Applebee’s Enterprises LLC, Applebee’s IP LLC, and the entities referred to herein as the “Restaurant Holders” each as Co-Issuers and Wells Fargo Bank, National Association, as Indenture Trustee

Exhibit 4.21

EXECUTION COPY

Applebee’s Enterprises LLC,
Applebee’s IP LLC, and
the entities referred to herein as the “Restaurant Holders”
each as Co-Issuers

and

▇▇▇▇▇ Fargo Bank, National Association,
as Indenture Trustee

BASE INDENTURE

Dated as of November 29, 2007

Asset Backed Notes

(Issuable in Series)

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

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BASE INDENTURE, dated as of November 29, 2007 (as amended or supplemented from time to time, the “Base Indenture”), among Applebee’s Enterprises LLC, a Delaware limited liability company (the “Master Issuer”), Applebee’s IP LLC, a Delaware limited liability company (the “IP Holder”), and each of the entities appearing in the definition of “Restaurant Holders” in Appendix A hereto (together with any additional Restaurant Holders that become a party to this Base Indenture after the date hereof pursuant to Section 7.14(a), the “Restaurant Holders”) (each of the Master Issuer, IP Holder and Restaurant Holders, a “Co-Issuer” and collectively, the “Co-Issuers”), and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (herein, together with its permitted successors in the trusts hereunder, the “Trustee” or “Indenture Trustee”).

PRELIMINARY STATEMENT

Each of the Co-Issuers is duly authorized to execute and deliver this Base Indenture to provide for the Notes issuable as provided in this Base Indenture. All covenants and agreements made by the Co-Issuers herein are for the benefit of the Indenture Trustee, each Note Owner, each Noteholder, each Hedge Counterparty, if any, and each Insurer, if any, as applicable. The Indenture Trustee (for its own benefit and for the benefit of each Note Owner and each Noteholder), each Hedge Counterparty, if any, and each Insurer, if any, is referred to herein as a “Secured Party” and collectively are referred to herein as the “Secured Parties.”  Each of the Co-Issuers is entering into this Base Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make this Base Indenture a valid agreement of each of the Co-Issuers in accordance with the terms hereof have been done.

GRANTING CLAUSES

Subject to the priorities and the exclusions, if any, specified below in these Granting Clauses, each of the Co-Issuers hereby Grants to the Indenture Trustee, for its own benefit and security and for the benefit and security of the other Secured Parties, all of the Co-Issuers’ assets, respectively, including all of the Co-Issuers’ right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, all securities, loans, investments, accounts, inventory, equipment, chattel paper, money, deposit accounts, instruments, financial assets, documents, investment property, general intangibles, letter of credit rights, and other supporting obligations (in each case, as defined in the UCC), and other property (other than the Excepted Property) of any type or nature in which the Co-Issuer has an interest, relating thereto and all proceeds with respect to the foregoing (subject to the exclusions noted below, the “Indenture Collateral”). Such Grants include, but are not limited to:

(a)                                  with respect to the Master Issuer, (i) the Existing U.S. Franchise Agreements and all Franchise Payments thereon, (ii) its rights but none of its obligations under the Post-Closing U.S. Restaurant Purchase Agreement, including the revenues generated by the Post-Closing U.S. Restaurants (pending the transfer of the assets relating to such Post-Closing U.S. Restaurants to the applicable Restaurant Holders following the Closing Date), (iii) the IHOP

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Residual Certificate and any Replacement Residual Certificate, and (iv) the limited liability company membership interests (and, with respect to each Restaurant Holder that is a corporation, the capital stock) owned by the Master Issuer that represents the 100% ownership interest in each of the Franchise Holder, the IP Holder and the Restaurant Holders and its ownership interest in each Liquor License Holder;

(b)                                 with respect to the Restaurant Holders, (i) the Company-Owned U.S. Restaurant Assets; (ii) the Company-Owned Real Property; and (iii) the payments received by the Restaurant Holders on the Refranchised Restaurant Leases, if any, Franchisee Sub-Leases, if any, and any other leases entered into by the Restaurant Holders as the lessor or the sub-lessor, as applicable; provided, that the Company-Owned U.S. Restaurant Assets and Company-Owned Real Property relating to the Post-Closing U.S. Restaurants will not be property of the Restaurant Holders included in the Indenture Collateral until such assets are transferred to the applicable Restaurant Holder in the manner provided in the Post-Closing U.S. Restaurant Purchase Agreement (although the right to the proceeds of such assets will be included in the Indenture Collateral from the Closing Date forward as described above);

(c)                                  with respect to the IP Holder, the IP Assets and the right to bring an action at law or in equity for any infringement, misappropriation, dilution or violation thereof occurring prior to, on or after the Closing Date, and to collect all damages, settlements and proceeds relating thereto;

(d)                                 any and all other property of every name and nature, now or hereafter transferred, mortgaged, pledged, or assigned as security for payment or performance of any obligation of the Franchisees or other Persons, as applicable, to the Master Issuer under the Existing U.S. Franchise Agreements and the rights evidenced thereby or reflected therein (the assets, rights and interests described in this clause (d), together with all payments, proceeds and accrued and future rights to payment relating thereto, being referred to herein as the “Existing Franchise Assets”);

(e)                                  the Accounts (other than the Advertising Fees Account) and all amounts on deposit in or otherwise credited to the Accounts; provided, that the security interest of the Indenture Trustee to (i) the Lease Payment Account will be subject to the rights of third party lessors to receive the amount on deposit in such Account, (ii) the Gift Card Reserve Account will be subject to the rights of ACMC, Inc. to receive the amount on deposit in such Account, (iii) the Third Party Licensing Fee Account will be subject to the rights of Weight Watcher’s International, Inc. and any other third party to receive the amount on deposit in such Account, (iv) the Insurance Proceeds Account will be subject to the prior rights of the Franchisees to receive the amount on deposit in such Account pursuant to the related Franchise Agreement and (v) certain Accounts maintained with local depositary institutions for the deposit of cash revenues generated by Company-Owned U.S. Restaurants pending transfer to the Concentration Account may not be subject to Account Control Agreements to the extent permitted in the Servicing Agreement;

(f)                                    the books and records (whether in physical, electronic or other form) of each of the Co-Issuers, including those books and records maintained by the Servicer on behalf

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of the Master Issuer relating to the Existing Franchise Assets and on behalf of the IP Holder relating to the IP Assets;

(g)                                 the rights, powers, remedies and authorities of the Co-Issuers under any agreements relating to the IP Assets including any IP License Agreement entered into by the Co-Issuers in connection therewith;

(h)                                 the rights, powers, remedies and authorities of the Co-Issuers under (i) each of the Transaction Documents (other than the Indenture) to which they are a party and (ii) with respect to the Master Issuer, each of the documents relating to the Existing Franchise Assets to which it is a party;

(i)                                     any and all other property of the Co-Issuers now or hereafter acquired other than the Excepted Property; and

(j)                                     all payments, proceeds and accrued and future rights to payment with respect to the foregoing;

provided, that the Indenture Collateral will exclude the following property of the Co-Issuers (the “Excepted Property”):  (i) the liquor licenses owned by the Restaurant Holders, (ii) the Company Leases, the Sale/Leaseback Leases, if any, the Franchisee Sub-Leases, if any, and the Refranchised Restaurant Leases, if any (all of which leases are referred to herein collectively as the “Leases”), (iii) the Excepted IP Assets and (iv) the Advertising Fees Account and all amounts on deposit in the Advertising Fees Account from time to time, which will be held by the Servicer for the benefit of the Master Issuer; provided, however, that all rights to payment and all payments received by the Restaurant Holders on any Franchisee Sub-Leases, Refranchised Restaurant Leases and any other leases that the Restaurant Holders are party to as lessor or sublessor will be included in the Indenture Collateral as described above; provided, further, that the Excluded Property will not be part of the Indenture Collateral.

Such Grants are made in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as expressly provided in this Base Indenture, and to secure the prompt and complete payment and observance and performance of the Secured Obligations in accordance and subject to the allocation priorities and the priorities of payment set forth in Article X and Article XI including, without limitation, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Base Indenture and the other Transaction Documents (other than the Leases), respectively, and (iii) compliance with the provisions of this Base Indenture, all as provided in this Base Indenture and the other Transaction Documents, respectively.

The Co-Issuers’ obligations to pay the Accrued Insurer Premium Amount, the Insurer Expense Amount, the Insurer Reimbursement Amount, if any, and any and all other amounts, including but not limited to, reimbursements, indemnities and other costs or liabilities incurred by each Insurer, if any, in connection with its obligations as an insurer under or in connection with the Transaction Documents, are secured equally and ratably with the amounts

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due on the Notes hereunder in accordance with and subject to the allocation priorities and the priorities of payment set forth in Article X and Article XI.

The foregoing Grants shall, for the purpose of determining the property subject to the Lien of this Base Indenture, be deemed to include any securities and any investments granted by or on behalf of the Co-Issuers to the Indenture Trustee for the benefit of the Secured Parties, whether or not such securities or such investments satisfy the criteria set forth in this Base Indenture. The Co-Issuers hereby authorize the filing of one or more financing statements naming the Co-Issuers as debtor and describing the Indenture Collateral covered thereby as “all assets and property in which the debtor has an interest whether now owned or existing or hereafter acquired or arising.”

Except to the extent otherwise provided in this Base Indenture, each of the Co-Issuers does hereby constitute and irrevocably appoint (until this Base Indenture is terminated) the Indenture Trustee its true and lawful attorney with full power (in the name of the Co-Issuers or otherwise) to exercise the rights of the Co-Issuers with respect to the Indenture Collateral held for the benefit and security of the Secured Parties and to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of any of the Indenture Collateral held for the benefit and security of the Secured Parties, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises. The power of attorney granted pursuant to this Base Indenture and all authority hereby conferred are granted and conferred solely to protect the Indenture Trustee’s interest in the Indenture Collateral held for the benefit and security of the Secured Parties and shall not impose any duty upon the Indenture Trustee to exercise any power except as expressly provided herein or in any other Transaction Documents. This power of attorney shall be irrevocable as one coupled with an interest prior to the payment in full of all the obligations secured hereby.

This Base Indenture shall constitute a security agreement under the laws of the State of New York applicable to agreements made and to be performed therein. Upon the occurrence of any Event of Default with respect to the Notes, and in addition to any other rights available under this Base Indenture or any other instruments included in the Indenture Collateral held for the benefit and security of the Secured Parties or otherwise available at law or in equity, the Indenture Trustee shall have all rights and remedies of a secured party on default under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public or private sale, in each case, subject to the rights of the Series Controlling Parties or the Aggregate Controlling Party, as applicable, under the relevant Transaction Documents.

It is expressly agreed that each of the Co-Issuers shall remain liable under any of the Transaction Documents and other agreements to which such Co-Issuer is a party to perform (or to engage the Servicer (or, to the extent permitted under the Franchise Documents, other third parties) to perform on its behalf) all the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and except as otherwise expressly

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provided herein, the Indenture Trustee shall not have any obligations or liabilities under such agreements by reason of or arising out of this Base Indenture, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any obligations of any of the Co-Issuers under or pursuant to such agreements or to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by it, to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein in accordance with, and subject to, the terms hereof in order that the interests of the Secured Parties may be adequately and effectively protected in accordance with this Base Indenture.

ARTICLE I

DEFINITIONS

Section 1.1                                      Definitions. Except as otherwise specified herein or as the context may otherwise require, capitalized terms used herein shall for all purposes of this Base Indenture have the respective meanings provided in Appendix A hereto.

Section 1.2                                      Rules of Construction. Unless the context otherwise clearly requires:

(i)             the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(ii)          whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(iii)       the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(iv)      the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(v)         any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(vi)      any reference herein to any Person, or to any Person in a specified capacity, shall be construed to include such Person’s successors and assigns or such Person’s successors in such capacity, as the case may be;

(vii)   all references in this instrument to designated “Articles,” “Sections,” “subsections,” “clauses” and other subdivisions are to the

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designated Articles, Sections, subsections, clauses and other subdivisions of this instrument as originally executed, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Base Indenture as a whole and not to any particular Article, Section, subsection, clause or other subdivision; and

(viii)   any determination made by the Servicer shall be made in accordance with the Servicing Standard as set forth in the Servicing Agreement.

ARTICLE II

THE NOTES

Section 2.1                                      Forms Generally. The Notes and the Authenticating Agent’s certificate of authentication thereon (the “Certificate of Authentication”) shall be in substantially the forms required by this Article II, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Base Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Co-Issuers executing such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officer(s) executing such Notes, as evidenced by their execution of such Notes. Each Note shall be issued in registered form and dated the date of its authentication. The terms of the Notes set forth in the exhibits to the applicable Series Supplement are part of the terms of this Base Indenture.

Section 2.2                                      Forms and Issuance of Notes and Certificate of Authentication.

(a)                                  The form of the Notes, including the Certificate of Authentication, shall be substantially as set forth, respectively, as exhibits to the applicable Series Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Base Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Co-Issuers executing such Notes as evidenced by their execution of such Notes.

(b)                                 (i)   Unless otherwise provided in the applicable Series Supplement, Notes offered and sold in reliance on Rule 144A to Persons that are both QIBs and QPs shall be issued initially in the form of one or more Rule 144A Global Notes, which shall be deposited with the Indenture Trustee, as custodian for DTC and registered in the name of DTC or a nominee of DTC, duly executed by the Co-Issuers and authenticated by the Indenture Trustee as hereinafter provided. The Aggregate Outstanding Principal Amount of the Rule 144A Global Notes of a Series of Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

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(ii)          Notes offered and sold in reliance on Regulation S to Persons that are (a) neither U.S. Persons nor U.S. Residents and (b) QPs shall be issued in the form of one or more Regulation S Global Notes, which shall be deposited with the Indenture Trustee, as custodian for DTC and registered in the name of DTC or the nominee of DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Co-Issuers and authenticated by the Indenture Trustee as hereinafter provided. The Aggregate Outstanding Principal Amount of the Regulation S Global Notes of a Series of Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

(iii)       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 Authorized Minimum Denominations and, with respect to the Class A-1 Notes only, as set forth in the applicable provisions of the applicable Series Supplement or Class A-1 Note Purchase Agreement.

(c)                                  Definitive Notes.

(i)             Subject to Section 2.10, the Global Notes may be issued in the form of one or more certificated notes in definitive, fully registered form without interest coupons with the applicable legends as set forth in exhibits to the applicable Series Supplement, respectively added to the form of such securities (each, a “Definitive Note”).

(ii)          All Class A-1 Notes of any Series shall be issued only in the form of Definitive Notes. The initial sale of the Class A 1 Notes of any Series is limited to Persons who have executed the related Class A 1 Note Purchase Agreement. The Class A 1 Notes of any Series may be resold only as set forth in the related Series Supplement or  Class A 1 Note Purchase Agreement, as applicable. Class A 1 Notes shall bear such face amounts and be issued in such aggregate Outstanding principal amounts as are set forth in the related Series Supplement. The Indenture Trustee shall record any increases or decreases with respect to the Outstanding principal amount of the Class A-1 Notes as set forth in the related Series Supplement.

(d)                                 Book-Entry Provisions. This clause (d) shall apply only to securities in global form (the “Global Notes”) deposited with or on behalf of DTC.

Agent Members shall have no rights under this Base Indenture with respect to any Global Note held on their behalf by the Indenture Trustee, as custodian for DTC, or under the Global Note, and DTC may be treated by the Co-Issuers, the Indenture Trustee, and any agent of

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the Co-Issuers or the Indenture Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Co-Issuers, the Indenture Trustee, or any agent of the Co-Issuers or the Indenture Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(e)                                  Physical Delivery. Except as provided in clause (c) and Section 2.10, owners of beneficial interests in a Series of Global Notes shall not be entitled to receive physical delivery of certificated Notes representing such Series of Global Notes. Holders of Class A-1 Notes of any Series shall be entitled to receive physical delivery of certificated Notes representing such Class A-1 Notes.

(f)                                    The following shall be true with respect to any Series of Class A-1 Notes, except to the extent that the Series Supplement or Class A 1 Note Purchase Agreement with respect to such Class of Notes shall provide otherwise:

(i)             for purposes of any provision of any Transaction Document relating to any vote, consent, direction or the like to be given by such Class A-1 Notes on any date, any commitments to extend credit under such Class A 1 Note Purchase Agreement shall be treated as if they were fully drawn and outstanding as Outstanding principal amount, without duplication as among different sub-classes 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 Transaction Document relating to termination, discharge or the like, such Class A-1 Notes shall continue to be deemed Outstanding unless and until all commitments to extend credit under such Class A 1 Note Purchase Agreement have been terminated thereunder.

Section 2.3                                      Authorized Amount; Issuable in Series.

(a)                                  The Aggregate Outstanding Principal Amount of Notes which may be authenticated and delivered under this Base Indenture is subject to the limitations and conditions imposed by this Base Indenture, any Series Supplement and any other Transaction Documents.

(b)                                 The Notes (other than the Class A-1 Notes) shall be offered and sold by the Co-Issuers without registration under the Securities Act in reliance upon Rule 144A or Regulation S of the Securities Act. The Class A-1 Notes of any Series shall be offered and sold by the Co-Issuers without registration under the Securities Act in a transaction not involving any public offering within the meaning of the Securities Act in reliance upon an exemption therefrom as contemplated by the applicable Class A-1 Note Purchase Agreement.

(c)                                  The Notes may be issued in one or more Series of Notes. Each Series of Notes shall be created by a Series Supplement substantially in the form of Exhibit A

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hereto. Notes of any Series of Notes not issued on the Closing Date may not be issued prior to the third Accounting Date following the Closing Date. Notes of a new or existing Series of Notes may from time to time be executed by the Co-Issuers and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon the receipt by the Indenture Trustee of a Company Order at least three Business Days (except in the case of the issuance of the Initial Series of Notes) in advance of the date of issuance of such Series of Notes and upon delivery by the Co-Issuers to the Indenture Trustee and each Insurer, if any, of the following:

(i)             a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series of Notes by the Indenture Trustee and specifying the designation of such new Series, the Aggregate Outstanding Principal Amount of Notes of such new Series to be authenticated and the Series Note Interest Rate (or the method for allocating interest payments or other cash flow) with respect to such new Series;

(ii)          a Series Supplement executed by the Co-Issuers and the Indenture Trustee and in form and substance consented to by each Insurer, if any, of any Notes of such Series of Notes and specifying the Principal Terms of such new Series;

(iii)       the related Series Hedge Agreement, if any, executed by each of the Parties thereto;

(iv)      the Insurance Policy and the Insurance Agreement (or other credit enhancement agreement), if any, executed by each of the parties thereto;

(v)         if any Series of Notes will remain Outstanding at the proposed Issuance Date of such Notes, written confirmation that the Rating Agency Condition shall have been satisfied with respect to such other Series of Notes that is rated after giving effect to such issuance;

(vi)      an Officer’s Certificate of each of the Co-Issuers dated as of the Issuance Date to the effect that (A)  no Default or Event of Default, Potential Rapid Amortization  Event or Rapid Amortization Event under this Base Indenture has occurred and is continuing, or is likely to occur as a result of such proposed issuance, and all representations and warranties of the Co-Issuers in this Base Indenture and the other Transaction Documents are true and correct and will continue to be true and correct after giving effect to such issuance in all material respects (other than any such representation and warranty that, by its terms, speaks only as of the Closing Date); (B) if any Series 2007-1 Senior Notes are Outstanding, the pro forma Three-Month DSCR for the Payment Date preceding such Issuance Date and the two immediately preceding Payment Dates, assuming the issuance of Additional Notes, together with all other Series of Notes Outstanding, on the first day of the sixth full month preceding the Payment Date immediately preceding the date of the proposed issuance thereof, is at least 0.1

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higher than the Three-Month DSCR as of the Closing Date unless otherwise agreed by the Series 2007-1 Class A Insurer for such Series 2007-1 Senior Notes; (C) no Servicer Termination Event has occurred and is continuing, or will occur with notice or the lapse of time or both, or is likely to occur as a result of such proposed issuance; (D) no Cash Trap Reserve Event has occurred and is continuing, or is likely to occur as a result of such proposed issuance; (E) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under Article VIII or the applicable Series Supplement; (F) no Change of Control without the prior written consent of each of the Insurers, if any, has occurred and is continuing, or will occur as a result of such proposed issuance; (G) unless otherwise agreed by the Lead Insurer with respect to the Series 2007-1 Senior Notes, the Senior ABS Leverage Ratio is at least 0.25 lower than the Senior ABS Leverage Ratio as of the Closing Date prior to and after giving effect to the proposed issuance; provided that the Lead Insurer with respect to the Series 2007-1 Senior Notes may elect to waive the condition set forth in this clause (G); (H) in the case of Additional Notes of any existing Series to be issued, either (1) each Insurer, if any, insuring such Series has consented thereto in writing or (2) without the consent of each Insurer, if any, insuring such Series, the aggregate principal amount to be issued is not greater than the excess, if any, of the maximum authorized principal amount of such Series as set forth in the applicable Series Supplement, over the aggregate principal amount of Notes of such Series that have previously been issued (whether or not still Outstanding); (I) all expenses with respect to the offering of such Notes or relating to actions taken in connection therewith which are required to be paid on such Issuance Date have been paid or will be paid from the proceeds thereof; (J) such other applicable conditions set forth in the Series Supplement and, if applicable, the related Class A-1 Note Purchase Agreement for any Series of Notes (for so long as such Series of Notes is Outstanding) have been satisfied; and (K) any and all other applicable conditions under this Base Indenture and the other Transaction Documents have been satisfied;

(vii)   an Opinion of Counsel, subject to the assumptions and qualifications stated therein, in form and substance reasonably acceptable to the Series Controlling Parties, dated the date of issuance of the new Series of Notes or additional Notes of any existing Series, substantially to the effect that:

(A)      the Indenture has been duly authorized, executed and delivered by the Co-Issuers and constitutes a legal, valid and binding agreement of each of the Co-Issuers, enforceable against each of the Co-Issuers in accordance with its terms;

(B)        the relevant Notes have been duly authorized by the Co-Issuers, and, when such Notes have been duly authenticated and delivered by the Indenture Trustee, such Notes will be legal, valid and binding obligations of each of the

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Co-Issuers, enforceable against each of the Co-Issuers in accordance with their terms;

(C)        none of the Securitization Entities is required to be registered under the Investment Company Act;

(D)       the issuance and sale by the Co-Issuers of such Notes (1) does not require any consent, approval, license, authorization or validation of, or filing, recording or registration with, any executive, legislative, judicial, administrative or regulatory bodies pursuant to any laws, rules and regulations, except those that may be required under state securities or blue sky laws, and such other approvals that have been obtained and are in effect, (2) does not result in a violation of any provision of any of the Co-Issuers’ certificates of formation and limited liability company agreements or certificates of incorporation and by-laws, as applicable, or any laws, rules and regulations applicable to any of the Co-Issuers, and (3) does not breach or result in a violation of, or default under, (x) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement to which any of the Co-Issuers is a party or by which any of the Co-Issuers or any of their respective properties may be bound or (y) any judgment, decree or order that is applicable to any of the Co-Issuers issued by any executive, legislative, judicial, administrative or regulatory bodies having jurisdiction over any of the Co-Issuers or any of their respective properties;

(E)         (1) any additional Senior Notes will be treated as debt for tax purposes (and any additional Subordinated Series of Notes will be treated for tax purposes in the manner described in the related Offering Memorandum) and (2) the Additional Notes will not cause any Senior Notes Outstanding to be treated as other than debt (and will not cause any Subordinated Notes Outstanding to be treated other than in the manner described in the related Offering Memorandum), and will not cause any Co-Issuer that is not a corporation to be treated as a corporation, for U.S. federal income tax purposes;

(F)         there is no legal or governmental action, investigation or proceeding pending or threatened against any of the Co-Issuers (1) asserting the invalidity of the Indenture or any Notes, (2) seeking to prevent the issuance of such Notes or the consummation of any of the transactions provided for in the Indenture, (3) that would materially and adversely affect the ability of any of the Co-Issuers to perform its obligations under, or the validity or enforceability (with respect to the Co-Issuers) of, the Indenture or any Notes or (4) seeking to materially affect adversely

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the tax treatment of the Co-Issuers, or the tax consequences to the Holders of any Notes Outstanding as described in any applicable Offering Memorandum under the heading “Certain Federal Income Tax Consequences” or otherwise cause any of the statements under the heading “Certain U.S. Federal Income Tax Considerations” in any applicable Offering Memorandum to be inaccurate or incorrect to any material extent; and

(G)        it is not necessary in connection with the offer and sale of such Notes by the Co-Issuers to the Initial Purchaser thereof or by the Initial Purchaser to the initial investors in such Notes to register such Notes under the Securities Act;

(viii)  if the Lead Insurer with respect to the Series 2007-1 Notes is the Aggregate Controlling Party, the prior written consent of the Lead Insurer with respect to the Series 2007-1 Notes; provided that such consent will not be required if the issuance of such Additional Notes will not cause the Lead Insurer with respect to the Series 2007-1 Notes to cease to be the Aggregate Controlling Party;

(ix)        evidence of the Aggregate Controlling Party’s approval of any scheduled amortization of any Additional Notes if such amortization is scheduled to occur on or before the Anticipated Repayment Date for any Series of Notes Outstanding;

(x)           a summary of the Principal Terms of the Series of Notes to be issued; and

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

Upon satisfaction of such conditions and the conditions in Article III, the Indenture Trustee shall authenticate and deliver, as provided above, such Notes upon execution thereof by the Co-Issuers. The Co-Issuers shall deliver a summary of the Principal Terms of any new Series of Notes issued pursuant to this Section 2.3(c) to the Holders of all previously issued Series of Notes Outstanding within ten (10) Business Days following the date of issuance of such new Series of Notes.

(d)                                 In conjunction with the issuance of a new Series of Notes, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which shall include, as applicable:

(i)             its name or designation, each Class of Notes and whether such Series or Class of Notes consists of Senior Notes or Subordinated Notes, or both, as applicable;

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(ii)          the Aggregate Outstanding Principal Amount of such Series of Notes at issuance and the maximum permitted Aggregate Outstanding Principal Amount of such Series of Notes that is authorized to be issued;

(iii)       the Series Interest Payment Amount relating to such Series of Notes (and the method for calculating such Series Interest Payment Amount, including the Note Interest Rate, Interest Accrual  Period, Senior Notes Monthly Interest Amount, Series Contingent Additional Interest Amount, Series Make-Whole Amount, if any, and the Rate Determination Date, if applicable) with respect to such Series of Notes;

(iv)      the Series Contingent Additional Interest Amount for such Series of Notes;

(v)         the date or dates from which interest shall accrue;

(vi)      the Series Insurer Premiums, if any;

(vii)   the names of any accounts to be used in relation to such Series of Notes and the terms governing the operation of any such account;

(viii) whether the Co-Issuers are required to maintain in place a Series Hedge Agreement to hedge interest rate or any other risk in respect of such Notes and, if so, the principal terms of each such Series Hedge Agreement; provided, however, that if the proposed issuance would cause the Aggregate Outstanding Principal Amount of all Senior Notes (including the undrawn amount of any variable funding Series of Notes) with floating interest rates to be greater than the least of the Unhedged Floating Rate Note Principal Limits applicable with respect to any Outstanding Senior Notes, such Series shall be made subject to a Series Hedge Agreement in accordance with Section 13.2 unless otherwise consented to by the Aggregate Controlling Party;

(ix)        the initial Series Hedge Agreement and Series Hedge Counterparty, if any;

(x)           the Series Anticipated Repayment Date and the permitted Series Adjusted Repayment Dates, if any, for such Series of Notes;

(xi)        the extension options for such Series of Notes, and conditions to such extension, if any, that would extend such Series Anticipated Repayment Date;

(xii)     in the case of Subordinated Notes, whether payment or prepayment of such Notes is restricted for so long as any Senior Notes remains Outstanding;

(xiii)  the Series Legal Final Maturity Date;

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(xiv)  the identity of each Insurer, if any, relating to such Series of Notes;

(xv)  if applicable, the Series Make-Whole Amount for such Series of Notes;

(xvi)  the Series Senior Interest Reserve Account Required Amount, if any;

(xvii)  each Series Event of Default, if any; provided that the inclusion of any Series Event of Default shall be subject to the consent of each Insurer, if any, of any Senior Notes that remain Outstanding at the time of such issuance;

(xviii)  any Monthly Subordinated Notes Amortization Amount, Partial Amortization Amount, Partial Amortization Event, Partial Amortization Trigger, Residual Threshold Amount or other relevant terms, triggers or thresholds that will apply specifically to such Series of Notes; provided, however, that such terms do not change the terms of any Outstanding Notes or otherwise materially conflict with the provisions of this Base Indenture or the Series Supplement relating to any other Series of Notes unless consented to in accordance with Article VIII (all such terms, the “Principal Terms” of such Series of Notes).

Section 2.4                                      Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Co-Issuers by an Authorized Officer of each of the Co-Issuers, respectively. The signature of such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signatures of individuals who were at the time of signing Authorized Officers of the applicable Co-Issuer shall bind such Co-Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

At any time and from time to time after the execution and delivery of this Base Indenture, the Co-Issuers may deliver Notes executed by the Co-Issuers to the Indenture Trustee or the Authenticating Agent for authentication, and the Indenture Trustee or the Authenticating Agent, upon Company Order, shall authenticate and deliver such Notes as provided in this Base Indenture and not otherwise.

Each Note authenticated and delivered by the Indenture Trustee or the Authenticating Agent to or upon Company Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Base Indenture shall be dated the date of their authentication.

Notes issued upon transfer, exchange or replacement of other Notes shall be issued in the Authorized Minimum Denominations reflecting the original Aggregate Outstanding

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Principal Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding Principal Amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original Aggregate Outstanding Principal Amount of such subsequently issued Notes.

No Note shall be entitled to any benefit under this Base Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual or facsimile signature of one of their Authorized Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.5                                      Registration, Registration of Transfer and Exchange.

(a)                                  The Co-Issuers shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Co-Issuers shall provide for the registration of Notes and the registration of transfers and exchanges of Notes with respect to each Series. The Indenture Trustee is hereby appointed the initial Paying Agent and “Note Registrar” for the purpose of registering Notes and transfers and exchanges of such Notes. The Note Registrar shall keep the Note Register (including the name and address of each such Noteholder) and of their transfer and exchange. The Indenture 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 Indenture Trustee shall send copies of all notices and demands received by the Indenture Trustee (other than those sent by the Co-Issuers to the Indenture Trustee and those addressed to the Co Issuers) in connection with the Notes to the Co-Issuers. Upon any resignation or removal of the Note Registrar, the Co-Issuers shall promptly appoint a successor Note Registrar which satisfies the conditions set forth in Section 6.7.

If a Person other than the Indenture Trustee is appointed by the Co-Issuers as Note Registrar, the Co-Issuers shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Registrar, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and numbers of such Notes.

Subject to this Section 2.5, upon surrender for registration of transfer of any Notes at the office or agency of the Co-Issuers to be maintained as provided in Section 7.2, the surrendered Notes shall be returned to the Co-Issuers marked “cancelled,” or retained by the Indenture Trustee in accordance with its standard retention policy, and the Co-Issuers shall execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any Authorized Minimum Denominations and of a like Aggregate Outstanding Principal Amount.

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Subject to the provisions of this Section 2.5, at the option of the Holder, Notes may be exchanged for Notes of like terms, in any Authorized Minimum Denominations and of like Aggregate Outstanding Principal Amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Note is surrendered for exchange, the Co-Issuers shall execute and the Indenture Trustee shall authenticate and deliver the Notes that the Holder making the exchange is entitled to receive.

All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Co-Issuers, evidencing the same debt, and entitled to the same benefits under this Base Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Note Registrar duly executed 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 Note 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 Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and accompanied by such other documents as the Indenture Trustee and the Note Registrar may require and as may be required by this Base Indenture, and thereupon one or more new Notes of authorized denominations in the same aggregate principal amount will be issued to such Holder (or his attorney) or designated transferee or transferees, as applicable.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Neither the Note Registrar nor the Co-Issuers shall be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business fifteen (15) days before any selection of Notes to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Note so selected for redemption.

(b)                                 No Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of the Securities Act, is exempt from the registration requirements under applicable state securities laws and will not cause any of the Co-Issuers or the pool of Indenture Collateral to become subject to the requirement that it register as an investment company under the Investment Company Act.

The following sentences of this paragraph shall not apply to any Class A-1 Notes of any Series, the transfer of which shall be governed by Section 2.5(e)(ii)(b) unless otherwise provided in the applicable Series Supplement. No Note may be offered, sold or delivered within the United States or to, or for the benefit of, U.S. Persons except to Persons that are both QIBs and QPs purchasing for their own account or for the accounts of one or more Persons that are

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both QIBs and QPs, for which the purchaser is acting as fiduciary or agent in accordance with Rule 144A; provided that Persons purchasing the Subordinated Notes must purchase the Subordinated Notes for their own account and may not be Flow-Through Investment Vehicles. The Senior Notes may be sold or resold, as the case may be, in offshore transactions to purchasers each of whom is both a QP and a Non-U.S. Person and Non-U.S. Resident in reliance on Regulation S; provided that if such sale or resale occurs prior to the expiration of the Distribution Compliance Period, the transferred interest must be held through Euroclear or Clearstream. None of the Co-Issuers, the Indenture Trustee or any other Person may register the Notes under the Securities Act or any state securities laws.

(c)                                  Upon final payment due on the Maturity of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of the Indenture Trustee or at the office of any Paying Agent (outside the United States if then required by applicable law in the case of a Definitive Note issued in exchange for a beneficial interest in a Regulation S Global Note pursuant to Section 2.5 and Section 2.10) on or prior to such Maturity; provided that if there is delivered to the Co-Issuers and the Indenture Trustee such reasonable security or indemnity as may be required by them to save each of them harmless and an undertaking thereafter to surrender such certificate, then, in the absence of notice to the Co-Issuers or the Indenture Trustee that the applicable Note has been acquired by a Protected Purchaser, such final payment shall be made without presentation or surrender.

(d)                                 Notwithstanding any provision to the contrary herein, so long as any Global Note remains Outstanding and is held by or on behalf of DTC, transfers of such Global Note, in whole or in part, shall only be made in accordance with Section 2.2(d) and this clause (d).

(i)             Subject to clauses (ii), (iii) and (iv) of this clause (d), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to a nominee of DTC or to a successor of DTC or such successor’s nominee.

(ii)          Regulation S Global Note to Rule 144A Global Note. If a Holder of a beneficial interest in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note for such Series of Notes or to transfer its interest in such Regulation S Global Note to a transferee who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear and Clearstream or DTC, as the case may be, cause the exchange or transfer of such interest for an equivalent beneficial interest in such Rule 144A Global Note; provided that the remaining beneficial interest in such Regulation S Global Note held by such Holder shall either equal zero or meet the Authorized Minimum Denominations. To the extent that the Indenture Trustee, as Note Registrar, and the Co-Issuers have received (A) instructions from Euroclear, Clearstream or DTC, as the case may be, directing the Indenture Trustee, as Note Registrar, to cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note

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to be exchanged or transferred but not less than the Authorized Minimum Denominations applicable to Notes held through Rule 144A Global Notes, such instructions to contain information regarding the participant account with DTC to be credited with such increase, and (B) a certificate in the form of Exhibit B attached hereto stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including that the Holder is both a QIB and a QP (in the case of an exchange) or that is a QP that the Holder reasonably believes that the transferee is a QIB (in the case of a transfer) and that the beneficial interest is being exchanged or transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other relevant jurisdiction, then Euroclear or Clearstream or the Indenture Trustee, as Note Registrar, as the case may be, shall instruct DTC to reduce the Regulation S Global Note by the Aggregate Outstanding Principal Amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged, and the Indenture Trustee, as Note Registrar, shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note.

(iii)       Rule 144A Global Note to Regulation S Global Note. If a Holder of a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a transferee who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such Holder, provided such holder or, in the case of a transfer, such transferee, is a QP that is both a Non-U.S. Person and Non-U.S. Resident, may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in such Regulation S Global Note; provided that the remaining beneficial interest in such Rule 144A Global Note held by such Holder shall either equal zero or meet the Authorized Minimum Denominations. Upon receipt by the Indenture Trustee, as Note Registrar, and the Co-Issuers of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Indenture Trustee to cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, but not less than the Authorized Minimum Denominations applicable to Notes held through Regulation S Global Notes, (B) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and, in the case of a transfer or exchange pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase, and (C) a certificate in the form of Exhibit C attached hereto, given by the Holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including in accordance with Rule 903 or 904 of Regulation S, and that the Holder or the

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transferee (as applicable) is a QP that is both a Non-U.S. Person and a Non-U.S. Resident, the Indenture Trustee, as Note Registrar, shall instruct DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note. A U.S. Person may not hold an interest in a Regulation S Global Note at any time.

(iv)      Other Exchanges. In the event that a Global Note is exchanged for one or more Physical Notes pursuant to Section 2.10, such Physical Notes may be exchanged for one another only in accordance with such procedures as are substantially consistent with the provisions above, including certification requirements intended to ensure that such transfers (i) comply with Rule 144A and are made only to QIBs and QPs, or (ii) comply with Regulation S and are made only to transferees that are QPs that are both Non-U.S. Persons and Non-U.S. Residents and otherwise comply with such procedures as may be from time to time adopted by the Co-Issuers and the Indenture Trustee.

(v)         Transfer of Interests in the Global Notes. Notwithstanding anything herein to the contrary, transfers of interests in a Global Note may be made (a) by book-entry transfer of beneficial interests within the relevant Clearing Agency or (b)(i) in the case of transfers of interests in a Rule 144A Global Note for interests in a Regulation S Global Note, in accordance with Section 2.5(d)(iii) or (ii) in the case of transfers of interests in a Regulation S Global Note for interests in a Rule 144A Global Note, in accordance with Section 2.5(d)(ii); provided, that in the case of any such transfer of interests pursuant to clause (a) or (b) above, such transfer is made in accordance with subsection (vi) below.

(vi)      Restrictions on Transfers.

(1)                                  Transfers of interests in a Regulation S Global Note to a U.S. Person or a U.S. Resident shall be made by delivery of an interest in a Rule 144A Global Note and shall be limited to transfers made pursuant to the provisions of Section 2.5(d). Beneficial interests in a Regulation S Global Note may only be held through Euroclear or Clearstream or, after the Distribution Compliance Period, by DTC, Euroclear or Clearstream. Any transfer of an interest in a Regulation S Global Note to a U.S. Person, a U.S. Resident or to a Person that is not a QP that takes delivery in the form of an interest in a Regulation S Global Note shall be invalid and shall not be given effect for any purpose hereunder, and the Indenture Trustee shall hold any funds conveyed by the intended transferee of such interest in such Regulation S Global Note in trust for the transferor and shall promptly reconvey such funds to such Person in accordance with the written instructions thereof delivered to the Indenture Trustee at its address listed in Section 16.4.

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(2)                                  Any transfer of an interest in a Rule 144A Global Note to a U.S. Person that is not both a QIB and a QP shall be invalid and shall not be given effect for any purpose hereunder, and the Indenture Trustee shall hold any funds conveyed by the intended transferee of such interest in such Rule 144A Global Note in trust for the transferor and shall promptly reconvey such funds to such Person in accordance with the written instructions thereof delivered to the Indenture Trustee at its address listed in Section 16.4.

(3)                                  Any transfer or exchange of any interest in a sub-class of the Series 2007-1 Class A-2-II Notes will be required to be for an interest in the same sub-class of the Series 2007-1 Class A-2-II Notes. The Holder of an interest in a sub-class of Series 2007-1 Class A-2-II Notes will not be permitted to transfer or exchange such interest for a different sub-class of the Series 2007-1 Class A-2-II Notes.

(e)                                  Transfers of Definitive Notes, in whole or in part, shall only be made in accordance with this Section 2.5(e).

(i)             Definitive Note to Regulation S Global Note. If a holder of a beneficial interest in one or more Definitive Notes of a Series of Notes for which there exists a Regulation S Global Note wishes at any time to exchange its interest in such Definitive Note for an interest in a Regulation S Global Note of the same Series of Notes, or to transfer its interest in such Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note of the same Series of Notes, such holder; provided, such holder or, in the case of a transfer to another Person, such Person is not a U.S. Person, may exchange or cause the exchange of such interest, or may so transfer such interest, as the case may be, for an equivalent beneficial interest in a Regulation S Global Note, pursuant to the terms of this Section 2.5(e)(i). Upon receipt by the Indenture Trustee, as Note Registrar, of (A) such Definitive Note properly endorsed for such transfer to the transferee and written instructions from the Holder of such Definitive Note directing the Indenture Trustee, as Note Registrar, to cause the Regulation S Global Note to be increased by an amount equal to the beneficial interest in the Definitive Note (but not less than the Authorized Minimum Denomination applicable to the Notes of such Series of Notes), to be exchanged or transferred, (B) a written order containing information regarding the Euroclear or Clearstream account to be credited with such increase and (C) a certificate in the form of Exhibit D hereto given by the prospective transferee of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Regulation S Global Notes, including, in the case of a transfer, that the transferee is a QP and is not a U.S. Person and that the transfer is being made pursuant to Rule 903 or 904 of Regulation S, the Indenture Trustee, as Note Registrar, shall cancel such Definitive Note in accordance with Section 2.9, record the transfer in the Note Register in accordance with Section 2.5, and increase the principal amount of the Regulation S Global Note of the same Series of Notes by the aggregate principal amount of the beneficial interest in the

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Definitive Note being exchanged or transferred, and instruct DTC to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Regulation S Global Note equal to such amount. Notwithstanding anything to the contrary herein, Class A-1 Notes may not be exchanged for Global Notes.

(ii)          Transfer of Definitive Notes.

(1)                                  Transfer of Definitive Notes Other than Class A-1 Definitive Notes. If a holder of a beneficial interest in a Definitive Note, other than a Class A-1 Definitive Note, wishes at any time to transfer its interest in such Definitive Note, such holder may transfer or cause the transfer of such interest for an equivalent beneficial interest in one or more Definitive Notes of the same Series of Notes as provided below. Upon receipt by the Indenture Trustee, as Note Registrar, of (A) such holder’s Definitive Note properly endorsed for assignment to the transferee or accompanied by the written instrument of transfer referred to in Section 2.5(a) and (B) a certificate in the form of Exhibit E hereto given by the prospective transferee of such beneficial interest stating that the transfer of such interest has been made in accordance with the applicable restrictions in this Base Indenture, including that the transferee, (x) if such Note is being offered, sold or delivered within the United States, or to, or for the benefit of, a U.S. Person, such transferee is a QIB (who is also a QP), or (y) if such Note is being offered and sold in reliance on Regulation S, such transferee is a QP who is not a U.S. Person and is located outside of the United States, then the Indenture Trustee, as Note Registrar, shall cancel such Definitive Note in accordance with Section 2.9, record the transfer in the Note Register in accordance with Section 2.5 and authenticate and deliver one or more Definitive Notes of the same Series of Notes, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such amounts being equal to the beneficial interest in the Definitive Notes surrendered by the transferor), which shall not be less than the Authorized Minimum Denomination for the related Series of Notes;

(2)                                  Transfer of Class A-1 Notes. If a holder of an interest in a Class A-1 Note wishes at any time to transfer its interest in such Class A-1 Note, such holder may transfer or cause the transfer of such interest for an equivalent interest in one or more  Class A-1 Notes of the same Series of Notes as provided below. Upon receipt by the Indenture Trustee, as Note Registrar, of (A) such holder’s Class A-1 Note properly endorsed for assignment to the transferee or accompanied by the written instrument of transfer referred to in Section 2.5(a), and (B) a certificate in the form of Exhibit F hereto given by the prospective transferee of such interest, then the Indenture Trustee, as Note Registrar, shall cancel such Class A-1 Note in accordance with Section 2.9, record the transfer in the Note Register in accordance with Section 2.5 and authenticate and deliver one or more Class A-1 Notes of the same Series of Notes, registered in the names specified in the assignment described in subclause (A) above, in principal amounts designated by the transferee (the aggregate of such amounts being equal

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to the interest in the Class A-1 Notes surrendered by the transferor), which shall not be less than the Authorized Minimum Denomination for the related Series of Notes.

(iii)       Exchange of Definitive Notes. If a holder of a beneficial interest in one or more Definitive Notes wishes at any time to exchange such Definitive Notes for one or more Definitive Notes of different principal amounts of the same Series of Notes (but not less than the Authorized Minimum Denomination applicable thereto) that will be beneficially owned by such holder, such holder may exchange or cause the exchange of such interest for an equivalent beneficial interest in Definitive Notes of the same Series of Notes as provided below. Upon receipt by the Indenture Trustee, as Note Registrar, of (A) such holder’s Definitive Notes properly endorsed for such exchange or the written instrument of transfer referred to in Section 2.5(a) and (B) written instructions from the holder (or such beneficial holder, as identified by the holder) of such Definitive Note designating the number and principal amounts of the Definitive Notes to be exchanged (the aggregate of such principal amounts being equal to the Aggregate Outstanding Principal Amount of the Definitive Notes surrendered for exchange) and certifying that such exchange does not represent a change in beneficial ownership, then the Indenture Trustee, as Note Registrar, shall cancel such Definitive Note in accordance with Section 2.9, record the exchange in the Note Register in accordance with Section 2.5 and authenticate and deliver one or more Definitive Notes of the same Series of Notes, registered in the same names as the Definitive Notes surrendered by such holder or such different names as are specified in the endorsement described in clause (A) above, in principal amounts designated by such holder (the aggregate of such amounts being equal to the beneficial interest in the Definitive Notes surrendered by such holder).

(iv)      Any transfer or exchange of any interest in a sub-class of the Class A-1 Notes will be required to be for an interest in the same sub-class of the Class A-1 Notes. The Holder of an interest in a sub-class of Class A-1 Notes will not be permitted to transfer or exchange such interest for a different sub-class of the Class A-1 Notes.

(f)                                    If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth in exhibits to the applicable Series Supplement, and if a request is made to remove such applicable legend on such Notes, the Notes so issued shall bear such applicable legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered to the Co-Issuers such satisfactory evidence, which may include an Opinion of Counsel licensed to practice law in the State of New York (and addressed to the Co-Issuers and the Indenture Trustee), as may be reasonably required by the Co-Issuers to the effect that neither such applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act, the Investment Company Act, ERISA or the Code, as applicable. Upon provision of such satisfactory evidence, as confirmed in writing by the Co-Issuers to the Indenture Trustee, the Indenture Trustee, at the direction of the Co-Issuers, shall authenticate and deliver Notes that do not bear such applicable legend.

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(g)                                 Each purchaser who becomes a beneficial owner of the Notes represented by an interest in a Rule 144A Global Note shall be deemed to represent, certify and agree with the Co-Issuers, ▇▇▇▇▇▇▇▇’▇ International and the Initial Purchaser as follows (terms used in this paragraph that are defined in Rule 144A are used herein as defined therein):

(i)             The purchaser understands that the Notes have not been recommended by any United States federal or state securities commission or regulatory authority. The foregoing authorities have not confirmed the accuracy or determined the adequacy of any Offering Memorandum. Any representation to the contrary is a criminal offense.

(ii)          The purchaser (A) is a QIB (who is also a QP), (B) is aware that the sale to it is being made in reliance on Rule 144A, (C) is acquiring such Notes for its own account or for the account of a QIB (who is also a QP) over which it exercises sole investment discretion, (D) is not (and any such account is not) a pension, profit-sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the particular investments to be made, (E) is not a broker dealer of the type described in paragraph (a)(1)(ii) of Rule 144A unless it owns and invests on a discretionary basis not less than U.S. $25,000,000 in securities of issuers that are not affiliated to it, (b) 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, unless investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of such plan, (F) was not formed or capitalized for the specific purpose of investing in the Co- Issuers (except where each beneficial owner is both a QIB and a QP), (G) is not a (w) corporation, (x) partnership, (y) common trust fund or (z) special trust, pension fund or retirement plan in which the shareholders, equity owners, partners, beneficiaries, beneficial owners or participants, as applicable, may designate the particular investments to be made, (H) if formed on or before April 30, 1996, is not an investment company that relies on the exclusion from the definition of “investment company” provided by
Section 3(c)(7) of the Investment Company Act (or a foreign investment company under Section 7(d) thereof relying on Section 3(c)(7) with respect to those of its holders that are U.S. Persons), unless, with respect to its treatment as a QP, it has, in the manner required by Section 2(a)(51)(C) of the Investment Company Act and the rules and regulations thereunder, received the consent of its beneficial owners that acquired their interests on or before April 30, 1996, and (I) is not an entity that, immediately subsequent to its purchase or other acquisition of a beneficial interest in the Notes, will have invested more than 40% of its assets in beneficial interests in the Notes and/or in other securities of the Co-Issuers (unless all of the beneficial owners of such entity’s securities are QPs).

(iii)       The purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been and will not be registered under the Securities Act and that if in the future it decides to

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offer, resell, pledge or otherwise transfer any of the Notes, such Notes may be offered, resold, pledged or otherwise transferred only (i) to QIBs (who are also QPs) pursuant to Rule 144A or (ii) to a QP in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, and in accordance with the applicable legends.

(iv)      The purchaser acknowledges that none of the Co-Issuers has been registered under the Investment Company Act.

(v)         The purchaser acknowledges that none of the Co-Issuers, the Initial Purchaser, the Insurers, if any, the Indenture Trustee, the Servicer, ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp., their respective Affiliates or any Person representing the Co-Issuers, the Initial Purchaser, the Insurers, if any, the Indenture Trustee, the Servicer, ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp. or their respective Affiliates has made any representation to it with respect to the Co-Issuers, the Servicer, ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp. or their respective Affiliates or the offering or sale of the Notes, other than the information contained in the Offering Memorandum and any representations expressly set forth in a written agreement with such parties. None of the Co-Issuers, the Initial Purchaser, the Insurers, if any, the Indenture Trustee, the Servicer, ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp. or their respective Affiliates is acting as a fiduciary or financial or investment advisor for it and it is not relying (for purposes of making an investment decision) on any written or oral advice or counsel of the Co-Issuers, the Initial Purchaser, the Insurers, if any, the Indenture Trustee, the Servicer, ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp. or their respective Affiliates, other than the information contained in the Offering Memorandum and any representations expressly set forth in a written agreement with such parties. It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and has made its own investment decisions (including decisions regarding the suitability of any transactions pursuant to the Indenture) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the Co-Issuers, the Initial Purchaser, the Insurers, if any, the Indenture Trustee, the Servicer, ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp. or their respective Affiliates. The purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, and the purchaser, and any accounts for which it is acting, are each able to bear the economic risk of the investment. It is purchasing the Notes for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirements of law that the disposition of its property or the property of such investor account be at all times within its or their control and subject to its or their ability to resell such Notes pursuant to Rule 144A. It understands that an investment in the Notes involves certain risks, including the risk of loss of a substantial part of its investment under certain circumstances. It has had access to such financial and other information concerning the Notes, the Co-Issuers and the

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other Securitization Entities as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Notes, including an opportunity to ask questions of, and request information from, the Co-Issuers. None of the Co-Issuers, the Initial Purchaser, the Insurers, if any, the Indenture Trustee, the Servicer, ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp. or their respective Affiliates have given to the purchaser (directly or indirectly through any other person) any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of the Indenture, the Notes or the other documentation for the Notes. The purchaser has determined that the rates, prices or amounts and other terms of the purchase and sale of the Notes reflect those in the relevant market for similar transactions and the purchaser is purchasing the Notes with a full understanding of all of the terms, conditions and risks thereof (economic or otherwise) and it is capable of assuming and willing to assume (financially and otherwise) those risks. The purchaser is a sophisticated investor.

(vi)      The purchaser understands that the Notes will, unless otherwise agreed by the Co-Issuers and the holder thereof in compliance with applicable law, bear one or more legends substantially as set forth in the applicable Series Supplement.

(vii)   The purchaser understands that the Notes offered in reliance on Rule 144A will be represented by one or more Rule 144A Global Notes. Before any interest in a Rule 144A Global Note may be offered, resold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in a Regulation S Global Note, the transferor will be required to provide the Indenture Trustee with a written certification as to compliance with transfer restrictions as set forth in the Indenture.

(viii) The purchaser will not, at any time, offer to buy or offer to sell the Notes by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitations or advertising.

(ix)        The purchaser understands that the Co-Issuers, the other Securitization Entities, ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp., the Initial Purchaser, the Series 2007-1 Class A Insurer (and any other Insurer identified in the related Series Supplement, if applicable), the Indenture Trustee, the Servicer, their respective Affiliates and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and it hereby consents to such reliance.

(x)           The purchaser understands that the Co-Issuers shall require certification reasonably acceptable to the Co- Issuers (i) as a condition to the payment of principal of and interest on any Note without, or at a reduced rate

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of, U.S. withholding or backup withholding tax, and (ii) to enable them to determine their duties and liabilities with respect to any taxes or other charges that they, the Indenture Trustee or any paying agent may be required to pay, deduct or withhold from payments in respect of such Notes made to the holder of such Notes under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. Such certification may include U.S. Federal income tax forms (such as IRS Form W-8BEN (Certification of Foreign Status of Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status), IRS Form W 9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms). Each purchaser agrees to provide any certification requested pursuant to this paragraph within a reasonable time period after such request is initially made and to update or replace such form or certification in accordance with its terms or its subsequent amendments.

(xi)        The purchaser understands that the Notes represent the obligation of the Co-Issuers only and other than payments that may arise under certain representations and warranties or payments under certain express guarantees made by certain of their Affiliates, payments on the Notes are not the obligations of any of their Affiliates.

(xii)     The purchaser understands that the Co-Issuers have the right under this Base Indenture to compel any nonpermitted holder of an interest in the Notes to sell its interest in the Notes or may sell such interest in the Notes on behalf of such owner. In connection therewith, (a) if the purchaser is acquiring its interest in the Notes in the form of an interest in a Global Note, the purchaser understands that the Indenture permits the Co-Issuers to require that the Holder of (i) any interest in a Rule 144A Global Note held by a Holder that is a U.S. Person, U.S. Resident or a Holder who was sold such interest in the United States who is determined not to have been both a QIB and a QP at the time of acquisition of such interest in a Rule 144A Global Note or (ii) any interest in a Regulation S Global Note held by a Holder that is a U.S. Person, U.S. Resident or a person who was sold such interest in the United States, in each case at the time of the acquisition of such interest, sell such interest to a transferee that is permitted under this Base Indenture and, if the Holder does not comply with such demand within 30 days thereof, the Co-Issuers, acting at the direction of the Servicer, may sell such Holder’s interest in the applicable Global Note on such terms as the Co-Issuers may choose.

(h)                                 Each purchaser who becomes a beneficial owner of the Notes represented by an interest in a Regulation S Global Note shall be deemed to represent, certify and agree with the Co-Issuers and the Initial Purchaser as to all of the matters set forth above under (i), (iii), (iv), (v), (vi) and (viii) through (xiii) above and to have further represented as follows (terms used in this paragraph are defined in Regulation S and are used as defined):

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(i)             In connection with the purchase of the Notes:  (a) the beneficial owner is not a U.S. Person or U.S. Resident and is acquiring the Notes in reliance on the exemption from registration provided by Regulation S thereunder, (b) such beneficial owner is a QP and (c) such beneficial owner is not acquiring any Offered Note as part of a plan to reduce, avoid or evade U.S. Federal income taxes owed, owing or potentially owed or owing.

(ii)          The purchaser or beneficial owner is aware that the sale of such Notes to it is being made in reliance on the exemption from registration provided by Regulation S and are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act. Such Person further understands that the Notes offered in reliance on Regulation S will be represented by one or more Regulation S Global Notes. The purchaser and each beneficial owner of the Notes is a QP and is not and will not be a U.S. Person, and its purchase of the Notes will comply with all applicable laws in any jurisdiction in which it resides or is located. Before any interest in a Regulation S Global Note may be offered, resold, pledged or otherwise transferred, the transferor will be required to provide the Indenture Trustee with a written certification as to compliance with the transfer restrictions as set forth in this Base Indenture. Such beneficial owner acknowledges that no representation has been made as to the availability of any exemption under the Securities Act or any state or foreign securities laws for resale of the Notes.

(iii)       The purchaser is aware that, except as otherwise provided in this Base Indenture, the Notes being sold to it will be represented (a) initially by one or more Temporary Regulation S Global Notes and (b) on or after the last day of the period ending 40 days after the Initial Purchaser notifies the Co-Issuers that the resale of the Offered Notes has been completed, (the “Distribution Compliance Period”) by one or more Regulation S Global Notes, and that during the Distribution Compliance Period, beneficial interests therein may be held only through Euroclear or Clearstream and after the last day of the Distribution Compliance Period, beneficial interests therein may be held only through Euroclear, Clearstream or DTC.

(iv)      The purchaser understands that, prior to the first Business Day following the Distribution Compliance Period, any resale or other transfer of beneficial interests in a Temporary Regulation S Global Note in the United States or to U.S. Persons shall not be permitted.

(v)         The purchaser will not, at any time, offer to buy or offer to sell the Notes by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitations or advertising.

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(i)                                     Any purported transfer of a Note not in accordance with this Section 2.5 shall be null and void and shall not be given effect for any purpose hereunder and shall not be registered.

(j)                                     Notwithstanding anything contained in this Base Indenture to the contrary, neither the Indenture Trustee nor the Note Registrar (nor any other Transfer Agent) shall be responsible or liable for compliance with applicable federal or state securities laws (including, without limitation, the Securities Act), the Investment Company Act, ERISA or the Code (or any applicable regulations thereunder); provided that if a specified transfer certificate or Opinion of Counsel is required by the express terms of this Section 2.5 to be delivered to the Indenture Trustee or Note Registrar prior to registration of transfer of a Note, the Indenture Trustee and/or Note Registrar, as applicable, shall be under a duty to receive such certificate or Opinion of Counsel and to examine the same to determine whether it conforms on its face to the requirements hereof (and the Indenture Trustee or Note Registrar, as the case may be, shall promptly notify the party delivering the same if it determines that such certificate or Opinion of Counsel does not so conform).

(k)                                  If the Indenture Trustee determines or is notified by the Co-Issuers or the Initial Purchaser that (i) a transfer or attempted or purported transfer of any interest in any Note was not consummated in compliance with the provisions of this Section 2.5 on the basis of an incorrect form or certification from the transferee or purported transferee, (ii) a transferee failed to deliver to the Indenture Trustee any form or certificate required to be delivered hereunder or (iii) the holder of any interest in a Note is in breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such holder, the Indenture Trustee shall not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding holder of such interest in such Note that was not a Disqualified Transferee shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such Holder.

(l)                                  The Co Issuers shall, upon two (2) Business Days’ prior written notice, cause the Note Registrar to send, and the Note 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 G 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 Note Owners. If DTC notifies the Co Issuers or the Note 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 Notes and the Note Registrar and Paying Agent will send the Important Section 3(c)(7) Notice directly to such participants.

(m)                               With respect to each Series of Notes, the Co-Issuers shall:

(i)             request DTC to include the “3c7” marker in the DTC 20 character security descriptor and the 48 character additional descriptor for the Notes in order to indicate that sales to U.S. persons are limited to QPs;

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(ii)          request DTC to cause each physical DTC delivery order ticket delivered by DTC to purchasers to contain the 20 character security descriptor and shall request DTC to cause each DTC delivery order ticket delivered by DTC to purchasers in electronic form to contain the “3c7” indicator and the related user manual for participants which will contain a description of the relevant restrictions;

(iii)       request DTC, on the Closing Date or any Issuance Date (as applicable), to send an Important 3(c)(7) Notice to all DTC participants in connection with the offering of the Notes. The Important 3(c)(7) Notice shall notify DTC’s participants that the Notes are Section 3(c)(7) securities;

(iv)  request that DTC include the Notes in DTC’s “Reference Directory” of Section 3(c)(7) offerings;

(v)         cause each “CUSIP” number obtained for a Note to have an attached “fixed field” that contains “3c7” and “144A” indicators;

(vi)      from time to time request all third party vendors which provide information on the Notes (including Bloomberg and Reuters Group plc) to include on each screen containing information about the Notes maintained by such vendors appropriate legends regarding the Rule 144A and Section 3(c)(7) restrictions on the Notes;

(vii)   from time to time (upon the request of the Indenture Trustee) request DTC to deliver to the Co-Issuers a list of all DTC participants holding an interest in the Notes;

(viii) request Euroclear to include the “144A/3(c)(7)” marker in the name for the Note included in the Euroclear securities database in order to indicate that sales are limited to QIB/QPs;

(ix)        request 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 Note;

(x)           request Euroclear to include a description of the Section 3(c)(7) restrictions for the Note in its New Issues Acceptance Guide;

(xi)        instruct Euroclear to send an Important Section 3(c)(7) Notice to all Euroclear participants holding positions in the 144A Global Note at least once every calendar year, substantially in the form of Exhibit G hereto;

(xii)     request Euroclear to deliver to the Co Issuers a list of all Euroclear participants holding an interest in the Note and provide such participants with notification substantially in the form of Exhibit G hereto;

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(xiii) request Clearstream to include the “144A/3(c)(7)” marker in the name for the Note included in the Clearstream securities database in order to indicate that sales are limited to QPs;

(xiv) request 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 144A Global Note;

(xv)    request Clearstream to include a description of the Section 3(c)(7) restrictions in its Customer Handbook;

(xvi) instruct Clearstream to send an Important Section 3(c)(7) Notice to all Clearstream participants holding positions in the Note at least once every calendar year, substantially in the form of Exhibit G hereto;

(xvii) from time to time request Clearstream to deliver to the Co Issuers a list of all Clearstream participants holding an interest in any series of Note and provide such participants with notification substantially in the form of Exhibit G hereto; and

(xviii) request Clearstream to include a “3(c)(7)” marker in the name for the Note included in the list of securities accepted in the Clearstream securities’ database made available to Clearstream participants.

Section 2.6                                      Mutilated, Defaced, Destroyed, Lost or Stolen Note. If (a) any mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to the Co-Issuers, the Indenture Trustee and the relevant Transfer Agent (each, a “Specified Person”) evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to the Specified Person such reasonable security or indemnity as may be required by each Specified Person to save each of them and any agent of any of them harmless, then, in the absence of notice to the Specified Persons that such Note has been acquired by a Protected Purchaser, the Co-Issuers shall execute and, upon Company Request, the Indenture Trustee shall authenticate and deliver, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a new Note, of like tenor (including the same date of issuance) and equal principal amount, registered in the same manner, dated the date of its authentication, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Note and bearing a number not contemporaneously outstanding.

If, after delivery of such new Note, a Protected Purchaser of the predecessor Note presents for payment, transfer or exchange such predecessor Note, any Specified Person shall be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, and each Specified Person shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by such Specified Person in connection therewith.

In case any such mutilated, defaced, destroyed, lost or stolen Note has become due and payable, the Co-Issuers in their discretion may, instead of issuing a new Note, pay such

30

Note without requiring surrender thereof except that any mutilated or defaced Note shall be surrendered.

Upon the issuance of any new Note under this Section 2.6, the Co-Issuers may require the payment by the registered holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

Every new Note issued pursuant to this Section 2.6 in lieu of any mutilated, defaced, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Co-Issuers and such new Note shall be entitled, subject to the second paragraph of this Section 2.6, to all the benefits of this Base Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Notes.

Section 2.7                                      Payment of Principal and Interest and Other Amounts; Rights Preserved.

(a)                                  Interest on each Series of Notes shall accrue during each Interest Accrual Period at the applicable Note Interest Rate and as provided in the applicable Series Supplement and shall be due and payable in arrears on the Payment Date related to such Interest Accrual Period in accordance with Article XI. Except as expressly provided herein, no payment of interest on the Notes shall be made by the Co-Issuers hereunder other than on a Payment Date.

(b)                                 Principal of each Series of Notes shall be paid on each Payment Date to the extent such payment is then due and funds are available therefor in accordance with Article XI. Any principal amounts thereof remaining unpaid on the applicable Series Legal Final Maturity Date shall be due and payable on the applicable Series Legal Final Maturity Date or earlier upon the occurrence of an acceleration, call for redemption or otherwise.

(c)                                  Except as otherwise provided pursuant to a Class A-1 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, as a condition to the payment of principal of and interest on and other amounts on any Note without the imposition of U.S. withholding tax, the Co-Issuers, the Indenture Trustee or any Paying Agent shall require, and Noteholder shall provide, certification acceptable to it to enable the Co-Issuers, the Indenture Trustee and any Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments in respect of such Note or the Holder of such Note under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. Such certification may include U.S. federal income tax forms (such as IRS Form W-8BEN (Certification of Foreign Status of Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status), IRS Form W-9 (Request for Taxpayer Identification Number and

31

Certification) or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms). In addition, except as otherwise provided pursuant to a Class A-1 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 Co-Issuers, the Indenture Trustee or any Paying Agent may require certification acceptable to it to enable the Co-Issuers to qualify for a reduced rate of withholding in any jurisdiction from or through which the Co-Issuers receive payments on their assets. Each Holder of any Note agrees to provide any certification requested pursuant to this paragraph within a reasonable time period after such request is initially made and to update or replace such form or certification in accordance with its terms or its subsequent amendments.

The Indenture Trustee hereby provides notice to each Noteholder that the failure of such Noteholder to provide the Indenture Trustee with appropriate tax certifications will result in amounts being withheld from payments to such Noteholders under the Indenture; provided, that amounts withheld pursuant to applicable tax laws shall be considered as having been paid by the Co -Issuers.

(d)                                 Payments in respect of interest on and principal of the Notes shall be payable by wire transfer in immediately available funds to a Dollar account maintained by the Holder or its nominee; provided that the Holder has provided wiring instructions to the Indenture Trustee on or before the related Record Date or, if wire transfer cannot be effected, by a Dollar check drawn on a bank in the United States of America, or by a Dollar check mailed to the Holder at its address in the Note Register. The transfer of funds by the Indenture Trustee from the appropriate Indenture Trust Account to, or for further credit to, a U.S. Dollar account of a Paying Agent outside the United States shall be permitted under the preceding sentence (and it is acknowledged that any payment by wire transfer of U.S. Dollars outside the United States is subject to applicable banking procedures and limitations applicable to wire transfer of U.S. Dollars). None of the Co-Issuers, the Indenture Trustee or any Paying Agent shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule 144A Global Note or a Regulation S Global Note. None of the Co-Issuers, the Indenture Trustee or the Paying Agent shall have any responsibility or liability with respect to any records maintained by the Holder of any Note with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein. In the case where any final payment of principal and interest is to be made on any Note (other than on the Legal Final Maturity Date thereof), the Co-Issuers or, upon Company Request, the Indenture Trustee, in the name and at the expense of the Co-Issuers, shall, not more than thirty (30) nor fewer than ten (10) days prior to the date on which such payment is to be made, mail to the Persons entitled thereto at their addresses appearing on the Note Register a notice which shall state the date on which such payment will be made and the amount of such payment per $100,000 initial principal amount of Notes and shall specify the place where such Notes may be presented and surrendered for such payment.

(e)                                  Interest on any Note which is payable and is punctually paid or duly provided for on any Payment Date shall be paid to the Person in whose name that Note (or one or

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more predecessor Notes) is registered at the close of business on the Record Date for such interest.

(f)                                    Except to the extent otherwise provided in the applicable Series Supplement, payments of principal to Holders of the Notes of each Series of Notes shall be made in the proportion that the Aggregate Outstanding Principal Amount of the Notes of such Series of Notes registered in the name of each such Holder on such Record Date bears to the Aggregate Outstanding Principal Amount of all Notes of such Series of Notes on such Record Date.

(g)                                 All reductions in the principal amount of a Note (or one or more predecessor Notes) effected by payments of installments of principal made on any Payment Date (including any Redemption Date) shall be binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

(h)                                 Subject to the foregoing provisions of this Section 2.7, each Note delivered under this Base Indenture and upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights of unpaid interest and principal that were carried by such other Note.

(i)                                     Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Notes, if the Notes have become or been declared due and payable following an Event of Default and such acceleration of maturity and its consequences have not been rescinded and annulled and the provisions of Section 2.5 are not applicable, then payments of principal of and interest on such Notes shall be made in accordance with Section 5.4.

Section 2.8                                      Persons Deemed Owners. The Co-Issuers, the Indenture Trustee, the Note Registrar and any agent of the Co-Issuers, the Indenture Trustee or the Note Registrar may treat as the owner of a Note the Person in whose name such Note is registered on the Note Register on the applicable Record Date for the purpose of receiving payments of principal of and interest and other amounts on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and neither the Co-Issuers nor the Indenture Trustee nor any agent of the Co-Issuers or the Indenture Trustee shall be affected by notice to the contrary; provided that DTC, or its nominee, shall be deemed the owner of the Global Notes, and owners of beneficial interests in Global Notes shall not be considered the owners of any Notes for the purpose of receiving notices.

Section 2.9                                      Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption, or deemed lost or stolen, shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee, and shall be promptly canceled by the Indenture Trustee and may not be reissued or resold. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.9, except as expressly permitted by this Base Indenture. All canceled Notes held by the Indenture Trustee shall be destroyed or held by the Indenture Trustee in accordance with its standard retention policy unless the Co-Issuers shall direct by a Company Order that they be returned to it.

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Section 2.10                                Global Notes; Temporary Notes.

(a)                                  A Global Note deposited with DTC pursuant to Section 2.2 shall be transferred to the beneficial owners thereof only if (1) (i) such transfer complies with Section 2.5 and (ii) either (x) DTC notifies the Co-Issuers that it is unwilling or unable to continue as depositary for such Global Note or if at any time DTC ceases to be a “Clearing Agency” registered under the Exchange Act and a successor depositary that is so registered is not appointed by the Co-Issuers within ninety (90) days of such notice, (y) in the case of a Global Note held for the account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or announces an intention permanently to cease business or does in fact do so or (2) an Event of Default has occurred and is continuing and Note Owners holding greater than 50% of the Aggregate Outstanding Principal Amount of such Series have notified the Trustee and the applicable Clearing Agency in writing that continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Noteholders.

(b)                                 Any Global Note that is transferable to the beneficial owners thereof pursuant to paragraph (a) above shall be surrendered by DTC to the Indenture Trustee’s Corporate Trust Office together with (i) necessary instruction for the registration and delivery of Definitive Notes to the beneficial owners (or any such owner’s nominee) holding the ownership interests in such Global Note, and (ii) a transfer certificate substantially in the form of Exhibit H hereto from such beneficial owner. Any such transfer shall be made, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal Aggregate Outstanding Principal Amount of Definitive Notes of the same Series of Notes and Authorized Minimum Denominations. Any Definitive Note delivered in exchange for an interest in a Global Note shall bear, except as otherwise provided by Section 2.5(f), the applicable legend set forth in exhibits to the applicable Series Supplement and shall be subject to the transfer restrictions referred to in such applicable legends. The holder of such a registered individual Note may transfer such Note by surrendering it at the office or agency maintained by the Co-Issuers for this purpose in The City of New York, or at the Corporate Trust Office of the Indenture Trustee, or at the office of any Paying Agent.

(c)                                  Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members to take any action which a Holder is entitled to take under this Base Indenture or the Notes.

(d)                                 In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.10, the Co-Issuers shall promptly make available to the Indenture Trustee a reasonable supply of Notes in definitive, fully registered form without interest coupons.

(e)                                  Pending the preparation of Definitive Notes pursuant to this Section 2.10, the Co-Issuers may execute, and upon Company Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any Authorized Minimum Denominations, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such

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appropriate insertions, omissions, substitutions and other variations as the Officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes.

(f)                                    If temporary Notes are issued, the Co-Issuers shall cause Definitive Notes to be prepared without unreasonable delay. The Definitive Notes shall be printed, lithographed, typewritten or otherwise reproduced, or provided by any combination thereof, or in any other manner permitted by the rules and regulations of any applicable securities exchange, all as determined by the Officers executing such Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the applicable temporary Notes at the office or agency maintained by the Co-Issuers for such purpose, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Co-Issuers shall execute, and the Indenture Trustee shall authenticate and deliver, in exchange therefor the same Aggregate Outstanding Principal Amount of Definitive Notes of Authorized Minimum Denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Base Indenture as Definitive Notes.

Section 2.11                                No Gross Up. If any of the Co-Issuers becomes subject to deduction, withholding, or other charge or assessment from, or with respect to, payments to any Holder of the Notes for any present or future tax, duty, assessment, or governmental charge, then (i) the Master Issuer shall give prompt written notice of the requirement to the Indenture Trustee and the Noteholders (which shall include certification of the amount so deducted, withheld, charged, or assessed) and (ii) the Indenture Trustee or other Paying Agent, as applicable, shall, except as provided under any Series Supplement, reduce the amount payable in respect of the Notes by the amount required to be deducted, withheld, charged, or assessed from payments on the Notes on any Payment Date. Except as otherwise provided under any Series Supplement, neither any Co-Issuer nor any Insurer shall be obligated to pay any additional amounts to the Noteholders as a result of any such deduction, withholding, charge, or assessment.

Section 2.12                                Tax Confidentiality Waiver.

Notwithstanding anything to the contrary contained in this Base Indenture, all Persons may disclose to any and all Persons, without limitations of any kind, the U.S. Federal, state and local tax treatment of the Notes, the Co-Issuers or any of the transactions referred to in any Offering Memorandum, this Base Indenture or any other transaction document described herein, any fact that may be relevant to understanding the U.S. Federal, state and local tax treatment of the Notes, the Co-Issuers or any of the transactions referred to in any Offering Memorandum, this Base Indenture or any other transaction document described herein, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. Federal, state and local tax treatment, other than the name of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons.

Section 2.13                                Actions under an Insurance Policy.

(a)                                  Any payment made by an Insurer to the Indenture Trustee for the benefit of the Holders of any Class of Notes (whether under the applicable Insurance Policy or otherwise) shall not be deemed to be a payment made by or on behalf of the Co-Issuers and shall not discharge the obligations of the Co-Issuers with respect thereto or constitute a cure of a

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Default or Event of Default and such amounts shall continue to be due and owing under such Notes until paid by or on behalf of the Co-Issuers. All such payments shall be repayable by the Co-Issuers pursuant to Section 11.1.

(b)                                 If payment by an Insurer is made in respect of interest on any Senior Notes, such payment shall be applied solely to the payment of such interest subject to the terms of the applicable Insurance Policy and such Insurer shall be deemed to the extent of such payment to have purchased from the Holders of such Senior Notes the right to receive such interest on such Senior Notes to the extent the same is subsequently paid by the Co-Issuers. If payment by an Insurer is made in respect of principal on any Senior Notes, such payment shall be applied solely to the payment of such principal subject to the terms of the applicable Insurance Policy and such Insurer shall be deemed to have purchased Notes of such Senior Notes in an Aggregate Outstanding Principal Amount equal to the amount so paid by such Insurer and to be the sole owner of such Notes so deemed to have been purchased. Such Insurer shall be deemed to be a Holder of such Senior Notes during any period in which such Insurer may exercise subrogation rights pursuant to Section 2.14.

(c)                                  With respect to any Senior Notes covered by an Insurance Policy, if, by 3:00 p.m. in the city in which the Corporate Trust Office is located on the Accounting Date in respect of any Payment Date, the amount then on deposit in the Collection Account, the Senior Notes Interest Reserve Account, and the Cash Trap Reserve Account, after giving effect to transfers of funds pursuant to Section 11.1 hereof is insufficient to pay the Insured Obligations relating to the applicable Senior Notes due on such Payment Date, then, on or before 10:00 a.m. (New York time) on the Business Day following such Accounting Date, the Indenture Trustee shall give written notice to the Insurers, if any, relating to such Senior Notes of the amount of such deficiency, and thereupon submit a Notice of Payment (as defined in the applicable Insurance Policy) in respect of such amount, all in accordance with the terms of this Base Indenture and in strict compliance with the terms of the applicable Insurance Policy.

(d)                                 In the event that the Indenture Trustee has received a certified copy of an order of an appropriate court that any Insured Obligation of principal of or interest on any Senior Notes has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurers, if any, relating to such Senior Notes, shall comply with the provisions of the applicable Insurance Policy to obtain payment by the Insurers, if any, relating to such Senior Notes of such avoided payment, and shall, at the time it provides notice to the Insurers, if any, relating to such Senior Notes, notify Holders of such Senior Notes by mail that, in the event that any such Noteholder’s Insured Obligation is so recovered, such Noteholder will be entitled to payment pursuant to the terms of the applicable Insurance Policy. The Indenture Trustee shall furnish to the Insurers, if any, relating to such Senior Notes the Indenture Trustee’s records evidencing the payments of principal of and interest on such Senior Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and the dates on which such payments were made. Pursuant to but subject to the terms of the applicable Insurance Policy, an Insurer relating to such Senior Notes will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the applicable Insurance Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession

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or trustee in bankruptcy, in which case the Insurers, if any, relating to such Senior Notes will make such payment to the Indenture Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to such Insurers).

(e)                                  The Indenture Trustee shall promptly notify the Insurers, if any, relating to any Senior Notes of any proceeding or the institution of any action (of which the Indenture Trustee has Actual Knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a “Preference Claim”) of any distribution made with respect to such Senior Notes. With respect to any Senior Notes covered by an Insurance Policy, each Noteholder, by its purchase of such Senior Notes, and the Indenture Trustee hereby agree to the provisions of the related Insurance Agreement and Insurance Policy and agree that the Insurers, if any, relating to such Senior Notes may at any time during the continuation of any proceeding relating to a Preference Claim involving such Notes direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurers, if any, relating to such Senior Notes, but subject to reimbursement as provided in the Insurance Agreement applicable to such Senior Notes. In addition, and without limitation of the foregoing, as set forth in Section 2.14 hereof, an Insurer shall be subrogated to, and each Noteholder relating to a Senior Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each such Noteholder relating to such Senior Notes to the Insurers, if any, of such Senior Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding with respect to any court order issued in connection with any such Preference Claim.

(f)                                    By acceptance of a Note of a Senior Notes with respect to which an Insurance Policy has been issued, each Noteholder agrees to be bound by the terms of such Insurance Policy. Nothing in this Base Indenture referring to or describing any obligation of an Insurer under its Insurance Policy shall or is intended to modify any of the terms, provisions or conditions of such Insurance Policy.

Section 2.14                                Subrogation Rights of Insurers; Payment of Reimbursements.

(a)                                  Upon the payment by any Insurer relating to a Senior Notes to the Indenture Trustee (or otherwise in accordance with the applicable Insurance Policy) for the benefit of the Holders of such Senior Notes, such Insurer, without the need for further action on the part of such Insurer, the Co-Issuers, the Indenture Trustee or any other Person, shall be fully subrogated to the rights, as applicable, of each such Noteholder to receive payments of principal of and/or interest on such Senior Notes from the Co-Issuers in accordance with Article XI, to the extent (i) of the amounts paid by such Insurer under the applicable Insurance Policy, and (ii) that such payment by the Co-Issuers is being made in respect of the specific principal and/or interest payment as to which such Insurer made its payment. In addition, until such Insurer is fully reimbursed in accordance with this Base Indenture and the applicable Insurance Agreement for any amounts paid by such Insurer to such Noteholders, such Insurer may exercise any option, vote, right, power or the like with respect to such Senior Notes to the extent that it has made payment of principal or interest for the benefit of Holders of such Senior Notes pursuant to the

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applicable Insurance Policy. In furtherance of the foregoing, the Indenture Trustee shall give effect to such subrogation by distributing to such Insurer (as subrogee of Holders of such Senior Notes) the amounts that otherwise would have been distributed by the Indenture Trustee to such Holders in respect of principal and interest on such Senior Notes to the extent (i) of any payments by the Insurers, if any, relating to such Senior Notes under the applicable Insurance Policy, and (ii) that such payment by the Co-Issuers is being made in respect of the specific principal and/or interest payment as to which such Insurer made its payment. To evidence such subrogation to the rights of such Noteholders, the Note Registrar shall note such Insurer’s rights as such subrogee in the Note Register upon receipt from such Insurer of proof of payment by such Insurer in respect of interest on or principal of such Senior Notes. In addition, and without limiting the foregoing, (a) if an Insurer relating to any Senior Notes makes any payment under the applicable Insurance Policy in respect of interest on such Senior Notes, such Insurer shall be fully subrogated to the rights of Holders of such Senior Notes to receive the relevant interest payment, together with interest thereon under Article XI; and (b) if such Insurer makes any payment under the applicable Insurance Policy in respect of principal of such Senior Notes, such Insurer shall be fully subrogated to the rights of such Noteholders to receive the relevant principal payment, together with interest thereon under Article XI and to be deemed the owner of the Senior Notes to the extent of such payment of principal.

(b)                                 Any Insurer may, at its option, direct the allocation of any payment of Reimbursements as provided in Section 11.1 as being the repayment of principal and/or interest as to Reimbursements then owing as of such reimbursement or payment date.

(c)                                  Anything hereunder notwithstanding, it is understood and agreed that each Insurer, if any, shall be entitled to payment of Reimbursement only at the times and as provided in this Base Indenture and in the applicable Insurance Agreement and Insurance Policy. All payments received by an Insurer pursuant to the exercise of its rights under the Notes as subrogee as described in subsection (a) above shall cause a corresponding reduction (on a dollar-for-dollar basis) in the Reimbursement obligations owing to such Insurer, and all payments received by such Insurer in respect of Reimbursement obligations as provided in subsection (b) above shall cause a corresponding reduction (on a dollar-for-dollar basis) in the amounts which may be owing to such Insurer pursuant to such subrogation rights.

(d)                                 Each Insurer, if any, by its execution of the applicable Insurance Agreement acknowledges and agrees that, notwithstanding any of the provisions of this Base Indenture, the applicable Insurance Agreement, the applicable Series Supplement or otherwise, it shall have recourse only to the Indenture Collateral. The Indenture Collateral having been fully applied in accordance with the terms hereof, each such Insurer, if any, shall not be entitled to take any further actions against any of the Co-Issuers to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished as against the Co-Issuers. In particular, each Insurer, if any, by its execution of the applicable Insurance Agreement agrees not to take any action or institute or join in instituting any proceeding arising under any Insolvency Law against any of the Co-Issuers (whether pursuant to its rights to be reimbursed for Reimbursements or pursuant to its subrogation rights or otherwise), until at least one year and one day, or if longer, the applicable preference period then in effect, after the payment in full of all Notes issued hereunder (including any Series Supplement); provided, that each Insurer, if any, may become a party to and participate in any Proceeding or action under any

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Insolvency Law applicable to any of the Co-Issuers, respectively, that is initiated by any Person that is not an Affiliate of such Insurer. For avoidance of doubt, this Section 2.14(d) shall not include any actions taken against the Servicer or any other Affiliate of the Servicer in respect of matters unrelated to Reimbursement by the Co-Issuers.

Section 2.15                                Additional Covenant of the Insurers. Each Insurer, if any, by its execution of the applicable Insurance Agreement agrees to promptly notify in writing, promptly upon such Insurer’s knowledge of such event, the Indenture Trustee of the actual or prospective occurrence of any event which constitutes or would constitute an Insurer Event of Default relating to such Insurer. The Indenture Trustee and the Co-Issuers shall not be deemed to have knowledge of any such event until receipt of written notice of such event from such Insurer, or until any other Authorized Officer of the Indenture Trustee or the Co-Issuers, as the case may be, responsible for administering the transactions herein described has Actual Knowledge of such event.

Section 2.16                                Applicability of Sections 2.13, 2.14 and 2.15. The provisions of Sections 2.13, 2.14 and 2.15 shall apply to Senior Notes only if and for so long as such Senior Notes are insured pursuant to an Insurance Policy or any amount is owing to any Insurer relating to such Senior Notes.

Section 2.17                                Escheat. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due to any Noteholder with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Co-Issuers upon delivery of a Servicer Order. The Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Co-Issuers (and not to the applicable Insurers, if any) for payment thereof (but only to the extent of the amounts so paid to the Co-Issuers), and all liability of the Indenture Trustee or the Paying Agent (as applicable) with respect to such trust money paid to the Co-Issuers shall thereupon cease. The Indenture Trustee may also adopt and employ, at the expense of the Co-Issuers, any other commercially reasonable means of notification of such repayment.

Section 2.18                                Tax Treatment. The Co-Issuers have structured the Base Indenture 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 and any 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, local and foreign 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.

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ARTICLE III

CONDITIONS PRECEDENT

Section 3.1                                      General Provisions. Any Notes issued by the Co-Issuers on the Closing Date or any Issuance Date shall be executed by the Co-Issuers upon compliance with the conditions of Sections 2.3, 3.2 and 3.3 and shall be delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon receipt of a Company Order and upon receipt by the Indenture Trustee and each Insurer, if any, relating to the Series of Notes to be issued (and, in the case of items (c), (d) and (e) below, also by the Co-Issuers, and in the case of items (a), (b), (c), (f) and (g), each other Insurer) on such Closing Date or Issuance Date (as applicable) of the following items:

(a)                                  an Officer’s Certificate of each of the Co-Issuers (A) with respect to (1) the due authorization, execution and delivery of each of the Transaction Documents and any other related transaction documents to which either is a party and (2) the execution, authentication and delivery of the relevant Notes and related Series Supplement and (B) certifying that (1) the attached copy of the resolutions of the Board of Managers or Board of Directors, as applicable, of each of the Co-Issuers authorizing the Transaction Documents and the issuance of such Notes is a true and complete copy thereof, (2) such resolutions have not been rescinded and are in full force and effect on and as of such Issuance Date, (3) the attached copy of each of the Co-Issuers’ limited liability company agreement or certificate of incorporation and by-laws, as applicable, is a true and complete copy thereof, (4) such limited liability company agreement or certificate of incorporation and by-laws, as applicable, has not been rescinded and is in full force and effect on and as of such Issuance Date, (5) the Authorized Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon and (6) if the Issuance Date is not the Closing Date, the continued accuracy on such Issuance Date (as if made with reference to such Issuance Date) of each representation made by the Co-Issuers on the Closing Date herein, in the applicable Series Supplement and in any other Transaction Document;

(b)                                 an Opinion of Counsel of the Co-Issuers reasonably satisfactory in form and substance to the Indenture Trustee and to each Insurer, if any, relating to the Series of Notes to be issued, if any, to the effect that no authorization, approval or consent of any governmental body is required for the valid issuance of the relevant Notes except such as may have been given and covering such other matters as the Indenture Trustee or the Insurers, if any, may reasonably request; provided that such Opinion of Counsel shall state, among other things, the necessary events upon the occurrence of which the security interest of the Indenture Trustee in the Indenture Collateral shall be a perfected security interest with respect to Indenture Collateral in which a Lien can be perfected under the laws of the United States (or the applicable states), and confirm, with respect to IP Lien Filings, that the IP security agreements substantially in the form of Exhibit I have been executed by each Co-Issuer (as appropriate) and delivered for filing to the Servicer with the appropriate Intellectual Property registry office with copies to the Indenture Trustee; and provided, further, that Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Co-Issuers, shall be deemed to be satisfactory counsel for purposes of this subclause (b);

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(c)                                  an Opinion of Counsel to the Indenture Trustee, dated such Closing Date or Issuance Date (as applicable), in form and substance reasonably satisfactory to each of the Co-Issuers and to each Insurer, if any, relating to the Series of Notes to be issued, if any;

(d)                                 an Opinion of Counsel to the relevant Hedge Counterparty, if any, dated such Issuance Date, in form and substance reasonably satisfactory to each of the Co-Issuers and to each Insurer, if any, relating to the Series of Notes to be issued, if any;

(e)                                  an Opinion of Counsel to each Initial Purchaser or Placement Agent, as applicable, or their representative, in form and substance satisfactory to each Initial Purchaser or Placement Agent, as applicable, or their representative, as applicable, to the effect that (1) any additional Senior Notes will be treated as debt for tax purposes (and any additional Subordinated Notes will be treated for tax purposes in the manner described in the related Offering Memorandum) and (2) the Additional Notes will not cause any Series of Senior Notes Outstanding to be treated as other than debt (and will not cause any Subordinated Notes Outstanding to be treated other than in the manner described in the related Offering Memorandum), and will not cause any Co-Issuer that is not a corporation to be treated as a corporation, for U.S. federal income tax purposes;

(f)                                    an Officer’s Certificate of each of the Co-Issuers to the effect that (i) no Default or Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event under this Base Indenture has occurred and is continuing, or is likely to occur as a result of such proposed issuance, and all representations and warranties of the Co-Issuers in this Base Indenture and the other Transaction Documents are true and correct and will continue to be true and correct after giving effect to such issuance in all material respects (other than any such representation and warranty that, by its terms, speaks only as of the Closing Date); (ii) if any Series 2007-1 Senior Notes are Outstanding, a pro forma Three-Month DSCR for the Payment Date preceding such Issuance Date and the two immediately preceding Payment Dates, assuming the issuance of Additional Notes, together with all other Series of Notes Outstanding, on the first day of the sixth full month preceding the Payment Date immediately preceding the date of the issuance thereof, is at least 0.1 higher than the Three-Month DSCR as of the Closing Date unless otherwise agreed by the Series 2007-1 Class A Insurer; (iii) no Servicer Termination Event has occurred and is continuing, or will occur with notice or the lapse of time or both, or shall occur as a result of such proposed issuance; (iv) no Cash Trap Reserve Event has occurred and is continuing, or shall occur as a result of such proposed issuance; (v) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under Article VIII; (vi) no Change of Control without the prior written consent of each of the Insurers, if any, has occurred and is continuing, or shall occur as a result of such proposed issuance; (vii) unless otherwise agreed by the Lead Insurer with respect to each Series 2007-1 Senior Notes, the Senior ABS Leverage Ratio is at least 0.25 lower than the Senior ABS Leverage Ratio as of the Closing Date prior to and after giving effect to the proposed issuance; provided, that the Lead Insurer with respect to the Series 2007-1 Notes may elect to waive such condition; (viii) in the case of Additional Notes of any existing Series to be issued, either (1) each Insurer, if any, insuring such Series has consented thereto in writing or (2) without the consent of each Insurer, if any, insuring such Series, the aggregate principal amount to be issued is not greater than the excess, if any, of the maximum authorized principal amount of such Series as set forth in the applicable Series Supplement, over the aggregate principal

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amount of Notes of such Series that have previously been issued (whether or not still Outstanding); (ix) all expenses with respect to the offering of such Notes or relating to actions taken in connection therewith which are required to be paid on the Closing Date or Issuance Date (as applicable) have been paid or will be paid in full from the proceeds thereof; (x) such other applicable conditions set forth in the Series Supplement for any Series of Notes (for so long as such Series of Notes is Outstanding) have been satisfied; and (xi) all applicable conditions under this Base Indenture and any Series Supplement have been satisfied;

(g)                                 on any issuance date other than the Initial Issuance Date, an Accountant’s Certificate (i) confirming the calculation of the Three-Month DSCR or Three-Month Adjusted DSCR for each Outstanding Series of Notes (as specified in this Base Indenture or the related Series Supplement), the Pro forma Three-Month DSCR, and the Senior ABS Leverage Ratio for the most recent Accounting Date, (ii)  after giving effect to such proposed issuance, confirming compliance with all Senior ABS Leverage Ratio conditions, as applicable and (iii) specifying the procedures undertaken by them in connection with the data and computations in clauses (i) and (ii); and

(h)                                 an executed counterpart of each of the Transaction Documents (to the extent not previously provided).

Section 3.2                                      Security for Notes. Prior to the issuance of any Notes on the Closing Date or any Issuance Date (as applicable), the Co-Issuers shall cause the following conditions to be satisfied:

(a)                                  Grant of the Existing Franchise Assets. The Grant pursuant to the Granting Clauses of this Base Indenture of each of the Co-Issuers’ right, title and interest in and to the Indenture Collateral on the Closing Date (such Grant to be evidenced by the Co-Issuers’ execution and delivery of this Base Indenture);

(b)                                 Certificate of the Master Issuer. A certificate of an Authorized Officer of the Master Issuer, dated as of the Closing Date or any Issuance Date (as applicable), delivered to the Indenture Trustee and each Insurer, if any, relating to the Notes to be issued, to the effect that, in the case of the Existing Franchise Assets on the Closing Date, and immediately prior to the delivery on the Issuance Date of any Notes:

(i)             the Master Issuer is the owner of the Master Issuer Assets in existence as of such date free and clear of any Liens except for (A) those which are being released on the Closing Date, (B) those Granted pursuant to this Base Indenture or (C) Permitted Liens;

(ii)          the Master Issuer has acquired its ownership in the Master Issuer Assets in good faith without notice of any adverse claim, except as described in clause (i) above;

(iii)       the Franchise Documents with respect to each Franchise that are held by the Master Issuer do not prohibit the Master Issuer from Granting a security interest in and pledging such Existing Franchise Assets to the Indenture Trustee; and

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(iv)      except for the Permitted Liens, the Grant pursuant to the Granting Clauses of this Base Indenture, upon filing of the Financing Statement and the execution and delivery of all necessary Account Control Agreements, shall result in a first priority perfected security interest in favor of the Indenture Trustee for the benefit of the Secured Parties in all of the Master Issuer’s right, title and interest in and to the Master Issuer Assets included in the Indenture Collateral;

The Master Issuer, on and as of the Closing Date, and on and as of any subsequent Issuance Date to the extent contemplated by Section 3.1(a)(B)(6), hereby represents and warrants as set forth above in clauses (i) through (iv);

(c)                                  Certificate of the IP Holder. A certificate of an Authorized Officer of the IP Holder, dated as of the Closing Date or any Issuance Date (as applicable), delivered to the Indenture Trustee and each Insurer, if any, relating to the Notes to be issued, to the effect that, in the case of the IP Assets owned by the IP Holder on the Closing Date, and immediately prior to the delivery on the Issuance Date of any Notes:

(i)             the IP Holder is the owner of, or is licensed to use, the IP Assets in existence as of such date free and clear of any Liens, claims or encumbrances of any nature whatsoever that are effective or could become effective, in each case except for (A) those which are being released on the Closing Date, (B) those Granted pursuant to this Base Indenture or the other Transaction Documents or (C) Permitted Liens;

(ii)          the IP Holder has acquired its ownership in the IP Assets in existence as of such date in good faith without notice of any adverse claim, except as described in clause (i) above; and

(iii)       except for the Permitted Liens, the Grant pursuant to the Granting Clauses of this Base Indenture, upon filing of the Financing Statement and timely filing of IP Lien Filings in the appropriate Intellectual Property registry office, shall result in a first priority perfected security interest in favor of the Indenture Trustee for the benefit of the Secured Parties in all of the IP Assets included in the Indenture Collateral;

The IP Holder, on and as of the Closing Date, and on and as of any subsequent Issuance Date to the extent contemplated by Section 3.1(a)(B)(6), hereby represents and warrants as set forth above in clauses (i) through (iii);

(d)                                 Certificate of the Restaurant Holders. A certificate of an Authorized Officer of each of the Restaurant Holders, dated as of the Closing Date or any Issuance Date (as applicable), delivered to the Indenture Trustee and each Insurer, if any, relating to the Notes to be issued, to the effect that, in the case of the Company-Owned U.S. Restaurant Assets and the Real Estate Assets (the “Restaurant Holder Assets”) owned by such Restaurant Holder on the Closing Date, and immediately prior to the delivery on the Issuance Date of any Notes:

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(i)             the Restaurant Holder is the owner of Restaurant Holder Assets in existence as of such date free and clear of any Liens, claims or encumbrances of any nature whatsoever that are effective or could become effective, in each case except for (A) those which are being released on the Closing Date, (B) those Granted pursuant to this Base Indenture or (C) Permitted Liens;

(ii)          the Restaurant Holder has acquired its ownership in the Restaurant Holder Assets in good faith without notice of any adverse claim, except as described in clause (i) above;

(iii)       the Restaurant Holder Asset documents with respect to each Restaurant Holder Asset do not prohibit the Restaurant Holder from Granting a security interest in and pledging such Restaurant Holder Assets to the Indenture Trustee; and

(iv)      except for the Permitted Liens, the Grant pursuant to the Granting Clauses of this Base Indenture, upon filing of the Financing Statement shall result in a first priority perfected security interest in favor of the Indenture Trustee for the benefit of the Secured Parties in all of the Restaurant Holder’s right, title and interest in the Restaurant Holder Assets (other than Real Estate Assets) included in the Indenture Collateral;

Each Restaurant Holder, on and as of the Closing Date, and on and as of any subsequent Issuance Date to the extent contemplated by Section 3.1(a)(B)(6), hereby represents and warrants as set forth above in clauses (i) through (iv);

(e)                                  Rating Letters. The delivery to the Indenture Trustee and each Insurer, if any, relating to the Notes to be issued of (i) a true and correct copy of a letter signed by ▇▇▇▇▇’▇ (if ▇▇▇▇▇’▇ will rate such Notes) confirming that the Notes to be issued on the Closing Date or Issuance Date (as applicable) have been assigned a rating specified in the applicable Series Supplement and, in the case of any Insured Obligations of such Series, have received a shadow rating (exclusive of the effect of any Insurance Policy) specified in the applicable Series Supplement by ▇▇▇▇▇’▇, and that such ratings are in full force and effect on the Closing Date or Issuance Date (as applicable), (ii) a true and correct copy of a letter signed by S&P (if S&P will rate such Notes) confirming that the Notes to be issued on the Closing Date or Issuance Date (as applicable) have been assigned a rating specified in the applicable Series Supplement and, in the case of any Insured Obligations of such Series, have received a shadow rating (exclusive of the effect of any Insurance Policy) specified in the applicable Series Supplement by S&P, and that such ratings are in full force and effect on the Closing Date or Issuance Date (as applicable), (iii) a true and correct copy of a letter signed by Fitch (if Fitch will rate such Notes) confirming that the Notes to be issued on the Closing Date or Issuance Date (as applicable) have been assigned a rating specified in the applicable Series Supplement and, in the case of any Insured Obligations of such Series, have received a shadow rating (exclusive of the effect of any Insurance Policy) specified in the applicable Series Supplement by Fitch, and that such ratings are in full force and effect on the Closing Date or Issuance Date (as applicable), (iv) a true and correct copy of a letter signed by any other rating agency confirming that the Notes to

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be issued on the Closing Date or Issuance Date (as applicable) have been assigned a rating specified in the applicable Series Supplement and, in the case of any Insured Obligations of such Series, have received a shadow rating (exclusive of the effect of any Insurance Policy) specified in the applicable Series Supplement by such Rating Agency, and that such ratings are in full force and effect on the Closing Date or Issuance Date (as applicable); provided, however, that in lieu of receiving a copy of a letter regarding any shadow rating referred to in this Section 3.2(e), confirmation by electronic mail prior to the issuance of such Notes on the Closing Date or such Issuance Date, as the case may be, by the applicable Insurers, if any, to the Indenture Trustee that such Insurers, if any, have received such a letter conforming to the requirements of this Section 3.2(e) (or that such Insurers, if any, have waived receipt thereof by the Insurers) shall satisfy such condition in respect of the Indenture Trustee with respect to such shadow rating;

(f)                                    Rating Agency Condition. With respect to any Notes that will be Outstanding at the proposed Issuance Date, delivery of written confirmation to each Insurer, if any, applicable to such Notes that the Rating Agency Condition shall have been satisfied as to such Notes; provided that each such Insurer, if any, shall promptly notify the Indenture Trustee of such confirmation;

(g)                                 Accounts. The Indenture Trustee shall provide on the Closing Date or such Issuance Date (as applicable) prior to the issuance of any Notes on such date evidence of the establishment or continued maintenance (as applicable) of the Collection Account, the Collection Account Administrative Accounts, the Senior Notes Interest Reserve Account, the Cash Trap Reserve Account, the Hedge Payment Account and the Series Distribution Account. JPMorgan Chase Bank, N.A., as financial institution, shall provide on the Closing Date or such Issuance Date (as applicable) prior to the issuance of any Notes on such date evidence of the establishment or continued maintenance (as applicable) of the Concentration Account and the Servicing Accounts; and

(h)                                 Financing Statement. The delivery by each of the Co-Issuers of an unfiled copy of the Financing Statement describing the Indenture Collateral and naming each of the Co-Issuers respectively as debtor and the Indenture Trustee as secured party (or amendments of such Financing Statement or continuation statements, as applicable) which has been sent to a nationally recognized filing service for filing by or on behalf of each of the Co-Issuers with the Secretary of State of Delaware, the Secretary of State of Vermont, the Secretary of State of Kansas, the Secretary of the Commonwealth of Texas or the Secretary of State of any other relevant States not later than the fifth (5th) Business Day following the Closing Date or the third (3rd) Business Day following the Issuance Date, as applicable. The parties hereto acknowledge that the Indenture Trustee shall not be obligated to have verified the validity, accuracy or other substantive matters relating such Financing Statement.

Section 3.3                                      Issuance of New Notes. No new Notes or Series of Notes shall be issued unless the following conditions are satisfied:

(a)                                  no Default or Event of Default, Potential Rapid Amortization  Event or Rapid Amortization Event under this Base Indenture has occurred and is continuing, or is likely to occur as a result of such proposed issuance, and all representations and warranties of the

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Co-Issuers herein and in the other Transaction Documents are true and correct and will continue to be true and correct after giving effect to such issuance in all material respects;

(b)                                 if any Series 2007-1 Senior Notes are Outstanding, a pro forma Three-Month DSCR for the Payment Date preceding such Issuance Date and the two immediately preceding Payment Dates, assuming the issuance of Additional Notes, together with all other Series of Notes Outstanding, on the first day of the sixth full month preceding the Payment Date immediately preceding the date of the proposed issuance thereof, that is at least 0.1 higher than the Three-Month DSCR as of the Closing Date unless otherwise agreed by the Series 2007-1 Class A Insurer;

(c)                                  no Servicer Termination Event has occurred and is continuing, or will occur with notice or the lapse of time or both or will occur as a result of such proposed issuance;

(d)                                 no Cash Trap Reserve Event has occurred and is continuing, or will occur as a result of such proposed issuance;

(e)                                  the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under Article VIII;

(f)                                    no Change of Control without the prior written consent of each of the Insurers, if any, has occurred and is continuing, or will occur as a result of such proposed issuance;

(g)                                 unless otherwise agreed by the Lead Insurer with respect to the Series 2007-1 Senior Notes, the Senior ABS Leverage Ratio is at least 0.25 lower than the Senior ABS Leverage Ratio as of the Closing Date prior to and after giving effect to the proposed issuance; provided, that the Lead Insurer with respect to the Series 2007-1 Notes may elect to waive such condition;

(h)                                 in the case of Additional Notes of any existing Series to be issued, either (i) each Insurer, if any, insuring such Series has consented thereto in writing or (ii) without the consent of each Insurer, if any, insuring such Series, the aggregate principal amount to be issued is not greater than the excess, if any, of the maximum authorized principal amount of such Series as set forth in the applicable Series Supplement, over the aggregate principal amount of Notes of such Series that have previously been issued (whether or not still Outstanding);

(i)                                     all expenses with respect to the offering of such Notes or Series of Notes or relating to actions taken in connection therewith which are required to be paid on such Issuance Date have been paid or will be paid from the proceeds thereof;

(j)                                     such other applicable conditions set forth in the Series Supplement for any Series of Notes (for so long as such Series of Notes is Outstanding) have been satisfied; and

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(k)                                  all applicable conditions under this Base Indenture and the other Transaction Documents have been satisfied.

Section 3.4                                      Use of Proceeds from the Issuance of Notes. Notwithstanding anything to the contrary herein, on the Closing Date or any subsequent Issuance Date relating to the issuance of any Series of Notes, the net proceeds from the offering and sale of such Series of Notes will be applied in the manner specified in the applicable Series Supplement relating to such newly issued Series of Notes, or, in the event that the Series Supplement does not specify how such net proceeds are to be applied, to or at the direction of the Master Issuer.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1                                      Satisfaction and Discharge of Indenture.

(a)                                  This Base Indenture shall cease to be of further effect with respect to the Notes except as to (1) rights of registration of transfer and exchange, (2) substitution of mutilated, destroyed, defaced, lost or stolen Notes, (3) rights of Noteholders to receive payments of principal thereof and interest thereon and each Insurer, if any, relating to any Series of Notes to receive any Reimbursement or other amounts due or to become due hereunder or under the applicable Insurance Agreement and/or Insurance Policy that have not been previously paid, (4) rights, obligations and immunities of the Indenture Trustee hereunder including, without limitation, the rights to compensation, reimbursement and indemnification, (5) rights of the Co-Issuers to optional redemption pursuant to the applicable Series Supplement and (6) rights of Noteholders and the other Secured Parties as beneficiaries hereof with respect to the property deposited with the Indenture Trustee and payable to all or any of them, and all Indenture Collateral, rights and interest hereby conveyed or assigned or pledged and not disposed of previously pursuant to the applicable Series Supplement then remaining, if any, shall revert to the Co-Issuers, and the estate, right, title and interest of the Indenture Trustee and the Secured Parties therein shall thereupon cease, terminate and become void, and the Indenture Trustee, on demand of and at the expense of the Co-Issuers, shall execute instruments in form and substance reasonably satisfactory to the Co-Issuers and the Indenture Trustee acknowledging satisfaction and discharge of this Base Indenture and releasing the Indenture Collateral from the Lien of this Base Indenture, and execute and deliver such other instruments or documents as may be reasonably requested by the Co-Issuers to give effect to such release, and shall convey, assign and transfer, or cause to be conveyed, assigned or transferred, and shall deliver or cause to be delivered to the Co-Issuers, all such remaining Indenture Collateral, including money, then held by the Indenture Trustee or any co trustee, other than moneys deposited with the Indenture Trustee pursuant to clause (ii) below, when:

(i)             either:

(A)      all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been paid or replaced as provided in Section 2.6 and (y) Notes for whose payment money has

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theretofore been deposited in trust and thereafter repaid to the Co-Issuers or discharged from such trust, as provided in Section 2.7) have been delivered to the Indenture Trustee for cancellation; or

(B)        the Co-Issuers have irrevocably deposited in trust with the Indenture Trustee or, at the option of the Indenture Trustee, with a trustee reasonably satisfactory to the Aggregate Controlling Party, the Indenture Trustee and the Co-Issuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee and the Aggregate Controlling Party, money or Eligible Investments 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 Indenture 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 Transaction Document and under any Insurance Agreement; provided, however, that (1) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such Eligible Investments to the Indenture Trustee and (2) the Indenture Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Eligible Investments to the payment of said principal and interest with respect to the Notes and such other sums;

(ii)          the Co-Issuers have paid or caused to be paid all other sums payable hereunder by the Co-Issuers and no other amounts will become due and payable by the Co-Issuers and each of the Servicer and each other Securitization Entity has paid all amounts payable by it under the Transaction Documents;

(iii)       the Co-Issuers have delivered to the Indenture Trustee and, if any Insurer is then the Series Controlling Party relating to any Series of Notes, such Insurer, an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Base Indenture with respect to the Notes have been complied with;

(iv)      the Insurance Policies relating to each Series of Notes, if any, have expired or been terminated or canceled by the Indenture Trustee in accordance with their terms and the Indenture Trustee has returned each such Insurance Policy to the applicable Insurers, if any, and all amounts payable to such Insurers, if any, have been paid; provided, however, the Indenture Trustee shall be required to cancel such Insurance Policies and return them to the Insurers, if any, if all amounts under the Notes and the applicable Insurance Agreement have been paid and the Co-Issuers shall have provided to each applicable Insurer,

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if any, an Opinion of Counsel, or such other adequate assurances as may be required by such Insurers, if any, in their sole judgment, that the discharge of the Indenture will not subject such Insurers, if any, to a risk of preference or recapture on amounts previously paid by the Co-Issuers to discharge the Notes, and such Insurers, if any, shall have confirmed in writing that such condition has been satisfied; and

(v)         all commitments under all Class A-1 Note Purchase Agreements have been terminated.

The foregoing provisions notwithstanding, amounts owing in respect of Notes which shall have been paid, or for which provision shall have been made, by a payment from the Insurers, if any, pursuant to the applicable Insurance Policy, if any, shall continue to be Outstanding under this Base Indenture, and the conditions set forth in this Section 4.1 shall not be satisfied, and such Insurers, if any, shall become the Holder of such Notes for all purposes of this Base Indenture; provided, that if the Co-Issuers shall make payment to such Insurers, if any, of all Reimbursements and all Insurer Expenses due hereunder and under the applicable Insurance Agreement in respect of any payments by such Insurers, if any, of principal of and interest on such Notes and Insurer Expenses under the applicable Insurance Agreement, together with any interest due under the applicable Insurance Agreement thereon, the obligation of the Co-Issuers with respect to payment of such Notes shall cease to the extent of such Reimbursement, and if such Reimbursement shall be sufficient to pay all of the principal of and interest due on such Notes, such Notes shall no longer be deemed Outstanding for purposes of this Base Indenture.

(b)                                 Notwithstanding the satisfaction and discharge of this Base Indenture, the rights and obligations of the Co-Issuers, the Noteholders and the Secured Parties under Section 2.7, Section 2.13, Section 2.14, Section 2.15, Section 2.16, Section 4.2, Section 6.5, Section 6.6, Section 7.1, Section 7.3, Section 7.13(o) and Section 11.1 hereof shall survive such satisfaction and discharge.

(c)                                  With respect to any Series, Class or Sub-class of Notes, after (i) the Indenture Collateral and any other Collateral allocable to, and available to be realized upon and applied to the payment of, such Notes has been sold and all proceeds have been applied in accordance with the terms hereof and of each Guaranty and Collateral Agreement, (ii) if such Notes are insured pursuant to an Insurance Policy (x) the related Insurer has made all requisite payments in respect of such Notes in accordance with the terms of such Insurance Policy or (y) the related Insurer has become the subject of a receivership or other insolvency-related proceeding and (iii) a final distribution has been made in respect of the claim arising under such Insurance Policy in respect of such Notes, none of the Indenture Trustee, the Noteholders, any Insurer, the Initial Purchasers, the Servicer or any Hedge Counterparty shall be entitled to take any further steps against any of the Co-Issuers or guarantor under any such Guaranty and Collateral Agreement to recover any sums due but still unpaid hereunder under the Notes, any Insurance Agreement or any other Transaction Document, and all claims against the Co-Issuers, each guarantor under any such Guaranty and Collateral Agreement and the related Insurer, if any, in respect of which shall be extinguished and such Notes shall be discharged.

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Section 4.2                                      Application of Trust Money. All monies, Cash or Eligible Investments deposited with the Indenture Trustee pursuant to Section 4.1 shall be irrevocably held in trust by the Indenture Trustee and applied by it, in accordance with the provisions of the Notes and this Base Indenture and in Article XI to the payment to the Person or Persons entitled thereto of the principal and interest for whose payment such monies, Cash and Eligible Investments have been deposited with the Indenture Trustee, and such monies, Cash and Eligible Investments shall be held in a segregated trust account identified as being held in trust for the benefit of the Noteholders and the other Secured Parties.

Section 4.3                                      Reinstatement. If the Indenture Trustee is unable to apply any cash or Eligible Investments in accordance with Section 4.1 by reason of any Proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Co-Issuers’ obligations under this Base Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.1 until such time as the Indenture Trustee is permitted to apply all such cash or Eligible Investments in accordance with Section 4.1; provided, however, that if the Co-Issuers have made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Co-Issuers shall be subrogated to the rights of the holders who received such cash or Eligible Investments to receive such payment from the funds held by the Indenture Trustee.

ARTICLE V

EVENTS OF DEFAULT AND REMEDIES

Section 5.1                                      Rapid Amortization Event.

(a)                                  Upon the occurrence of any of the following events:

(i)             the failure to pay in full the accrued and unpaid interest on and all principal of any Series of Notes by the applicable Adjusted Repayment Date;

(ii)          the occurrence of a Series Rapid Amortization Event specified in the Series Supplement relating to any Series of Notes;

(iii)       the occurrence of a Servicer Termination Event; or

(iv)      the occurrence of an Event of Default,

a “Rapid Amortization Event” shall be deemed to have occurred, without the giving of further notice or any other action on the part of the Indenture Trustee or any Holder of Notes.

(b)                                 Subject to the waiver of any Rapid Amortization Event described in Section 5.1(c) below and the Series 2007-1 Rapid Amortization Cure Right, as applicable, upon the occurrence of a Rapid Amortization Event (which, for avoidance of doubt, in each and every case shall become applicable to all Series of Notes then Outstanding irrespective of whether such

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Rapid Amortization Event initially relates to a particular Series or Class of Notes), the Indenture Trustee shall apply all amounts available in accordance with the provisions of Articles X and XI below, on each Payment Date thereafter (subject to Sections 11.1(e) and 11.1(g)) first, to the payment in full of the Aggregate Outstanding Principal Amount of all Senior Notes then Outstanding and second, to the Aggregate Outstanding Principal Amount of all Subordinated Notes then Outstanding (in accordance with the provisions of Articles X and XI below).

(c)                                  In connection with the occurrence of a Rapid Amortization Event:

(i)             the Series Controlling Party of the Series of Notes with respect to which a Rapid Amortization Event described in Sections 5.1(a)(i) and 5.1(a)(ii) occurs will be entitled to waive such Rapid Amortization Event (in which case the Series Rapid Amortization Event relating to a particular Series will be waived in respect of all other Series of Notes Outstanding for purposes of Section 5.1(a)(ii) above other than any Series of Notes with respect to which the same Series Rapid Amortization Event has occurred pursuant to the related Series Supplement); provided that a waiver of any Rapid Amortization Event set forth in Section 5.1(a)(i) above will also require the written consent of the Holders of 100% of the Aggregate Outstanding Principal Amount of the applicable Series of Notes; and

(ii)          the Aggregate Controlling Party will be entitled to waive any Rapid Amortization Event described in Sections 5.1(a)(ii), 5.1(a)(iii) and 5.1(a)(iv) above for purposes of all Series of Notes Outstanding, other than, with respect to Section 5.1(a)(ii), any Series Rapid Amortization Event that the related Series Supplement specifies cannot be waived by the Aggregate Controlling Party.

Section 5.2                                      Partial Amortization. On any Payment Date following the occurrence and continuance of a Partial Amortization Event, the Indenture Trustee (in accordance with the provisions of Articles X and XI) shall apply all amounts on deposit in the applicable Principal Payment Accounts and the Cash Trap Reserve Account that are allocable to the relevant Series of Notes to the extent necessary toward the payment of principal on such Series of Notes; provided that on such Payment Date the aggregate amount of principal prepaid shall not exceed an amount equal to the applicable Partial Amortization Amount.

Section 5.3                                      Events of Default.

(a)                                  “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i)             the Co-Issuers fail to pay any Senior Notes Monthly Interest Amount (without giving effect to payments made on the Senior Notes with the proceeds from the draw on an Insurance Policy, if any) or, following the

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payment in full of all Senior Notes Outstanding, any Subordinated Notes Monthly Interest Amount, and such failure continues for two (2) Business Days after such payment is due (or, in the case of a failure to pay such interest when due resulting solely from an administrative error or omission by the Indenture Trustee, such default continues for a period of two (2) Business Days after the Indenture Trustee receives written notice or has Actual Knowledge of such administrative error or omission);

(ii)          the Co-Issuers fail to pay the principal of (x) any Senior Notes in full on or prior to the Payment Date that occurs five years prior to the Series Legal Final Maturity Date for such Senior Notes (without giving effect to payments made on the Notes with the proceeds from the draw on an Insurance Policy, if any) or (y) any Subordinated Notes in full on or prior to the Series Legal Final Maturity Date for such Subordinated Notes;

(iii)       any Securitization Entity fails to perform or comply with any of the covenants (other than those covered by clauses (i) and (ii) above or clause (xx) below) or representations or warranties contained in any Transaction Document to which it is a party (including any covenant to pay any amount other than interest on or principal of the Notes when due in accordance with the Priority of Payments), or any of its representations or warranties contained in any Transaction Document to which it is a party proves to be incorrect in any material respect as of the date made or deemed to be made, and such default, failure or breach continues for a period of thirty (30) consecutive days (or, solely with respect to (x) a failure to comply with any obligation to deliver a notice, report or other communication within the specified time frame set forth in the applicable Transaction Document, such failure continues for a period of five (5) consecutive Business Days after the specified time frame for delivery has elapsed or (y) Sections 7.8, 7.9, 7.11 and Section 7.13(p), such failure continues for a period of ten (10) consecutive Business Days) following the earlier to occur of the knowledge of an Authorized Officer of such Securitization Entity of such breach or failure and the default caused thereby or written notice to such Securitization Entity by the Indenture Trustee, any Series Controlling Party or any Insurer of such default, breach or failure;

(iv)      an effective resolution is passed by any Securitization Entity for the winding up or liquidation of such Securitization Entity, except a winding up for the purpose of a merger, reconstruction or amalgamation, in accordance with the terms of this Base Indenture, the terms of which have previously been approved in writing by the Series Controlling Party of each Series of Notes;

(v)         any petition is filed, or any case or proceeding is commenced, against any Securitization Entity under the Bankruptcy Code, or any other similar applicable federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, and such filing, case or proceeding has not been dismissed within sixty (60) days after such filing or commencement;

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(vi)      the institution by any Securitization Entity of proceedings to be adjudicated as bankrupt or insolvent, or the consent by any Securitization Entity to the institution of bankruptcy or insolvency proceedings against it, or the filing by any Securitization Entity of a petition or answer or consent seeking reorganization relief under the Bankruptcy Code or any other similar applicable federal or state law, or the consent by either to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of either, or of any substantial part of its property, or the making by any Securitization Entity of an assignment for the benefit of creditors, or the admission by any Securitization Entity in writing of its inability to pay its debts generally as they become due, or the taking of action by any Securitization Entity in furtherance of any such action;

(vii)   any Securitization Entity registers, or is required to register, as an “investment company” under the Investment Company Act, or any body with jurisdiction makes a final determination that any Securitization Entity is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act;

(viii) the failure to satisfy the minimum required Three-Month Adjusted DSCR with respect to any Series of Notes Outstanding as specified in the applicable Series Supplement;

(ix)        any Transaction Document or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions thereof), or ▇▇▇▇▇▇▇▇’▇ International or any Securitization Entity asserts as such in writing;

(x)           a draw is made under any Insurance Policy;

(xi)        the Indenture Trustee ceases to have a valid and perfected security interest in or Lien on the Indenture Collateral in which perfection can be achieved under the UCC or other applicable law in the United States free and clear of any Lien except Permitted Liens other than (i) any immaterial Indenture Collateral, (ii) any Indenture Collateral which has been disposed of, solely to the extent permitted under the Indenture and (iii) unless a Trigger Event has occurred and has not been waived within ninety (90) days thereafter, the Company-Owned Real Property or (iv) except as otherwise required under the Servicing Agreement, the accounts maintained with depository institutions for the deposit of cash revenues generated by Company-Owned U.S. Restaurants pending transfer to the Concentration Account;

(xii)     a final non-appealable ruling has been made by a court of competent jurisdiction that the contribution of the Indenture Collateral (other than any immaterial Indenture Collateral and any Indenture Collateral which has been disposed of, to the extent permitted hereunder) pursuant to any

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Asset Contribution Agreement does not constitute a “true contribution” or other absolute transfer of such Indenture Collateral pursuant to such Asset Contribution Agreement;

(xiii)  an outstanding final non-appealable judgment exceeding $10,000,000 (when aggregated with the amount of all other outstanding final non-appealable judgments) is rendered against any Securitization Entity, and either (x) enforcement proceedings are commenced by any creditor upon such judgment or order or (y) there will be any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, will not be in effect;

(xiv)  any Securitization Entity fails to perform or comply with any material provision of its organizational documents, which failure is reasonably likely to cause the contribution of the Indenture Collateral to or from such Securitization Entity pursuant to the related Asset Contribution Agreement to fail to constitute a “true contribution” or other absolute transfer of such Indenture Collateral pursuant to such Asset Contribution Agreement or is reasonably likely to cause a court of competent jurisdiction to disregard the separate existence of such Securitization Entity and such failure continues for more than thirty (30) consecutive days following the earlier to occur of the Actual Knowledge of an Authorized Officer of such Securitization Entity or written notice to such Securitization Entity from the Indenture Trustee, any Series Controlling Party or any Insurer of such failure;

(xv)    the IP Holder fails to have good title to any IP Assets (other than any IP Assets that have been disposed of, solely to the extent permitted hereunder) or any other Securitization Entity fails to have good title to any of the Indenture Collateral owned by such Securitization Entity (other than any Indenture Collateral that has been disposed of, solely to the extent permitted under the Indenture) except in each case where such failure individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Indenture Collateral, or the ability of the IP Holder or such other Securitization Entity to satisfy its obligations under the Indenture or such other Transaction Documents to which it is a party;

(xvi)  (x) a Securitization Entity, other than Applebee’s Holdings and the Restaurant Holders that are corporations, ceases to be a disregarded entity for the purposes of the Code or (y) Applebee’s Holdings ceases to be a partnership for purposes of the Code;

(xvii)  (t) any Securitization Entity engages in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (u) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, exists with respect to any Plan and is not discharged within thirty (30) days thereafter, (v) any Lien in an amount equal to at least $1,000,000 in favor of the PBGC or a Plan arises on

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the assets of any Securitization Entity and is not discharged within thirty (30) days thereafter, (w) a Reportable Event shall occur with respect to, or proceedings commence to have a trustee appointed, or a trustee is appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Aggregate Controlling Party, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (x) any Single Employer Plan terminates for purposes of Title IV of ERISA, (y) any Securitization Entity incurs, or in the reasonable opinion of the Aggregate Controlling Party are likely to incur, any liability in connection with a complete or partial withdrawal from, or the Insolvency, Reorganization or termination of, a Multiemployer Plan or (z) any other event or condition occurs or exists with respect to a Plan; and in each case in clauses (t) through (z) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect on any Securitization Entity;

(xviii) any Lien in an amount equal to at least $1,000,000 in favor of the IRS arises on the assets of any Securitization Entity and is not discharged within thirty (30) days thereafter;

(xix) IHOP Franchising, LLC and IHOP IP, LLC transfer all or substantially all of their respective assets subject to the Lien of the IHOP Indenture to one or more Affiliates in order to effect a refinancing by such Affiliates of indebtedness issued by IHOP Franchising, LLC and IHOP IP, LLC pursuant to the IHOP Indenture, and simultaneously therewith IHOP Corp. does not cause a Replacement Residual Certificate (or Replacement Residual Certificates, as may be applicable if the assets of IHOP Financing, LLC and IHOP IP, LLC have been transferred to more than one Affiliate in connection with such a refinancing) to be contributed to the capital of the Master Issuer, which Replacement Residual Certificate(s) shall become subject to the Lien hereunder;

(xx)      ▇▇▇▇▇▇▇▇’▇ International or the Servicer, as applicable, fails to comply after the applicable notice and cure period with its obligations to pay the Indemnification Amount in respect of the assets relating to an Applebee’s Restaurant pursuant to the related First-Tier Asset Contribution Agreement or the Servicing Agreement, as applicable, in the manner described therein; or

(xxi) the Co-Issuers fail to prepay all of the Series 2007-1 Notes Outstanding in full upon the occurrence of a Change of Control to which the Series 2007-1 Class A Insurer has not provided its prior written consent.

Section 5.4                                      Acceleration of Maturity; Rescission and Annulment.

(a)                                  At any time after an Event of Default has occurred and is continuing, other than an Event of Default specified in Section 5.3(a)(iv), (v), or (vi), the Indenture Trustee, if so directed by the Aggregate Controlling Party, shall declare, on written notice to the

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Co-Issuers (unless no written notice is required under the Indenture), the Aggregate Outstanding Principal Amount of all Outstanding Notes to be immediately due and payable, and upon any such declaration, such Aggregate Outstanding Principal Amount, together with all accrued and unpaid interest thereon, and other amounts payable under the Indenture, shall automatically become immediately due and payable. If an Event of Default specified in Section 5.3(a)(iv), (v), or (vi) has occurred and is continuing, the Aggregate Outstanding Principal Amount, together with all accrued and unpaid interest thereon, of all of the Notes, and other amounts payable hereunder, shall automatically become due and payable. Notwithstanding the foregoing, no such acceleration (whether occurring automatically or by the declaration of the Indenture Trustee) shall result in an acceleration of payments under any Insurance Policy.

(b)                                 If any Co-Issuer obtains knowledge that an event that might reasonably be expected to constitute a Default or Event of Default has occurred and is continuing, the Co-Issuers shall promptly notify the Indenture Trustee, each Insurer, if applicable, and the Noteholders; provided, that such notice, except as otherwise stated therein, shall not constitute an admission that such event constitutes a Default or Event of Default.

(c)                                  At any time after such a declaration of acceleration of maturity has been made relating to the Notes and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee, the Aggregate Controlling Party (except in respect of an Event of Default specified in Section 5.3(a)(iv), (v), or (vi), in which case rescission shall be subject to the consent of each Series Controlling Party), by written notice to the Co-Issuers and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i)             the Co-Issuers have paid or deposited with the Indenture Trustee a sum sufficient to pay:

(A)      all overdue installments of interest and principal on the Notes,

(B)        all unpaid taxes, administrative expenses and other sums paid or advanced by the Indenture Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any due and unpaid Weekly Servicing Fees, and

(C)        all outstanding Reimbursements, Insurer Expenses and Accrued Insurer Premium Amounts owed to each Insurer, if any; and

(ii)          the Indenture Trustee has determined, after consultation with counsel, that all Events of Default, other than the non-payment of interest on or principal of the Notes that have become due solely by such acceleration, have been cured and, if any Event of Default (not including any Event of Default occurring for a Series solely as a result of cross default to a Series Event of Default for another Series) was a Series Event of Default only for

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some but not all of the Series of Notes, the Series Controlling Party for such Series of Notes, by written notice to the Indenture Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld or delayed) or has waived such Series Event of Default pursuant to the applicable Series Supplement.

No such rescission and annulment shall affect any subsequent Default or Event of Default or impair any right consequent thereon.

Section 5.5                                      Enforcement.

(a)                                  At any time after an Event of Default has occurred and is continuing and the Notes have been accelerated, the Indenture Trustee, upon receipt of an Aggregate Controlling Party Order, shall exercise in respect of the Indenture Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Indenture Collateral) and also shall, pursuant to an Aggregate Controlling Party Order:  (i) require the Co-Issuers to, and each of the Co-Issuers hereby agrees that it will at its expense and upon request of the Indenture Trustee forthwith, assemble all or part of the Indenture Collateral as directed by the Indenture Trustee and make it available to the Indenture Trustee at a place and time to be designated by the Indenture Trustee that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Indenture Collateral or any part thereof in one or more parcels at public or private sale, at any of the Indenture Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Indenture Trustee may deem commercially reasonable, in accordance with, and subject to the proviso set forth in, the following sentence; (iii) occupy any premises owned or leased by any Co-Issuer where the Indenture Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to any Co-Issuer in respect of such occupation; and (iv) exercise any and all rights and remedies of any Co-Issuer under or in connection with the Indenture Collateral. At any time after an Event of Default has occurred and is continuing and the Notes have been accelerated, the Indenture Trustee shall at the direction of the Aggregate Controlling Party, pursuant to an Aggregate Controlling Party Order, sell or dispose of any or all of the Indenture Collateral; provided, however, that the Indenture Trustee may not sell or otherwise liquidate all or substantially all of the Indenture Collateral following such an Event of Default unless (i) each Insurer (other than an Insurer as to which an Insurer Event of Default has occurred and is continuing), if any, consents thereto, (ii) the proceeds of such sale or liquidation distributable to the Holders of all Senior Notes are sufficient to discharge in full all amounts then due and unpaid upon such Senior Notes for principal, premium, if any, and interest and all amounts owing to the Insurers after taking into account payment of all amounts due prior thereto pursuant to the Priority of Payments, (iii) the Aggregate Controlling Party determines that the Indenture Collateral will not continue to provide sufficient funds for all payments on the Senior Notes of all Series as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the written consent of each Series Controlling Party to such sale or (iv) the sale involves a sale of the equity interests in the Master Issuer and the Co-Issuers continue to be liable for payment and performance of the obligations under the Indenture. In determining such sufficiency or insufficiency with respect to clauses (ii) and (iii) in the previous sentence, the Aggregate

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Controlling Party may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputations as to the feasibility of such proposed action and as to the sufficiency of the Indenture Collateral for such purpose. The Co-Issuers agree that, to the extent notice of sale shall be required by law, ten (10) days’ notice to the Co-Issuers of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Indenture Trustee shall not be obligated to make any sale of Indenture Collateral regardless of notice of sale having been given. The Indenture Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Indenture Trustee shall not have any recourse to the IHOP Securitization Entities or the assets of the IHOP Securitization Entities for the obligations of the Co-Issuers under the Indenture and the other Transaction Documents; provided, that the foregoing shall not limit (i) any rights the Indenture Trustee may have with respect to distributions that are paid or payable in respect of the IHOP Residual Certificate or the right to exercise remedies under the Indenture against the IHOP Residual Certificate, or (ii) any rights of the Indenture Trustee to file any claim in or otherwise take any action permitted or required by applicable laws with respect to any insolvency proceeding instituted by or against ▇▇▇▇▇▇▇▇’▇ International, IHOP Corp., any Co-Issuer, any other Securitization Entity, any IHOP Securitization Entity, or any Affiliate thereof if the Indenture Trustee (at the direction of the Aggregate Controlling Party) determines that the failure to assert such claims or take such action would prejudice the Indenture Trustee vis-à-vis any other third-party creditor of the Co-Issuers who is asserting that the IHOP Securitization Entities should be liable for the obligations of any Securitization Entity to such third-party creditor or that the IHOP Securitization Entities should be substantively consolidated with the Securitization Entities or any of their non-securitization Affiliates. Any monies collected by the Indenture Trustee under this subsection (a) shall be applied as provided in Section 5.6.

(b)                                 Upon the acceleration of the Notes under Section 5.4, the Indenture Trustee, subject to the terms set forth in Section 5.5(a) above, (i) shall (if and as directed pursuant to an Aggregate Controlling Party Order relating to the Notes), institute Proceedings to enforce the rights of the Indenture Trustee with respect to the Indenture Collateral, including, without limitation, to foreclose upon the Indenture Collateral or sell the Indenture Collateral under a decree of a court or courts of competent jurisdiction, and (ii) may at its discretion take any other action of a secured party as permitted by the laws of the State of New York.

If, at any time when the Indenture Trustee shall determine to exercise its right to sell the whole or any part of the pledged Equity Interests hereunder (subject to Section 5.5(a) above) and such pledged Equity Interests or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, the Indenture Trustee (x) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such pledged Equity Interests or part thereof could be or shall have been filed under the Securities Act (or similar statute), (y) may approach and negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to purchasers each of whom is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such pledged Equity Interests or any part thereof.

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Each Co-Issuer acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Indenture Trustee shall be under no obligation to delay a sale of any of the pledged Equity Interests for the period of time necessary to permit any Pledged Entity to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Co-Issuers and such Pledged Entity would agree to do so.

Each Co-Issuer which is a pledgor of any pledged Equity Interests hereby irrevocably constitutes and appoints the Indenture Trustee as the proxy and attorney-in-fact of such Co-Issuer with respect to such pledged Equity Interests, including the right, from and after an Event of Default, to vote the same, with full power of substitution to do so. The appointment of the Indenture Trustee as proxy and attorney-in-fact is coupled with an interest and shall be irrevocable until all Notes under the Indenture and all other Secured Obligations have been indefeasibly paid in full. In addition to the right to vote the pledged Equity Interests, the appointment of the Indenture Trustee as proxy and attorney-in-fact shall include the right to exercise all other rights, powers, privileges and remedies to which a holder of the pledged Equity Interests would be entitled (including giving or withholding written consents of members, calling special meetings of members and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any pledged Equity Interests on the record books of the issuer thereof) by any person (including the issuer of the pledged Equity Interests), upon the occurrence of an Event of Default. Notwithstanding the foregoing, the Indenture Trustee shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so.

(c)                                  In the case of an Insurer Event of Default relating to any Series of Notes, the Indenture Trustee shall institute such Proceedings or take such other action to enforce the obligations of the defaulting Insurer relating to such Series of Notes under the applicable Insurance Policy as the Holders of a Majority of the Series Outstanding Principal Amount shall direct in writing.

(d)                                 No Noteholder relating to a Series of Notes shall be entitled to institute Proceedings or take such other action directly against any of the Co-Issuers, any other Securitization Entity, the Servicer, the Insurers, if any, relating to such Series of Notes or the Indenture Collateral with respect to any Notes, whether to enforce the Co-Issuers’ obligations hereunder or under such Notes, or against any Indenture Collateral securing the Notes, unless (i) the Indenture Trustee, having become bound so to act, fails to institute Proceedings against the Co-Issuers or with respect to any such Indenture Collateral within a reasonable time and such failure is continuing, (ii) with respect to such Series of Notes, an Insurer Event of Default has occurred and is continuing and (iii) holders of at least 25% of the Aggregate Outstanding Principal Amount for such Series of Notes agree in writing.

(e)                                  Upon any sale of any or all of the Indenture Collateral securing the Notes as provided in this Base Indenture, the following shall be applicable:

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(i)             the Indenture Trustee is appointed as the true and lawful attorney of the Co-Issuers to the extent permitted by law, in their name and ▇▇▇▇▇, to make all necessary deeds, bills of sale and instruments of assignment, transfer or conveyance of the property thus sold; and for that purpose may make instruments and instructions and may substitute one or more Persons with like power; and the Co-Issuers ratify and confirm all that its said attorney, or such substitute or substitutes, shall lawfully do;

(ii)          if so requested by the Indenture Trustee or by any purchaser, the Co-Issuers shall ratify and confirm any such sale, or transfer by executing and delivering to the Indenture Trustee or to such purchaser or purchasers all proper deeds, bills of sale, instruments of assignment, conveyance or transfer and releases as may be designated in any such request;

(iii)       to the extent permitted by applicable law, any Noteholder, the Indenture Trustee or any Insurer, if applicable, relating to the Notes may bid for and purchase any of the Indenture Collateral, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such;

(iv)      the receipt of the purchase price by the Indenture Trustee or of the officer making such sale under a judicial proceeding shall be sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or its personal representatives or assigns shall not be obligated to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or nonapplication thereof;

(v)         any such sale, to the maximum extent permitted by law, shall operate to divest the Co-Issuers of all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, in and to the Indenture Collateral so sold and shall be a perpetual bar both at law and at equity or otherwise against the Co-Issuers and their successors and assigns, and any and all Persons claiming or who may claim the Indenture Collateral sold or any part thereof from, through or under the Co-Issuers or their successors and assigns; and

(vi)      any monies collected by the Indenture Trustee upon any sale of, collection from, or other realization upon all or any of the Indenture Collateral or otherwise upon the enforcement of this Base Indenture, shall be applied as provided in Section 5.6.

(f)                                    In accordance with the terms of this Base Indenture, at any time when the Indenture Trustee institutes with the consent of the Aggregate Controlling Party (or is directed to institute by the Aggregate Controlling Party) Proceedings to enforce the Notes or this Base Indenture or any Indenture Collateral, the following shall be applicable:

(i)             The Indenture Trustee in its own name, or as Indenture Trustee of an express trust, or as attorney-in-fact for Holders of Notes,

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any Insurer or any other Secured Party, as the case may be, or in any one or more of such capacities shall be entitled and empowered to institute any suits, actions or other Proceedings at law, in equity or otherwise, to recover judgment against the Co-Issuers or any of them for the whole amount due and unpaid on the Secured Obligations, and against any Insurer for any amounts owing under any Insurance Policy and may prosecute any such claims or Proceedings to judgment or final decree against the Co-Issuers or any of them or any Insurer and collect the monies adjudged or decreed to be payable in any manner provided by law, whether before or after or during the pendency of any Proceedings for the enforcement of the Lien of this Base Indenture, or of any of the Indenture Trustee’s rights or the rights of any Secured Party under this Base Indenture or the Indenture Trustee’s rights under any Insurance Policy, and such power of the Indenture Trustee shall not be affected by any sale hereunder or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Base Indenture or for the foreclosure of the Lien hereof.

(ii)          In case of a sale of, collection from, or other realization upon all or any of the Indenture Collateral and of the application of the proceeds of such sale to the payment of the principal of and interest on the Notes and other amounts owing hereunder in accordance with Article X and XI (as applicable), the Indenture Trustee in its own name, and as trustee of an express trust, subject to Section 2.14(d) and Section 5.5(g), shall be entitled and empowered, by any appropriate means, legal, equitable or otherwise, to enforce payment of, and to receive all amounts then remaining due and unpaid to the Secured Parties, for the benefit of the Secured Parties, with, as applicable, interest at the rate borne by such Notes or such other rate as applicable thereto under the Transaction Documents. Notwithstanding the foregoing, upon the occurrence of an Event of Default and the sale of all or any part of the Indenture Collateral, amounts on deposit in the applicable Principal Payment Account may, at the direction of the Aggregate Controlling Party, be applied to amounts owing hereunder in accordance with Article X and XI (as applicable), if any, prior to payment of principal in respect of the immediately succeeding Payment Date.

(iii)       Except as required by applicable law or the terms of such judgment or final decree, no recovery of any judgment or final decree by the Indenture Trustee and no levy of any execution under any such judgment upon any of the Indenture Collateral shall in any manner or to any extent affect the Lien of this Base Indenture upon any of such Indenture Collateral, or any rights, powers or remedies of the Indenture Trustee, but all such Liens, rights, powers and remedies shall continue unimpaired as before.

(iv)      The Indenture Trustee in its own name, or as Indenture Trustee of an express trust, or as attorney-in-fact for Holders of Notes or any Insurer, as the case may be, or in any one or more of such capacities (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on any of the Co-Issuers for the

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payment of overdue principal or interest), shall be entitled and empowered 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 Indenture Trustee and of any Insurer and the holders of Notes and/or any other Secured Obligation, as applicable (whether such claims be based upon the provisions of such Notes, any Insurance Agreement, any other Secured Obligation or this Base Indenture), allowed in any receivership, insolvency, bankruptcy, moratorium, liquidation, readjustment, reorganization or any other judicial or other Proceedings relative to the Co-Issuers or any Insurer, the creditors of any of the Co-Issuers, any Insurer or the Indenture Collateral, and any receiver, assignee, indenture trustee, liquidator, sequestrator (or other similar official) in any such judicial or other Proceeding is hereby authorized to make such payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholders, any Insurer or any other Secured Party, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel. The Indenture Trustee is hereby irrevocably appointed (and the successive respective holders of the Secured Obligations by taking and holding the Secured Obligations, shall be conclusively deemed to have so appointed the Indenture Trustee) the true and lawful attorney-in-fact of the respective Secured Parties with authority to (x) make and file in the respective names of the Secured Parties (subject to deduction from any such claims of the amounts of any claims filed by any of the Secured Parties themselves to the extent permitted hereby) any claim, proof of claim or amendment thereof, debt, proof of debt or amendment thereof, petition or other document in any such Proceeding and to receive payment of amounts distributable on account thereof, (y) execute any such other papers and documents and do and perform any and all such acts and things for and on behalf of such Secured Parties as may be necessary or advisable in order to have the respective claims of the Secured Parties against the Co-Issuers or the Indenture Collateral reorganized and enforced, and (z) receive payment of or on account of such claims and debt; provided that nothing contained in this Base Indenture shall be deemed to give to the Indenture Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such Proceeding to waive or change in any way any right of any Secured Party. Any monies collected by the Indenture Trustee under this subsection (f) shall be applied as provided in Section 5.6.

(v)         All rights of action and of asserting claims under this Base Indenture, any Insurance Policy, or under any of the Notes enforceable by the Indenture Trustee may be enforced by the Indenture Trustee to the extent permitted by law without possession of any of such Notes or the production thereof at the trial or other Proceedings relative thereto.

(vi)      In case the Indenture Trustee shall have proceeded to enforce any right under this Base Indenture by suit, foreclosure or otherwise and such Proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Indenture Trustee, then in every such

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case the Co-Issuers, any Insurer and the Indenture Trustee shall, to the extent permitted by law, be restored without further act to their respective former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee shall continue as though no such Proceedings had been taken, except to the extent determined in litigation adversely to the Indenture Trustee.

(g)                                 Notwithstanding any other provision of this Base Indenture, the Notes, any Insurance Agreement, the Servicing Agreement or any other Transaction Document or otherwise (but subject, for the avoidance of doubt, to the provisions of Sections 5.5(a), 5.5(b), 5.5(c), 5.5(d), 5.5(e), 5.8 and 5.9 hereof), the liability of the Co-Issuers to the Noteholders, any Insurer, the Servicer, the Initial Purchaser, each Series Hedge Counterparty, if any, and the Indenture Trustee under or in relation to the Notes, this Base Indenture, any Insurance Agreement or any other Transaction Document to which such Co-Issuer is a party, or otherwise, is limited in recourse to the Indenture Collateral. After the Indenture Collateral has been sold and all proceeds have been applied in accordance with the terms hereof, none of the Indenture Trustee, the Noteholders, any Insurer, the Initial Purchaser, the Servicer or any Hedge Counterparty shall be entitled to take any further steps against any of the Co-Issuers to recover any sums due but still unpaid hereunder, under the Notes, any Insurance Agreement or any of the other agreements or documents described in this paragraph (g), all claims against the Co-Issuers in respect of which shall be extinguished. In particular, the Indenture Trustee agrees, and each Noteholder by its acceptance of a Note and each other Secured Party and the Servicer by their acceptance of the benefits of this Base Indenture and each Insurer, if any, by its execution of a Series Supplement will be deemed to have agreed, not to take any action or institute any proceeding against any of the Co-Issuers under any Insolvency Law applicable to any of the Co-Issuers; provided that each of the Indenture Trustee and the Noteholders, each Insurer, if any, any other Secured Party and the Servicer may become parties to and participate in any Proceeding or action under any Insolvency Law applicable to any of the Co-Issuers that is initiated by any other Person that is not an Affiliate of it.

Section 5.6                                      Application of Monies Collected by Indenture Trustee. Any amounts obtained by the Indenture Trustee on account of or as a result of the exercise by the Indenture Trustee of any of its rights under the Indenture, including without limitation, under this Article V, shall be deposited in the Collection Account and applied in accordance with Articles X and XI.

Section 5.7                                      Waiver of Appraisement, Valuation, Stay and Right to Marshaling. To the extent it may lawfully do so, each of the Co-Issuers 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 appraisement, 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 Base Indenture, (ii) the sale of, collection from, or other realization upon any of the Indenture Collateral, or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof;

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

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

(d)                                 consents and agrees that, subject to the terms of this Base Indenture, all the Indenture Collateral may at any such sale be sold by the Indenture Trustee in part or as an entirety.

Section 5.8                                      Remedies Cumulative; Delay or Omission Not a Waiver. To the extent permitted by law, every remedy given hereunder to the Indenture Trustee, any Insurer or to any of the Noteholders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every statute, law, equity or otherwise. Subject to the terms of this Base Indenture specifically including the rights of any Insurer as Series Controlling Party or Aggregate Controlling Party relating to the Notes or a Series of Notes, respectively (as applicable, so long as any Insurer is the Aggregate Controlling Party relating to the Notes or the Series Controlling Party relating to a Series of Notes), to direct actions of the Indenture Trustee in accordance with the terms of this Base Indenture, the Indenture Trustee may exercise all or any of the powers, rights or remedies given to it hereunder or which may be now or hereafter given by statute, law, equity or otherwise, in its absolute discretion. No course of dealing among the Co-Issuers, any Insurer and the Indenture Trustee or the Noteholders or any delay or omission of the Indenture Trustee, any Insurer or of the Noteholders to exercise any right, remedy or power accruing upon any Event of Default shall impair any right, remedy or power or shall be construed to be a waiver of any such Event of Default or of any right of the Indenture Trustee, any Insurer or of the Noteholders or acquiescence therein, and every right, remedy and power given by this Article V to the Indenture Trustee, any Insurer or to the Noteholders may, to the extent permitted by law, be exercised from time to time and as often as may be deemed expedient by the Indenture Trustee, any such Insurer or by the Noteholders.

Section 5.9                                      Control of Notes. Notwithstanding any other provision of this Base Indenture (but subject, for the avoidance of any doubt, to the provisions of Section 5.5(f)), the Aggregate Controlling Party shall have the right to cause the institution of, and direct the time, method and place of, exercising any right or remedy in respect of any enforcement of the Indenture Collateral or conducting any Proceeding for any remedy available to the Indenture Trustee under this Base Indenture or any other Transaction Document and to direct the exercise of any trust, right, remedy or power conferred on the Indenture Trustee, in all cases insofar as such trust, right remedy or power is to be exercised with respect to such Series of Notes provided that:

(a)                                  such direction shall be in writing and shall not conflict with any rule of law or with this Base Indenture;

(b)                                 the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction or this Base Indenture; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it

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determines might involve it in liability (unless the Indenture Trustee has received satisfactory indemnity against such liability as set forth below); and

(c)                                  the Indenture Trustee shall have been provided with indemnity reasonably satisfactory to it, it being understood and agreed by the Indenture Trustee that an indemnity by an Insurer, if any (so long as there is no Insurer Event of Default relating to such Insurer), will be satisfactory to the Indenture Trustee if the form and substance of such indemnity is reasonably satisfactory to the Indenture Trustee.

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.1                                      Certain Duties and Responsibilities.

(a)                                  Except during the continuance of an Event of Default:

(i)             the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Base Indenture, and no implied covenants or obligations shall be read into this Base Indenture against the Indenture Trustee; and

(ii)          in good faith on its part, the Indenture 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 Indenture Trustee and conforming to the requirements of this Base Indenture; provided that in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Base Indenture and shall promptly, but in any event within one (1) Business Day in the case of an Officer’s Certificate furnished by the Servicer, notify the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Indenture Trustee within two (2) Business Days after such notice from the Indenture Trustee, the Indenture Trustee shall so notify the Holders and such Insurer.

(b)                                 In case an Event of Default known to a Trust Officer of the Indenture Trustee has occurred and is continuing, the Indenture Trustee shall, except in the case of the receipt of directions with respect to such matter from the Aggregate Controlling Party in accordance with the terms of this Base Indenture, exercise such of the rights and powers vested in it by this Base Indenture, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(c)                                  No provision of this Base Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own fraud, its own bad faith or its own willful misconduct, except that:

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(i)             this subsection shall not be construed to limit the effect of subsection (a) of this Section 6.1;

(ii)          the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it shall be proven that the Indenture Trustee was negligent in ascertaining the pertinent facts;

(iii)       the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Series Controlling Party of any Series of Notes or the Aggregate Controlling Party in accordance with this Base Indenture relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred upon the Indenture Trustee, under this Base Indenture;

(iv)      no provision of this Base Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it (if the amount of such funds or risk or liability does not exceed the amount payable to the Indenture Trustee pursuant to Section 10.2(e) net of the amounts specified in Section 6.6(a)(i), the Indenture Trustee shall be deemed to be reasonably assured of such repayment); and

(v)         the Indenture Trustee shall not be liable to the Holders for any action taken or omitted by it in good faith at the direction of the Series Controlling Party of any Series of Notes or the Aggregate Controlling Party and/or a Holder under circumstances in which such direction is required or permitted by the terms of this Base Indenture.

(d)                                 For all purposes under this Base Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Default (other than any event described in Section 5.3(a)(i) or 5.3(a)(ii)) unless a Trust Officer assigned to and working in the Corporate Trust Office has Actual Knowledge thereof or unless written notice of any such event is received by the Indenture Trustee at the Corporate Trust Office, and such notice references, as applicable, the Notes generally, the Co-Issuers, the Indenture Collateral or this Base Indenture.

(e)                                  Whether or not therein expressly so provided, every provision of this Base Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and Section 6.3.

(f)                                    The Indenture Trustee shall, upon receipt of reasonable prior notice to the Indenture Trustee, permit any Insurer or any representative of a Holder of a Note, during the Indenture Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts

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therefrom (the reasonable out-of-pocket expenses incurred in making any such copies or extracts to be reimbursed to the Indenture Trustee by such Insurer or such Holder).

(g)                                 In connection with any Account Control Agreement, the Indenture Trustee hereby agrees to give orders to various entities on behalf of the Back-Up Manager as necessary after the occurrence of a Servicer Termination Event.

(h)                                 The Indenture Trustee may request written direction any time the Indenture provides that the Indenture Trustee may be directed to act.

Section 6.2                                      Notice of Default. Promptly (and in no event later than two (2) Business Days) after the occurrence of any Default known to a Trust Officer of the Indenture Trustee or after any declaration of acceleration has been made or delivered to the Indenture Trustee pursuant to Section 5.4, the Indenture Trustee shall transmit notice of such Default by mail or facsimile to the Servicer, each Insurer, if any, each Rating Agency (so long as any of the Notes are Outstanding and rated by such Rating Agency) and (unless an Insurer is then the Series Controlling Party relating to a Series of Notes) all Holders of Notes of such Series as their names and addresses appear on the Note Register, unless, in any such case, such Default shall have been cured or waived.

Section 6.3                                      Certain Rights of Indenture Trustee. Except as otherwise provided in Section 6.1:

(a)                                  the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document believed in good faith by it to be genuine and to have been signed or presented by the proper party or parties;

(b)                                 any request or direction of the Co-Issuers mentioned herein shall be sufficiently evidenced by an Company Request or Company Order, as the case may be;

(c)                                  whenever in the administration of this Base Indenture the Indenture Trustee shall (i) deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate or (ii) be required to determine the value of any Indenture Collateral or funds hereunder or the cash flows projected to be received therefrom, the Indenture Trustee may, in the absence of bad faith on its part, rely on reports of Independent, nationally recognized accountants, investment bankers or other Persons qualified to provide the information required to make such determination, including Independent, nationally recognized dealers in securities of the type being valued and securities quotation services;

(d)                                 as a condition to the taking or omitting of any action by it hereunder, the Indenture Trustee may consult with external counsel as to matters of law and the advice of such counsel or any Opinion of Counsel delivered by external counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance therein;

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(e)                                  the Indenture Trustee shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Base Indenture at the request or direction of any Insurer or any of the Holders pursuant to this Base Indenture, unless such Insurer or such Holders shall have offered to the Indenture Trustee reasonable security or indemnity against all costs, expenses and liabilities which might reasonably be incurred by it in compliance with such request or direction, it being understood and agreed by the Indenture Trustee that an indemnity by such Insurer (so long as there is no Insurer Event of Default relating to such Insurer) will be satisfactory to the Indenture Trustee if the form and substance of such indemnity is reasonably satisfactory to the Indenture Trustee;

(f)                                    the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents, but the Indenture Trustee, in its discretion, may and, upon the written direction of the Series Controlling Party of any Series of Notes, the Aggregate Controlling Party or any Rating Agency shall, make such further inquiry or investigation into such facts or matters as it may see fit or as it shall be directed, and, the Indenture Trustee shall be entitled, on reasonable prior notice to the Co-Issuers, to examine the books and records relating to the Notes and the Indenture Collateral, as applicable, and the premises of any of the Co-Issuers and the Servicer, personally or by agent or attorney during the Co-Issuers’ or the Servicer’s normal business hours; provided that the Indenture Trustee shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be required by law by any regulatory authority and (ii) except to the extent that the Indenture Trustee, in its sole judgment, may determine that such disclosure is consistent with its obligations hereunder;

(g)                                 the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys;

(h)                                 the Indenture Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably and, after the occurrence and during the continuation of an Event of Default, subject to Section 6.1(b), prudently believes to be authorized or within its rights or powers hereunder;

(i)                                     the Indenture Trustee shall not be responsible for the accuracy of the books or records of, or for any acts or omissions of, DTC, any Transfer Agent (other than the Indenture Trustee itself acting in that capacity), Clearstream, Euroclear, any Calculation Agent (other than the Indenture Trustee itself acting in that capacity) or any Paying Agent (other than the Indenture Trustee itself acting in that capacity); and

(j)                                     the Indenture Trustee shall not be liable for the actions or omissions of the Servicer, and, without limiting the foregoing, the Indenture Trustee shall not (except to the extent, if at all, otherwise expressly stated in this Base Indenture) be under any obligation to monitor, evaluate or verify compliance by the Servicer with the terms hereof or the Servicing Agreement.

Section 6.4                                      May Hold Notes. The Indenture Trustee, any Paying Agent, Note Registrar or any other agent of the Co-Issuers, in its individual or any other capacity, may

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become the owner or pledgee of Notes and may otherwise deal with the Co-Issuers or any of its Affiliates with the same rights it would have if it were not Indenture Trustee, Paying Agent, Note Registrar or such other agent.

Section 6.5                                      Money Held in Trust. Money held by the Indenture Trustee hereunder shall be held in trust to the extent required herein. The Indenture Trustee shall be under no liability for interest on any Money received by it hereunder except as otherwise agreed upon with the Co-Issuers and except to the extent of income or other gain on investments which are deposits in or certificates of deposit of the Indenture Trustee in its commercial capacity and income or other gain actually received by the Indenture Trustee on Eligible Investments.

Section 6.6                                      Compensation and Reimbursement.

(a)                                  The Co-Issuers agree, subject to Article X and Article XI:

(i)             to pay the fees of the Indenture Trustee on each Payment Date as compensation for all services rendered by it hereunder as set forth in the separate letter agreement between the Co-Issuers and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(ii)          except as otherwise expressly provided herein, to reimburse the Indenture Trustee (subject to any written agreement between the Co-Issuers and the Indenture Trustee) in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Base Indenture (including securities transaction charges to the extent not waived, and the reasonable compensation, expenses and disbursements of its agents and legal counsel, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct, fraud or bad faith);

(iii)       to indemnify the Indenture Trustee and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred in good faith without negligence, willful misconduct, fraud or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder; and

(iv)      to pay the Indenture Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 5.5.

(b)                                 The Co-Issuers may remit payment for such fees and expenses to the Indenture Trustee or, in the absence thereof, the Indenture Trustee may request that the Servicer from time to time deduct payment of the Indenture Trustee’s fees and expenses hereunder from Monies on deposit in the SPE Operating Expense Account in accordance with Articles X and XI.

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(c)                                  The Indenture Trustee hereby agrees not to institute against, or join any other Person in instituting against, any of the Securitization Entities any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under the Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership or other similar law of any jurisdiction now or hereafter in effect, for the non payment to the Indenture Trustee of any amounts provided by this Section 6.6 until at least one (1) year and one (1) day after the payment in full of all Notes issued under this Base Indenture or, if longer, the applicable preference period then in effect.

(d)                                 The Indenture Trustee agrees that the payment of all amounts to which it is entitled pursuant to subsections 6.6(a)(i), (a)(ii) and (a)(iii) shall be subject to Article XI and shall be payable only to the extent funds are available therefor in accordance with Article XI.

Fees shall be accrued on the actual number of days in the related Interest Accrual Period. The Indenture Trustee shall receive amounts pursuant to this Section 6.6 only to the extent that such payment is made in accordance with Article XI and the failure to pay such amounts to the Indenture Trustee shall not, by itself, constitute an Event of Default. Subject to Section 6.8, the Indenture Trustee shall continue to serve as Indenture Trustee under this Base Indenture notwithstanding the fact that the Indenture Trustee shall not have received amounts due it hereunder. No direction by the Series Controlling Party of any Series of Notes or the Aggregate Controlling Party shall affect the right of the Indenture Trustee to collect amounts owed to it under this Base Indenture.

If on any Payment Date when any amount shall be payable to the Indenture Trustee pursuant to this Base Indenture is not paid because there are insufficient funds available for the payment thereof in accordance with Articles X and XI, all or any portion of such amount not so paid shall be deferred and payable on any later Payment Date on which a fee shall be payable and sufficient funds are available therefor in accordance with Articles X and XI.

Section 6.7                                      Corporate Indenture Trustee Required; Eligibility. There shall at all times be a Indenture Trustee hereunder which shall be a bank, corporation 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 trust powers, having a combined capital and surplus of at least $200,000,000, subject to supervision or examination by federal or State authority, having a rating of at least “Baa1” by Moody’s and at least “BBB+” by S&P, and having an office within the United States. If such bank, corporation or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.7, the combined capital and surplus of such bank, corporation or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 6.7, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI.

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Section 6.8                                      Resignation and Removal; Appointment of Successor.

(a)                                  No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee under Section 6.9. The indemnification in favor of a resigning or removed Indenture Trustee in Section 6.6 hereof shall survive any resignation and removal (to the extent of any indemnified liabilities, costs, expenses and other amounts arising or incurred prior to, or arising out of actions or omissions occurring prior to, such resignation or removal).

(b)                                 The Indenture Trustee may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to the Co-Issuers, each Insurer, if any, each Class A-1 Administrative Agent, the Holders and the Rating Agencies. Upon receiving such notice of resignation, the Co-Issuers, with the consent of the Aggregate Controlling Party, shall promptly appoint a successor Indenture Trustee or Indenture Trustees by written instrument, in duplicate, executed by an Authorized Officer of the each of the Co-Issuers, one copy of which shall be delivered to the Indenture Trustee so resigning and one copy to the successor Indenture Trustee or Indenture Trustees, together with a copy to each Holder, each Insurer, if any, each Class A-1 Administrative Agent, and the Servicer. If no successor Indenture Trustee shall have been appointed and an instrument of acceptance by a successor Indenture Trustee shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of resignation, at the direction of the Aggregate Controlling Party the resigning Indenture Trustee, or on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(c)                                  Subject to Section 6.8(a) and 6.8(e), the Indenture Trustee may be removed at any time by the Aggregate Controlling Party by an Aggregate Controlling Party Order to such effect, delivered to the Indenture Trustee and to the Co-Issuers.

(d)                                 If at any time:

(i)             the Indenture Trustee shall cease to be eligible under Section 6.7 and shall fail to resign after written request therefor by the Co-Issuers or by the Aggregate Controlling Party; or

(ii)          the Indenture Trustee shall become incapable of acting; or

(iii)       a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary Proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator or sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property or ordering the winding up or liquidation of the Indenture Trustee’s

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affairs; provided that any such decree or order shall have continued unstayed and in effect for a period of sixty (60) consecutive days; or

(iv)      the Indenture Trustee commences a voluntary Proceeding under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator or sequestrator (or other similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property or makes any assignment for the benefit of its creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing;

then, in any such case (subject to Sections 6.8(a) and 6.8(e)), the Aggregate Controlling Party or the Co-Issuers (with the consent of the Series Controlling Party relating to each Series of Notes for as long as the Series Controlling Party for such Series of Notes is an Insurer) may by the Aggregate Controlling Party Order or Company Order (as applicable) (A) remove the Indenture Trustee, and the Indenture Trustee hereby agrees to resign immediately in the manner and with the effect provided in this Section 6.8, or (B) any Series Controlling Party may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(e)                                  If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any reason, the Co-Issuers with the consent of the Aggregate Controlling Party, by Company Order, shall promptly appoint a successor Indenture Trustee as provided herein. If the Co-Issuers shall fail to appoint a successor Indenture Trustee within thirty (30) days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Indenture Trustee may be appointed by Act of the Aggregate Controlling Party delivered to the Co-Issuers and the retiring Indenture Trustee. The successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede any successor Indenture Trustee proposed by the Co-Issuers. If no successor Indenture Trustee shall have been so appointed by the Co-Issuers or the Aggregate Controlling Party and shall have accepted appointment in the manner hereinafter provided, except as otherwise provided in this Base Indenture, any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(f)                                    The Co-Issuers shall give prompt notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Rating Agencies, each Insurer, if any, each Class A-1 Administrative Agent and the Holders of the Notes as their names and addresses appear in the Note Register. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office. If the Co-Issuers fail to mail such notice within ten (10) days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be given at the expense of the Co-Issuers.

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Section 6.9                                      Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder shall execute, acknowledge and deliver to the Co-Issuers, each Insurer, if any, and the retiring Indenture Trustee an instrument (in form and substance reasonably satisfactory to each Insurer, if any) accepting such appointment. Upon delivery of the required instruments, the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Indenture Trustee; but, on request of the Co-Issuers or the Series Controlling Party of any Series of Notes or the successor Indenture Trustee, such retiring Indenture Trustee shall, upon payment of its charges then unpaid, execute and deliver an instrument (in form and substance satisfactory to each Insurer, if any) transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee, and shall duly assign, transfer and deliver to such successor Indenture Trustee all property and Money held by such retiring Indenture Trustee hereunder, subject nevertheless to its Lien, if any, provided for in Section 6.6(b). Upon request of each Insurer, if any, or any such successor Indenture Trustee, the Co-Issuers shall execute any and all instruments (in form and substance satisfactory to such Insurers, if any, or successor Indenture Trustee) for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts.

For the avoidance of doubt and notwithstanding anything to the contrary herein, no successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor shall be qualified and eligible under this Article VI and a Rating Agency Notification has been provided and the Aggregate Controlling Party has consented with respect to such appointment.

Section 6.10                                Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee. Any corporation or entity into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation or entity resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation or entity succeeding to all or substantially all of the corporate trust business of the Indenture Trustee shall be the successor of the Indenture Trustee hereunder; provided such corporation or entity shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any of the Notes has been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Indenture Trustee had itself authenticated such Notes. The Indenture Trustee shall provide written notice to each Insurer, if any, relating to a Series of Notes, each Class A-1 Administrative Agent and the Co-Issuers of any such merger, conversion or consolidation.

Section 6.11                                Co-Indenture Trustees and Separate Indenture Trustee. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Indenture Collateral may at the time be located, the Co-Issuers and the Indenture Trustee upon notice to each Class A-1 Administrative Agent and with the consent of each Insurer, if any, that is a Series Controlling Party (such consent not to be unreasonably withheld, conditioned or delayed) shall have power to appoint a Co-Indenture Trustee (a “Co-Indenture

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Trustee”), jointly with the Indenture Trustee of all or any part of the Indenture Collateral, with the power to file such proofs of claim and take such other actions pursuant to Section 5.8 herein and to make such claims and enforce such rights of action on behalf of the Holders of the Notes, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.11.

The Co-Issuers shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a Co-Indenture Trustee. If the Co-Issuers do not join in such appointment within fifteen (15) days after the receipt by them of a request to do so, the Indenture Trustee shall have power to make such appointment.

Should any written instrument from the Co-Issuers be required by any Co-Indenture Trustee so appointed, more fully confirming to such Co-Indenture Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Co-Issuers. The Co-Issuers agree to pay in the case of a Co-Indenture Trustee to the extent that funds are available therefor under Section 11.1(r), for any reasonable fees and expenses in connection with such appointment.

Every Co-Indenture Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:

(a)                                  the Notes shall be authenticated and delivered solely by the Indenture Trustee and all rights, powers, duties and obligations hereunder in respect of the custody of securities and any Cash or other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised solely by the Indenture Trustee;

(b)                                 the rights, powers, duties and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by the appointment of a Co-Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee or by the Indenture Trustee and such Co-Indenture Trustee jointly in the case of the appointment of a Co-Indenture Trustee, as shall be provided in the instrument appointing such Co-Indenture Trustee;

(c)                                  no Co-Indenture Trustee hereunder shall be personally liable by reason of any act or omission of the Indenture Trustee hereunder;

(d)                                 the Indenture Trustee shall not be liable by reason of any act or omission of a Co-Indenture Trustee; and

(e)                                  any Act of Holders delivered to the Indenture Trustee shall be deemed to have been delivered to each Co-Indenture Trustee, and the Indenture Trustee shall mail a copy thereof to each Co-Indenture Trustee.

Section 6.12                                Fiduciary for Holders Only; Agent for Other Secured Parties. With respect to the security interests created hereunder, the pledge of any item of Indenture Collateral to the Indenture Trustee is to the Indenture Trustee for its own benefit, as

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representative of the Holders of the Notes and as agent for the other Secured Parties. In furtherance of the foregoing, the possession by the Indenture Trustee of any item of Indenture Collateral are all undertaken by the Indenture Trustee in its capacity as representative of the Holders of the Notes and agent for the other Secured Parties.

Section 6.13                                Withholding. If any amount is required to be deducted or withheld from any payment to any Holder of Notes, such tax shall reduce the amount otherwise distributable to such Holder of Notes and such reduction will not be covered by any Insurer in connection with any withholding. The Indenture Trustee is hereby authorized to withhold or deduct from amounts otherwise distributable to any Holder of Notes sufficient funds for the payment of any tax that is legally required to be withheld or deducted (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and legally withholding payment of such tax, pending the outcome of such Proceedings). The amount of any withholding tax imposed with respect to any Holder of Notes shall be treated as Cash distributed to such Holder of Notes, as applicable, at the time it is deducted or withheld by the Co-Issuers or the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 6.13. If any Holder of Notes wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Holder of Notes in making such claim so long as such Holder of Notes agrees to reimburse the Indenture Trustee for any reasonable out-of-pocket expenses incurred. Nothing herein shall impose an obligation on the part of the Indenture Trustee to determine the amount of any tax or withholding obligation on the part of the Co-Issuers or in respect of the Notes.

Section 6.14                                Authenticating Agents. Upon the request of the Co-Issuers, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Article II, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Base Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Notes by the Indenture Trustee.

Any corporation or entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or entity succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any documents (except as required by law) or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation or entity. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Co-Issuers. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Co-Issuers. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Co-Issuers.

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The Indenture Trustee agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto and the Indenture Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.6 and Article XI. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent.

ARTICLE VII

REPRESENTATIONS AND COVENANTS

Section 7.1                                      Payment of Principal and Interest. Each Co-Issuer shall pay or cause to be paid the principal of, and premium, if any, and interest 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 Class A-1 Note Purchase Agreement or any other Transaction Document, amounts properly withheld under the Code 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.

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 any 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 7.2                                      Maintenance of Office or Agency. The Co-Issuers hereby appoint the Indenture Trustee as a Paying Agent for the payment of principal of and interest on the Notes, and as the Co-Issuers’ agent where notices and demands to or upon the Co-Issuers in respect of the Notes or this Base Indenture may be served and where Notes may be surrendered for registration of transfer or exchange.

The Co-Issuers may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided that the Co-Issuers shall maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Co-Issuers in respect of the Notes and this Base Indenture may be served and, subject to any laws or regulations applicable thereto, an office or agency outside of the United States where Notes may be presented and surrendered for payment; provided, further, that no paying agent shall be appointed in a jurisdiction outside of the United States which subjects payments on the Notes to withholding tax. The Co-Issuers shall at all times maintain a duplicate copy of the Note Register with respect to the Notes in the city in which the Corporate Trust Office is located. The Co-Issuers shall give prompt written

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notice to the Indenture Trustee, each Insurer, if any, the Rating Agencies and the Holders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency.

If at any time the Co-Issuers shall fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside the United States, or shall fail to furnish the Indenture Trustee and each Insurer, if any, with the address thereof, presentations and surrenders may be made (subject to the limitations described in the preceding paragraph) at and notices and demands may be served on the Co-Issuers, and Notes may be presented and surrendered for payment to the appropriate Paying Agent at its main office and the Co-Issuers hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands.

Section 7.3                                      Money for Security Payments to Be Held in Trust. All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Indenture Trust Accounts pursuant to this Base Indenture shall be made on behalf of the Co-Issuers by the Indenture Trustee (from and to the extent of available funds in such accounts as specified in this Base Indenture and subject to Article XI).

Section 7.4                                      Existence of the Co-Issuers; Independent Managers; Existence of Master Issuer. Each of the Co-Issuers shall maintain in full force and effect its existence and rights as a limited liability company or corporation validly existing, and in good standing under the laws of its state of organization and shall obtain and preserve its qualification to do business as a foreign limited liability company or corporation in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Base Indenture or the Notes or to avoid any Material Adverse Effect. The Master Issuer shall be owned or controlled, directly or indirectly, by Applebee’s Holdings at all times.

Each of the Co-Issuers shall ensure that all limited liability company, corporate or other formalities regarding its existence (including holding regular board meetings, or other similar meetings) are followed. None of the Co-Issuers shall take any action or conduct its affairs nor cause any of the other Securitization Entities to take any action or conduct its affairs in a manner that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding.

At all times the managers or directors, as the case may be, of each of the Securitization Entities shall include at least two (2) Independent Managers or Independent Directors, as the case may be.

Section 7.5                                      Protection of Indenture Collateral; Performance of Obligations.

(a)                                  Other than with respect to the Company-Owned Real Property prior to the occurrence of any Trigger Event and as otherwise permitted under the Servicing Agreement with respect to Account Control Agreements for certain depository banks receiving cash funds from Company-Owned Restaurants, the Co-Issuers shall from time to time authorize and deliver all such supplements and amendments hereto and all such Financing Statements,

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continuation statements, instruments of further assurance and other instruments, and shall take such other reasonable action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to:

(i)             Grant more effectively all or any portion of the Indenture Collateral;

(ii)          maintain or preserve the Lien (and the priority thereof) of this Base Indenture or to carry out more effectively the purposes hereof and to maintain and preserve the status of the Indenture Collateral as being free of Liens except from the Lien created hereby and Permitted Liens;

(iii)       perfect, publish notice of or protect the validity of any Grant made or to be made by this Base Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations);

(iv)      enforce any of the instruments or property included in the Indenture Collateral;

(v)         preserve and defend title to the Indenture Collateral and the rights of the Secured Parties in the Indenture Collateral against the claims of all Persons; and

(vi)      (x) pay or cause to be paid any and all taxes levied or assessed upon any of the Co-Issuers or in respect of all or any part of the Indenture Collateral and timely file all tax returns and information statements as required and to provide each beneficial owner of Notes any information that the beneficial owner reasonably requests in order for the beneficial owner to comply with its Federal, state or local tax and information returns and reporting obligations and (y) if required to prevent the withholding or imposition of United States income tax, deliver or cause to be delivered a United States Internal Revenue Service Form W-9 or successor applicable form, to each other Co-Issuer, counterparty or paying agent with respect to (as applicable) any item included in the Indenture Collateral at the time such item included in the Indenture Collateral is purchased or entered into and thereafter prior to the expiration or obsolescence of such form.

The Co-Issuers shall file (or cause to be filed) any Financing Statement, continuation statement or other instrument required pursuant to this Section 7.5 as are necessary to maintain perfection of the Indenture Collateral perfected by the filing of Financing Statements. The Indenture Trustee agrees that it shall from time to time, at the direction of the Aggregate Controlling Party or the Co-Issuers, execute and cause to be filed Financing Statements and continuation statements.

The Co-Issuers hereby agree to file (or cause to be filed) any Financing Statements or continuation statements, and amendments to Financing Statements, in any jurisdictions and with any filing offices as the Indenture Trustee or the Aggregate Controlling

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Party may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Indenture Trustee in connection herewith. Such Financing Statements may describe the Indenture Collateral in the same manner as described in the Granting Clause of this Base Indenture or may contain an indication or description of Indenture Collateral that describes such property in any other manner as the Indenture Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Indenture Collateral granted to the Indenture Trustee in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property,” “whether now owned or existing, or hereafter acquired or arising.”

(b)                                 The Indenture Trustee shall not, except for payments, deliveries and distributions otherwise expressly permitted or required under this Base Indenture, remove any portion of the Indenture Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date the most recent Opinion of Counsel was delivered pursuant to Section 7.6 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(b), if no Opinion of Counsel has yet been delivered pursuant to Section 7.6 hereof) or (B) from the possession of the Person who held it on such date.

(c)                                  The Co-Issuers shall pay or cause to be paid taxes, if any, levied on account of the beneficial ownership by the Co-Issuers of any of the Indenture Collateral.

Section 7.6                                      Opinions as to Indenture Collateral. On or before September 30 of each year, commencing in calendar year 2009, at the cost of the Co-Issuers, and at such other times, upon request of any Series Controlling Party at such requesting party’s cost (unless an Event of Default has occurred in which case the Co-Issuers shall bear the cost), the Co-Issuers shall cause to be furnished to the Indenture Trustee and each Insurer, if any, an Opinion of Counsel stating that, in the opinion of such counsel, as of the date of such opinion, the Lien and security interest created by this Base Indenture with respect to the Indenture Collateral remains in effect, that no further action (other than any action specified in such Opinion of Counsel) needs to be taken for the continued effectiveness and perfected status of such Lien during the next twelve months and confirming the matters set forth in the Opinion of Counsel, furnished pursuant to Section 3.1(b), with regard to the perfection and priority of such security interest (and such Opinion of Counsel may likewise be subject to qualifications and assumptions similar to those set forth in the opinion delivered pursuant to Section 3.1(b)); provided, that this Section 7.6 shall not apply to any Company-Owned Real Property prior to the occurrence of a Trigger Event.

Section 7.7                                      Payment and Performance of Obligations.

(a)                                  None of the Co-Issuers shall take any action, and each of the Co-Issuers shall use its reasonable efforts not to permit any action to be taken by others, that would release any Person from any of such Person’s covenants or obligations under any instrument included in the Indenture Collateral.

(b)                                 The Co-Issuers will, and will cause the other Securitization Entities to, pay and discharge and fully perform, at or before maturity, all of their respective material

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obligations and liabilities, including, without limitation, Tax liabilities and other governmental claims levied or imposed upon the Securitization Entities or upon the income, properties or operations of any Securitization Entity, judgments, settlement agreements and all obligations of each Securitization Entity under the Transaction Documents, 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 Guarantors under the Guarantee and Collateral Agreements regarding the protection of the Indenture 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.

(c)                                  The Co-Issuers may, with the prior written consent of each Insurer, if any, and, where an Insurer is not the Series Controlling Party as to a Series of Notes, if a Rating Agency Notification is provided with respect to such Series (except in the case of the Servicing Agreement as initially executed for which no consent is required), contract with other Persons, including the Servicer, for the performance of actions and obligations to be performed by any of the Co-Issuers hereunder by such Persons and the performance of the actions and other obligations with respect to the Indenture Collateral of the nature set forth in the Servicing Agreement by the Servicer. Notwithstanding any such arrangement, the Co-Issuers shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations by such Persons shall be deemed to be performance of such actions and obligations by the Co-Issuers; and each of the Co-Issuers shall punctually perform, and use its commercially reasonable efforts to cause the Servicer or such other Person to perform, all of their obligations and agreements contained in the Servicing Agreement or such other agreement.

Section 7.8                                      Negative Covenants.

(a)                                  None of the Co-Issuers shall, or cause any Securitization Entity (or permit any Securitization Entity) to (as applicable):

(i)             sell, transfer, assign, participate, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (by security interest, Lien (statutory or otherwise), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise) (or permit such to occur or suffer such to exist), any part of the Indenture Collateral, except for Permitted Liens or as expressly permitted by this Base Indenture and the other Transaction Documents;

(ii)          claim any credit on, or make any deduction from, or dispute the enforceability of, the payment of the principal or interest payable in respect of the Notes (other than amounts required to be paid, deducted or withheld in accordance with the Code or any other applicable laws) or assert any claim against any present or future Holder by reason of the payment of any taxes levied or assessed upon any part of the Indenture Collateral;

(iii)       except as may be expressly permitted hereby or by the other Transaction Documents, (A) permit the validity or effectiveness of this Base Indenture or any Grant hereunder to be impaired, or permit the Lien of this

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Base Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to this Base Indenture or the Notes, (B) except for the Lien of this Base Indenture, Permitted Liens or as otherwise permitted under this Base Indenture, permit any Lien (including, without limitation, any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise (other than the Lien of this Base Indenture)) to be created on or extend to or otherwise arise upon or burden the Indenture Collateral or any part thereof, any interest therein or the proceeds thereof, or (C) subject to the perfection exceptions referred to herein, take any action that would permit the Lien of this Base Indenture not to constitute a valid, first-priority perfected security interest in the Indenture Collateral, subject to Permitted Liens and other than as permitted hereunder;

(iv)      become liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of any Franchisee under any lease, except in the case of any assigned or sublet Company Lease, Sale/Leaseback Lease or Franchisee Sub-lease;

(v)         remove the legend from any Notes without an Opinion of Counsel that such action will not result in a violation under either the Securities Act or the Investment Company Act;

(vi)      enter into any transaction with any Affiliate other than the transactions contemplated by the Transaction Documents on terms less favorable than those obtainable in an arm’s-length transaction with a wholly unaffiliated Person;

(vii)   maintain, accept transfer of, or otherwise obtain any bank account other than those pledged pursuant to this Base Indenture or the applicable Guaranty and Collateral Agreement, including the Indenture Trust Accounts (other than a bank account to be maintained by the Franchise Holder);

(viii) conduct business under any other name or change its name or jurisdiction of organization without first delivering to the Indenture Trustee, each Insurer, if any, and the Rating Agencies notice thereof and an Opinion of Counsel that such activity or such change in name or jurisdiction will not adversely affect the Lien or the interest hereunder of the Secured Parties and, to the extent such name does not incorporate the Applebee’s Brand, obtaining the consent of the Aggregate Controlling Party; provided, that the foregoing shall not restrict the Restaurant Holders from operating restaurants under the Applebee’s Brand;

(ix)        declare or pay any dividends or distributions on any of its limited liability company interests or shares of stock, as the case may be; provided, however, that so long as no Partial Amortization Event, Rapid Amortization Event, Potential Rapid Amortization Event, Default or Event of

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Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, each of the Co-Issuers and any Securitization Entity may, each in their sole discretion, declare and pay any dividends or distributions, including, without limitation, from the net proceeds received from the offering and sale of any Series of Notes, to the extent permitted under the applicable laws of the relevant entity’s state of organization and its Operating Agreement. Without limiting Section 7.8(a)(xiv), no Co-Issuer will, or will permit any other Securitization Entity to, pay any wages or salaries or other compensation to its officers, directors or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Manager or director, as the case may be. Except as provided for in the Indenture and the other Transaction Documents, no Co-Issuer will, or will permit any other Securitization Entity 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 Aggregate Controlling Party. The Master Issuer will not, nor will it permit any Subsidiary to, issue any Equity Interest other than the Equity Interests in existence on the Closing Date, and any minority equity interest issued by a Liquor License Holder, unless, in each case, such actions are taken as are required, in the sole discretion of the Indenture Trustee, to ensure the Grant to the Indenture Trustee and the perfection of a first priority perfected security interest in such Equity Interest;

(x)           have any Subsidiaries other than the Subsidiaries in existence on the Closing Date except with the consent of the Aggregate Controlling Party;

(xi)        make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than (a) investments in Eligible Investment held in any of the Indenture Trust Accounts, the Concentration Account and the Servicing Accounts, (b) any loans or advances to Franchisees made in the ordinary course of business in accordance with the Servicing Standard, (c) in the case of the Master Issuer, ownership of the equity of the Co-Issuers, the Liquor License Holders and the Franchise Holder, (d) in the case of Applebee’s Holdings, ownership of the equity of the Master Issuer, (e) in the case of the Franchise Holder, investments in Eligible Investments held in an account subject to an Account Control Agreement and intercompany loans to the Master Issuer, in each case, limited to the proceeds of any capital contribution to the Franchise Holder to maintain a certain minimum net worth or (f) as contemplated under this Base Indenture.

(xii)     consolidate or merge with or into any Person, convey or transfer all or substantially all of its assets to any Person, terminate its existence, dissolve or liquidate in whole or in part, except as expressly permitted hereunder;

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(xiii) lend any of the Indenture Collateral to any securities lending counterparty (including, without limitation, any bank, insurance company, broker-dealer or other financial institution) pursuant to any securities lending agreement or enter into any other similar securities lending transaction;

(xiv) hire or have any employees (other than any Restaurant Holder required to have employees to comply with applicable law relating to the sale of alcoholic beverages);

(xv)    except for Permitted Liens, sell, transfer, exchange or otherwise grant any rights in or dispose of its assets other than Excluded Property or Excepted Property or the payment of distributions to its member to the extent permitted under this Base Indenture; provided, that Co-Issuers may, and will permit the Securitization Entities to, (a) dispose of obsolete property and IP Assets that are no longer in use or, in the reasonable business judgment of Co-Issuers, not otherwise commercially reasonable to maintain, and may Grant licenses and sublicenses of IP Assets in accordance with the Transaction Documents and (b) make such Asset Disposition or other disposition of property pursuant to Section 7.8(a)(xxiii);

(xvi)  without the consent of each Series Controlling Party that is an Insurer (or each Insurer, if any, if required under the Series Supplement or otherwise applicable to the provision in question), or where any Series Controlling Party is not an Insurer, without satisfaction of the Rating Agency Condition, amend, supplement or otherwise modify any of the Transaction Documents or waive any breach or proposed breach of any provision of the Transaction Documents or give any consent thereunder;

(xvii)  terminate the appointment of the Servicer other than in accordance with the Servicing Agreement;

(xviii)  take any action or fail to take any action, if such action or failure to take action could reasonably be expected to interfere in any material respect with the enforcement of any rights of any Insurer or the Indenture Trustee under the agreements or instruments relating to any of the Indenture Collateral, except to the extent such action or failure to act is otherwise permitted by the Indenture or the other Transaction Documents;

(xix)  (A) fail to pay any assessment, including any tax assessment, charge or fee with respect to the Trust Estate in excess of $1,000,000 in the aggregate at any one time outstanding and the Co-Issuers shall not have remedied such failure to pay within 30 days of the knowledge of an Authorized Officer of any of the Co-Issuers of such failure, or (B) fail to defend any action known to a Authorized Officer of any of the Co-Issuers, if, in any such case, such failure to pay or defend may adversely affect the priority or enforceability of the Lien over the Indenture Collateral created by this Base Indenture or materially reduce the amount of the Indenture Collateral or otherwise would be reasonably

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likely to have a Material Adverse Effect; provided that the Co-Issuers shall not be required to (1) pay any assessment, including any tax assessment, charge or fee with respect to the Indenture Collateral if the same is being contested in good faith, by appropriate proceedings diligently pursued, so long as appropriate reserves are maintained and so long as such nonpayment will not, under applicable law, entitle any Person to place a Lien on or result in the forfeiture of the Indenture Collateral or any material portion thereof or (2) defend an action or actions known to an Authorized Officer of any of the Co-Issuers solely for civil damages not in excess of an aggregate amount of $1,000,000, as confirmed in writing by external counsel;

(xx)      amend or agree to amend the Servicing Agreement to increase the fees payable to the Servicer thereunder unless (i) the Rating Agency Condition is satisfied and (ii) each Insurer (if any such Insurer is then a Series Controlling Party), if applicable, consents thereto;

(xxi)  establish or maintain or contribute to any Plan that is covered by Title IV of ERISA (other than in the case of any Restaurant Holder that is required to have employees to comply with applicable law relating to the sale of alcoholic beverages);

(xxii)  without the consent of the Aggregate Controlling Party, issue any Senior Notes that would cause the Aggregate Outstanding Principal Amount of all Senior Notes (including the undrawn amount of any variable funding Series of Notes) with floating interest rates to be greater than the least of the Unhedged Floating Rate Note Principal Limits applicable with respect to any Outstanding Series of Senior Notes;

(xxiii)  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), including any Equity Interests of any other Securitization Entity, except in the case of the following or as otherwise permitted in any Transaction Document:

(1)  any Refranchising Asset Disposition or Non-Refranchising Asset Disposition (each, an “Asset Disposition”); provided that:

(A)      (i) no Event of Default or Rapid Amortization Event has occurred and is continuing or, (ii) if an Event of Default or Rapid Amortization Event has occurred and is continuing, the Aggregate Controlling Party has consented thereto;

(B)        the cash proceeds from the Asset Dispositions will be deposited to the Capital Expenditure Reserve Account, in accordance with Section 10.2(h) below, pending a determination whether an amount equal to the related Asset Disposition Prepayment Amount is required to be deposited to the

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Collection Account for application to prepay principal of the Notes in accordance with Articles X and XI;

(2)                                  any Obsolete Property Disposition; provided, that all proceeds arising from such disposition shall be treated as Collections with respect to the Monthly Collection Period in which such amounts are received; and

(3)                                  any other sale, lease, license, transfer or other disposition of property to which the Aggregate Controlling Party has given the Master Issuer prior written consent and which is not otherwise expressly permitted by the Indenture or other Transaction Documents; provided that all proceeds arising from such sale, lease, license, transfer or other disposition are deposited in accordance with the instructions provided by the Aggregate Controlling Party in the document providing such prior written consent and that if such document does not contain deposit instructions, then such proceeds shall be deposited into the Concentration Account; provided further, that the Master Issuer shall deliver a copy of such prior written consent to the Rating Agencies;

(xxiv)  take or omit to take any action with respect to the maintenance, enforcement and defense of the IP Holder’s rights in and to the IP Assets that would constitute a breach by the Servicer of the Servicing Agreement if such action were taken or omitted by the Servicer on behalf of any Securitization Entity;

(xxv)  permit any Liquor License Holder to engage in any business or activity, which would not be permitted to be taken by any Securitization Entity under this Section 7.8 or Section 7.9 or 7.13(p); and

(xxvi)  take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth above in this Section 7.8.

(b)                                 None of the Co-Issuers or the Indenture Trustee shall sell, transfer, exchange or otherwise dispose of Indenture Collateral, or enter into or engage in any business with respect to any part of the Indenture Collateral, except as expressly permitted by this Base Indenture and the Servicing Agreement.

(c)                                  The proceeds of the Notes will not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof) in such a way that could cause the transactions contemplated by the Transaction 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. No Securitization Entity owns or is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 7.9                                      No Other Business. The Co-Issuers shall not, and will not permit any other Securitization Entity to, engage in any business or activity other than issuing and selling the Notes pursuant to this Base Indenture and any supplements thereto, entering into any

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Series Hedge Agreements, acting as franchisor of the Applebee’s Restaurants, the Other U.S. Franchise Business and the Other U.S. Products and Services and sublicensor of the IP Assets  (with respect to the Master Issuer and the Franchise Holder) or acting as licensor of the IP Assets (with respect to the IP Holder), entering into the Transaction Documents and acquiring, owning, holding, enforcing, pledging and disposing of, solely for their own respective accounts, the Indenture Collateral in connection with the Notes in accordance with the Transaction Documents, and such other activities which are contemplated under the Transaction Documents or otherwise necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. To the extent not precluded by the laws of the applicable state of organization, none of the Co-Issuers shall amend its certificate of formation or limited liability company agreement, or certificate of incorporation or by-laws, in any such case, without providing a Rating Agency Notification and obtaining consent of the Aggregate Controlling Party.

Section 7.10                                Calculation Agent.

(a)                                  The Co-Issuers hereby agree that for so long as any of the Notes remain Outstanding there will at all times be an agent appointed to calculate LIBOR or any other specified interest rate (including the “swap rate” for any applicable term) in respect of each Interest Accrual Period (or other applicable period) in accordance with the terms of each Supplemental Indenture relating to any Notes that remain Outstanding (the “Calculation Agent”). The Co-Issuers hereby appoint the Indenture Trustee as Calculation Agent for purposes of determining LIBOR or any other specified interest rate (including the “swap rate” for any applicable term) for each Interest Accrual Period (or other applicable period) and the Indenture Trustee hereby accepts such appointment.

(b)                                 The Calculation Agent may be removed by the Co-Issuers at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Co-Issuers, the Co-Issuers shall promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Dollar deposits in the international Dollar market and which is not an Affiliate of any of the Co-Issuers. The Calculation Agent shall not resign its duties without a successor having been duly appointed.

(c)                                  The Calculation Agent shall be required to agree (and the Indenture Trustee, in its capacity as Calculation Agent, does hereby agree) that, as soon as practicable after 11:00 a.m. (London time) on each Rate Determination Date, but in no event later than 11:00 a.m. (New York time) on the Business Day immediately following each Rate Determination Date, the Calculation Agent shall calculate the Series Interest Rate relating to each Series of Notes for the next Interest Accrual Period and the Series Interest Payment Amount relating to each Series of Notes, each as applicable (in each case rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date, and shall communicate such rates and amounts to the Co-Issuers, the Indenture Trustee, the Insurers, if any, each Paying Agent and, if any Series of Notes is in the form of a Regulation S Global Note, DTC, Euroclear and Clearstream. The Calculation Agent shall also specify to the Co-Issuers and to each Insurer, if any, the quotations upon which each Series Interest Rate is based, and in any event the Calculation Agent shall notify the Co-Issuers before 5:00 p.m. (New York time) on each Rate Determination Date if it has not determined the Series Interest Rate, the Series Interest Payment Amount, together with

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its reasons therefor. The determination of the Series Interest Rate and the Series Interest Payment Amount, as applicable, by the Calculation Agent shall, absent manifest error, be final and binding on all parties.

Section 7.11                                Indebtedness. None of the Co-Issuers shall incur, nor cause nor permit any of the Securitization Entities to incur or have outstanding any Debt, or assume or guarantee any Debt (excluding incurring or having outstanding any indebtedness arising from any tax liabilities) of any Person other than pursuant to this Base Indenture, the Notes (issued pursuant to Section 2.3) or the other Transaction Documents, except as set forth on Schedule 7.12(u); provided, that (i) the Franchise Holder may make loans to the other Securitization Entities in connection with maintaining a minimum net worth, and (ii) any Securitization Entity may guarantee the obligations of a Restaurant Holder and/or a new Franchisee under a lease in connection with any sale/leaseback transactions between a Restaurant Holder and a third party and any assigned lease in respect of a new Franchisee; provided, further, in the case of the foregoing clause (ii), that such guarantee and any related documentation will be in form and substance acceptable to the Aggregate Controlling Party (such acceptance not to be unreasonably withheld or delayed).

Section 7.12                                Representations and Warranties. Each of the Co-Issuers hereby represents, warrants and agrees as of the date hereof and each date of issuance of any Additional Notes as follows:

(a)                                  each of the Securitization Entities and the Liquor License Holders is a limited liability company or corporation, as the case may be, duly formed and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to own its properties, hold a liquor license, if applicable, and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Base Indenture and any other document or instrument (including the Notes) delivered by the issuer pursuant hereto or in connection herewith and is duly qualified to do business and is in good standing, in all jurisdictions necessary for the conduct of such business except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Applebee’s Restaurants owned by the Restaurant Holders have the ability to serve alcohol;

(b)                                 the execution and delivery of, and the performance of its obligations under, this Base Indenture and each Transaction Document to which any of the Securitization Entities is a party and the consummation of the transactions provided for in this Base Indenture and each Transaction Document to which any of the Securitization Entities is a party have been duly authorized by all necessary action and authorized officers of such Securitization Entity;

(c)                                  the execution and delivery of, and the performance of its obligations under, this Base Indenture and each Transaction Document to which any of the Securitization Entities is a party, the consummation of the transactions contemplated by this Base Indenture and each Transaction Document to which any of the Securitization Entities is a party, and the fulfillment of the terms hereof and thereof applicable to any of the Securitization Entities, will (A) not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, (x) the organizational documents of any

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of the Securitization Entities, (y) any indenture, contract, agreement, mortgage, deed of trust or other instrument to which any of the Securitization Entities is a party or by which either it or its assets is bound or (z) any law, order, rule, regulation, judgment or decree of any Governmental Authority having jurisdiction over any of the Co-Issuers and (B) not result in or require the creation of any Lien on any of the properties of any of the Securitization Entities, except for Liens created or permitted under this Base Indenture;

(d)                                 there are no Proceedings or investigations pending or, to the knowledge of the Co-Issuers, threatened against any of the Securitization Entities or to which its properties are subject, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality, (A) questioning the validity of this Base Indenture or any Transaction Documents to which any of the Securitization Entities is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Base Indenture or any Transaction Documents to which any of the Securitization Entities is a party, (C) seeking any determination or ruling that would, individually or in the aggregate, materially and adversely affect the performance by any of the Securitization Entities of its obligations under this Base Indenture or any Transaction Documents to which any of the Securitization Entities is a party, except as set forth on Schedule 7.12(d), (D) seeking any determination or ruling that would, individually or in the aggregate, materially and adversely affect the validity or enforcement of this Base Indenture or any Transaction Documents to which any of the Securitization Entities is a party or (E) that is reasonably likely to result in a Material Adverse Effect;

(e)                                  except for (i) filings of Financing Statements, (ii) recordation of the IP Lien Filings with respect to the IP Assets owned as of the Closing Date and those subsequently acquired by the IP Holder, and (iii) recordings of any mortgages, all authorizations, consents, orders and approvals of, notices to filings and recordings and registrations, by any of the Securitization Entities with any court or other governmental authority and all other governmental actions necessary to be taken by any of the Securitization Entities in connection with the execution and delivery of, and the performance of its obligations under, this Base Indenture and any Transaction Documents to which any of the Securitization Entities is a party and the consummation of the transactions contemplated by this Base Indenture and any Transaction Documents to which any of the Securitization Entities is a party have been obtained, made or taken, as the case may be, and are in full force and effect;

(f)                                    each of this Base Indenture and each Transaction Document to which any of the Securitization Entities is a party constitutes a legal, valid and binding obligation of each of the Securitization Entities (as applicable) enforceable against each of the Securitization Entities (as applicable) in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law;

(g)                                 the Co-Issuers (considered collectively) own, or are licensed to use, all of the Indenture Collateral, and there are no Liens with respect to, no Liens upon, or any

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restrictions on the transferability of, the Indenture Collateral other than Permitted Liens and as otherwise provided in this Base Indenture;

(h)                                 99% of the issued and outstanding limited liability company interests of Applebee’s Holdings are owned by ▇▇▇▇▇▇▇▇’▇ International and 1% of the issued and outstanding limited liability company interests of Applebee’s Holdings are owned by Applebee’s Holdings II Corp., all of which limited liability company interests have been validly issued and are owned of record by ▇▇▇▇▇▇▇▇’▇ International and Applebee’s Holdings II Corp., free and clear of all Liens other than Permitted Liens;

(i)                                     all of the issued and outstanding limited liability company interests of the Master Issuer are owned by Applebee’s Holdings, all of which limited liability company interests have been validly issued and are owned of record by Applebee’s Holdings, free and clear of all Liens other than Permitted Liens;

(j)                                     all of the issued and outstanding limited liability company interests or shares of stock, as the case may be, of the Franchise Holder, the IP Holder, and each of the Restaurant Holders and a majority of the issued and outstanding limited liability company interests or shares of stock, as the case may be, of each of the Liquor License Holders, are owned by the Master Issuer, except in the case of the Liquor License Holders, a nonvoting minority interest is owned by an individual to comply with applicable law, all of which limited liability company interests or shares of stock, as the case may be, have been validly issued and are owned of record by the Master Issuer, free and clear of all Liens other than Permitted Liens;

(k)                                  the Co-Issuers are not required in connection with the sale of the Notes to register or qualify the Notes under the Securities Act or, any applicable United States state securities law;

(l)                                     none of the Securitization Entities has registered, or is required to register, as an “investment company” under the Investment Company Act or is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act;

(m)                               the Co-Issuers are not required in connection with the sale of the Notes to qualify this Base Indenture under the United States Trust Indenture Act of 1939, as amended;

(n)                                 the Notes satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act;

(o)                                 the Notes shall be “debt securities” within the meaning of Rule 902 of the Securities Act;

(p)                                 no Default has occurred and is continuing;

(q)                                 none of the Securitization Entities is (i) in violation of its organizational documents; (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement to which it is a party or by which it

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may be bound, except where such default is not reasonably likely to have a Material Adverse Effect; or (iii) in violation of any law, order, rule, regulation, writ, injunction, judgment or decree of any Governmental Authority having jurisdiction over it or over its properties, except where such violation is not reasonably likely to have a Material Adverse Effect;

(r)                                    none of the Securitization Entities has established or maintains any Plan covered by Title IV of ERISA (other than any Restaurant Holder that may be required to have employees to comply with applicable law relating to the sale of alcoholic beverages);

(s)                                  both before and immediately after giving effect to the transactions contemplated by this Base Indenture and the other Transaction Documents, each Securitization Entity is solvent within the meaning of the Bankruptcy Code and any applicable state law and no such entity is 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 such entity;

(t)                                    no payments to be made to the Co-Issuers under any of the Existing Franchise Assets will be subject to any value-added tax or other similar tax;

(u)                                 none of the Co-Issuers or the other Securitization Entities has or will have (i) any employees (other than any Restaurant Holder that may be required to have employees to comply with applicable law relating to the sale of alcoholic beverages), (ii) any outstanding indebtedness for borrowed money (to the extent that this representation is deemed made after the Closing Date) other than the Notes and the obligations of the Master Issuer under any intercompany loan from the Franchise Holder except as set forth on Schedule 7.12(u), (iii) material liabilities except where such liabilities are expressly permitted by the Transaction Documents or (iv) entered into any material agreements other than as expressly contemplated or permitted under the Transaction Documents;

(v)                                 the Securitization Entities will have acquired on the Closing Date the insurance coverage described on Schedule 7.12(v) hereto, in such amounts and covering such risks as are adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. 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. All policies of insurance of the Securitization Entities are in full force and effect and the Securitization Entities are in compliance with the terms of such policies in all material respects;

(w)                               the IP Holder, the Master Issuer and the Franchise Holder, through ownership of the IP Assets or license to use the IP Assets, respectively, own and/or have the right to use all Intellectual Property necessary to operate the Applebee’s System within the United States substantially in the manner as conducted by ▇▇▇▇▇▇▇▇’▇ International immediately prior to the Closing Date;

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(x)                                   except as set forth on Schedule 7.12(x) hereto, all of the Trademark, Copyright and Patent registrations and applications  owned by IP Holder in the United States are subsisting, unexpired, have not been abandoned in any applicable jurisdiction and are, to the Co-Issuers’ knowledge, valid and enforceable;

(y)                                 (i) the use of the Initial IP Assets in the manner in which they are currently used, and the operation of the Applebee’s System in the manner in which it is currently operated, does not infringe, dilute, misappropriate or otherwise violate the rights of any third party in a manner that could reasonably be expected to have a Material Adverse Effect, and, except as set forth on Schedule 7.12(y) hereto, there are no such claims pending, or to the Co-Issuers’ knowledge, threatened, against any of the Co-Issuers that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) to the Co-Issuers’ knowledge, no Initial IP Assets are being infringed, diluted, misappropriated or otherwise violated by any third party in a manner that could reasonably be expected to have a Material Adverse Effect; (iii) except as set forth on Schedule 7.12(y), there is no action or proceeding pending or threatened, by the Co-Issuers alleging the infringement, dilution, misappropriation or other violation of any Initial IP Assets in which an adverse determination in connection therewith could , individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iv) except as set forth in Schedule 7.12(y) hereto, no action or proceeding is pending or, to the Co-Issuers’ knowledge, threatened, against any of the Co-Issuers that seeks to limit, cancel or question the validity of any Initial IP Asset (including, without limitation, the right to proceeds therefrom and the right to bring an action at law or in equity for any infringement, dilution or violation of such Initial IP Asset and to collect all damages, settlements and proceeds relating to such Initial IP Asset), or the Co-Issuers’ rights or interests therein, or use thereof which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(z)                                   each Securitization Entity has filed, or caused to be filed, all Federal, state, local and foreign 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 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 Closing Date, except as set forth on Schedule 7.12(z), no Co-Issuer is aware of any proposed Tax assessments against any Securitization Entity. Except as would not reasonably be expected to have a Material Adverse Effect, no tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any tax deficiencies. 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 state and each Foreign Country 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;

(aa)                            no events have occurred, and no actions have been taken, at any time prior to the Closing Date (or, in the case of any issuance of Additional Notes, since the Closing Date) that could give rise to any claim or liability of any kind against any of the

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Securitization Entities or its assets which, if determined adversely, would individually or in the aggregate be reasonably likely to have a Material Adverse Effect.

(bb)                          since their formation none of the Securitization Entities has engaged in any activities that would have rendered untrue any representation or warranty, or would have violated any covenant or agreement, relating to the separate existence of such Securitization Entity, set forth in this Base Indenture, including without limitation Section 7.13(p), had  this Base Indenture been in full force and effect since the formation of the Securitization Entities;

(cc)                            true, accurate and complete copies of all documents and information that are material with respect to the business, financial condition or any material existing or potential liabilities of any of the Securitization Entities or any of their respective Affiliates have been provided to each Insurer, if any;

(dd)                          the Co-Issuers are not aware of any facts pertaining to any of the Securitization Entities, any predecessor to any of the Securitization Entities or any of their respective Affiliates which would be reasonably likely to have a Material Adverse Effect on any of the Securitization Entities, the Notes or the Indenture Collateral and which have not been disclosed in the applicable Offering Memorandum, the Transaction Documents or otherwise disclosed in writing to each Insurer, if any;

(ee)                            all certificates, reports, statements, notices, documents and other written information furnished to the Insurers, if any, by or on behalf of the Securitization Entities pursuant to any provision of the Indenture or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, the Indenture or any other Transaction Document, are, at the time the same are so furnished, complete and correct in all material respects (taking into account the purposes for which such information is given, and when taken together with all other information furnished by or on behalf of the Securitization Entities to the Insurers, if any), and give the Insurers, if any, true and accurate knowledge of the subject matter thereof in all material respects, and the furnishing of the same to the Insurers, if any, shall constitute a representation and warranty by each Securitization Entity made on the date the same are furnished to the Insurers, if any, to the effect specified herein.

(ff)                                each Insurer, if any, has received all information reasonably requested;

(gg)                          neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the six year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur with respect to any Single Employer Plan, and each Plan (including, to the Actual Knowledge of the Co-Issuers, a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all respects with the applicable provisions of ERISA, the Code and the constituent documents of such Plan, except for instances of non-compliance that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred during such six-year period or is reasonably expected to occur (other than a termination described in Section 4041(b) of ERISA), and no Lien in favor of the PBGC or a Plan has arisen during such six-year

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period or is reasonably expected to arise. Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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. Except to the extent that such liability could not reasonably be expected to have a Material Adverse Effect, neither the Co-Issuers nor any Affiliate thereof have had a complete or partial withdrawal from any Multiemployer Plan, and the Co-Issuers would not become subject to any liability under ERISA if a Co-Issuer or any Affiliate thereof were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the Actual Knowledge of the Co-Issuers, no such Multiemployer Plan is in Reorganization, insolvent or terminating or is reasonably expected to be in Reorganization, become insolvent or be terminated. Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Co-Issuers and each Affiliate thereof for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) other than such liability disclosed in the financial statements of the Co-Issuers does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits. Neither the Co-Issuers nor any Affiliate thereof has engaged in a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code in connection with any Plan that would subject either Co-Issuer to liability under ERISA and/or Section 4975 of the Code that could reasonably be expected to have a Material Adverse Effect. There is no other circumstance which may give rise to a liability in relation to any Plan that could reasonably be expected to have a Material Adverse Effect;

(hh)                          each of the Securitization Entities has good and marketable title to its assets, free of any Lien except Permitted Liens or as created by any Transaction Document;

(ii)                                  the representations on Existing Franchise Assets made by ▇▇▇▇▇▇▇▇’▇ International in the First Tier Asset Contribution Agreement are true and correct (and ▇▇▇▇▇▇▇▇’▇ International’s indemnity obligation and other obligations are assigned by Applebee’s Holdings to the Master Issuer pursuant to the Second Tier Asset Contribution Agreement);

(jj)                                  other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in the payment of a Material Environmental Amount:

(A)      The Securitization Entities:  (i) are, and within the period of all applicable statutes of limitation have been, 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 or intended operations or for any property owned, leased, or otherwise operated by any of them and (iii) are, and within the period of all applicable statutes of

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limitation have been, in compliance with all of their Environmental Permits.

(B)        Materials of Environmental Concern are not present at, on, under, in, or about any Owned Real Property or Leased 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 be expected to (i) give rise to liability of any Securitization Entity or any of its Affiliates under any applicable Environmental Law or otherwise result in costs to any Securitization Entity or any of its Affiliates, (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, without limitation, 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 will be, named as a party that is pending or, to the knowledge of the Securitization Entities, threatened.

(D)       Neither any Securitization Entity nor any of its Affiliates has received any written request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, or any other 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, relating to compliance with or liability under any Environmental Law.

(F)         Neither any Securitization Entity nor any of its Affiliates has assumed or retained, by contract, conduct or operation of law, any liabilities or obligations of any kind, fixed or contingent, known or unknown, under any

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Environmental Law or with respect to any Materials of Environmental Concern.

Section 7.13                                Affirmative Covenants. So long as any of the Notes remain Outstanding or the term of any Insurance Policy shall not have expired, each of the Co-Issuers shall:

(a)                                  do or cause to be done all things necessary to enable it to comply with all applicable legal and accounting rules and regulations, including submitting or causing to be submitted financial and other information to state and federal regulatory authorities as required under the applicable franchising laws and regulations;

(b)                                 keep proper books of account and records, appoint independent public accountants (reasonably acceptable to each Insurer, if any) to audit the books of account and financial statements of the Master Issuer and the Franchise Holder; and to prepare in accordance with GAAP and deliver annual audited consolidated balance sheets, profit and loss statements and retained earnings statements of the Master Issuer and its Subsidiaries as provided for in Section 12.1(e) (and a copy of each such audited financial statement shall be provided to each of the Indenture Trustee, each Insurer, if any, and each Rating Agency then rating any Outstanding Notes), and allow the Indenture Trustee, each Insurer, if any, the Back-Up Manager and any Person appointed by any of them, access to the books of account and records of each of the Securitization Entities at all reasonable times upon reasonable notice during normal business hours, and permit the Indenture Trustee, each Insurer, if any, and any Person appointed by any of them to discuss the affairs, finances and accounts of each of the Securitization Entities with any of its officers, directors and other representatives to discuss the affairs, finances and accounts of each of the Securitization Entities with the Co-Issuers’ independent public accountants and to inspect the Indenture Collateral, all records related thereto (and to make extracts and copies thereof) (such rights of any such Insurer to continue for so long as no Insurer Event of Default has occurred with respect to any such Insurer);

(c)                                  give notice in writing to the Indenture Trustee, the Servicer and each Insurer, if any, within three (3) Business Days following the date of Actual Knowledge of the occurrence of any circumstances that might reasonably be expected to constitute an Event of Default, Default, Rapid Amortization Event or other event that might otherwise reasonably be expected to have a Material Adverse Effect, and such notice shall contain a description of the facts, circumstances or events that might reasonably be expected to constitute such Event of Default, Default, Rapid Amortization Event or other event, and shall specify the action, if any, the Co-Issuers are taking with respect to such Event of Default, Default, Rapid Amortization Event or other event; provided that in connection with such notice, the Co-Issuers may disclaim in good faith any admission that such circumstance does constitute an Event of Default, Default, Rapid Amortization Event or other event that might otherwise reasonably be expected to have a Material Adverse Effect;

(d)                                 so far as permitted by law, at all times give to the Indenture Trustee and the Back-Up Manager such information as it shall reasonably require for the purpose of the discharge of the duties, powers, trusts, authorities and discretions vested in it by this Base

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Indenture or in the Back-Up Manager Agreement and to the Rating Agencies such information as such Rating Agencies may reasonably request, as applicable;

(e)                                  take all reasonable actions necessary so as to be exempt from registration under the Investment Company Act;

(f)                                    maintain with insurers having a rating from A.M. Best of not less than “A+” such insurance that in its business judgment is appropriate and is customary for business operations of the type conducted by the Co-Issuers; provided, that the Co-Issuers shall cause the Servicer to list each Securitization Entity and the Indenture Trustee as an “additional insured,” and the Indenture Trustee as “loss payee,” on any insurance maintained by the Servicer for the benefit of the Securitization Entities, which as of the Closing Date shall include every insurance policy maintained by ▇▇▇▇▇▇▇▇’▇ International with respect to the businesses and assets contributed to the Securitization Entities. 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;

(g)                                 take all reasonable actions necessary so as to exempt from registration the Notes and the sale thereof under the Securities Act, or under any applicable securities laws;

(h)                                 take all reasonable action to maintain all licenses, permits, charters and registrations which are material to the conduct of its business;

(i)                                     RESERVED.

(j)                                     deliver to the Indenture Trustee and each Insurer, if any, as soon as practicable prior to the date of delivery, a copy of the form of each Officer’s Certificate or notice to be delivered to the Holders of the Notes (such notice to be in a form approved by the Indenture Trustee and (if any such Insurer is then the Series Controlling Party relating to a Series of Notes) each Insurer, if any (which approval shall not be unreasonably withheld, conditioned or delayed));

(k)                                  timely file all income tax returns of any jurisdiction which are required to be filed and timely pay all taxes, if and to the extent such taxes become due; provided, however, the Co-Issuers shall not be required to pay or discharge or cause to be paid or discharged any such taxes whose amount, applicability or validity is being contested in good faith by appropriate proceedings so long as (i) there shall be no material risk of forfeiture of property in the Indenture Collateral and (ii) the Co-Issuers maintain adequate reserves in accordance with GAAP for the payment of contested taxes;

(l)                                     in addition to any other notices, certificates or information provided pursuant to this Base Indenture, promptly inform the Indenture Trustee and, so long as any Notes are Outstanding, each Insurer, if any, in writing of the following:

(i)             the commencement of any rulemaking or disciplinary Proceeding or the promulgation of any proposed or final rule (other than a rule or

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proceeding which has general applicability to Persons including the Co-Issuers) which could reasonably be expected to have a Material Adverse Effect;

(ii)          the commencement of any Proceedings by or against any of the Securitization Entities in any court of competent jurisdiction or before any governmental body or agency, or before any arbitration board, or the threat of any such proceedings, which might reasonably be expected to have a Material Adverse Effect on the Securitization Entities (considered collectively) or on the ability of any of the Securitization Entities to perform its obligations under any provision of the Transaction Documents to which it is a party or on which the Co-Issuers’ ability to comply with the Notes or otherwise could reasonably be expected to have a Material Adverse Effect; and

(iii)       the receipt of notice from any Governmental Authority having authority over the conduct of the business of any Securitization Entity that (A) any Securitization Entity is being placed under regulatory supervision, (B) any license, permit, charter, membership or registration relating to the conduct of the business of any Securitization Entity is to be suspended or revoked, and such suspension or revocation could reasonably be expected to have a Material Adverse Effect or (C) any Securitization Entity is to cease and desist any practice, procedure or policy employed by the Securitization Entity in the conduct of its business, and such cessation could reasonably be expected to have a Material Adverse Effect;

(m)                               maintain corporate records and books of account separate from any Person;

(n)                                 so long as any Notes are Outstanding, deliver to each Rating Agency by which the Notes are for the time being rated such information as such Rating Agency may reasonably request (including any such information which is material in maintaining its surveillance of the transactions contemplated by the Transaction Documents);

(o)                                 generally pay its debts as they become due;

(p)                                 with respect to each of the Co-Issuers, and will cause each other Securitization Entity to,

(A)      act and conduct its business solely in its own name through the Servicer or through other agents selected in accordance with its limited liability company agreement or certificate of incorporation (as applicable), including, without limitation, its Officers;

(B)        except as otherwise expressly permitted by this Base Indenture or the other Transaction Documents, maintain separately its funds and assets from those of any Affiliates that are not Securitization Entities or predecessor Restaurant Holders owning Post-Closing U.S. Restaurants, and

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such funds and assets shall not be commingled with the funds and assets of any other Person that is not a Securitization Entity or predecessor Restaurant Holder owning Post-Closing U.S. Restaurants;

(C)        maintain complete and correct books and records of account and minutes of the proceedings of the Securitization Entities (as appropriate), separate from the books and records of any other Person or entity;

(D)       use its own stationery, invoices, checks and other business forms and not those of any Affiliate, and not have the appearance (x) of conducting business on behalf of any Affiliate or (y) that its assets are available to pay the creditors of any Affiliate (other than as contemplated in this Base Indenture);

(E)         except as otherwise specified in its limited liability company agreement or certificate of incorporation, this Base Indenture or the Transaction Documents, as the case may be, pay all of its liabilities out of its own funds;

(F)         not hold itself out as being liable for the debts of any Affiliate (other than as contemplated in this Base Indenture);

(G)        not engage in any transaction with any Affiliate, except as contemplated by the Servicing Agreement, and otherwise as required, or specifically permitted by this Base Indenture or the other Transaction Documents; provided, however, that any such transaction must be commercially reasonable on terms similar to those available in an arm’s length transaction;

(H)       not incur any debt other than as contemplated by its limited liability company agreement or certificate of incorporation, as the case may be, or this Base Indenture;

(I)            maintain separate financial statements showing its assets and liabilities separate and apart from those of any other Person;

(J)           except as otherwise expressly permitted by this Base Indenture or the other Transaction Documents, not guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of others;

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(K)       allocate fairly and reasonably any overhead expenses that are shared with Affiliates, including the payments for office space;

(L)         hold itself out as a separate entity, correct any known misunderstandings regarding its separate identity, and not identify itself as a division of any other Person;

(M)    maintain adequate capital in light of its contemplated business operations;

(N)       while any amounts under this Base Indenture remain outstanding, not dissolve, liquidate, merge, consolidate or sell substantially all of its assets, except as permitted hereunder;

(O)       except as otherwise expressly permitted by this Base Indenture or the other Transaction Documents, maintain bank accounts separate from those of any other Person and not permit any Affiliate independent access to such bank accounts;

(P)         not acquire obligations or securities of any Affiliate other than as contemplated by the Transaction Documents;

(Q)       observe all limited liability company or corporate formalities as the case may be, of its state of organization;

(R)        not pledge its assets for the benefit of any other Person or make loans or advances to any Person other than as contemplated by the Transaction Documents, including this Base Indenture;

(S)         cause its board of managers (or directors, as applicable) and its agents, including the Servicer, to act at all times with respect to such Co-Issuer consistently with, and in furtherance of the foregoing and in the best interests of such Co-Issuer (subject, with respect to the Servicer, to its rights under the terms of the Servicing Agreement); and

(T)        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 (a) to ensure that the assumptions and factual recitations set forth in the opinion delivered pursuant to Section 3.1(b) remain true and correct in all material respects with respect to it (and, to the extent within its control, to ensure that the

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assumptions and factual recitations set forth in such opinion remain true and correct with respect to Affiliates of the Co-Issuers) and (b) to comply in all material respects with those procedures described in such opinion that are applicable to it;

(q)                                 comply with all directions of a Series Controlling Party or the Aggregate Controlling Party properly given in accordance with the terms of this Base Indenture;

(r)                                    if so requested by the Initial Purchaser or Placement Agents, as applicable, use its best efforts to permit any Series of Notes to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market if so requested by the Initial Purchaser or Placement Agents, as applicable;

(s)                                  permit compliance with Rule 144A under the Securities Act in connection with the sale of the Notes, and furnish upon request of a holder of a Note to such holder and a prospective purchaser designated by such holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request the Co-Issuers are not a reporting company under Section 13 or Section 15(d) of the Exchange Act;

(t)                                    perform its obligations under each Transaction Document in all material respects and enforce the obligations of the Securitization Entities under and pursuant to the Transaction Documents;

(u)                                 upon a redemption or other payment of all of the Notes and the expiration of the term of each Insurance Policy, if any, surrender such Insurance Policy for cancellation to each Insurer, if any, relating to such Insurance Policy;

(v)                                 subject to Section 7.8(a)(xv), in the case of the IP Holder, maintain ownership of the IP Assets and, in the case of each of the Master Issuer and the Franchise Holder, maintain on behalf of itself and the other Co-Issuers, the right to use the IP Assets, subject to and in accordance with the applicable IP License Agreement;

(w)                               solely with respect to the Master Issuer, cause each of its Subsidiaries (other than with respect to the Franchise Holder to the extent of any capital contribution made to the Franchise Holder to maintain a minimum net worth determined by the Servicer) to dividend to the Master Issuer (not less frequently than monthly) any funds in excess of such Subsidiary’s obligations under any Transaction Document subject to any applicable law;

(x)                                   with respect to licenses of third-party Intellectual Property entered into after the Closing Date by such Co-Issuer (including, for the avoidance of doubt, the Servicer acting on behalf of such Co-Issuer), use its commercially reasonable efforts to include terms permitting the grant by such Co-Issuer of a security interest therein to the Indenture Trustee for the benefit of the Secured Parties and to allow the Servicer (and any Successor Servicer) or, as applicable, the Back-Up Manager the right to use such Intellectual Property in the performance of Services under the Servicing Agreement or, as applicable, the Back-Up Manager Agreement;

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(y)                                 with respect to its participation in any Plan (including, to the Actual Knowledge of the Co-Issuers, a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement), comply in all respects with the applicable provisions of ERISA, the Code and the constituent documents of such Plan, except for instances of non-compliance that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and

(z)                                   other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in the payment of a Material Environmental Amount, with respect to the Co-Issuers, and will cause each other Securitization Entity to:

(A)      (i) comply 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 or intended operations or for any property owned, leased, or otherwise operated by any of them and (iii) comply with all of their Environmental Permits; and

(B)        not permit Materials of Environmental Concern to be present at, on, under, in, or about any Owned Real Property or Leased Property 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 be expected to (i) give rise to liability of any Securitization Entity or any of its Affiliates under any applicable Environmental Law or otherwise result in costs to any Securitization Entity or any of its Affiliates, (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.

Section 7.14                                Additional Securitization Entities.