributed sequentially in order of alphabetical designation and pro rata among each Class of Notes of the same alphabetical designation based upon Outstanding Principal Amount of the Notes of each such Class.

(e) Additional Remedies. In addition to any rights and remedies now or hereafter granted hereunder or under applicable law with respect to the Collateral, the Trustee shall have all of the rights and remedies of a secured party under the UCC as enacted in any applicable jurisdiction.

(f) Proceedings. The Trustee may maintain a Proceeding even if it does not possess any of the Notes or does not produce any of them in the Proceeding, and any such Proceeding instituted by the Trustee shall be in its own name as trustee. All remedies are cumulative to the extent permitted by law.

6.2 Waiver of Appraisal, Valuation, Stay and Right to Marshaling.

To the extent it may lawfully do so, the Guarantor for itself and for any Person who may claim through or under it hereby:

(a) agrees that neither it nor any such Person will step up, plead, claim or in any manner whatsoever take advantage of any appraisal, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or otherwise hinder (i) the performance, enforcement or foreclosure of this Agreement, (ii) the sale of any of the Collateral or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof;

(b) waives all benefit or advantage of any such laws;

(c) waives and releases all rights to have the Collateral marshaled upon any foreclosure, sale or other enforcement of this Agreement; and

(d) consents and agrees that, subject to the terms of this Agreement, all the Collateral may at any such sale be sold by the Trustee as an entirety or in such portions as the Trustee may (upon direction by the Control Party) determine.

6.3 Limited Recourse.

Notwithstanding any other provision of this Agreement, any Insurance Agreement or any other Related Document or otherwise, the liability of the Guarantor to the Secured Parties under or in relation to this Agreement, any Insurance Agreement or any other Related Document or otherwise, is limited in recourse to the Collateral. The Collateral having been applied in accordance with the terms hereof, none of the Secured Parties shall be entitled to take any further steps against the Guarantor to recover any sums due but still unpaid hereunder or under any of the other agreements or documents described in this Section 6.3, all claims in respect of which shall be extinguished.

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6.4 Optional Preservation of the Collateral.

If the maturity of the Outstanding Notes of each Series has been accelerated pursuant to Section 9.2 of the Base Indenture following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee, at the direction of the Control Party pursuant to a Control Party Order, shall elect to maintain possession of the Collateral. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of, and premium, if any, and interest on each Series of Notes Outstanding and all other Obligations and the Control Party, as applicable, shall take such desire into account when determining whether to maintain possession of the Collateral.

6.5 Control by the Control Party.

Notwithstanding any other provision hereof, the Control Party may cause the institution of and direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee or exercise any trust or power conferred on the Trustee; provided that:

(a) such direction of time, method and place shall not be in conflict with any rule of law or with this Agreement;

(b) the Control Party may take any other action deemed proper by the Control Party that is not inconsistent with such direction; and

(c) such direction shall be in writing;

provided further that, subject to Section 10.1 of the Base Indenture, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided in the Base Indenture.

6.6 The Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Secured Parties (as applicable) allowed in any judicial proceedings relative to the Guarantor, its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claim and any custodian in any such judicial proceeding is hereby authorized by the Guarantor to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Secured Parties, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.5 of the Base Indenture. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee

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under Section 10.5 of the Base Indenture out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money and other properties which the Secured Parties may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Secured Parties, or to authorize the Trustee to vote in respect of the claim of any Secured Parties in any such proceeding.

6.7 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Agreement or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of any undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.7 does not apply to a suit by the Trustee, a suit by the Control Party, or a suit by Noteholders of more than 10% of the Aggregate Outstanding Principal Amount of all Series of Notes.

6.8 Restoration of Rights and Remedies.

If the Trustee or any Secured Party has instituted any Proceeding to enforce any right or remedy under this Agreement or any other Related Document and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Secured Party, then and in every such case the Trustee and the Secured Parties shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Secured Parties shall continue as though no such Proceeding had been instituted.

6.9 Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee or to the Secured Parties is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under this Agreement or any other Related Document or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Agreement or any other Related Document, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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6.10 Delay or Omission Not Waiver.

No delay or omission of the Trustee, the Control Party or of any Secured Party to exercise any right or remedy accruing upon any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default or an acquiescence therein. Every right and remedy given by this Section 6 or by law to the Trustee, the Control Party or to the Secured Parties may be exercised from time to time to the extent not inconsistent with the Indenture or this Agreement, and as often as may be deemed expedient, by the Trustee, the Control Party or by the Secured Parties, as the case may be.

6.11 Waiver of Stay or Extension Laws.

The Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement or any other Related Document; and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantages of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee or the Control Party, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 7

THE TRUSTEE’S AUTHORITY

The Guarantor acknowledges that the rights and responsibilities of the Trustee under this Agreement with respect to any action taken by the Trustee or the exercise or non-exercise by the Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Trustee and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Trustee and the Guarantor, the Trustee shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, it being understood that the Trustee (at the direction of the Control Party) and the Control Party directly shall be the only parties entitled to exercise remedies under this Agreement; and the Guarantor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

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SECTION 8

MISCELLANEOUS

8.1 Amendments.

Subject to Article XII of the Base Indenture, the terms or provisions of this Agreement may only be amended, supplemented, waived or otherwise modified in writing, signed by both parties hereto.

8.2 Notices.

(a) Any notice or communication by the Guarantor or the Trustee to any other party hereto or beneficiary hereof shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to such other party’s address:

If to the Guarantor:

Sonic Industries LLC

300 Johnny Bench Drive

Oklahoma City, OK 73104

Attention: General Counsel

Facsimile: 405-225-4035

If to the Guarantor with a copy to:

Sonic Industries Services Inc.

300 Johnny Bench Drive

Oklahoma City, OK 73104

Attention: General Counsel

Facsimile: 405-225-5973

and

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Stuart Fleischmann

Facsimile: 212-848-8179

If to the Trustee:

Citibank, N.A.

338 Greenwich Street

14th Floor

19

New York, New York 10013

Attention: Agency and Trust – Sonic

Facsimile: 212-816-5527

If to the Insurer:

Ambac Assurance Corporation

One State Street Plaza

New York, New York 10004

Attention: Bracken Gardner

Telephone: 212-208-3379

Facsimile: 212-208-3509

E-mail:    bgardner@ambac.com

bfeit@ambac.com

kgraham@ambac.com

abs&conduitprmg@ambac.com

with a copy to:

Jones Day

222 E. 41st Street

New York, NY 10017

Attention: Ronald Gross

Facsimile: 212-755-7306

(b) The Guarantor or the Trustee by notice to each other party may designate additional or different addresses for subsequent notices or communications; provided, however, the Guarantor may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

(c) Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five days after the date that such notice is mailed, (iii) delivered by facsimile shall be deemed given on the date of delivery of such notice and (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier.

(d) Notwithstanding any provisions of this Agreement to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to this Agreement or any other Related Document.

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8.3 Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.4 Successors.

All agreements of the Guarantor in this Agreement and each other Related Document to which it is a party shall bind its successors and assigns; provided, however, the Guarantor may not assign its obligations or rights under this Agreement or any Related Document, except with the written consent of the Control Party. All agreements of the Trustee in the Indenture and in this Agreement shall bind its successors.

8.5 Third-Party Beneficiary.

The Insurers are express third-party beneficiaries of this Agreement.

8.6 Severability.

In case any provision in this Agreement or any other Related Document shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.7 Counterpart Originals.

The parties may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them together represent the same agreement.

8.8 Table of Contents, Headings, etc.

The Table of Contents and headings of the Sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

8.9 Recording of Agreement.

If this Agreement is subject to recording in any appropriate public recording offices, such recording is to be effected by the Guarantor and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Guarantor, the Trustee or any other counsel reasonably acceptable to the Control Party and the Trustee) to the effect that such recording is necessary either for the protection of the Secured Parties or for the enforcement of any right or remedy granted to the Trustee under this Agreement.

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8.10 Waiver of Jury Trial.

EACH OF THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

8.11 Submission to Jurisdiction; Waivers.

Each of the Guarantor and the Trustee hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Related Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Guarantor or the Trustee, as the case may be, at its address set forth in Section 8.2 or at such other address of which the Trustee shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.10 any special, exemplary, punitive or consequential damages.

8.12 Termination; Partial Release.

(a) This Agreement and any grants, pledges and assignments hereunder, shall become effective concurrently with the issuance of the Initial Series of Notes and shall terminate on the Termination Date.

(b) On the Termination Date, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all

22

obligations (other than those expressly stated to survive such termination) of the Trustee and the Guarantor shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Guarantor. At the request and sole expense of the Guarantor following any such termination, the Trustee shall deliver to the Guarantor any Collateral held by the Trustee hereunder, and execute and deliver to the Guarantor such documents as the Guarantor shall reasonably request to evidence such termination.

(c) After consummation of a Permitted Asset Disposition, upon request of the Guarantor, the Trustee, at the written direction of the Control Party, shall execute and deliver to the Guarantor any and all documentation reasonably requested and prepared by the Guarantor at its expense to effect or evidence the release by the Trustee of the Secured Parties’ security interest in the property disposed of in connection with such Permitted Asset Disposition.

8.13 Entire Agreement.

This Agreement, together with the schedule hereto, the Indenture, the Insurance Agreement and the other Related Documents, contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and writings with respect thereto.

[Signature Pages Follow]

23

IN WITNESS WHEREOF, each of the Guarantor and the Trustee has caused this Guarantee and Collateral Agreement to be duly executed and delivered by its duly authorized officer as of the date first above written.

SONIC INDUSTRIES LLC
By:	/s/ W. Scott McLain
	Name: W. Scott McLain Title: President

[Signature Page to Guarantee and Collateral Agreement]

AGREED AND ACCEPTED CITIBANK, N.A., in its capacity as Trustee
By:	/s/ Kristen Driscoll
	Name:  Kristen Driscoll Title: Vice President

[Signature Page to Guarantee and Collateral Agreement]

Schedule 4.5: Guarantor Ownership

Sonic Capital LLC owns 100% of the limited liability interest in Sonic Industries LLC.

EX-99.5

Exhibit 99.5

PARENT COMPANY SUPPORT AGREEMENT

made by

SONIC CORP.

in favor of

CITIBANK, N.A.,

as Trustee

Dated as of December 20, 2006

TABLE OF CONTENTS

		Page
SECTION 1 DEFINED TERMS		2
1.1	Definitions	2
SECTION 2 PERFORMANCE OBLIGATIONS		2
2.1	Initial Contribution Agreements	2
2.2	Servicing Agreement	3
2.3	Holdco’s Liability	3
SECTION 3 REPRESENTATIONS AND WARRANTIES		3
3.1	Organization and Good Standing	3
3.2	Due Qualification	4
3.3	Due Authorization; Conflicts	4
3.4	Enforceability	4
3.5	Financial Statements	4
SECTION 4 LIMITATION ON INDEBTEDNESS		4
4.1	Limitation on Indebtedness	4
SECTION 5 MISCELLANEOUS		5
5.1	Nonpetition Covenant	5
5.2	Amendments; Waivers	5
5.3	Notices, Etc.	5
5.4	Entire Agreement	5
5.5	Governing Law	6
5.6	Successors	6
5.7	Third-Party Beneficiary	6
5.8	Severability	6
5.9	Counterpart Originals	6
5.10	Table of Contents, Headings, etc.	6
5.11	Waiver of Jury Trial	6
5.12	Submission to Jurisdiction; Waivers	7

i

PARENT COMPANY SUPPORT AGREEMENT

PARENT COMPANY SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 20, 2006, made by SONIC CORP., a Delaware corporation (“Holdco”), in favor of CITIBANK, N.A., a national banking association, as trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”) for the benefit of the Secured Parties. All capitalized terms used herein but not otherwise defined herein shall have the meanings contemplated in Section 1 hereof.

WITNESSETH:

WHEREAS, Sonic Capital LLC, a Delaware limited liability company (the “Master Issuer”), SRI Real Estate Holding LLC, a Delaware limited liability company (“SRI Real Estate Holdco”), the other Co-Issuers and the Trustee have entered into the Base Indenture, dated as of the date of this Agreement (as amended, modified or supplemented from time to time, exclusive of any Series Supplements, the “Base Indenture” and, together with all Series Supplements, the “Indenture”), providing for the issuance from time to time of one or more Series of Notes thereunder;

WHEREAS, (i) Sonic Industries Services Inc., an Oklahoma corporation (“SISI”), and the Master Issuer have entered into the SISI Contribution Agreement, (ii) Sonic Restaurant, Inc., an Oklahoma corporation (“SRI”), and SRI Real Estate Properties LLC, a Delaware limited liability company, have entered into the Real Estate Assets Contribution Agreement and (iii) SRI and SRI Real Estate Holding LLC, a Delaware limited liability company, have entered into the Real Estate Interests Contribution Agreement;

WHEREAS, the Master Issuer, the other Co-Issuers, the Franchisor, SISI and the Trustee have entered in the Servicing Agreement;

WHEREAS, SISI is a wholly-owned subsidiary of Holdco;

WHEREAS, SRI is a wholly-owned subsidiary of Holdco;

WHEREAS, Holdco will derive substantial direct and indirect benefit from the contribution of assets under the Initial Contribution Agreements; and

WHEREAS, Holdco will derive substantial direct and indirect benefit from the services provided by SISI under the Servicing Agreement;

1

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Holdco agrees with the Trustee, for the benefit of the Secured Parties, as follows:

SECTION 1

DEFINED TERMS

1.1 Definitions.

(a) For all purposes of this Agreement, except as set forth in Section 1.1(b) below, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in Annex A to the Base Indenture.

(b) The following terms shall have the following meanings:

“Holdco Consolidated Entities” means, collectively, Holdco and its consolidated Subsidiaries.

“Holdco Debt Incurrence Test” means the determination, as of the date of Incurrence of any Indebtedness by Holdco or any Holdco Consolidated Entity, of the Holdco Leverage Ratio and shall be deemed satisfied only if such Holdco Leverage Ratio is less than or equal to 5.0x.

“Holdco Leverage Ratio” means, at any time, the ratio of (a) the outstanding principal amount of Indebtedness of the Holdco Consolidated Entities at such time to (b) Historical Consolidated EBITDA of the Holdco Consolidated Entities at such time. For purposes of determining the outstanding principal amount of Indebtedness set forth in clause (a) above, at any time, the aggregate commitments under any Variable Funding Note Purchase Agreement or any other debt instrument entered into by any of the Holdco Consolidated Entities that permits future advances, borrowings, drawings or other Incurrences thereunder shall be deemed to fully drawn and outstanding regardless of whether any advances are actually outstanding at such time in respect of such commitments.

“Incur”, and derivatives thereof, means to, directly or indirectly, create, incur, assume, guarantee, pledge assets to secure or become liable, contingently or otherwise, with respect to, or otherwise become responsible for the payment of, any obligation for Indebtedness.

“Transferor” means the party identified as the “Transferor” in any Initial Contribution Agreement.

SECTION 2

PERFORMANCE OBLIGATIONS

2.1 Initial Contribution Agreements.

Holdco hereby agrees to cause each Transferor to perform each of the obligations, including any indemnity obligations, and the duties of such Transferor under each Initial Contribution Agreement to which such Transferor is a party, in each case as

2

and when due; provided, however, to the extent that such Transferor has not performed any such obligation or duty within thirty (30) days after such obligation or duty was required to be performed, Holdco hereby agrees to either (a) perform such obligation or duty or (b) cause any other Person (other than such Transferor) to perform such obligation or duty on Holdco’s behalf.

2.2 Servicing Agreement.

Holdco hereby agrees to cause the Servicer to perform each of the obligations, including any indemnity obligations, and the duties of the Servicer under the Servicing Agreement, in each case as and when due; provided, however, to the extent that the Servicer has not performed any such obligation or duty within thirty (30) days after such obligation or duty was required to be performed, Holdco hereby agrees to either (a) perform such obligation or duty or (b) cause any other Person (other than the Servicer) to perform such obligation or duty on Holdco’s behalf.

2.3 Holdco’s Liability.

Holdco’s liability hereunder shall be absolute and irrevocable and, without limiting the foregoing, shall not be released, discharged or otherwise affected by any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, arrangement or other similar proceeding relating to any Transferor or the Servicer or to any of their properties or assets, or any resulting release or discharge of any obligation of any Transferor or the Servicer or any other circumstances that constitute or might be construed to constitute a legal or equitable discharge of or defense to the obligations of Holdco hereunder. For the avoidance of doubt, the performance obligations of Holdco set forth in this Section 2 do not in any way obligate Holdco to perform the obligations and duties of any other party under any other Related Document, including the obligations and duties of the Co-Issuers under the Indenture or to pay any amounts owed by any Transferor or the Servicer other than amounts due in respect of indemnity obligations as expressly provided in the Initial Contribution Agreements or the Servicing Agreement, as the case may be.

SECTION 3

REPRESENTATIONS AND WARRANTIES

Holdco hereby represents and warrants, for the benefit of the Trustee and the Secured Parties, as follows as of the Initial Closing Date:

3.1 Organization and Good Standing.

Holdco is a corporation duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to own its properties and conduct its business as such properties are currently owned and such business is presently conducted and to execute, deliver and perform its obligations under this Agreement.

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3.2 Due Qualification.

Holdco is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions where the ownership or lease of property or the conduct of its business requires such qualifications, licenses and approvals, except where the failure to be so qualified or to obtain such licenses or approvals would not have a Material Adverse Effect.

3.3 Due Authorization; Conflicts.

The execution, delivery and performance by Holdco of this Agreement are within Holdco’s power and authority, have been duly authorized and do not contravene (i) the Holdco Charter Documents, (ii) any applicable law, order, rule or regulation applicable to Holdco of any court or of any federal, state or foreign regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Holdco or its properties (including any Requirement of Law regarding licensing and consumer protection) or (iii) any contractual restriction binding on or affecting Holdco, in the case of clause (ii) or (iii) above, the violation of which would have a Material Adverse Effect.

3.4 Enforceability.

This Agreement is the legal, valid and binding obligation of Holdco enforceable against Holdco in accordance with its terms, except as such enforceability may be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity (whether such enforcement is considered in a proceeding in equity or at law).

3.5 Financial Statements.

The financial statements included in Holdco’s Annual Report on Form 10-K for the year ended August 31, 2006 as filed with the Securities and Exchange Commission on October 31, 2006 (including in each case the schedules and notes thereto), have been prepared in accordance with GAAP and present fairly the financial position of Holdco and its consolidated subsidiaries as of the date thereof and the results of their operations and their cash flows for the periods covered thereby (except, in the case of unaudited quarterly financial statements, for the absence of footnotes and normal year-end audit adjustments).

SECTION 4

LIMITATION ON INDEBTEDNESS

4.1 Limitation on Indebtedness.

Neither Holdco nor any Holdco Consolidated Entity (other than the Securitization Entities) may Incur any Indebtedness unless: (a) after giving effect to such Incurrence, the Holdco Debt Incurrence Test would be satisfied or (b) the Rating Agency Condition has been satisfied in connection with such Incurrence.

4

SECTION 5

MISCELLANEOUS

5.1 Nonpetition Covenant.

Holdco shall not, prior to the date that is one year and one day after the later of the termination of the Indenture or the Insurance Agreement in accordance with their terms, petition or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against any Securitization Entity under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of any such Securitization Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of such Securitization Entity.

5.2 Amendments; Waivers.

Any provision of this Agreement may be amended or waived from time to time with the consent of the Control Party, only if such amendment or waiver is executed by the parties hereto in writing.

5.3 Notices, Etc.

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and sent, as to each party hereto, at its address set forth under its name on the signature pages hereto, or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective: (a) if sent by overnight courier, on the Business Day after the day sent, (b) if delivered personally, when delivered, and (c) if faxed, when the sender thereof shall have received electronic confirmation of the transmission thereof; provided that if such day shall not be a Business Day, then on the next Business Day.

5.4 Entire Agreement.

This Agreement and the other Related Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

5

5.5 Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.6 Successors.

All agreements of Holdco in this Agreement and each other Related Document to which it is a party shall bind its successors and assigns; provided, however, Holdco may not assign its obligations or rights under this Agreement or any Related Document, except with the written consent of the Control Party.

5.7 Third-Party Beneficiary.

The Control Party is an express third-party beneficiary of this Agreement.

5.8 Severability.

In case any provision in this Agreement or any other Related Document shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

5.9 Counterpart Originals.

The parties may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them together represent the same agreement.

5.10 Table of Contents, Headings, etc.

The Table of Contents and headings of the Sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

5.11 Waiver of Jury Trial.

6

EACH OF HOLDCO AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

5.12 Submission to Jurisdiction; Waivers.

Each of Holdco and the Trustee hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Related Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdco or the Trustee, as the case may be, at its address set forth in Section 5.3 or at such other address of which the Trustee shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.12 any special, exemplary, punitive or consequential damages.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

7

IN WITNESS WHEREOF, each of Holdco and the Trustee has caused this Agreement to be duly executed and delivered by its duly Authorized Officer as of the date first above written.

SONIC CORP.
By:	/s/    Stephen C. Vaughan
	Name:	Stephen C. Vaughan
	Title:	Vice President and Chief Financial Officer
Address:
300 Johnny Bench Drive Oklahoma City, OK 73104 Attention: General Counsel
Facsimile:
404-225-5973

[Signature Page to Parent Company Support Agreement]

AGREED AND ACCEPTED:
CITIBANK, N.A., in its capacity as Trustee
By:	/s/ Kristen Driscoll
	Name:  Kristen Driscoll
	Title:    Vice President

Address:

Citibank, N.A.

388 Greenwich Street

14th Floor

New York, NY 10013

Attention: Agency & Trust – Sonic Series 2006-1

Facsimile: 212-816-5527

[Signature Page to Parent Company Support Agreement]