EX-99.2 3 ex_99-2.htm EXHIBIT 99.2 -- SERIES 2011-1 SUPPLEMENT DATED MAY 20, 2011 ex_99-2.htm
 

Exhibit 99.2
 
EXECUTION VERSION

 


 
SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA'S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC
and
SRI REAL ESTATE PROPERTIES LLC,
each as Co-Issuer
 
and
 
CITIBANK, N.A.,
as Trustee and Series 2011-1 Securities Intermediary
 
______________________________

SERIES 2011-1 SUPPLEMENT
Dated as of May 20, 2011
to
BASE INDENTURE
Dated as of May 20, 2011
______________________________

 
$100,000,000 Series 2011-1 Variable Funding Senior Notes, Class A-1
$500,000,000 5.438% Fixed Rate Series 2011-1 Notes, Class A-2


 
 

 

 
TABLE OF CONTENTS
 
Page
PRELIMINARY STATEMENT
1
   
DESIGNATION
1
   
ARTICLE I DEFINITIONS
2
   
ARTICLE II INITIAL ISSUANCE, INCREASES AND DECREASES OF SERIES 2011-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT
2
   
Section 2.1
Procedures for Issuing and Increasing the Series 2011-1 Class A-1 Outstanding Principal Amount
2
Section 2.2
Procedures for Decreasing the Series 2011-1 Class A-1 Outstanding Principal Amount
3
     
ARTICLE III SERIES 2011-1 ALLOCATIONS; PAYMENTS
5
   
Section 3.1
Allocations with Respect to the Series 2011-1 Notes
5
Section 3.2
Application of Interim Collections on Interim Allocation Dates to the Series 2011-1 Notes; Payment Date Applications
5
Section 3.3
Certain Distributions from Series 2011-1 Distribution Accounts
7
Section 3.4
Series 2011-1 Class A-1 Interest and Certain Fees.
7
Section 3.5
Series 2011-1 Class A-2 Interest.
8
Section 3.6
Payment of 2011-1 Note Principal
9
Section 3.7
Series 2011-1 Class A-1 Distribution Account.
15
Section 3.8
Series 2011-1 Class A-2 Distribution Account.
16
Section 3.9
Trustee as Securities Intermediary
18
Section 3.10
Manager
19
     
ARTICLE IV FORM OF SERIES 2011-1 NOTES
20
   
Section 4.1
Issuance of Series 2011-1 Class A-1 Notes
20
Section 4.2
Issuance of Series 2011-1 Class A-2 Notes
21
Section 4.3
Transfer Restrictions of Series 2011-1 Class A-1 Notes.
22
Section 4.4
Transfer Restrictions of Series 2011-1 Class A-2 Notes
25
Section 4.5
Section 3(c)(7) Procedures
31
Section 4.6
Note Owner Representations and Warranties
35
     
ARTICLE V GENERAL
37
   
Section 5.1
Information
37
Section 5.2
Exhibits
38
Section 5.3
Ratification of Base Indenture
38
Section 5.4
Certain Notices to the Rating Agencies
38
Section 5.5
Prior Notice by Trustee to the Controlling Class Representative and Control Party
38
Section 5.6
Counterparts
38
Section 5.7
Governing Law
38


 
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Section 5.8
Amendments
38
Section 5.9
Entire Agreement
38
Section 5.10
Termination of Series Supplement
38
Section 5.11
Fiscal Year End
39

ANNEXES

Annex A
Series 2011-1 Supplemental Definitions List

EXHIBITS
 
   
Exhibit A-1-1:
Form of Series 2011-1 Class A-1 Advance Note
Exhibit A-1-2: Form of Series 2011-1 Class A-1 Swingline Note
Exhibit A-1-3: Form of Series 2011-1 Class A-1 L/C Note
Exhibit A-2-1: Form of Restricted Global Series 2011-1 Class A-2 Note
Exhibit A-2-2: Form of Regulation S Global Series 2011-1 Class A-2 Note
Exhibit A-2-3: Form of Unrestricted Global Series 2011-1 Class A-2 Note
Exhibit B-1: Form of Transferee Certificate
Exhibit B-2: Form of Transferee Certificate
Exhibit B-3: Form of Transferee Certificate
Exhibit B-4: Form of Transferee Certificate
Exhibit C:
Important Section 3(c)(7) Notice
Exhibit D: Form of Monthly Noteholders' Statement
Exhibit E: Quarterly Noteholders’ Statement


 
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SERIES 2011-1 SUPPLEMENT, dated as of May 20, 2011 (this “Series Supplement”), by and among SONIC CAPITAL LLC, a Delaware limited liability company (the “Master Issuer”), SONIC INDUSTRIES LLC, a Delaware limited liability company (the “Franchise Assets Holder”), AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “IP Holder”), AMERICA'S DRIVE-IN RESTAURANTS LLC, a Delaware limited liability company (“ADR”), SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“SRI Real Estate Holdco”), SRI REAL ESTATE PROPERTIES LLC, a Delaware limited liability company (“SRI Real Estate Assets Holder” and, together with the Master Issuer, the Franchise Assets Holder, the IP Holder, ADR and SRI Real Estate Holdco, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2011-1 Securities Intermediary, to the Base Indenture, dated as of the date hereof, by and among the Co-Issuers and CITIBANK, N.A., as Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
 
PRELIMINARY STATEMENT
 
WHEREAS, Sections 2.2 and 13.1 of the Base Indenture provide, among other things, that the Co-Issuers and the Trustee may at any time and from time to time enter into a Series Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes (as defined in Annex A of the Base Indenture) upon satisfaction of the conditions set forth therein; and
 
WHEREAS, all such conditions have been met for the issuance of the Series of Notes authorized hereunder.
 
NOW, THEREFORE, the parties hereto agree as follows:
 
DESIGNATION
 
There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as “Series 2011-1 Notes”.  On the Series 2011-1 Closing Date, two Classes of Notes of such Series shall be issued: (a) Series 2011-1 Variable Funding Senior Notes, Class A-1 (as referred to herein, the “Series 2011-1 Class A-1 Notes”) and (b) 5.438% Fixed Rate Series 2011-1 Notes, Class A-2 (as referred to herein, the “Series 2011-1 Class A-2 Notes”).  The Series 2011-1 Class A-1 Notes shall be issued in three Subclasses: (i) Series 2011-1 Class A-1 Advance Notes (as referred to herein, the “Series 2011-1 Class A-1 Advance Notes”), (ii) Series 2011-1 Class A-1 Swingline Notes (as referred to herein, the “Series 2011-1 Class A-1 Swingline Notes”), and (iii) Series 2011-1 Class A-1 L/C Notes (as referred to herein, the “Series 2011-1 Class A-1 L/C Notes”).  For purposes of the Indenture, the Series 2011-1 Class A-1 Notes and the Series 2011-1 Class A-2 Notes shall be deemed to be “Senior Notes.”
 

 
 

 

 
ARTICLE I
 
DEFINITIONS
 
All capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2011-1 Supplemental Definitions List attached hereto as Annex A (the “Series 2011-1 Supplemental Definitions List”) as such Series 2011-1 Supplemental Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.  All capitalized terms not otherwise defined therein shall have the meanings assigned thereto in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as such Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Base Indenture.  Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this Series Supplement (as indicated herein).  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2011-1 Notes and not to any other Series of Notes issued by the Co-Issuers.
 
ARTICLE II
 
INITIAL ISSUANCE, INCREASES AND DECREASES OF
SERIES 2011-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT
 
Section 2.1         Procedures for Issuing and Increasing the Series 2011-1 Class A-1 Outstanding Principal Amount.
 
(a)        Subject to satisfaction of the conditions precedent to the making of Series 2011-1 Class A-1 Advances set forth in the Series 2011-1 Class A-1 Note Purchase Agreement, (i) on the Series 2011-1 Closing Date, the Co-Issuers may cause the 2011-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 2011-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2011-1 Class A-1 Advances made on the Series 2011-1 Closing Date (the “Series 2011-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 2011-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Co-Issuers may increase the Series 2011-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 2011-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 2011-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2011-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 2011-1 Class A-1 Outstanding Principal Amount exceed the Series 2011-1 Class A-1 Maximum Principal Amount.  The 2011-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 2011-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 2011-1 Class A-1 Note Purchase Agreement) allocated among the Series 2011-1 Class A-1 Noteholders (other than the Series 2011-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein.  Proceeds from the 2011-1 Class A-1 Initial Advance and each Increase shall be paid as directed
 

 
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by the Co-Issuers in the applicable Series 2011-1 Class A-1 Advance Request or as otherwise set forth in the Series 2011-1 Class A-1 Note Purchase Agreement.  Upon receipt of written notice from the Co-Issuers or the Series 2011-1 Class A-1 Administrative Agent of the 2011-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 2011-1 Class A-1 Initial Advance or such Increase, as applicable.
 
(b)        Subject to satisfaction of the applicable conditions precedent set forth in the Series 2011-1 Class A-1 Note Purchase Agreement, on the Series 2011-1 Closing Date, the Co-Issuers may cause (i) the 2011-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2011-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2011-1 Class A-1 Swingline Loans made on the Series 2011-1 Closing Date pursuant to Section 2.06 of the Series 2011-1 Class A-1 Note Purchase Agreement (the “Series 2011-1 Class A-1 Initial Swingline Loan”) and (ii) the Series 2011-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2011-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2011-1 Closing Date pursuant to Section 2.07 of the Series 2011-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2011-1 Class A-1 Outstanding Principal Amount exceed the Series 2011-1 Class A-1 Maximum Principal Amount.  The procedures relating to increases in the Series 2011-1 Class A-1 Outstanding Subfacility Amount (each such increase referred to as a “Subfacility Increase”) through borrowings of Series 2011-1 Class A-1 Swingline Loans and issuance or incurrence of Series 2011-1 Class A-1 L/C Obligations are set forth in the Series 2011-1 Class A-1 Note Purchase Agreement.  Upon receipt of written notice from the Co-Issuers or the Administrative Agent of the issuance of the 2011-1 Class A-1 Initial Swingline Principal Amount and the Series 2011-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.
 
Section 2.2         Procedures for Decreasing the Series 2011-1 Class A-1 Outstanding Principal Amount.
 
(a)        Mandatory Decrease.  Whenever a Series 2011-1 Class A-1 Excess Principal Event shall have occurred, then, on or before the second Business Day immediately following the date on which the Manager or any Co-Issuer obtains knowledge of such Series 2011-1 Class A-1 Excess Principal Event the Co-Issuers shall deposit in the Series 2011-­1 Class A-1 Distribution Account the amount of funds referred to in the next sentence and shall direct the Trustee in writing to distribute such funds in accordance with Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement.  Such written direction of the Co-Issuers shall include a report that will provide for the distribution of (i) funds sufficient to decrease the Series 2011-1 Class A-1 Outstanding Principal Amount by the lesser of (x) the amount necessary so that, after giving effect to such decrease of the Series 2011-1 Class A-1 Outstanding Principal Amount on such date, no such Series 2011-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would decrease the Series 2011-1 Class A-1 Outstanding Principal Amount to zero (each decrease of the Series 2011-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), or any other required payment of principal in respect of the Series 2011-1 Class A-1 Notes pursuant to Section 3.6 of this Series Supplement, a “Mandatory Decrease”) plus (ii) any associated Series 2011-1 Class A-1 Breakage Amounts incurred as a result of such decrease
 

 
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(calculated in accordance with the Series 2011-1 Class A-1 Note Purchase Agreement).  Such Mandatory Decrease shall be allocated among the Series 2011-1 Class A-1 Noteholders in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement.  Upon obtaining knowledge of such a Series 2011-1 Class A-1 Excess Principal Event, the Co-Issuers promptly, but in any event within two (2) Business Days, shall deliver written notice (by facsimile or email, with original to follow by mail) of the need for any such Mandatory Decreases to the Trustee and the Series 2011-1 Class A-1 Administrative Agent.  In connection with any Mandatory Decrease, the Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Rate).
 
(b)        Voluntary Decrease.  On any Business Day, upon at least three (3) Business Days' prior written notice to each Series 2011-1 Class A-1 Investor, the Series 2011-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 2011-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2011-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 2011-1 Class A-1 Distribution Account on the Business Day preceding the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 2011-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2011-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2011-1 Class A-1 Note Purchase Agreement).  Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2011-1 Class A-1 Note Purchase Agreement.  In connection with any Voluntary Decrease, the Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Rate).
 
(c)        Upon distribution to the Series 2011-1 Class A-1 Noteholders of principal of the Series 2011-1 Class A-1 Advance Notes in connection with each Decrease, the Trustee shall indicate in its books and records such Decrease.
 
(d)        The Series 2011-1 Class A-1 Note Purchase Agreement sets forth additional procedures relating to decreases in the Series 2011-1 Class A-1 Outstanding Subfacility Amount (each such decrease, together with any Voluntary or Mandatory Decrease allocated to the Series 2011-1 Class A-1 Subfacility Noteholders, referred to as a “Subfacility Decrease”) through (i) borrowings of Series 2011-1 Class A-1 Advances to repay Series 2011-1 Class A-1 Swingline Loans and Series 2011-1 Class A-1 L/C Obligations or (ii) optional prepayments of Series 2011-1 Class A-1 Swingline Loans on same day notice.  Upon receipt of written notice from the Co-Issuers or the Series 2011-1 Class A-1 Administrative Agent of any Subfacility Decrease, the Trustee shall indicate in its books and records the amount of such Subfacility Decrease.
 

 
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ARTICLE III
 
SERIES 2011-1 ALLOCATIONS; PAYMENTS
 
With respect to the Series 2011-1 Notes only, the following shall apply:
 
Section 3.1         Allocations with Respect to the Series 2011-1 Notes.  On the Series 2011-1 Closing Date, $1,041,399.15 of the net proceeds from the initial sale of the Series 2011-1 Notes will be deposited into the Senior Notes Interest Reserve Account and the remainder of the net proceeds from the sale of the Series 2011-1 Notes will be paid to, or at the direction of, the Co-Issuers.
 
Section 3.2         Application of Interim Collections on Interim Allocation Dates to the Series 2011-1 Notes; Payment Date Applications.  On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2011-1 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments, including the following:
 
(a)        Series 2011-1 Notes Monthly Interest.  On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2011-1 Class A-1 Monthly Interest and the Series 2011-1 Class A-2 Monthly Interest, in each case, deemed to be “Senior Notes Monthly Interest” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 
(b)        Series 2011-1 Class A-1 Monthly Commitment Fees.  On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2011-1 Class A-1 Monthly Commitment Fees deemed to be “Class A-1 Senior Notes Monthly Commitment Fees” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 
(c)        Series 2011-1 Class A-1 Administrative Expenses.  On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to pay to the Series 2011-1 Class A-1 Administrative Agent the Series 2011-1 Class A-1 Administrative Expenses deemed to be “Class A-1 Senior Notes Administrative Expenses” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 
(d)        Series 2011-1 Interest Reserve Amount.
 
(i)           The Co-Issuers shall maintain an amount on deposit in the Senior Notes Interest Reserve Account with respect to the Series 2011-1 Notes equal to the Series 2011-1 Interest Reserve Amount.
 
(ii)           If on any Interim Allocation Date there is a Series 2011-1 Interest Reserve Account Deficiency, the Master Issuer shall instruct the Trustee in writing to deposit into the Senior Notes Interest Reserve Account an amount equal to the Series 2011-1 Interest Reserve Account Deficit Amount pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 
(iii)          On each Accounting Date preceding the first Payment Date following a Series 2011-1 Interest Reserve Release Event or on which a Series 2011-1 Interest Reserve Release Event occurs, the Master Issuer shall instruct the Trustee in writing to withdraw the Series 2011-1 Interest Reserve Release Amount, if any, from the Senior Notes Interest Reserve Account and deposit such amounts into the Collection Account in accordance with Section 5.14(q) of the Base Indenture.
 

 
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(e)        Series 2011-1 Notes Rapid Amortization Principal Amounts.  If any Interim Allocation Date occurs during a Rapid Amortization Period, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account for payment of principal on the Series 2011-1 Notes the amounts contemplated by the Priority of Payments for such principal.
 
(f)         Series 2011-1 Class A-2 Scheduled Principal Payments.  On each Interim Allocation Date prior to the occurrence of a Rapid Amortization as set forth in clause (e) of Section 9.1 of the Base Indenture, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2011-1 Class A-2 Scheduled Principal Payments Amounts deemed to be “Senior Notes Scheduled Principal Payments Amounts” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 
(g)        Series 2011-1 Class A-2 Scheduled Principal Payment Deficiencies.  On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the portion of the Senior Notes Scheduled Principal Payments Deficiency Amounts attributable to the Series 2011-1 Class A-2 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 
(h)        Series 2011-1 Class A-1 Other Amounts.  On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2011-1 Class A-1 Other Amounts deemed to be “Class A-1 Senior Notes Other Amounts” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 
(i)         Series 2011-1 Notes Monthly Post-ARD Contingent Interest.  On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2011-1 Class A-1 Monthly Post-ARD Contingent Interest and the Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest deemed to be “Senior Notes Monthly Post-ARD Contingent Interest” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 
(j)         Series 2011-1 Class A-2 Make-Whole Prepayment Premium.  On each Interim Allocation Date, the Master Issuer shall instruct the Trustee in writing to allocate from the Collection Account the Series 2011-1 Class A-2 Make-Whole Prepayment Premium deemed to be “unpaid premiums and make-whole prepayment premiums” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
 

 
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(k)        Application Instructions.  The Control Party is hereby authorized (but shall not be obligated) to deliver any instruction contemplated in this Section 3.2 that is not timely delivered by or on behalf of any Co-Issuer.
 
Section 3.3         Certain Distributions from Series 2011-1 Distribution Accounts.
 
(a)        On each Payment Date, based solely upon the most recent Monthly Manager's Certificate, the Trustee shall, in accordance with Section 6.1 of the Base Indenture remit (i) to the Series 2011-1 Class A-1 Noteholders from the Series 2011-1 Class A-1 Distribution Account, the amounts withdrawn from the Senior Notes Interest Account, Class A-1 Senior Notes Commitment Fees Account and Senior Notes Principal Payments Account, pursuant to Section 5.14(a), (c), (d), (f) or (m), as applicable, of the Base Indenture, and deposited in the Series 2011-1 Class A-1 Distribution Account for the payment of interest and fees and, to the extent applicable, principal on such Payment Date and (ii) to the Series 2011-1 Class A-2 Noteholders from the Series 2011-1 Class A-2 Distribution Account, the amounts withdrawn from the Senior Notes Interest Account and Senior Notes Principal Payments Account, as applicable, pursuant to Section 5.14(a), (c), (f) or (m), as applicable, of the Base Indenture, the amount deposited in the Series 2011-1 Class A-2 Distribution Account for the payment of interest and, to the extent applicable, principal on such Payment Date.
 
Section 3.4         Series 2011-1 Class A-1 Interest and Certain Fees.
 
(a)        Series 2011-1 Class A-1 Note Rate and L/C Fees.  From and after the Series 2011-1 Closing Date, the applicable portions of the Series 2011-1 Class A-1 Outstanding Principal Amount will accrue (i) interest at the Series 2011-1 Class A-1 Note Rate and (ii) Series 2011-1 Class A-1 L/C Fees at the applicable rates provided therefor in the Series 2011-1 Class A-1 Note Purchase Agreement.  Such accrued interest and fees will be due and payable in arrears on each Payment Date, from amounts that are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, commencing on June 20, 2011; provided that in any event all accrued but unpaid interest and fees shall be paid in full on the Series 2011-1 Legal Final Maturity Date, on any Series 2011-1 Prepayment Date with respect to a prepayment in full of the Series 2011-1 Class A-1 Notes, on any day when the Commitments are terminated in full or on any other day on which all of the Series 2011-1 Class A-1 Outstanding Principal Amount is required to be paid in full.  To the extent any such amount is not paid when due, such unpaid amount will accrue interest at the Series 2011-1 Class A-1 Note Rate.
 
(b)        Undrawn Commitment Fees.  From and after the Series 2011-1 Closing Date, Undrawn Commitment Fees will accrue as provided in the Series 2011-1 Class A-1 Note Purchase Agreement.  Such accrued fees will be due and payable in arrears on each Payment Date, from amounts that are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, commencing on June 20, 2011.  To the extent any such amount is not paid when due, such unpaid amount will accrue interest at the Series 2011-1 Class A-1 Note Rate.
 

 
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(c)        Series 2011-1 Class A-1 Monthly Post-ARD Contingent Interest.  From and after the Series 2011-1 Class A-1 Senior Notes Renewal Date, if the Series 2011-1 Final Payment has not been made, interest will accrue on the Series 2011-1 Class A-1 Outstanding Principal Amount at an annual rate equal to the greater of (A) 5% per annum and (B) a per annum rate equal to the excess, if any, by which the sum of (1) the yield to maturity (adjusted to a “mortgage equivalent basis” for a monthly-pay security pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the Series 2011-1 Anticipated Repayment Date of the United States Treasury Security having a term closest to 10 years plus (2) 5% plus (3) 2.99% exceeds the Series 2011-1 Class A-2 Note Rate (the “Series 2011-1 Class A-1 Monthly Post-ARD Contingent Rate“) in addition to the regular interest that will continue to accrue at the Series 2011-1 Class A-1 Note Rate.  All computations of Series 2011-1 Class A-1 Monthly Post-ARD Contingent Interest shall be made on the basis of a year of 360 days and twelve 30-day months.  Any Series 2011-1 Class A-1 Monthly Post-ARD Contingent Interest will be due and payable on any applicable Payment Date, as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so made available, and failure to pay any Series 2011-1 Class A-1 Monthly Post-ARD Contingent Interest in excess of such amounts will not be an Event of Default and interest will not accrue on any unpaid portion thereof; provided that in any event all accrued but unpaid Series 2011-1 Class A-1 Monthly Post-ARD Contingent Interest shall be paid in full on the Series 2011-1 Legal Final Maturity Date, on any Series 2011-1 Prepayment Date with respect to a prepayment in full of the Series 2011-1 Class A-1 Notes, on any day when the Commitments are terminated in full or on any other day on which all of the Series 2011-1 Class A-1 Outstanding Principal Amount is required to be paid in full.
 
(d)        Series 2011-1 Class A-1 Initial Interest Period.  The initial Interest Period for the Series 2011-1 Class A-1 Notes shall commence on the Series 2011-1 Closing Date and end on (but exclude) June 13, 2011.
 
Section 3.5         Series 2011-1 Class A-2 Interest.
 
(a)        Series 2011-1 Class A-2 Original Note Rate.  From the Series 2011-1 Closing Date until the Series 2011-1 Class A-2 Outstanding Principal Amount has been paid in full, the Series 2011-1 Class A-2 Outstanding Principal Amount will accrue interest at the Series 2011-1 Class A-2 Original Note Rate.  Such accrued interest will be due and payable in arrears on each Payment Date, from amounts that are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, commencing on June 20, 2011; provided that in any event all accrued but unpaid interest shall be due and payable in full on the Series 2011-1 Legal Final Maturity Date, on any Series 2011-1 Prepayment Date with respect to a prepayment in full of the Series 2011-1 Class A-2 Notes or on any other day on which all of the Series 2011-1 Class A-2 Outstanding Principal Amount is required to be paid in full.  To the extent any interest accruing at the Series 2011-1 Class A-2 Original Note Rate is not paid when due, such unpaid interest will accrue interest at the Series 2011-1 Class A-2 Original Note Rate.  All computations of interest at the Series 2011-1 Class A-2 Original Note Rate shall be made on the basis of a year of 360 days and twelve 30-day months.
 

 
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(b)        Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest.
 
(i)           Monthly Post-ARD Contingent Interest.  From and after the Series 2011-1 Anticipated Repayment Date, if the Series 2011-1 Final Payment has not been made, then additional interest will accrue on the Series 2011-1 Class A-2 Outstanding Principal Amount at an annual rate (the “Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest Rate“) equal to the greater of (A) 5% per annum and (B) a per annum rate equal to the excess, if any, by which the sum of (1) the yield to maturity (adjusted to a “mortgage equivalent basis” for a monthly-pay security pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the Series 2011-1 Anticipated Repayment Date of the United States Treasury Security having a term closest to 10 years plus (2) 5% plus (3) 2.99% exceeds the Series 2011-1 Class A-2 Note Rate (such additional interest, the “Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest”).  All computations of Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest shall be made on the basis of a year of 360 days and twelve 30-day months.
 
(ii)           Payment of Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest.  Any Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest will be due and payable on any applicable Payment Date, as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so available.  The failure to pay any Series 2011-2 Class A-1 Monthly Post-ARD Contingent Interest in excess of such amounts will not be an Event of Default and interest will not accrue on any unpaid portion thereof; provided that in any event all accrued but unpaid Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest shall be due and payable in full on the Series 2011-1 Legal Final Maturity Date, on any Series 2011-1 Prepayment Date with respect to a prepayment in full of the Series 2011-1 Class A-1 Notes or on any other day on which all of the Series 2011-1 Class A-2 Outstanding Principal Amount is required to be paid in full.
 
(c)        Series 2011-1 Class A-2 Initial Interest Period.  The initial Interest Period for the Series 2011-1 Class A-2 Notes shall commence on the Series 2011-1 Closing Date and end on (but exclude) June 20, 2011.
 
Section 3.6         Payment of 2011-1 Note Principal.
 
(a)        Series 2011-1 Notes Principal Payment at Legal Maturity.  The Series 2011-1 Outstanding Principal Amount shall be due and payable on the Series 2011-1 Legal Final Maturity Date.  The Series 2011-1 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 3.6 and, in respect of the Series 2011-1 Class A-1 Outstanding Principal Amount, Section 2.2 of this Series Supplement.
 

 
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(b)        Series 2011-1 Anticipated Repayment.  The Series 2011-1 Final Payment is anticipated to occur on May 21, 2018 (such date, the “Series 2011-1 Anticipated Repayment Date”).
 
(c)        Payment of Series 2011-1 Class A-2 Scheduled Principal Payments.  Series 2011-1 Class A-2 Scheduled Principal Payments will be due and payable on any applicable Payment Date, as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so available, and failure to pay any Series 2011-1 Class A-2 Scheduled Principal Payment in excess of such amounts will not be an Event of Default.
 
(d)        Series 2011-1 Notes Mandatory Payments of Principal.
 
(i)           If a Change of Control to which the Control Party (at the direction of the Controlling Class Representative) has not provided its prior written consent (not to be unreasonably withheld) occurs, the Co-Issuers shall prepay all the Series 2011-1 Notes in full by (A) depositing an amount equal to the Series 2011-1 Outstanding Principal Amount and all other amounts that are or will be due and payable with respect to the Series 2011-1 Notes under the Indenture and under the Series 2011-1 Class A-1 Note Purchase Agreement as of the applicable Series 2011-1 Prepayment Date referred to in clause (C) below (including all interest and fees accrued to such date, any Series 2011-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement and any associated Series 2011-1 Class A-1 Breakage Amounts incurred as a result of such prepayment (calculated in accordance with the Series 2011-1 Class A-1 Note Purchase Agreement)) in the applicable Series 2011-1 Distribution Accounts, (B) reimbursing the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) (C) delivering Prepayment Notices in accordance with Section 3.6(g) of this Series Supplement and (D) directing the Trustee to distribute such amount set forth in clause (A) to the applicable Series 2011-1 Noteholders on the Series 2011-1 Prepayment Date specified in such Prepayment Notices.
 
(ii)           Upon the failure of the Co-Issuers to Reinvest Real Estate Asset Disposition Proceeds in excess of the Real Estate Asset Disposition Threshold in accordance with Section 8.16(a)(ii) of the Base Indenture (such failure, a “Real Estate Asset Disposition Prepayment Event”), then (A) on the next Interim Allocation Date, the related Real Estate Asset Disposition Proceeds Prepayment Amount shall be allocated pursuant to pursuant to Section 5.13(c) of the Base Indenture and (B) on the next Payment Date following such Interim Allocation Date, the Co-Issuers shall prepay first, if a Series 2011-1 Class A-1 Senior Notes Amortization Period is continuing, the Series 2011-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement), second,
 

 
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the Series 2011-1 Class A-2 Notes (based on their respective portion of the Series 2011-1 Class A-2 Outstanding Principal Amount), and third, provided that clause first does not apply, the Series 2011-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement), in an aggregate principal amount equal to the excess of such Real Estate Asset Disposition Proceeds Prepayment Amount over the amount of such Real Estate Asset Disposition Proceeds allocated to the repayment of Debt Service Advances, Collateral Protection Advances and Manager Advances (in each case with interest thereon at the Advance Interest Rate) pursuant to Section 5.13(c) of the Base Indenture by (A) depositing such excess Real Estate Asset Disposition Proceeds Prepayment Amount (and all interest and fees accrued to such date, any Series 2011-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement, any associated Series 2011-1 Class A-1 Breakage Amounts incurred as a result of such prepayment (calculated in accordance with the Series 2011-1 Class A-1 Note Purchase Agreement)) in the applicable Series 2011-1 Distribution Accounts, (B) delivering Prepayment Notices in accordance with Section 3.6(g) of this Series Supplement, (C) directing the Trustee to distribute such amount to the applicable Series 2011-1 Noteholders on the Series 2011-1 Prepayment Date specified in such Prepayment Notice and (D) complying with the other applicable Series Supplements with respect to prepayment of the applicable other portions of such Real Estate Asset Disposition Proceeds.
 
(iii)          During any Rapid Amortization Period, principal payments shall be due and payable on each Payment Date on the applicable Classes of Series 2011-1 Notes as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so available, together with any Series 2011-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement; provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2011-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2011-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments.  Such payments shall be ratably allocated among the Series 2011-1 Noteholders within each applicable Class based on their respective portion of the Series 2011-1 Outstanding Principal Amount of such Class (or, in the case of the Series 2011-1 Class A-1 Noteholders, in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement).
 
(iv)          During any Series 2011-1 Class A-1 Senior Notes Amortization Period, principal payments shall be due and payable on each Payment Date on the applicable Series 2011-1 Class A-1 Notes as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in
 

 
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accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so available.  Such payments shall be allocated among the Series 2011-1 Class A-1 Noteholders, in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement.
 
(e)        Series 2011-1 Class A-2 Make-Whole Prepayment Premium Payments.  In connection with any mandatory prepayment of any Series 2011-1 Class A-2 Notes upon a Change of Control, upon the occurrence of a Real Estate Asset Disposition Prepayment Event or during any Rapid Amortization Period made pursuant to Section 3.6(d)(i), (d)(ii) or (d)(iii) of this Series Supplement or any optional prepayment of any Series 2011-1 Class A-2 Notes made pursuant to Section 3.6(f) of this Series Supplement, the Co-Issuers shall pay, in the manner described herein, the Series 2011-1 Class A-2 Make-Whole Prepayment Premium to the Series 2011-1 Class A-2 Noteholders with respect to the applicable Series 2011-1 Prepayment Amount; provided that no such Series 2011-1 Class A-2 Make-Whole Prepayment Premium shall be payable in connection with any payment that occurs on or after the Payment Date occurring eighteen (18) months prior to the Series 2011-1 Anticipated Repayment Date (the “Prepayment Calculation Date”).
 
(f)         Optional Prepayment of Series 2011-1 Class A-2 Notes.  Subject to Sections 3.6(e) and (g) of this Series Supplement, the Co-Issuers shall have the option to prepay the Series 2011-1 Class A-2 Notes in whole on any Business Day, or in part on any Payment Date, as specified in the applicable Prepayment Notices; provided that prior to the Prepayment Calculation Date, the Co-Issuers shall not make any optional prepayment in part of any Series 2011-1 Class A-2 Notes pursuant to this Section 3.6(f) (x) more frequently than four (4) times in any annual period commencing with the annual period commencing on the Series 2011-1 Closing Date or (y) in a principal amount for any single prepayment of less than $5,000,000 (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Senior Notes Principal Payments Account that is allocable to the Series 2011-1 Class A-2 Notes to be prepaid is sufficient to pay the principal amount of the Series 2011-1 Class A-2 Notes to be prepaid and the Series 2011-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e), in each case, payable on the relevant Series 2011-1 Prepayment Date; (ii) the amount on deposit in the Senior Notes Interest Account that is allocable to the Outstanding Principal Amount of Series 2011-1 Class A-2 Notes to be prepaid is sufficient to pay (A) the Series 2011-1 Class A-2 Monthly Interest Amounts through the relevant Series 2011-1 Prepayment Date relating to the Outstanding Principal Amount of Series 2011-1 Class A-2 Notes to be prepaid and (B) only if such optional prepayment is a prepayment in whole, (x) the Series 2011-1 Class A-2 Post-ARD Contingent Interest and (y) all Securitization Operating Expenses, to the extent attributable to the Series 2011-1 Class A-2 Notes; and (iii) the Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).
 
(g)        Notices of Prepayments.  The Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any prepayment pursuant to Sections 3.6(d)(i), (d)(ii) or 3.6(f) of this
 

 
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Series Supplement (each, a “Series 2011-1 Prepayment”) to each Series 2011-1 Noteholder affected by such Series 2011-1 Prepayment, the Rating Agencies, the Servicer and the Trustee; provided that at the request of the Co-Issuers, such notice to the affected Series 2011-1 Noteholders shall be given by the Trustee in the name and at the expense of the Co-Issuers.  In connection with any such Prepayment Notice, the Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement.  With respect to each Series 2011-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the date on which such prepayment will be made (each, a “Series 2011-1 Prepayment Date”), which in all cases shall be a Business Day and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than ten (10) Business Days after the occurrence of such event, and in the case of a Real Estate Asset Disposition Prepayment Event, shall be the Payment Date immediately following such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 2011-1 Prepayment Amount”) and (C) the date on which the applicable Series 2011-1 Class A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2011-1 Prepayment Date (the “Series 2011-1 Class A-2 Make-Whole Premium Calculation Date”).  Each Prepayment Notice shall be revocable until two (2) Business Days prior to the Series 2011-1 Prepayment Date.  All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 2011-1 Noteholder to the extent such Series 2011-1 Noteholder has provided a facsimile number or email address to the Trustee and (B) the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2011-1 Noteholder.  For the avoidance of doubt, a Voluntary Decrease in respect of the Series 2011-1 Class A-1 Notes is governed by Section 2.2 of this Series Supplement and not by this Section 3.6.  A Prepayment Notice may be revoked by any Co-Issuer if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two Business Days prior to such Prepayment Date.  The Co-Issuers shall give written notice of such revocation to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation to the Series 2011-1 Noteholders.
 
(h)        Series 2011-1 Prepayments.  On each Series 2011-1 Prepayment Date with respect to any Series 2011-1 Prepayment, the Series 2011-1 Prepayment Amount and the Series 2011-1 Class A-2 Make-Whole Prepayment Premium, if any, and any associated Series 2011-1 Class A-1 Breakage Amounts applicable to such Series 2011-1 Prepayment shall be due and payable.  The Co-Issuers shall pay the Series 2011-1 Prepayment Amount together with the applicable Series 2011-1 Class A-2 Make-Whole Prepayment Premium, if any, with respect to such Series 2011-1 Prepayment Amount, by, to the extent not already deposited therein pursuant to Sections 3.6(d)(i), (d)(ii) or (f) of this Series Supplement, depositing such amounts in the applicable Series 2011-1 Distribution Accounts on or prior to the related Series 2011-1 Prepayment Date to be distributed in accordance with Section 3.6(k) of this Series Supplement.
 
(i)         Prepayment Premium Not Payable.  For the avoidance of doubt, there is no Series 2011-1 Class A-2 Make-Whole Prepayment Premium payable as a result of (i) the application of Indemnification Payments allocated to the Series 2011-1 Notes pursuant to Section 3.6(j) of this Series Supplement, (ii) any Series 2011-1 Class A-2 Scheduled Principal Payments and (iii) any optional prepayment on or after the Prepayment Calculation Date.
 

 
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(j)         Indemnification Payments.  Any Indemnification Payments allocated to the Senior Notes Principal Payments Account in accordance with Section 5.13(b) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payments Account in accordance with Section 5.14(f) of the Base Indenture and deposited in the applicable Series 2011-1 Distribution Accounts and used to prepay first, if a Series 2011-1 Class A-1 Senior Notes Amortization Period is continuing, the Series 2011-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement), second, the Series 2011-1 Class A-2 Notes (based on their respective portion of the Series 2011-1 Class A-2 Outstanding Principal Amount), and third, provided that clause first does not apply, the Series 2011-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement), on the Payment Date immediately succeeding such deposit.  In connection with any prepayment made pursuant to this Section 3.6(j), the Co-Issuers shall not be obligated to pay any prepayment premium.
 
(k)        Series 2011-1 Prepayment Distributions.
 
(i)           On the Series 2011-1 Prepayment Date for each Series 2011-1 Prepayment to be made pursuant to this Section 3.6 in respect of the Series 2011-1 Class A-1 Notes, the Trustee shall, in accordance with Section 6.1 of the Base Indenture and based solely upon the applicable written report provided to the Trustee pursuant to Section 3.6(g) of this Series Supplement, wire transfer to the Series 2011-1 Class A-1 Noteholders of record on the preceding Prepayment Record Date, in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2011-1 Class A-1 Note Purchase Agreement, the amount deposited in the Series 2011-1 Class A-1 Distribution Account pursuant to this Section 3.6, if any, in order to repay the applicable portion of the Series 2011-1 Class A-1 Outstanding Principal Amount and pay all accrued and unpaid interest thereon to such Series 2011-1 Prepayment Date and any associated Series 2011-1 Class A-1 Breakage Amounts incurred as a result of such prepayment.
 
(ii)           On the Series 2011-1 Prepayment Date for each Series 2011-1 Prepayment to be made pursuant to this Section 3.6 in respect of the Series 2011-1 Class A-2 Notes, the Trustee shall, in accordance with Section 6.1 of the Base Indenture and based solely upon the applicable written report provided to the Trustee pursuant to Section 3.6(g) of this Series Supplement, wire transfer to the Series 2011-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2011-1 Class A-2 Outstanding Principal Amount, the amount deposited in the Series 2011-1 Class A-2 Distribution Account pursuant to this Section 3.6, if any, in order to repay the applicable portion of the Series 2011-1 Class A-2 Outstanding Principal Amount and pay all accrued and unpaid interest thereon to such Series 2011-1 Prepayment Date and any Series 2011-1 Class A-2 Make-Whole Prepayment Premium due to Series 2011-1 Class A-2 Noteholders on such Series 2011-1 Prepayment Date.
 

 
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(l)         Series 2011-1 Notices of Final Payment.  The Co-Issuers shall notify the Trustee, the Servicer and the Rating Agencies on or before the Record Date preceding the Payment Date which will be the Series 2011-1 Final Payment Date; provided, however, that with respect to any Series 2011-1 Final Payment that is made in connection with any mandatory or optional prepayment in full, the Co-Issuers shall not be obligated to provide any additional notice to the Trustee or the Rating Agencies of such Series 2011-1 Final Payment beyond the notice required to be given in connection with such prepayment pursuant to Section 3.6(g) of this Series Supplement.  The Trustee shall provide written notice to each Person in whose name a Series 2011-1 Note is registered at the close of business on such Record Date that the immediately succeeding Payment Date will be the Series 2011-1 Final Payment Date.  Such written notice to be sent to the Series 2011-1 Noteholders shall be made at the expense of the Co-Issuers and shall be mailed by the Trustee within five (5) Business Days of receipt of notice from the Co-Issuers indicating that the Series 2011-1 Final Payment will be made and shall specify that such Series 2011-1 Final Payment will be payable only upon presentation and surrender of the Series 2011-1 Notes and shall specify the place where the Series 2011-1 Notes may be presented and surrendered for such Series 2011-1 Final Payment.
 
Section 3.7         Series 2011-1 Class A-1 Distribution Account.
 
(a)        Establishment of Series 2011-1 Class A-1 Distribution Account.  On the Closing Date, an account shall be assigned to the Trustee for the benefit of the Series 2011-1 Class A-1 Noteholders (the “Series 2011-1 Class A-1 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2011-1 Class A-1 Noteholders.  The Series 2011-1 Class A-1 Distribution Account shall be an Eligible Account.  If the Series 2011­1 Class A-1 Distribution Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Series 2011-1 Class A-1 Distribution Account is no longer an Eligible Account, establish a new Series 2011-1 Class A-1 Distribution Account that is an Eligible Account.  If a new Series 2011-1 Class A-1 Distribution Account is established, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2011-1 Class A-1 Distribution Account into the new Series 2011-1 Class A-1 Distribution Account.  Initially, the Series 2011-1 Class A-1 Distribution Account will be established with the Trustee.
 
(b)        Administration of the Series 2011-1 Class A-1 Distribution Account.  All amounts held in the Series 2011-1 Class A-1 Distribution Account shall be invested in Permitted Investments at the written direction (which may be standing directions) of the Master Issuer and SRI Real Estate Holdco; provided, however, that any such investment in the Series 2011-1 Class A-1 Distribution Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received or such other date on which any such funds are scheduled to be paid to the Series 2011-1 Class A-1 Noteholders.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2011-1 Class A-1 Distribution Account shall be invested at the direction of by the Master Issuer and SRI Real Estate Holdco as fully as practicable in one or more Permitted Investments of the type described in clause (b) of the definition thereof.  Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof if
 

 
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such disposal would result in a loss of any portion of the initial purchase price of such Permitted Investment.
 
(c)        Earnings from Series 2011-1 Class A-1 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2011-1 Class A-1 Distribution Account shall be deemed to be available and on deposit for distribution to the Series 2011-1 Class A-1 Noteholders.
 
(d)        Series 2011-1 Class A-1 Distribution Account Constitutes Additional Collateral for Series 2011-1 Class A-1 Notes.  In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2011-1 Class A-1 Notes, the Co-Issuers hereby grant a security interest in and assign, pledge, grant, transfer and set over to the Trustee, for the benefit of the Series 2011-1 Class A-1 Noteholders, all of the Co-Issuers' right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2011-1 Class A-1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2011-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2011-1 Class A-1 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2011-1 Class A-1 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2011-1 Class A-1 Distribution Account Collateral”).
 
(e)        Termination of Series 2011-1 Class A-1 Distribution Account.  On or after the date on which the Series 2011-1 Final Payment has been made, the Trustee, acting in accordance with the written instructions of the Master Issuer and SRI Real Estate Holdco, shall withdraw from the Series 2011-1 Class A-1 Distribution Account all amounts on deposit therein for payment to the Co-Issuers.
 
Section 3.8         Series 2011-1 Class A-2 Distribution Account.
 
(a)        Establishment of Series 2011-1 Class A-2 Distribution Account.  On the Closing Date, an account shall be assigned to the Trustee for the benefit of the Series 2011-1 Class A-2 Noteholders (the “Series 2011-1 Class A-2 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2011-1 Class A-2 Noteholders.  The Series 2011-1 Class A-2 Distribution Account shall be an Eligible Account.  If the Series 2011-1 Class A-2 Distribution Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Series 2011-1 Class A-2 Distribution Account is no longer an Eligible Account, establish a new Series 2011-1 Class A-2 Distribution Account that is an Eligible Account.  If a new Series 2011-1 Class A-2 Distribution Account is established, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to
 

 
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transfer all cash and investments from the non-qualifying Series 2011-1 Class A-2 Distribution Account into the new Series 2011-1 Class A-2 Distribution Account.  Initially, the Series 2011-1 Class A-2 Distribution Account will be established with the Trustee.
 
(b)        Administration of the Series 2011-1 Class A-2 Distribution Account.  All amounts held in the Series 2011-1 Class A-2 Distribution Account shall be invested in the Permitted Investments at the written direction (which may be standing directions) of the Master Issuer; provided, however, that any such investment in the Series 2011-1 Class A-2 Distribution Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received or such other date on which any such funds are scheduled to be paid to the Series 2011-1 Class A-2 Noteholders.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2011-1 Class A-2 Distribution Account shall be invested at the direction of the Master Issuer and SRI Real Estate Holdco as fully as practicable in one or more Permitted Investments of the type described in clause (b) of the definition thereof.  Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof if such disposal would result in a loss any portion of the initial purchase price of such Permitted Investment.
 
(c)        Earnings from Series 2011-1 Class A-2 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2011-1 Class A-2 Distribution Account shall be deemed to be available and on deposit for distribution to the Series 2011-1 Class A-2 Noteholders.
 
(d)        Series 2011-1 Class A-2 Distribution Account Constitutes Additional Collateral for Series 2011-1 Class A-2 Notes.  In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2011-1 Class A-2 Notes, the Co-Issuers hereby grant a security interest in and assign, pledge, grant, transfer and set over to the Trustee, for the benefit of the Series 2011-1 Class A-2 Noteholders, all of the Co-Issuers' right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2011-1 Class A-2 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2011-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2011-1 Class A-2 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2011-1 Class A-2 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2011-1 Class A-2 Distribution Account Collateral”).
 
(e)        Termination of Series 2011-1 Class A-2 Distribution Account.  On or after the date on which the Series 2011-1 Final Payment has been made, the Trustee, acting in accordance with the written instructions of the Master Issuer and SRI Real Estate Holdco, shall withdraw from the Series 2011-1 Class A-2 Distribution Account all amounts on deposit therein for payment to the Co-Issuers.
 

 
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Section 3.9         Trustee as Securities Intermediary.
 
(a)        The Trustee or other Person holding the Series 2011-1 Distribution Accounts shall be the “Series 2011-1 Securities Intermediary.” If the Series 2011-1 Securities Intermediary in respect of any Series 2011-1 Distribution Account is not the Trustee, the Master Issuer and SRI Real Estate Holdco shall obtain the express agreement of such other Person to the obligations of the Series 2011-1 Securities Intermediary set forth in this Section 3.9.
 
(b)        The Series 2011-1 Securities Intermediary agrees that:
 
(i)           The Series 2011-1 Distribution Accounts are accounts to which Financial Assets will or may be credited;
 
(ii)          The Series 2011-1 Distribution Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Series 2011-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;
 
(iii)          All securities or other property (other than cash) underlying any Financial Assets credited to any Series 2011-1 Distribution Account shall be registered in the name of the Securities Intermediary, indorsed to the Series 2011-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2011-1 Securities Intermediary, and in no case will any Financial Asset credited to any Series 2011-1 Distribution Account be registered in the name of the Master Issuer and SRI Real Estate Holdco, payable to the order of the Master Issuer and SRI Real Estate Holdco or specially indorsed to the Master Issuer and SRI Real Estate Holdco;
 
(iv)          All property delivered to the Series 2011-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2011-1 Distribution Account;
 
(v)          Each item of property (whether investment property, security, instrument or cash) credited to any Series 2011-1 Distribution Account shall be treated as a Financial Asset under Article 8 of the New York UCC;
 
(vi)         If at any time the Series 2011-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2011-1 Distribution Accounts, the Series 2011-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, SRI Real Estate Holdco or any other Securitization Entity or any other Person;
 
(vii)         The Series 2011-1 Distribution Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of all applicable UCCs, New York shall be deemed to the Series 2011-1 Securities Intermediary's jurisdiction and the Series 2011-1 Distribution Accounts (as well as the “securities entitlements” (as defined in
 

 
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Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;
 
(viii)        The Series 2011-1 Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2011-1 Distribution Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Series 2011-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer and SRI Real Estate Holdco purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3.9(b)(vi) of this Series Supplement; and
 
(ix)         Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2011-1 Distribution Accounts, neither the Series 2011-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, any Series 2011-1 Distribution Account or any Financial Asset credited thereto.  If the Series 2011-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has actual knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2011-1 Distribution Account or any Financial Asset carried therein, the Series 2011-1 Securities Intermediary will promptly notify the Trustee, the Manager, the Servicer, the Master Issuer and SRI Real Estate Holdco thereof.
 
(c)        At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2011-1 Distribution Accounts and in all proceeds thereof, and (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) shall be the only Person authorized to originate entitlement orders in respect of the Series 2011-1 Distribution Accounts; provided, however, that at all other times the Master Issuer and SRI Real Estate Holdco shall jointly be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2011-1 Distribution Accounts.
 
Section 3.10       Manager.  Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer, SRI Real Estate Holdco and the other Co-Issuers.  The Series 2011-1 Noteholders by their acceptance of the Series 2011-1 Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer, SRI Real Estate Holdco or any other Co-Issuer.  Any such reports and notices that are required to be delivered to the Series 2011-1 Noteholders hereunder will be made available on the Trustee's website in the manner set forth in Section 4.4 of the Base Indenture.
 

 
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ARTICLE IV
 
FORM OF SERIES 2011-1 NOTES
 
Section 4.1         Issuance of Series 2011-1 Class A-1 Notes.  (a) The Series 2011-1 Class A-1 Advance Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-1 hereto, and will be issued to the Series 2011-1 Class A-1 Noteholders (other than the Series 2011-1 Class A-1 Subfacility Noteholders) pursuant to and in accordance with the Series 2011-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture.  Other than in accordance with this Series Supplement and the Series 2011-1 Class A-1 Note Purchase Agreement, the Series 2011-1 Class A-1 Advance Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by such Series 2011-1 Class A-1 Noteholders.  The Series 2011-1 Class A-1 Advance Notes shall bear a face amount equal in the aggregate to up to the Series 2011-1 Class A-1 Maximum Principal Amount as of the Series 2011-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2011-1 Class A-1 Initial Advance Principal Amount pursuant to Section 2.1(a) of this Series Supplement.  The Trustee shall record any Increases or Decreases with respect to the Series 2011-1 Class A-1 Outstanding Principal Amount such that, subject to Section 4.1(d) of this Series Supplement, the principal amount of the Series 2011-1 Class A-1 Advance Notes that are Outstanding accurately reflects all such Increases and Decreases.
 
(a)        The Series 2011-1 Class A-1 Swingline Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-2 hereto, and will be issued to the Swingline Lender pursuant to and in accordance with the Series 2011-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture.  Other than in accordance with this Series Supplement and the Series 2011-1 Class A-1 Note Purchase Agreement, the Series 2011-1 Class A-1 Swingline Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Swingline Lender.  The Series 2011-1 Class A-1 Swingline Note shall bear a face amount equal in the aggregate to up to the Swingline Commitment as of the Series 2011-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2011-1 Class A-1 Initial Swingline Principal Amount pursuant to Section 2.1(b)(i) of this Series Supplement.  The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to the Swingline Loans such that, subject to Section 4.1(d) of this Series Supplement, the aggregate principal amount of the Series 2011-1 Class A-1 Swingline Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.
 
(b)        The Series 2011-1 Class A-1 L/C Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-3 hereto, and will be issued to the L/C Provider pursuant to and in accordance with the Series 2011-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture.  Other than in accordance with this Series Supplement and the Series 2011-1 Class A-1 Note Purchase Agreement, the Series 2011­1 Class A-1 L/C Notes will not be
 

 
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permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the L/C Provider.  The Series 2011-1 Class A-1 L/C Notes shall bear a face amount equal in the aggregate to up to the L/C Commitment as of the Series 2011-1 Closing Date, and shall be initially issued in an aggregate amount equal to the Series 2011-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount pursuant to Section 2.1(b)(ii) of this Series Supplement.  The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to Undrawn L/C Face Amounts or Unreimbursed L/C Drawings, as applicable, such that, subject to Section 4.1(d) of this Series Supplement, the aggregate amount of the Series 2011-1 Class A-1 L/C Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.  All Undrawn L/C Face Amounts shall be deemed to be “principal” outstanding under the Series 2011-1 Class A-1 L/C Note for all purposes of the Indenture and the other Related Documents other than for purposes of accrual of interest and calculation of the Undrawn Commitment Fees.
 
(c)        For the avoidance of doubt, notwithstanding that the aggregate face amount of the Series 2011-1 Class A-1 Notes will exceed the Series 2011-1 Class A-1 Maximum Principal Amount, at no time will the principal amount actually outstanding of the Series 2011-1 Class A-1 Advance Notes, the Series 2011-1 Class A-1 Swingline Notes and the Series 2011-1 Class A-1 L/C Notes in the aggregate exceed the Series 2011-1 Class A-1 Maximum Principal Amount.
 
(d)        The Series 2011-1 Class A-1 Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange.  The Series 2011-1 Class A-1 Notes may be produced in any manner, all as determined by the Authorized Officers executing such Series 2011-1 Class A-1 Notes, as evidenced by their execution of such Class A-1 Notes.  The initial sale of the Series 2011-1 Class A-1 Notes is limited to Persons who have executed the Series 2011-1 Class A-1 Note Purchase Agreement.  The Series 2011-1 Class A-1 Notes may be resold only to Persons who are QPs in compliance with the terms of the Series 2011-1 Class A-1 Note Purchase Agreement.
 
Section 4.2         Issuance of Series 2011-1 Class A-2 Notes.  The Series 2011-1 Class A-2 Notes may be offered and sold in the Series 2011-1 Class A-2 Initial Principal Amount on the Series 2011-1 Closing Date by the Co-Issuers pursuant to the Series 2011-1 Class A-2 Note Purchase Agreement.  The Series 2011-1 Class A-2 Notes will be resold initially only (A) in the United States to Persons who are both QIBs and QPs in reliance on Rule 144A and (B) outside the United States to QPs who are neither a U.S. person (as defined in Regulation S) (a “U.S. Person”) nor a U.S. resident (within the meaning of the Investment Company Act) (a “U.S. Resident”) in reliance on Regulation S.  The Series 2011-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein.  The Series 2011-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2011-1 Class A-2 Notes.  The Applicable Procedures shall be applicable to transfers of beneficial interests in the Series 2011-1 Class A-2 Notes.  The Series 2011-1 Class A-2 Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.
 
(a)        Restricted Global Notes.  The Series 2011-1 Class A-2 Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of one or
 

 
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more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-1 hereto, registered in the name of Cede & Co. (“Cede”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes of this Section 4.2 and Section 4.4, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.
 
(b)        Regulation S Global Notes and Unrestricted Global Notes.  Any Series 2011-1 Class A-2 Notes offered and sold on the Series 2011-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-2 hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear or Clearstream.  Until such time as the Restricted Period shall have terminated with respect to any Series 2011-1 Class A-2 Note, such Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 4.2 and Section 4.4, as the “Regulation S Global Notes.” After such time as the Restricted Period shall have terminated, the Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit A-­2-3 hereto, as hereinafter provided (collectively, for purposes of this Section 4.2 and Section 4.4, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.
 
(c)        Definitive Notes.  The Series 2011-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this Section 4.2 and Section 4.4 of this Series Supplement, the “Definitive Notes”) pursuant to Section 2.13 of the Base Indenture and this Section 4.2(c) in accordance with their terms and, upon complete exchange thereof, such Series 2011-1 Global Notes shall be surrendered for cancellation at the applicable Corporate Trust Office.
 
Section 4.3         Transfer Restrictions of Series 2011-1 Class A-1 Notes.
 
(a)        Subject to the terms of the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement, the holder of any Series 2011-1 Class A-1 Advance Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2011-1 Class A-1 Advance Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar
 

 
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in addition to, or in substitution for, STAMP, and accompanied by a certificate substantially in the form of Exhibit B-1 hereto; provided that if the holder of any Series 2011-1 Class A-1 Advance Note transfers, in whole or in part, its interest in any Series 2011-1 Class A-1 Advance Note pursuant to (i) an Assignment and Assumption Agreement substantially in the form of Exhibit B to the Series 2011-1 Class A-1 Note Purchase Agreement or (ii) an Investor Group Supplement substantially in the form of Exhibit C to the Series 2011-1 Class A-1 Note Purchase Agreement, then such Series 2011-1 Class A-1 Noteholder will not be required to submit a certificate substantially in the form of Exhibit B-1 hereto upon transfer of its interest in such Series 2011-1 Class A-1 Advance Note.  In exchange for any Series 2011-1 Class A-1 Advance Note properly presented for transfer, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2011-1 Class A-1 Advance Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Series 2011-1 Class A-1 Advance Note in part, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2011-1 Class A-1 Notes for the aggregate principal amount that was not transferred.  No transfer of any Series 2011-1 Class A-1 Advance Note shall be made unless the request for such transfer is made by the Series 2011-1 Class A-1 Noteholder at such office.  Neither the Co-Issuers nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of transferred Series 2011-1 Class A-1 Advance Notes, the Trustee shall recognize the holders of such Series 2011-1 Class A-1 Advance Note as Series 2011-1 Class A-1 Noteholders.
 
(b)        Subject to the terms of the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement, the Swingline Lender may transfer the Series 2011-1 Class A-1 Swingline Notes in whole but not in part by surrendering such Series 2011-1 Class A-1 Swingline Notes at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(d) of the Series 2011-1 Class A-1 Note Purchase Agreement.  In exchange for any Series 2011-1 Class A-1 Swingline Note properly presented for transfer, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, a Series 2011-1 Class A-1 Swingline Note for the same aggregate principal amount as was transferred.  No transfer of any Series 2011-1 Class A-1 Swingline Note shall be made unless the request for such transfer is made by the Swingline Lender at such office.  Neither the Co-Issuers nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of any transferred Series 2011-1 Class A-1 Swingline Note, the Trustee shall recognize the holder of such Series 2011-1 Class A-1 Swingline Note as a Series 2011-1 Class A-1 Noteholder.
 

 
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(c)        Subject to the terms of the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement, the L/C Provider may transfer any Series 2011-1 Class A-1 L/C Note in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2011-1 Class A-1 L/C Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(e) of the Series 2011-1 Class A-1 Note Purchase Agreement.  In exchange for any Series 2011-1 Class A-1 L/C Note properly presented for transfer, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2011-1 Class A-1 L/C Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Series 2011-1 Class A-1 L/C Note in part, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of transferor) to such address as the transferor may request, Series 2011-1 Class A-1 L/C Notes for the aggregate principal amount that was not transferred.  No transfer of any Series 2011-1 Class A-1 L/C Note shall be made unless the request for such transfer is made by the L/C Provider at such office.  Neither the Co-Issuers nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of any transferred Series 2011-1 Class A-1 L/C Note, the Trustee shall recognize the holder of such Series 2011-1 Class A-1 L/C Note as a Series 2011-1 Class A-1 Noteholder.
 
(d)        Each Series 2011-1 Class A-1 Note shall bear the following legend:
 
THE ISSUANCE AND SALE OF THIS SERIES 2011-1 CLASS A-1 NOTE (“THIS NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF THE CO-ISSUERS HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).  THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF MAY 20, 2011 BY AND AMONG THE CO-ISSUERS, THE MANAGER, THE SERIES 2011-1 CLASS A-1 INVESTORS, THE SERIES 2011-1 NOTEHOLDERS, THE
 

 
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SERIES 2011-1 SUBFACILITY LENDERS AND BARCLAYS BANK PLC AS ADMINISTRATIVE AGENT.
 
The required legend set forth above shall not be removed from the Series 2011-1 Class A-1 Notes except as provided herein.
 
Section 4.4         Transfer Restrictions of Series 2011-1 Class A-2 Notes.
 
(a)        A Series 2011-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 4.4(a) shall not prohibit any transfer of a Series 2011-1 Class A-2 Note that is issued in exchange for a Series 2011-1 Global Note in accordance with Section 2.8 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2011-1 Global Note effected in accordance with the other provisions of this Section 4.4.
 
(b)        The transfer by a Series 2011-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and a QP, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Co-Issuers as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.
 
(c)        If a Series 2011-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(c).  Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant's account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit B-2 hereto given by the Series 2011-1 Class A-2 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the
 

 
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account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.
 
(d)        If a Series 2011-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(d).  Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant's account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B-3 hereto given by the Series 2011-1 Class A-2 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.
 
(e)        If a Series 2011-1 Class A-2 Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(e).  Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant's account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a
 

 
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certificate in substantially the form set forth in Exhibit B-4 hereto given by such Series 2011-1 Class A-2 Note Owner holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.
 
(f)         In the event that a Series 2011-1 Global Note or any portion thereof is exchanged for Series 2011-1 Class A-2 Notes other than Series 2011-1 Global Notes, such other Series 2011-1 Class A-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2011-1 Class A-2 Notes that are not Series 2011-1 Global Notes or for a beneficial interest in a Series 2011-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from time to time by the Co-Issuers and the Registrar, which shall be substantially consistent with the provisions of Sections 4.4(a) through Section 4.4(e) and Section 4.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2011-1 Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures.
 
(g)        Until the termination of the Restricted Period with respect to any Series 2011-1 Class A-2 Note, interests in the Regulation S Global Notes representing such Series 2011-1 Class A-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 4.4(g) shall not prohibit any transfer in accordance with Section 4.4(d) of this Series Supplement.  After the expiration of the applicable Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications other than those set forth in this Section 4.4.
 
(h)        The Series 2011-1 Class A-2 Notes shall bear the following legend:
 
THE ISSUANCE AND SALE OF THIS SERIES 2011-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC OR SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SONIC CAPITAL LLC OR AN
 

 
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AFFILIATE THEREOF, (B) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.
 
BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF
 

 
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PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.
 
EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE (IF NOT AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.  EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A [REGULATION S GLOBAL NOTE] [RESTRICTED NOTE] OR [AN UNRESTRICTED NOTE] WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.
 
ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.
 
IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE
 

 
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BEEN BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER.  THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.
 
IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT.”  THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.
 
(i)         The Series 2011-1 Class A-2 Notes Regulation S Global Notes shall bear the following legend:
 
UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS A QUALIFIED PURCHASER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A QUALIFIED PURCHASER AND IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT.
 

 
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(j)         The Series 2011-1 Class A-2 Notes Global Notes shall bear the following legends:
 
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.
 
(k)        The required legends set forth above shall not be removed from the applicable Series 2011-1 Class A-2 Notes except as provided herein.  The legend required for a Series 2011-1 Class A-2 Restricted Note may be removed from such Series 2011-1 Class A-2 Restricted Note if there is delivered to the Co-Issuers and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by the Co-Issuers that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2011-1 Class A-2 Restricted Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer, on behalf of the Co-Issuers, shall authenticate and deliver in exchange for such Series 2011-1 Class A-2 Restricted Note a Series 2011-1 Class A-2 Note or Series 2011-1 Class A-2 Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Series 2011-1 Class A-2 Restricted Note has been removed from a Series 2011-1 Class A-2 Note as provided above, no other Series 2011-1 Class A-2 Note issued in exchange for all or any part of such Series 2011-1 Class A-2 Note shall bear such legend, unless the Co-Issuers have reasonable cause to believe that such other Series 2011-1 Class A-2 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.
 
Section 4.5         Section 3(c)(7) Procedures.
 
(a)         The Co-Issuers shall, upon two (2) Business Days' prior written notice, cause the Registrar to send, and the Registrar hereby agrees to send on at least an annual basis, a notice from the Co-Issuers to DTC in substantially the form of Exhibit C hereto (the “Important Section 3(c)(7) Notice”), with a request that DTC forward each such notice to the relevant DTC
 

 
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participants for further delivery to the Series 2011-1 Note Owners.  If DTC notifies the Co-Issuers or the Registrar that it will not forward such notices, the Co-Issuers will request DTC to deliver to the Co-Issuers a list of all DTC participants holding an interest in the Series 2011-1 Notes and the Registrar and Paying Agent will send the Important Section 3(c)(7) Notice directly to such participants.
 
(b)        The Co-Issuers will take the following steps in connection with the Series 2011-1 Notes:
 
(i)           The Co-Issuers will direct DTC to include the “3c7” marker in the DTC 20-character security descriptor and the 48-character additional descriptor for the Restricted Global Note in order to indicate that sales are limited to QIB/QPs.
 
(ii)           The Co-Issuers will direct DTC to cause each physical DTC deliver order ticket delivered by DTC to purchasers to contain the DTC 20-character security descriptor; and will direct DTC to cause each DTC deliver order ticket delivered by DTC to purchasers in electronic form to contain the “3c7” indicator and a related user manual for participants, which will contain a description of the relevant restrictions.
 
(iii)          The Co-Issuers will instruct DTC to send an Important Section 3(c)(7) Notice to all DTC participants in connection with the initial offering of the Series of 2011-1 Notes.
 
(iv)          The Co-Issuers will advise DTC that they are Section 3(c)(7) issuers and will request DTC to include the Restricted Global Note in DTC's “Reference Directory” of Section 3(c)(7) offerings and provide such participants with an Important Section 3(c)(7) Notice.
 
(v)          The Co-Issuers will direct Euroclear to include the “144A/3(c)(7)” marker in the name for the Restricted Global Note included in the Euroclear securities database in order to indicate that sales are limited to QIB/QPs.
 
(vi)          The Co-Issuers will direct Euroclear to cause each daily securities balance report and each daily securities transaction report delivered to Euroclear participants to contain the indicator “144A/3(c)(7)” in the name for the Restricted Global Note.
 
(vii)         The Co-Issuers will direct Euroclear to include a description of the Section 3(c)(7) restrictions for the Restricted Global Note in its New Issues Acceptance Guide.
 
(viii)        The Co-Issuers will instruct Euroclear to send an Important Section 3(c)(7) Notice to all Euroclear participants holding positions in the Restricted Global Note at least once every calendar year, substantially in the form of Exhibit C hereto.
 

 
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(ix)          The Co-Issuers will request Euroclear to include a “3(c)(7)” marker in the name for the Restricted Global Note included in the list of securities accepted in the Euroclear securities database made available to Euroclear participants.
 
(x)           The Co-Issuers will direct Clearstream to include the “144A/3(c)(7)” marker in the name for the Restricted Global Note included in the Clearstream securities database in order to indicate that sales are limited to QIB/QPs.
 
(xi)          The Co-Issuers will direct Clearstream to cause each daily portfolio report and each daily settlement report delivered to Clearstream participants to contain the indicator “144A/3(c)(7)” in the name for the Restricted Global Note.
 
(xii)         The Co-Issuers will direct Clearstream to include a description of the Section 3(c)(7) restrictions in its Customer Handbook.
 
(xiii)        The Co-Issuers will instruct Clearstream to send an Important Section 3(c)(7) Notice to all Clearstream participants holding positions in the Restricted Global Note at least once every calendar year, substantially in the form of Exhibit C hereto.
 
(xiv)        The Co-Issuers will request Clearstream to include a “3(c)(7)” marker in the name for the Restricted Global Note included in the list of securities accepted in the Clearstream securities' database made available to Clearstream participants.
 
(c)        Each time the Co-Issuers send an annual or other periodic report to Note Owners, and in any event at least once per calendar year, the Co-Issuers will provide a notice to Note Owners that:
 
(i)           each Note Owner must not be a Competitor and must be either (A) a QIB/QP or (B) a QP and neither a U.S. Person nor U.S. Resident, as applicable;
 
(ii)          each Note Owner must be able to make the representations set forth in clauses (a) through (j) of Section 4.6 of this Series Supplement;
 
(iii)          the Series 2011-1 Notes can be transferred only to transferees who are able to make the representations set forth in clauses (a) through (j) of Section 4.6 of this Series Supplement; and
 
(iv)          the Co-Issuers have the right to force any Note Owner who is a Competitor or who is not (A) a QIB/QP or (B) a QP and neither a U.S. Person nor U.S. Resident, as applicable, to sell or redeem the Series 2011-1 Notes.
 
From time to time the Co-Issuers shall request DTC, Euroclear and Clearstream to deliver to the Co-Issuers a list of their respective participants holding an interest in the Restricted
 

 
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Global Note.  The Co-Issuers shall send the report and the notice to participants identified by DTC, Euroclear and Clearstream with a request that participants pass them along to beneficial owners.
 
(d)        The Co-Issuers shall request third-party vendors that provide information on the Series 2011-1 Notes to include on screens maintained by such vendors appropriate legends regarding Rule 144A and Section 3(c)(7) restrictions.  Without limiting the foregoing:
 
(i)           the Co-Issuers will request Bloomberg, L.P. to include the following on each Bloomberg screen containing information about the Series 2011-1 Notes:
 
 
(A)
The “Note Box” on the bottom of the “Security Display” page describing the Series 2011-1 Notes should state: “Iss'd Under 144A/3c7.”
 
 
(B)
The “Security Display” page should have a flashing red indicator stating “See Other Available Information.”
 
 
(C)
Such indicator should link to an “Additional Security Information” page, which should state that the Series 2011-1 Notes “are being offered in reliance on the exemption from registration under Rule 144A to Persons that are both (i) qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (ii) qualified purchasers (as defined under Section 2(a)(51) under the Investment Company Act of 1940).”
 
(ii)           the Co-Issuers will request Reuters Group plc to input the following information in its system with respect to the Series 2011-1 Notes:
 
 
(A)
The security name field at the top of the Reuters Instrument Code screen should include a “144A-3c7” notation.
 
 
(B)
A <144A3c7Disclaimr> indicator should appear on the right side of the Reuters Instrument Code screen.
 
 
(C)
Such indicator should link to a disclaimer screen on which the following language will appear: “These securities may be sold or transferred only to persons who are both (i) qualified institutional buyers (as defined in Rule 144A under the Securities Act), and (ii) qualified purchasers (as defined under Section 2(a)(51) under the U.S. Investment Company Act of 1940).”
 
(e)        The Co-Issuers shall cause the “CUSIP” number obtained for the Series 2011-1 Notes to have an attached “fixed field” that contains “3c7” and “144A” indicators.
 

 
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Section 4.6         Note Owner Representations and Warranties.  Each Person who becomes a Note Owner of a beneficial interest in a Series 2011-1 Class A-2 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2011-1 Class A-2 Note as follows:
 
(a)        In the case of Series 2011-1 Class A-2 Notes acquired in the United States, that it is (i) a QIB/QP, (ii) aware that the sale to it is being made in reliance on Rule 144A and in reliance on Section 3(c)(7) of the Investment Company Act and (iii) acquiring such Series 2011-1 Class A-2 Notes for its own account or for the account of another person who is a QIB/QP with respect to which it exercises sole investment discretion.
 
(b)        In the case of Series 2011-1 Class A-2 Notes acquired outside of the United States, that it is (i) a QP, (ii) neither a U.S. Person nor a U.S. Resident, (iii) aware that the sale to it is being made in reliance on an exemption from the registration requirements of the Securities Act provided by Regulation S and in reliance on Section 3(c)(7) of the Investment Company Act, (iv) acquiring such Series 2011-1 Class A-2 Notes for its own account or the account of another person, who is a QP and is neither a U.S. Person nor a U.S. Resident, with respect to which it exercises sole investment discretion, and (v) not purchasing such Series 2011-1 Class A-2 Notes with a view to the resale, distribution or other disposition thereof in the United States or to a U.S. Person or a U.S. Resident.
 
(c)        It is not a broker-dealer of the type described in paragraph (a)(1)(ii) of Rule 144A which owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers.
 
(d)        It is not formed for the purpose of investing in the Series 2011-1 Class A-2 Notes, except where each beneficial owner is a QIB/QP (for Series 2011-1 Class A-2 Notes acquired in the United States) or a QP and neither a U.S. Person nor a U.S. Resident (for Series 2011-1 Class A-2 Notes acquired outside the United States).
 
(e)        It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2011-1 Class A-2 Notes.
 
(f)         It understands that the Co-Issuers, the Manager and the Servicer may receive a list of participants holding positions in the Series 2011-1 Class A-2 Notes from one or more book-entry depositories.
 
(g)        It understands that the Manager, the Co-Issuers, the Servicer and the Controlling Class Representative may receive a list of Note Owners that have requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee.
 
(h)        It will provide to each person to whom it transfers Series 2011-1 Class A-2 Notes notices of any restrictions on transfer of such Series 2011-1 Class A-2 Notes.
 
(i)         It is not a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan.
 

 
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(j)         If it is a Section 3(c)(1) or Section 3(c)(7) investment company, or a Section 7(d) foreign investment company relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act with respect to its U.S. holders, and was formed on or before April 30, 1996, it has received the necessary consent from its beneficial owners as required by the 1940 Act.
 
(k)        It is not a Competitor.
 
(l)         It understands that (i) the Series 2011-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, (ii) the Series 2011-1 Notes have not been registered under the Securities Act, (iii) such Series 2011-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) to an Affiliate of the Master Issuer, (B) in the United States to a Person who the seller reasonably believes is a QIB/QP in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (C) outside the United States to a Person who is neither a U.S. Person nor a U.S. Resident in a transaction meeting the requirements of Regulation S and who is not a Competitor or (D) to a Person who is a QP and is not a Competitor in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any state of the United States and any other jurisdiction, in each such case in accordance with the Indenture and any applicable securities laws of any state of the United States and (iv) it will, and each subsequent holder of a Series 2011-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 2011-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.
 
(m)       It understands that the certificates evidencing the Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.4(h) of this Series Supplement.
 
(n)        It understands that the certificates evidencing the Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.4(i) of this Series Supplement.
 
(o)        It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Sections 4.4(j) of this Series Supplement.
 
(p)        It is (i) not acquiring or holding the Series 2011-1 Class A-2 Notes (or any interest therein) for or on behalf, or with the assets of any Plan, account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Laws, or (ii) its purchase and holding of the Series 2011-1 Class A-2 Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.
 
(q)        It understands that any subsequent transfer of the Series 2011-1 Class A-2 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series
 

 
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2011-1 Class A-2 Notes or any interest therein except in compliance with such restrictions and conditions and the Securities Act.
 
ARTICLE V
 
GENERAL
 
Section 5.1         Information.  Pursuant to and in accordance with the Base Indenture, the Co-Issuers shall furnish, or cause to be furnished, a Monthly Noteholders' Statement with respect to the Series 2011-1 Notes to the Trustee, substantially in the form of Exhibit D hereto, and a Quarterly Noteholders’ Statement with respect to the Series 2011-1 Notes to the Trustee, substantially in the form of Exhibit E hereto, setting forth, inter alia, the following information with respect to the Payment Dates described in such Monthly Noteholder's Statement and Quarterly Noteholders’ Statement:
 
(i)            the total amount available to be distributed to Series 2011-1 Noteholders on such Payment Date;
 
(ii)           the amount of such distribution allocable to the payment of principal of each Class of the Series 2011-1 Notes;
 
(iii)          the amount of such distribution allocable to the payment of interest on each Class of the Series 2011-1 Notes;
 
(iv)           the amount of such distribution allocable to the payment of any Series 2011-1 Class A-2 Make-Whole Prepayment Premium, if any, on the Series 2011-1 Class A-2 Notes;
 
(v)            the amount of such distribution allocable to the payment of any fees or other amounts due to the Series 2011-1 Class A-1 Noteholders.
 
(vi)           whether, to the knowledge of the Co-Issuers, any Potential Rapid Amortization Event, Rapid Amortization Event, Default, Event of Default, Potential Manager Termination Event or Manager Termination Event has occurred, or any Cash Trapping Period is in effect, as of such Accounting Date;
 
(vii)          the Debt Service Coverage Ratio for such Payment Date and the 11 Payment Dates immediately preceding such Payment Date;
 
(viii)         the sum of Aggregate Franchise Drive-In Gross Sales and Aggregate Company-owned Drive-In Gross Sales as of the last day of the preceding Monthly Collection Period;
 
(ix)          the number of Open Drive-Ins as of the last day of the preceding Monthly Collection Period; and
 

 
37

 

 
(x)          the Series 2011-1 Available Interest Reserve Account Amount and the Cash Trap Reserve Amount, if any, in each case, as of the close of business on the last Business Day of the preceding Monthly Collection Period.
 
Any Series 2011-1 Noteholder may obtain copies of each Monthly Noteholders' Statement and Quarterly Noteholders’ Statement in accordance with the procedures set forth in Section 4.4 of the Base Indenture.
 
Section 5.2         Exhibits.  The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture.
 
Section 5.3         Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument.
 
Section 5.4         Certain Notices to the Rating Agencies.  The Co-Issuers shall provide to each Rating Agency a copy of each Opinion of Counsel and Officer's Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.
 
Section 5.5         Prior Notice by Trustee to the Controlling Class Representative and Control Party.  Subject to Section 10.1 of the Base Indenture, the Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default until after the Trustee has given prior written notice thereof to the Controlling Class Representative and the Control Party and obtained the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative).
 
Section 5.6         Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
 
Section 5.7         Governing Law.  THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
Section 5.8         Amendments.  This Series Supplement may not be modified or amended except in accordance with the terms of the Base Indenture.
 
Section 5.9         Entire Agreement.  This Agreement, together with the exhibits and schedules hereto and the other Indenture Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.
 
Section 5.10       Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2011-1 Notes theretofore
 

 
38

 

 
authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2011-1 Notes that have been replaced or paid) to the Trustee for cancellation and all Letters of Credit have been expired or been cash collateralized in full pursuant to the terms of the Series 2011-1 Class A-1 Note Purchase Agreement, (ii) all fees and expenses and other amounts under the Series 2011-1 Class A-1 Note Purchase Agreement have been paid in full and all Series 2011-1 Class A-1 Commitments have been terminated, and (iii) the Co-Issuers have paid all sums payable hereunder.
 
Section 5.11       Fiscal Year End.  The Co-Issuers shall not change their fiscal year end from August 31 to any other date.
 
[Signature Pages Follow]

 
39

 


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

 
SONIC CAPITAL LLC, as Co-Issuer
   
   
 
By:
/s/ Stephen C. Vaughan 
   
Name:
Stephen C. Vaughan 
   
Title:
Vice President 
   
   
 
SONIC INDUSTRIES LLC, as Co-Issuer
   
   
 
By:
/s/ Paige S. Bass 
   
Name:
Paige S. Bass 
   
Title:
Vice President 
   
   
 
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
     as Co-Issuer
   
   
 
By:
/s/ Charles B. Woods 
   
Name:
Charles B. Woods 
   
Title:
Vice President 
   
   
 
AMERICA'S DRIVE-IN RESTAURANTS LLC,
     as Co-Issuer
   
   
 
By:
/s/ Charles B. Woods 
   
Name:
Charles B. Woods 
   
Title:
Vice President 
   
 
 
 

 
 
   
 
SRI REAL ESTATE HOLDING LLC,
     as Co-Issuer
   
   
 
By:
/s/ Carolyn C. Cummins 
   
Name:
Carolyn C. Cummins 
   
Title:
Vice President 


 
SRI REAL ESTATE PROPERTIES LLC,
     as Co-Issuer
   
   
 
By:
/s/ Carolyn C. Cummins 
   
Name:
Carolyn C. Cummins 
   
Title:
Vice President 
   
   
 
CITIBANK, N.A.,
     in its capacity as Trustee and as
     Series 2011-1 Securities Intermediary
   
   
 
By:
 /s/ Jacqueline Suarez 
   
Name:
Jacqueline Suarez 
   
Title:
Vice President 
       



 
 

 

 
EXHIBIT A-1-1
 
FORM OF SERIES 2011-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1
SUBCLASS: SERIES 2011-1 CLASS A-1 ADVANCE NOTE
 
THE ISSUANCE AND SALE OF THIS SERIES 2011-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS "NOTE"), WHICH IS A SERIES 2011-1 CLASS A-1 ADVANCE NOTE, HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, AMERICA'S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE "CO-ISSUERS") HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").  THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF MAY 20, 2011 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE MANAGER, THE SERIES 2011-1 CLASS A-1 INVESTORS, THE SERIES 2011-1 NOTEHOLDERS, THE SERIES 2011-1 SUBFACILITY LENDERS AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT.
 

 
 

 

 
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO INCREASES AND DECREASES AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.
 
 
REGISTERED
 
No. R-A
up to $[___________]


 
SEE REVERSE FOR CERTAIN CONDITIONS
 
 
SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA'S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC
 
SERIES 2011-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1
SUBCLASS: SERIES 2011-1 CLASS A-1 ADVANCE NOTE
 
SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA'S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the "Co-Issuers"), for value received, hereby jointly and severally promise to pay to [____________] or registered assigns, up to the principal sum of [___________________________] DOLLARS ($[____________]) or such lesser amount as shall equal the portion of the Series 2011-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement.  Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on May 20, 2041 (the "Series 2011-1 Legal Final Maturity Date").  Pursuant to the Series 2011-1 Class A-1 Note Purchase Agreement and the Series 2011-1 Supplement, the principal amount of this Note may be subject to Increases or Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2011-1 Class A-1 Notes may be paid earlier than the Series 2011-1 Legal Final Maturity Date as described in the Indenture.  The Co-Issuers will pay interest on this Series 2011-1 Class A-1 Advance Note (this "Note") at the Series 2011-1 Class A-1 Note Rate for each
 

 
 

 

 
Interest Period in accordance with the terms of the Indenture.  Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2011 (each, a "Payment Date").  Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including May 20, 2011 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an "Interest Period").  Such amounts due on this Note with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture.  In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2011-1 Class A-1 Monthly Post-ARD Contingent Rate, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.  In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder's portion of the Undrawn Commitment Fees and other fees, costs and expense reimbursements, indemnification amounts and other amounts due and payable in accordance with the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement.
 
The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Increase and Decrease with respect thereto and the Series 2011-1 Class A-1 Note Rate applicable thereto.  Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed.  The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2011-1 Class A-1 Outstanding Principal Amount.
 
The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.
 
This Note is subject to mandatory and optional prepayment as set forth in the Indenture.
 
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.  Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee.  A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Global Transaction Services – Sonic Series 2011-1.  To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.
 

 
 

 

 
Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.
 
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
 
[Remainder of page intentionally left blank]
 

 
 

 

 
IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
 
Date:                                   
 
 
SONIC CAPITAL LLC, as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SONIC INDUSTRIES LLC, as Co-Issuer
   
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN RESTAURANTS LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SRI REAL ESTATE HOLDINGS LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 


 
 

 


 
SRI REAL ESTATE PROPERTIES LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 


 
 

 

 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Series 2011-1 Class A-1 Advance Notes issued under the within-mentioned Indenture.

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


 
 

 

 
[REVERSE OF NOTE]
 
This Note is one of a duly authorized issue of Series 2011-1 Class A-1 Notes of the Co-Issuers designated as their Series 2011-1 Variable Funding Senior Notes, Class A-1 (herein called the "Series 2011-1 Class A-1 Notes"), and is one of the Subclass thereof designated as the Series 2011-1 Class A-1 Advance Notes (herein called the "Series 2011-1 Class A-1 Advance Notes"), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the "Base Indenture"), among the Co-Issuers and Citibank, N.A., as trustee (the "Trustee", which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2011-1 Supplement to the Base Indenture, dated as of May 20, 2011 (the "Series 2011-1 Supplement"), among the Co-Issuers and the Trustee.  The Base Indenture and the Series 2011-1 Supplement are referred to herein as the "Indenture".  The Series 2011-1 Class A-1 Advance Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.
 
The Series 2011-1 Class A-1 Advance Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.
 
As provided for in the Indenture, the Series 2011-1 Class A-1 Advance Notes may be prepaid, in whole or in part, at the option of the Co-Issuers.  In addition, the Series 2011-1 Class A-1 Advance Notes are subject to mandatory prepayment as provided for in the Indenture.  As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2011-1 Legal Final Maturity Date.  Subject to the terms and conditions of the Series 2011-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2011-1 Class A-1 Advance Notes will be made pro rata to the holders of Series 2011-1 Class A-1 Advance Notes entitled thereto based on the amounts due to such holders.
 
Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.
 
Interest and fees and contingent interest, if any, will each accrue on the Series 2011-1 Class A-1 Advance Notes at the rates set forth in the Indenture.  Such amounts will be computed on the basis set forth in the Indenture.  Amounts payable on the Series 2011-1 Class A-1 Advance Notes on each Payment Date will be calculated as set forth in the Indenture.
 
Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.
 
If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.
 
Unless otherwise specified in the Series 2011-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2011-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available
 

 
 

 

 
funds released by the Paying Agent from the Series 2011-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2011-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2011-1 Class A-1 Noteholder at the address for such Series 2011-1 Class A-1 Noteholder appearing in the Note Register if such Series 2011-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2011-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2011-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2011-1 Class A-1 Note at the applicable Corporate Trust Office.
 
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2011-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2011-1 Supplement, and thereupon one or more new Series 2011-1 Class A-1 Advance Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
 
Each Series 2011-1 Class A-1 Noteholder, by acceptance of a Series 2011-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2011-1 Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.
 
It is the intent of the Co-Issuers and each Series 2011-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2011-1 Class A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral.  Each Series 2011-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
 

 
 

 

 
The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2011-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied.  The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2011-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2011-1 Class A-1 Noteholders.  The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2011-1 Class A-1 Noteholders.  Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2011-1 Class A-1 Noteholder and upon all future Series 2011-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.
 
The term "Co-Issuer" as used in this Note includes any successor to the Co-Issuers under the Indenture.
 
The Series 2011-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.
 
This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
[Remainder of page intentionally left blank]


 
 

 

 
ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee: ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
 
 
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , ___________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated: ______________                    By:__________________________1

 
 
Signature Guaranteed:
   
   
   
 


 
1
NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.
 

 
 

 

 
INCREASES AND DECREASES
 
Date
Unpaid
Principal
Amount
Increase
Decrease
Total
Series
2011-1
Class A-1
Note Rate
Interest Period
(if applicable)
Notation
Made by
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               


 
 

 


 
EXHIBIT A-1-2
 
FORM OF SERIES 2011-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1
SUBCLASS: SERIES 2011-1 CLASS A-1 SWINGLINE NOTE
 
THE ISSUANCE AND SALE OF THIS SERIES 2011-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS "NOTE"), WHICH IS A SERIES 2011-1 CLASS A-1 SWINGLINE NOTE, HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, AMERICA'S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE "CO-ISSUERS") HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").  THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF MAY 20, 2011 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE MANAGER, THE SERIES 2011-1 CLASS A-1 INVESTORS, THE SERIES 2011-1 NOTEHOLDERS, THE SERIES 2011-1 SUBFACILITY LENDERS AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT.


 
 

 

 
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.
 
REGISTERED
 
No. R-S-
up to $[__________]
 

 
SEE REVERSE FOR CERTAIN CONDITIONS
 
SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA'S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC
SRI REAL ESTATE PROPERTIES LLC
SERIES 2011-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1
SUBCLASS: SERIES 2011-1 CLASS A-1 SWINGLINE NOTE
 
SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA'S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the "Co-Issuers"), for value received, hereby jointly and severally promise to pay to [____________] or registered assigns, up to the principal sum of [_____________________________]  DOLLARS ($[____________]) or such lesser amount as shall equal the portion of the Series 2011-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement.  Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on May 20, 2041 (the "Series 2011-1 Legal Final Maturity Date").  Pursuant to the Series 2011-1 Class A-1 Note Purchase Agreement and the Series 2011-1 Supplement, the principal amount of this
 

 
 

 

 
Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2011-1 Class A-1 Notes may be paid earlier than the Series 2011-1 Legal Final Maturity Date as described in the Indenture.  The Co-Issuers will pay interest on this Series 2011-1 Class A-1 Swingline Note (this "Note") at the Series 2011-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture.  Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2011 (each, a "Payment Date").  Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including May 20, 2011 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an "Interest Period").  Such amounts due with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture.  In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2011-1 Class A-1 Monthly Post-ARD Contingent Rate and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.  In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder's portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement.
 
The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Subfacility Increase and Subfacility Decrease with respect thereto and the Series 2011-1 Class A-1 Note Rate applicable thereto.  Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed.  The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2011-1 Class A-1 Outstanding Principal Amount.
 
The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.
 
This Note is subject to mandatory and optional prepayment as set forth in the Indenture.
 
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.  Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits,
 

 
 

 

 
obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee.  A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Global Transaction Services – Sonic Series 2011-1.  To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.
 
Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.
 
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
 
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IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
 
Date:                                   
 
SONIC CAPITAL LLC, as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SONIC INDUSTRIES LLC, as Co-Issuer
   
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN RESTAURANTS LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SRI REAL ESTATE HOLDINGS LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 


 
 

 


 
SRI REAL ESTATE PROPERTIES LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 
 

 
 

 

 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Series 2011-1 Class A-1 Swingline Notes issued under the within-mentioned Indenture.

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



 
 

 

 
[REVERSE OF NOTE]
 
This Note is one of a duly authorized issue of Series 2011-1 Class A-1 Notes of the Co-Issuers designated as their Series 2011-1 Variable Funding Senior Notes, Class A-1 (herein called the "Series 2011-1 Class A-1 Notes"), and is one of the Subclass thereof designated as the Series 2011-1 Class A-1 Swingline Notes (herein called the "Series 2011-1 Class A-1 Swingline Notes"), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the "Base Indenture"), among the Co-Issuers and Citibank, N.A., as trustee (the "Trustee", which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2011-1 Supplement to the Base Indenture, dated as of May 20, 2011 (the "Series 2011-1 Supplement"), among the Co-Issuers and the Trustee.  The Base Indenture and the Series 2011-1 Supplement are referred to herein as the "Indenture".  The Series 2011-1 Class A-1 Swingline Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.
 
The Series 2011-1 Class A-1 Swingline Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.
 
As provided for in the Indenture, the Series 2011-1 Class A-1 Swingline Notes may be prepaid, in whole or in part, at the option of the Co-Issuers.  In addition, the Series 2011-1 Class A-1 Swingline Notes are subject to mandatory prepayment as provided for in the Indenture.  As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2011-1 Legal Final Maturity Date.  .  Subject to the terms and conditions of the Series 2011 1 Class A 1 Note Purchase Agreement, all payments of principal of the Series 2011-1 Class A-1 Swingline Notes will be made pro rata to the holders of Series 2011-1 Class A-1 Swingline Notes entitled thereto based on the amounts due to such holders.
 
Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.
 
Interest and contingent interest, if any, will each accrue on the Series 2011-1 Class A-1 Swingline Notes at the rates set forth in the Indenture.  The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture.  Amounts payable on the Series 2011-1 Class A-1 Swingline Notes on each Payment Date will be calculated as set forth in the Indenture.
 
Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.
 
If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.
 
Unless otherwise specified in the Series 2011-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2011-1 Class A-1 Noteholders of record on the
 

 
 

 

 
preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Series 2011-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2011-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2011-1 Class A-1 Noteholder at the address for such Series 2011-1 Class A-1 Noteholder appearing in the Note Register if such Series 2011-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2011-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2011-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2011-1 Class A-1 Note at the applicable Corporate Trust Office.
 
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2011-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2011-1 Supplement, and thereupon one or more new Series 2011-1 Class A-1 Swingline Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
 
Each Series 2011-1 Class A-1 Noteholder, by acceptance of a Series 2011-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2011-1 Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.
 
It is the intent of the Co-Issuers and each Series 2011-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2011-1 Class A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral.  Each Series 2011-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
 

 
 

 

 
The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2011-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied.  The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2011-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2011-1 Class A-1 Noteholders.  The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2011-1 Class A-1 Noteholders.  Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2011-1 Class A-1 Noteholder and upon all future Series 2011-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.
 
The term "Co-Issuer" as used in this Note includes any successor to the Co-Issuers under the Indenture.
 
The Series 2011-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.
 
This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
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ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee: ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
 
 
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , ___________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated: ______________                    By:__________________________1
 
 
 
Signature Guaranteed:
   
   
   



 
1
NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.
 

 
 

 

 
INCREASES AND DECREASES
 
Date
Unpaid
Principal
Amount
Subfacility
Increase
Subfacility
Decrease
Total
Series
2011-1
Class A-1
Note Rate
Interest Period
(if applicable)
Notation
Made by
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               


 
 

 

 
EXHIBIT A-1-3
 
FORM OF SERIES 2011-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1
SUBCLASS: SERIES 2011-1 CLASS A-1 L/C NOTE
 
THE ISSUANCE AND SALE OF THIS SERIES 2011-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS "NOTE"), WHICH IS A SERIES 2011-1 CLASS A-1 L/C NOTE, HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, AMERICA'S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE "CO-ISSUERS") HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").  THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF MAY 20, 2011 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE MANAGER, THE SERIES 2011-1 CLASS A-1 INVESTORS, THE SERIES 2011-1 NOTEHOLDERS, THE SERIES 2011-1 SUBFACILITY LENDERS AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT.


 
 

 

 
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ALL L/C OBLIGATIONS RELATING TO LETTERS OF CREDIT ISSUED BY THE HOLDER OF THIS NOTE (WHETHER IN RESPECT OF UNDRAWN L/C FACE AMOUNTS OR UNREIMBURSED L/C DRAWINGS) SHALL BE DEEMED TO BE PRINCIPAL OUTSTANDING UNDER THIS NOTE FOR ALL PURPOSES OF THIS AGREEMENT, THE INDENTURE AND THE OTHER RELATED DOCUMENTS OTHER THAN (I) THE CALCULATION OF UNDRAWN COMMITMENT FEES AND (II) IN THE CASE OF UNDRAWN L/C FACE AMOUNTS, FOR PURPOSES OF ACCRUAL OF INTEREST.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.
 
REGISTERED
 
No. R-L
up to $[__________]
 
 
SEE REVERSE FOR CERTAIN CONDITIONS
 
SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA'S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC
 
SERIES 2011-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1
SUBCLASS: SERIES 2011-1 CLASS A-1 L/C NOTE
 
SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA'S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the "Co-Issuers"), for value received, hereby jointly and severally promise to pay to [___________] or registered assigns, up to the principal sum of [________________________] DOLLARS ($[___________]) or such lesser amount as shall equal the portion of the Series 2011-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the
 

 
 

 

 
Series 2011-1 Class A-1 Note Purchase Agreement.  Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on May 20, 2041 (the "Series 2011-1 Legal Final Maturity Date").  The initial outstanding principal amount of this Note shall equal the Series 2011-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount.  Pursuant to the Series 2011-1 Class A-1 Note Purchase Agreement and the Series 2011-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2011-1 Class A-1 Notes may be paid earlier than the Series 2011-1 Legal Final Maturity Date as described in the Indenture.  The Co-Issuers will pay interest on this Series 2011-1 Class A-1 L/C Note (this "Note") at the Series 2011-1 Class A-1 Note Rate and the Series 2011-1 Class A-1 L/C Fees, in each case, for each Interest Period in accordance with the terms of the Indenture.  Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2011 (each, a "Payment Date").  Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including May 20, 2011 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an "Interest Period").  Such amounts due on this Note with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture.  In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest and fees on this Note at the Series 2011-1 Class A-1 Monthly Post-ARD Contingent Interest Rate and such contingent interest and fees shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.  In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder's portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement.
 
The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Increase and Decrease with respect thereto and the Series 2011-1 Class A-1 Note Rate applicable thereto.  Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed.  The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2011-1 Class A-1 Outstanding Principal Amount.
 
The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.
 
This Note is subject to mandatory and optional prepayment as set forth in the Indenture.
 

 
 

 

 
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.  Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee.  A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Global Transaction Services — Sonic Series 2011-1.  To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.
 
Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.
 
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
 
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IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
 
Date: [                                 ]

 
SONIC CAPITAL LLC, as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SONIC INDUSTRIES LLC, as Co-Issuer
   
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN RESTAURANTS LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SRI REAL ESTATE HOLDINGS LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 


 
 

 


 
SRI REAL ESTATE PROPERTIES LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 
 

 
 

 

 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Series 2011-1 Class A-1 L/C Notes issued under the within-mentioned Indenture.

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



 
 

 

 
[REVERSE OF NOTE]
 
This Note is one of a duly authorized issue of Series 2011-1 Class A-1 Notes of the Co-Issuers designated as their Series 2011-1 Variable Funding Senior Notes, Class A-1 (herein called the "Series 2011-1 Class A-1 Notes"), and is one of the Subclass thereof designated as the Series 2011-1 Class A-1 L/C Notes (herein called the "Series 2011-1 Class A-1 L/C Notes"), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the "Base Indenture"), among the Co-Issuers and Citibank, N.A., as trustee (the "Trustee", which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2011-1 Supplement to the Base Indenture, dated as of May 20, 2011 (the "Series 2011-1 Supplement"), among the Co-Issuers and the Trustee.  The Base Indenture and the Series 2011-1 Supplement are referred to herein as the "Indenture".  The Series 2011-1 Class A-1 L/C Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.
 
The Series 2011-1 Class A-1 L/C Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.
 
All L/C Obligations relating to Letters of Credit issued by the holder of this Note (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under this Note for all purposes of this Agreement, the Indenture and the other Related Documents other than (i) the calculation of Undrawn Commitment Fees and (ii) in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest.  As provided for in the Indenture, the Series 2011-1 Class A-1 L/C Notes may be prepaid, in whole or in part, at the option of the Co-Issuers.  In addition, the Series 2011-1 Class A-1 L/C Notes are subject to mandatory prepayment as provided for in the Indenture.  As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2011-1 Legal Final Maturity Date.  .  Subject to the terms and conditions of the Series 2011 1 Class A 1 Note Purchase Agreement, all payments of principal of the Series 2011-1 Class A-1 L/C Notes will be made pro rata to the holders of Series 2011-1 Class A-1 L/C Notes entitled thereto based on the amounts due to such holders.
 
Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.
 
Interest and fees and contingent interest and fees, if any, will each accrue on the Series 2011-1 Class A-1 L/C Notes at the rates set forth in the Indenture.  Such amounts will be computed on the basis set forth in the Indenture.  Amounts payable on the Series 2011-1 Class A-1 L/C Notes on each Payment Date will be calculated as set forth in the Indenture.
 
Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.
 

 
 

 

 
If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.
 
Unless otherwise specified in the Series 2011-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2011-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Series 2011-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2011-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2011-1 Class A-1 Noteholder at the address for such Series 2011-1 Class A-1 Noteholder appearing in the Note Register if such Series 2011-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2011-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2011-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2011-1 Class A-1 Note at the applicable Corporate Trust Office.
 
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2011-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2011-1 Supplement, and thereupon one or more new Series 2011-1 Class A-1 L/C Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
 
Each Series 2011-1 Class A-1 Noteholder, by acceptance of a Series 2011-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2011-1 Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.
 
It is the intent of the Co-Issuers and each Series 2011-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2011-1 Class A-1
 

 
 

 

 
Notes will evidence indebtedness of the Co-Issuers secured by the Collateral.  Each Series 2011-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
 
The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2011-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied.  The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2011-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2011-1 Class A-1 Noteholders.  The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2011-1 Class A-1 Noteholders.  Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2011-1 Class A-1 Noteholder and upon all future Series 2011-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.
 
The term "Co-Issuer" as used in this Note includes any successor to the Co-Issuers under the Indenture.
 
The Series 2011-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.
 
This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
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ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee: ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
 
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , ___________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
 
Dated: ______________                    By:__________________________1

 
 
 
Signature Guaranteed:
   
   
   



 
1
NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.
 

 
 

 

 
INCREASES AND DECREASES
 
Date
Unpaid
Principal
Amount
Subfacility
Increase
Subfacility
Decrease
Total
Series
2011-1
Class A-1
Note Rate
Interest Period
(if applicable)
Notation
Made by
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               



 
 

 


 
EXHIBIT A-2-1
 
THE ISSUANCE AND SALE OF THIS RESTRICTED GLOBAL SERIES 2011-1 CLASS A-2 NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC OR SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SONIC CAPITAL LLC OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS A NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.
 
BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR
 

 
 

 

 
THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.
 
EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE (IF NOT AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.  EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.
 
ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.
 
IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN BOTH A
 

 
 

 

 
QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER.  THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.
 
IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT.”  THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.
 
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.
 

 
 

 

 
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.
 
FORM OF RESTRICTED GLOBAL SERIES 2011-1 CLASS A-2 NOTE
 
No. R-
up to $[___________]
 

 
SEE REVERSE FOR CERTAIN CONDITIONS
 
 
CUSIP Number: 83546D AA6
ISIN Number: US83546DAA63


 
SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA'S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC
 
5.438% FIXED RATE SERIES 2011-1 SENIOR NOTES, CLASS A-2
 
SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA'S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the "Co-Issuers"), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of [_____________________] DOLLARS ($[____________]) as provided below and in the Indenture referred to herein.  Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on May 20, 2041 (the "Series 2011-1 Legal Final Maturity Date").  The Co-Issuers will pay interest on this Restricted Global Series 2011-1 Class A-2 Note (this "Note") at the Series 2011-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the Indenture.  Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2011 (each, a
 

 
 

 

 
"Payment Date").  Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including May 20, 2011 to but excluding the first Payment Date and (ii) thereafter, the period from and including a Payment Date to but excluding the following Payment Date (each, an "Interest Period").  Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months.  In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest Rate, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.
 
This Note is subject to mandatory and optional prepayment as set forth in the Indenture.
 
Interests in this Note are exchangeable or transferable in whole or in part for interests in a Regulation S Global Note or an Unrestricted Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes.  Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 4.2(c) of the Series 2011-1 Supplement.
 
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.  Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee.  A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Global Transaction Services – Sonic Series 2011-1.  To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.
 
Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.
 
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
 

 
 

 
 
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IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
 
Date:                                  

 
SONIC CAPITAL LLC, as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SONIC INDUSTRIES LLC, as Co-Issuer
   
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN RESTAURANTS LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
 

 

 
 
SRI REAL ESTATE HOLDINGS LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 


 
SRI REAL ESTATE PROPERTIES LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 
 

 
 

 

 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Series 2011-1 Class A-2 Notes issued under the within-mentioned Indenture.

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

 
 

 

 
[REVERSE OF NOTE]
 
This Note is one of a duly authorized issue of Series 2011-1 Class A-2 Notes of the Co-Issuers designated as their 5.438% Fixed Rate Series 2011-1 Senior Notes, Class A-2 (herein called the "Series 2011-1 Class A-2 Notes"), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the "Base Indenture"), among the Co-Issuers and Citibank, N.A., as trustee (the "Trustee", which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2011-1 Supplement to the Base Indenture, dated as of May 20, 2011 (the "Series 2011-1 Supplement"), among the Co-Issuers and the Trustee.  The Base Indenture and the Series 2011-1 Supplement are referred to herein as the "Indenture".  The Series 2011-1 Class A-2 Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.
 
The Series 2011-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.
 
The Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.
 
As provided for in the Indenture, the Series 2011-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers.  In addition, the Series 2011-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture.  In certain circumstances, the Co-Issuers will be obligated to pay the Series 2011-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2011-1 Class A-2 Notes as described in the Indenture.  As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2011-1 Legal Final Maturity Date.  All payments of principal of the Series 2011-1 Class A-2 Notes will be made pro rata to the Series 2011-1 Class A-2 Noteholders entitled thereto.
 
Principal of and interest on this Note which is payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.
 
Interest and contingent interest, if any, will each accrue on the Series 2011-1 Class A-2 Notes at the rates set forth in the Indenture.  The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture.  The amount of interest payable on the Series 2011-1 Class A-2 Notes on each Payment Date will be calculated as set forth in the Indenture.
 
Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.
 
If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.
 

 
 

 

 
Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee.
 
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2011-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2011-1 Supplement, and thereupon one or more new Series 2011-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
 
Each Series 2011-1 Class A-2 Noteholder, by acceptance of a Series 2011-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2011-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.
 
It is the intent of the Co-Issuers and each Series 2011-1 Class A-2 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2011-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral.  Each Series 2011-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
 
The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2011-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied.  The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2011-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2011-1 Class A-2 Noteholders.  The Indenture also contains provisions permitting the
 

 
 

 

 
Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2011-1 Class A-2 Noteholders.  Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2011-1 Class A-2 Noteholder and upon all future Series 2011-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.
 
The term "Co-Issuer" as used in this Note includes any successor to the Co-Issuers under the Indenture.
 
The Series 2011-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.
 
This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 

 
 

 

 
ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee: ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
 
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , ___________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated: ______________                    By:__________________________1
 
 
 
Signature Guaranteed:
   
   
   
 


 
1
NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.
 

 
 

 

SCHEDULE OF EXCHANGES IN RESTRICTED GLOBAL SERIES 2011-1
CLASS A-2 NOTE
 
The initial principal balanc of this Restricted Global Series 2011-1 Class A-2 Note is $[____________].  The following exchanges of an interest in this Restricted Global Series 2011-1 Class A-2 Note for an interest in a corresponding Regulation S Global Series 2011-1 Class A-2 Note or an Unrestricted Global Series 2011-1 Class A-2 Note have been made:
 
Date
 
Amount of Increase (or Decrease) in the Principal Amount of this Restricted Global Note
 
Remaining Principal Amount of this Restricted Global Note following the Increase or Decrease
 
Signature of Authorized Officer of Trustee or Registrar
             
             
             
             
             
             
             
             
             
 

 
 

 


 
EXHIBIT A-2-2
 
THE ISSUANCE AND SALE OF THIS REGULATION S GLOBAL SERIES 2011-1 CLASS A-2 NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC OR SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SONIC CAPITAL LLC OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.
 
BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR
 

 
 

 

 
THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.
 
UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS A QUALIFIED PURCHASER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A QUALIFIED PURCHASER AND IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT.
 
EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE (IF NOT AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR
 

 
 

 

 
AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.  EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A RESTRICTED NOTE OR AN UNRESTRICTED NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.
 
ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.
 
IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER.  THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.
 
IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT.”  THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.
 
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
 

 
 

 
 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

 
 

 

 
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.
 
FORM OF REGULATION S GLOBAL SERIES 2011-1 CLASS A-2 NOTE
 
 
No. R-
up to $[____________]
 
 
SEE REVERSE FOR CERTAIN CONDITIONS
 
CUSIP Number: U83549 AA0
ISIN Number: USU83549AA05
Common Code: [              ]

 
SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA'S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC
SRI REAL ESTATE PROPERTIES LLC
 
5.438% FIXED RATE SERIES 2011-1 SENIOR NOTES, CLASS A-2
 
SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA'S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the "Co-Issuers"), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of [____________________] DOLLARS ($[_____________]) as provided below and in the Indenture referred to herein.  Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on May 20, 2041 (the "Series 2011-1 Legal Final Maturity Date").  The Co-Issuers will pay interest on this Restricted Global Series 2011-1 Class A-2 Note (this "Note") at the Series 2011-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the Indenture.  Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day,
 

 
 

 

 
the next succeeding Business Day) of each calendar month, commencing June 20, 2011 (each, a "Payment Date").  Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including May 20, 2011 to but excluding the first Payment Date and (ii) thereafter, the period from and including a Payment Date to but excluding the following Payment Date (each, an "Interest Period").  Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months.  In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2011-1 Class A-2 Monthly Post-ARD Contingent Interest Rate, as applicable, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.
 
This Note is subject to mandatory and optional prepayment as set forth in the Indenture.
 
Interests in this Note are exchangeable or transferable in whole or in part for interests in a Restricted Global Note or an Unrestricted Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes.  Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 4.2(c) of the Series 2011-1 Supplement.
 
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.  Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee.  A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Global Transaction Services — Sonic Series 2011-1.  To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.
 
Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.
 

 
 

 

 
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
 
[Remainder of page intentionally left blank]
 

 
 

 

 
IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
 
Date:                                  

 
SONIC CAPITAL LLC, as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SONIC INDUSTRIES LLC, as Co-Issuer
   
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN RESTAURANTS LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SRI REAL ESTATE HOLDINGS LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 


 
SRI REAL ESTATE PROPERTIES LLC,
as Co-Issuer


 
 

 

 
   
 
By:
 
   
Name:
 
   
Title:
 
 

 
 

 

 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Series 2011-1 Class A-2 Notes issued under the within-mentioned Indenture.

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

 
 

 

 
[REVERSE OF NOTE]
 
This Note is one of a duly authorized issue of Series 2011-1 Class A-2 Notes of the Co-Issuers designated as their 5.438% Fixed Rate Series 2011-1 Senior Notes, Class A-2 (herein called the "Series 2011-1 Class A-2 Notes"), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the "Base Indenture"), among the Co-Issuers and Citibank, N.A., as trustee (the "Trustee", which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2011-1 Supplement to the Base Indenture, dated as of May 20, 2011 (the "Series 2011-1 Supplement"), among the Co-Issuers and the Trustee.  The Base Indenture and the Series 2011-1 Supplement are referred to herein as the "Indenture".  The Series 2011-1 Class A-2 Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.
 
The Series 2011-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.
 
The Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.
 
As provided for in the Indenture, the Series 2011-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers.  In addition, the Series 2011-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture.  In certain circumstances, the Co-Issuers will be obligated to pay the Series 2011-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2011-1 Class A-2 Notes as described in the Indenture.  As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2011-1 Legal Final Maturity Date.  All payments of principal of the Series 2011-1 Class A-2 Notes will be made pro rata to the Series 2011-1 Class A-2 Noteholders entitled thereto.
 
Principal of and interest on this Note which is payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.
 
Interest and contingent interest, if any, will each accrue on the Series 2011-1 Class A-2 Notes at the rates set forth in the Indenture.  The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture.  The amount of interest payable on the Series 2011-1 Class A-2 Notes on each Payment Date will be calculated as set forth in the Indenture.
 
Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.
 
If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.
 

 
 

 

 
Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee.
 
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2011-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2011-1 Supplement, and thereupon one or more new Series 2011-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
 
Each Series 2011-1 Class A-2 Noteholder, by acceptance of a Series 2011-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2011-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.
 
It is the intent of the Co-Issuers and each Series 2011-1 Class A-2 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2011-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral.  Each Series 2011-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
 
The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2011-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied.  The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2011-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2011-1 Class A-2 Noteholders.  The Indenture also contains provisions permitting the
 

 
 

 

 
Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2011-1 Class A-2 Noteholders.  Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2011-1 Class A-2 Noteholder and upon all future Series 2011-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.
 
The term "Co-Issuer" as used in this Note includes any successor to the Co-Issuers under the Indenture.
 
The Series 2011-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.
 
This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 

 
 

 

 
ASSIGNMENT
 
 
Social Security or taxpayer I.D. or other identifying number of assignee: ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
 
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , ___________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated: ______________                    By:__________________________1

 
 
 
Signature Guaranteed:
   
   
   

 




 
1
NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.
 

 
 

 

 
SCHEDULE OF EXCHANGES IN REGULATION S GLOBAL SERIES 2011-1
CLASS A-2 NOTE
 
The initial principal balance of this Regulation S Global Series 2011-1 Class A-2 Note is $[____________].  The following exchanges of an interest in this Regulation S Global Series 2011-1 Class A-2 Note for an interest in a corresponding Restricted Global Series 2011-1 Class A-2 Note or an Unrestricted Global Series 2011-1 Class A-2 Note have been made:
 
 
Date
 
Amount of Increase (or Decrease) in the Principal Amount of this Regulation S Global Note
 
Remaining Principal Amount of this Regulation S Global Note following the Increase or Decrease
 
Signature of Authorized Officer of Trustee or Registrar
             
             
             
             
             
             
             
             
             

 
 

 


 
EXHIBIT A-2-3
 
THE ISSUANCE AND SALE OF THIS UNRESTRICTED GLOBAL SERIES 2011-1 CLASS A-2 NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC OR SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SONIC CAPITAL LLC OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS A NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.
 
BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR
 

 
 

 

 
THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT.
 
EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE (IF NOT AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.  EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR A RESTRICTED NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.
 
ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.
 
IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN BOTH A
 

 
 

 

 
QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER.  THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR.
 
IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT.”  THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR.
 
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.
 

 
 

 

 
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.
 
FORM OF UNRESTRICTED GLOBAL SERIES 2011-1 CLASS A-2 NOTE
 
 
No. R-
up to $[____________]

 
SEE REVERSE FOR CERTAIN CONDITIONS
 
CUSIP Number: U83549 AA0
ISIN Number: USU83549AA05
Common Code: [                ]

 
SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA'S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC
 
5.438% FIXED RATE SERIES 2011-1 SENIOR NOTES, CLASS A-2
 
SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA'S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the "Co-Issuers"), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of [________________________] DOLLARS ($[____________]) as provided below and in the Indenture referred to herein.
 
Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on May 20, 2041 (the "Series 2011-1 Legal Final Maturity Date").  The Co-Issuers will pay interest on this Unrestricted Global Series 2011-1 Class A-2 Note (this "Note") at the Series
 

 
 

 

 
2011-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the Indenture.  Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2011 (each, a "Payment Date").  Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including May 20, 2011 to but excluding the first Payment Date and (ii) thereafter, the period from and including a Payment Date to but excluding the following Payment Date (each, an "Interest Period").  Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months.  In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2011-1 Class A-2 Monthly Post-ARD Contingent Rate, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.
 
This Note is subject to mandatory and optional prepayment as set forth in the Indenture.
 
Interests in this Note are exchangeable or transferable in whole or in part for interests in a Restricted Global Note or a Regulation S Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes.  Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 4.2(c) of the Series 2011-1 Supplement.
 
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.  Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee.  A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Global Transaction Services — Sonic Series 2011-1.  To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.
 
Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.
 

 
 

 

 
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
 
[Remainder of page intentionally left blank]
 


 
 

 

 
IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
 
Date:                                   

 
SONIC CAPITAL LLC, as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SONIC INDUSTRIES LLC, as Co-Issuer
   
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN BRAND PROPERTIES LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
AMERICA'S DRIVE-IN RESTAURANTS LLC,
as Co-Issuer
   
   
 
By:
 
   
Name:
 
   
Title:
 


 
SRI REAL ESTATE HOLDINGS LLC,
as Co-Issuer
   
 
By:
 
   
Name:
 
   
Title:
 


 
SRI REAL ESTATE PROPERTIES LLC,
as Co-Issuer


 
 

 


   
 
By:
 
   
Name:
 
   
Title:
 


 
 

 

 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Series 2011-1 Class A-2 Notes issued under the within-mentioned Indenture.

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

 
 

 

 
[REVERSE OF NOTE]
 
This Note is one of a duly authorized issue of Series 2011-1 Class A-2 Notes of the Co-Issuers designated as their 5.438% Fixed Rate Series 2011-1 Senior Notes, Class A-2 (herein called the "Series 2011-1 Class A-2 Notes"), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the "Base Indenture"), among the Co-Issuers and Citibank, N.A., as trustee (the "Trustee", which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2011-1 Supplement to the Base Indenture, dated as of May 20, 2011 (the "Series 2011-1 Supplement"), among the Co-Issuers and the Trustee.  The Base Indenture and the Series 2011-1 Supplement are referred to herein as the "Indenture".  The Series 2011-1 Class A-2 Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.
 
The Series 2011-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.
 
The Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.
 
As provided for in the Indenture, the Series 2011-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers.  In addition, the Series 2011-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture.  In certain circumstances, the Co-Issuers will be obligated to pay the Series 2011-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2011-1 Class A-2 Notes as described in the Indenture.  As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2011-1 Legal Final Maturity Date.  All payments of principal of the Series 2011-1 Class A-2 Notes will be made pro rata to the Series 2011-1 Class A-2 Noteholders entitled thereto.
 
Principal of and interest on this Note which is payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.
 
Interest and contingent interest, if any, will each accrue on the Series 2011-1 Class A-2 Notes at the rates set forth in the Indenture.  The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture.  The amount of interest payable on the Series 2011-1 Class A-2 Notes on each Payment Date will be calculated as set forth in the Indenture.
 
Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.
 
If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.
 

 
 

 

 
Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee.
 
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2011-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2011-1 Supplement, and thereupon one or more new Series 2011-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
 
Each Series 2011-1 Class A-2 Noteholder, by acceptance of a Series 2011-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2011-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.
 
It is the intent of the Co-Issuers and each Series 2011-1 Class A-2 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2011-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral.  Each Series 2011-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.
 
The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2011-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied.  The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2011-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2011-1 Class A-2 Noteholders.  The Indenture also contains provisions permitting the
 

 
 

 

 
Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2011-1 Class A-2 Noteholders.  Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2011-1 Class A-2 Noteholder and upon all future Series 2011-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.
 
The term "Co-Issuer" as used in this Note includes any successor to the Co-Issuers under the Indenture.
 
The Series 2011-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.
 
This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 

 
 

 

 
ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee: ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
 
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , ___________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated: ______________                    By:__________________________1

 
 
 
Signature Guaranteed:
   
   
   




 
1
NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever.
 

 
 

 

 
SCHEDULE OF EXCHANGES IN UNRESTRICTED GLOBAL SERIES 2011-1
CLASS A-2 NOTE
 
The initial principal balance of this Unrestricted Global Series 2011-1 Class A-2 Note is $[____________].  The following exchanges of an interest in this Unrestricted Global Series 2011-1 Class A-2 Note for an interest in a corresponding Restricted Global Series 2011-1 Class A-2 Note or a Regulation S Global Series 2011-1 Class A-2 Note have been made:
 
 
Date
 
Amount of Increase (or Decrease) in the Principal Amount of this Unrestricted Global Note
 
Remaining Principal Amount of this Unrestricted Global Note following the Increase or Decrease
 
Signature of Authorized Officer of Trustee or Registrar
             
             
             
             
             
             
             
             
             

 
 

 


 
EXHIBIT B-1
 
FORM OF TRANSFER CERTIFICATE FOR TRANSFERS
OF SERIES 2011-1 CLASS A-1 NOTES
 
 
Citibank, N.A.,
  as Trustee
111 Wall Street, 15th Floor
New York, New York 10005
Attention: Window
 
Re:
SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, AMERICA'S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC, SRI REAL ESTATE PROPERTIES LLC Series 2011-1 Variable Funding Senior Notes, Class A-1 Subclass: Series 2011-1 Class A-1 [Advance] [Swingline] [L/C] Notes (the "Notes")
 
Reference is hereby made to (i) the Base Indenture, dated as of May 20, 2011 (the "Base Indenture"), among Sonic Capital LLC, Sonic Industries LLC, America's Drive-In Brand Properties LLC, America's Drive-In Restaurants LLC, SRI Real Estate Holding LLC, SRI Real Estate Properties LLC, as co-issuers (the "Co-Issuers") and Citibank, N.A., as trustee (the "Trustee") and (ii) the Series 2011-1 Supplement to the Base Indenture, dated as of May 20, 2011 (the "Supplement" and, together with the Base Indenture, the "Indenture").  Capitalized terms used but not defined herein shall have the meanings assigned to them pursuant to the Indenture or the Series 2011-1 Class A-1 Note Purchase Agreement, as applicable.
 
This certificate relates to U.S. $                   aggregate principal amount of Notes registered in the name of                    [name of transferor] (the "Transferor"), who wishes to effect the transfer of such Notes in exchange for an equivalent principal amount of Notes of the same Subclass in the name of                    [name of transferee] (the "Transferee").
 
In connection with such request, and in respect of such Notes, the Transferee does hereby certify that either (A) it is an Affiliate of the Master Issuer or (B) such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Series 2011-1 Class A-1 Note Purchase Agreement, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor.
 
In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Co-Issuers and the Trustee that either it is an Affiliate of the Master Issuer, or:
 
1.           it has had an opportunity to discuss the Co-Issuers' and the Manager's business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Co-Issuers and the Manager and their respective representatives;
 

 
 

 

 
2.           it is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2011-1 Class A-1 Notes;
 
3.           it is purchasing the Series 2011-1 Class A-1 Notes for its own account, or for the account of one or more "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in paragraph (2) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act with respect to the Series 2011-1 Class A-1 Notes;
 
4.           it understands that (i) the Series 2011-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, (ii) the Co-Issuers are not required to register the Series 2011-1 Class A-1 Notes, (iii) any transferee must be a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act and not a Competitor and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.3 of the Series 2011-1 Supplement and Section 9.03 or 9.17, as applicable, of the Series 2011-1 Class A-1 Note Purchase Agreement;
 
5.           it will comply with the requirements of paragraph (4) above in connection with any transfer by it of the Series 2011-1 Class A-1 Notes;
 
6.           it understands that the Series 2011-1 Class A-1 Notes will bear the legend set out in the applicable form of Series 2011-1 Class A-1 Notes attached to the Series 2011-1 Supplement and be subject to the restrictions on transfer described in such legend;
 
7.           it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2011-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs;
 
8.           it is not a Competitor; and
 
9.           it is:
 
___ (check if applicable) a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code") and a properly completed and signed Internal Revenue Service ("IRS") Form W-9 (or applicable successor form) is attached hereto; or
 

 
 

 

 
___ (check if applicable) not a "United States person" within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.
 
The Transferee understands that the Co-Issuers, the Trustee and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby, and the Transferee hereby consents to such reliance and authorization.

 
[Name of Transferee]
   
 
By:
 
   
Name:
 
   
Title:
 
 
Dated:  __________ __, ____
 
Taxpayer Identification Number:
Address for Notices:
Wire Instructions for Payments:
 
Bank:                                                                     
 
Address:                                                                
 
Bank ABA #:                                                        
Tel:                                          
Account No.:                                                         
Fax:                                         
FAO:                                                                     
Attn.:                                       
Attention:                                                              
 
 
Registered Name (if Nominee):
 
cc:
Sonic Capital LLC
 
Sonic Industries LLC
 
SRI Real Estate Holding LLC
 
SRI Real Estate Properties LLC
 
America's Drive-In Brand Properties LLC
 
America's Drive-In Restaurants LLC
 
300 Johnny Bench Drive
 
Oklahoma City, OK 73104
 
Attn: General Counsel
 

 
 

 

 
EXHIBIT B-2
 
FORM OF TRANSFER CERTIFICATE FOR TRANSFERS
OF INTERESTS IN RESTRICTED GLOBAL NOTES TO
INTERESTS IN REGULATION S GLOBAL NOTES
 
 
Citibank, N.A.,
  as Trustee
111 Wall Street, 15th Floor
New York, New York 10005
Attention: Window
 
Re:
SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA'S DRIVE-IN BRAND PROPERTIES LLC, AMERICA'S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC, SRI REAL ESTATE PROPERTIES LLC $500,000,000 5.438% Fixed Rate Series 2011-1 Senior Notes, Class A-2 (the "Notes")
 
Reference is hereby made to (i) the Base Indenture, dated as of May 20, 2011 (the "Base Indenture"), among Sonic Capital LLC, Sonic Industries LLC, America's Drive-In Brand Properties LLC, America's Drive-In Restaurants LLC, SRI Real Estate Holding LLC, SRI Real Estate Properties LLC, as co-issuers (the "Co-Issuers") and Citibank, N.A., as trustee (the "Trustee") and (ii) the Series 2011-1 Supplement to the Base Indenture, dated as of May 20, 2011 (the "Supplement" and, together with the Base Indenture, the "Indenture").  Capitalized terms used but not defined herein shall have the meanings assigned to them pursuant to the Indenture.
 
This certificate relates to U.S. $                   aggregate principal amount of Notes which are held in the form of an interest in a Restricted Global Note with DTC (CUSIP (CINS) No.                   ) in the name of                    [name of transferor] (the "Transferor"), who wishes to effect the transfer of such Notes in exchange for an equivalent beneficial interest in a Regulation S Global Note in the name of                    [name of transferee] (the "Transferee").
 
In connection with such request, and in respect of such Notes, the Transferee does hereby certify that either (A) the Transferee is an Affiliate of the Master Issuer or (B) such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Offering Memorandum dated May 12, 2011, relating to the Notes, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor.
 
In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Co-Issuers, the Registrar and the Trustee that either the Transferee is an Affiliate of the Master Issuer, or:
 
1.           the Transferee is a Qualified Purchaser within the meaning of Section 2(a)(51) of the Investment Company Act;
 

 
 

 

 
2.           the offer of the Notes was not made to a Person in the United States;
 
3.           at the time the buy order was originated, the Transferee was outside the United States;
 
4.           no directed selling efforts have been made in contravention of the requirements of Rule 903(a) or 904(a) of Regulation S, as applicable;
 
5.           the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and the Transferee is aware that the sale to it is being made in reliance on an exemption from the registration requirements of the 1933 Act provided by Regulation S and in reliance on Section 3(c)(7) of the Investment Company Act;
 
6.           the Transferee is neither a U.S. person (as defined in Regulation S) nor a U.S. resident (within the meaning of the Investment Company Act);
 
7.           if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or (3) or Rule 904(b)(1) of Regulation S are applicable thereto, the Transferee confirms that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or (3) or Rule 904(b)(1), as the case may be;
 
8.           the Transferee is acquiring the Notes for its own account or the account of another person, who is a Qualified Purchaser and is neither a U.S. Person nor a U.S. Resident, with respect to which it exercises sole investment discretion;
 
9.           the Transferee is not purchasing such Offered Notes with a view to the resale, distribution or other disposition thereof in the United States or to a U.S. Person or a U.S. Resident;
 
10.         the Transferee is not a broker-dealer of the type described in paragraph (a)(1)(ii) of Rule 144A that owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers;
 
11.         the Transferee is not formed for the purpose of investing in the Notes, except where each beneficial owner is a Qualified Purchaser and neither a U.S. Person nor a U.S. Resident;
 
12.         the Transferee will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Notes;
 
13.         the Transferee understands that the Manager, the Co-Issuers and the Servicer may receive a list of participants holding positions in the Notes from one or more book-entry depositories;
 
14.         the Transferee understands that the Manager, the Co-Issuers, the Servicer and the Controlling Class Representative may receive a list of Note Owners that have requested access to the password-protected website of the Trustee or that have voluntarily registered as a Note Owner with the Trustee;
 

 
 

 

 
15.         the Transferee will provide to each person to whom it transfers Notes notices of any restrictions on transfer of such Notes;
 
16.         the Transferee is not a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144 A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144 A that holds the assets of such a plan;
 
17.         if the Transferee is a Section 3(c)(1) or Section 3(c)(7) investment company, or a Section 7(d) foreign investment company relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act with respect to its U.S. holders, and was formed on or before April 30,1996, it has received the necessary consent from its beneficial owners as required by the 1940 Act;
 
18.         it is not a Competitor;
 
19.         either (i) it is not acquiring or holding the Notes (or any interest therein) for or on behalf, or with the assets of any Plan, account or other arrangement that is subject to ERISA, Section 4975 of the Code or provisions under any Similar Laws, or (ii) its purchase and holding of the Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law; and
 
20.         it is:
 
___ (check if applicable) a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code") and a properly completed and signed Internal Revenue Service ("IRS") Form W-9 (or applicable successor form) is attached hereto; or
 
___ (check if applicable) not a "United States person" within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.
 
The representations made pursuant to clause 7 above shall be deemed to be made on each day from the date the Transferee acquires any interest in any Note through and including the date on which such Transferee disposes of its interest in the applicable Note.  The Transferee agrees to provide prompt written notice to each of the Co-Issuers, the Registrar and the Trustee of any change of the status of the Transferee that would cause it to breach the representations made in clause 7 above.  The Transferee further agrees to indemnify and hold harmless the Co-Issuers, the Trustee, the Registrar and the Initial Purchasers and their respective affiliates from any cost, damage or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties and agreements in this clause and clause 7 above.  Any purported transfer of the Notes (or interest therein) that does not comply with the requirements of this clause and clause 7 above shall be null and void ab initio.
 

 
 

 

 
The Transferee understands that the Co-Issuers, the Trustee, the Registrar and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby, and the Transferee hereby consents to such reliance and authorization.
 
 
[Name of Transferee]
   
 
By:
 
   
Name:
 
   
Title:
 
 
Dated:  __________ __, ____
 
Taxpayer Identification Number:
Address for Notices:
Wire Instructions for Payments:
 
Bank:                                                                     
 
Address:                                                                
 
Bank ABA #:                                                        
Tel:                                          
Account No.:                                                         
Fax:                                         
FAO:                                                                     
Attn.:                                       
Attention:                                                              
 
 
Registered Name (if Nominee):
 
cc:
Sonic Capital LLC
 
Sonic Industries LLC
 
SRI Real Estate Holding LLC
 
SRI Real Estate Properties LLC
 
America's Drive-In Brand Properties LLC
 
America's Drive-In Restaurants LLC