Common use of Notes Issuable in Series Clause in Contracts

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture Notes. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture Notes of a new Series of Indenture Notes may from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVF. (c) Prior to the issuance of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture Notes of a new Series of Indenture Notes may from time to time be executed by ZVF HVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF HVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF HVF and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, Agency that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF HVF dated as of the applicable Series Closing Date to the effect that (A) no Amortization Event, Limited Liquidation Event of Default Default, Potential Amortization Event or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such the new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Manufacturer Event of Default, Operating Lease Event of Default, Potential Operating Lease Event of Default or Potential Operating Lease Manufacturer Event of Default is continuing or will occur as a result of the issuance of such the new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF Hertz Vehicles LLC, HGI, HVF or the Intermediary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVFHVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF HVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVFHVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFHVF. (c) Prior to the issuance of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. Any series of Class A-1 Notes may be uncertificated if provided for in the related Series Supplement. (b) Indenture So long as each of the certifications described in clause (iii)(I) and clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee (or with respect to Uncertificated Notes, registered) upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (except in the case of the issuance of the Series of Notes on the Series 2015-1 Closing Date or such shorter time as is acceptable to the Trusteein connection with a Series Refinancing Event) in advance of the related Series Closing Date (which Company Request will be revocable by the Co-Issuers upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Co-Issuers to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery (or with respect to Uncertificated Notes, registration) of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreementin the case of any Additional Notes, if any, executed by each there is one or more Series of Notes Outstanding (apart from such Additional Notes) on the applicable Series Closing Date (unless all Series of Notes Outstanding (apart from such Additional Notes) will be repaid in full from the proceeds of the parties thereto, other than issuance of the TrusteeAdditional Notes or otherwise on the applicable Series Closing Date): (A) no Cash Trapping Period is in effect or will commence as a result of the issuance of such Additional Notes; (ivB) written confirmation from each Rating Agency, if any, either the Co-Issuers or their respective Managers that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture such Additional Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have has been satisfied with respect to such issuancesatisfied; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (AC) no Limited Liquidation Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the issuance of such new Series of Additional Notes, ; (BD) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred and is continuing or will occur as a result of the issuance of such new Additional Notes; (E) the New Series of Notes Pro Forma DSCR is greater than or equal to 2.00:1.00; (F) the Senior Leverage Ratio and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing Driven Brands Leverage Ratio as of the date of applicable Series Closing Date are each less than or equal to 7.00:1.00 after giving pro forma effect to the issuance of such new Series Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (G) (i) prior to the Amendment No. 5 Trigger Date, the anticipated repayment date for such Additional Notes will not be prior to the anticipated repayment date of any Class of Notes or will occur as a result then Outstanding (other than in the case of the an issuance of such new Series of Notes Class A-1 Notes) and (ii) that on and after the Amendment No. 5 Trigger Date, [RESERVED]; (H) the legal final maturity date for such Additional Notes will remain Outstanding immediately following not be prior to the issuance legal final maturity of such new Series any Class of Notes and then Outstanding; (DI) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery one or more Officers’ Certificates, each executed by an Authorized Officer of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Noteseach Co-Issuer, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date Date, certifying to the matters set forth in clauses (A) through (H) above and to the effect that that: (1) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Additional Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such Additional Notes have been satisfiedsatisfied or waived; (vi2) a Tax Opinionthe Guarantee and Collateral Agreements are in full force and effect as to such Additional Notes; (vii3) evidence that each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such Related the Transaction Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal, state or state Canadian bankruptcy or insolvency or similar law; and (4) all representations and warranties of the Co-Issuers in this Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date in all material respects); (viiiJ) unless otherwise specified in the related proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement; (K) all costs, an Opinion fees and expenses with respect to the issuance of such new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of such new Series of Notes; and (L) if such new Series of Notes includes Subordinated Debt, the terms of such new Series of Notes include the Subordinated Debt Provisions to the extent applicable. (iv) a Tax Opinion, dated the applicable Series Closing Date; provided that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of the issuance of such new Series of Notes or otherwise on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the definition of “Tax Opinion” will be required to be given in connection with the issuance of such new Series of Notes; (v) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the such new Series of Indenture Notes are permitted to be authenticated (or registered in the case of Uncertificated Notes, and all conditions precedent provided for in ) by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied with2015-1 Closing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized each Co-Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFsuch Co-Issuer, enforceable against such Co-Issuer in accordance with its terms; (C) such new Series of Notes have been duly authorized by each Co-Issuer, subject and, when such Notes have been duly authenticated and delivered (or registered in the case of Uncertificated Notes) by the Trustee, such Notes will be legal, valid and binding obligations of such Co-Issuer, enforceable against such Co-Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the Investment Company Act within the meaning of Section 3(a)(1) thereof; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreements on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreements, insolvencyand such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (F) (x) based on a reasoned analysis, reorganizationthe assets and liabilities of each U.S. Securitization Entity as a debtor in a bankruptcy proceeding in the United States would not be substantively consolidated with the assets and liabilities of the U.S. Manager, moratorium and other similar laws affecting creditors’ rights generally (y) based on a reasoned analysis, the assets and liabilities of each Canadian Securitization Entity as a debtor in a bankruptcy or insolvency proceeding in Canada would not be substantively consolidated with the assets and liabilities of DBI or the Canadian Manager; (G) neither the execution and delivery by each Co-Issuer of such Notes (or registration in the case of Uncertificated Notes) and the Series Supplement nor the performance by such Co-Issuer of its respective obligations under each of such Notes and the Series Supplement (i) conflicts with the Charter Documents of such Co-Issuer, (ii) constitutes a violation of, or a default under, any material agreement to general principles which such Co-Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to such Co-Issuer (which orders and decrees may be set forth in a schedule to such opinion); (H) neither the execution and delivery by each Co-Issuer of equitysuch Notes (or registration in the case of Uncertificated Notes) and the Series Supplement nor the performance by such Co-Issuer of its respective payment obligations under each of such Notes and the Series Supplement (i) violates any law, rule or regulation of any relevant jurisdiction or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding or investigation pending or threatened against DBI or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to have a Material Adverse Effect on the business or assets of the Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of such Notes by the Co-Issuers to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the Securities Act; and (ixK) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture (except that no such Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Series 2015-1 Closing Date); (vi) one or more Officers’ Certificates, each executed by an Authorized Officer of each Co-Issuer, dated as of the applicable Series Closing Date to the effect that: (A) the related Series Supplement has been duly authorized, executed and delivered by such Co-Issuers and constitutes a legal, valid and binding agreement of such Co-Issuer, enforceable against such Co-Issuer in accordance with its terms; and (B) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and (vii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliverdeliver (or register in the case of Uncertificated Notes), as provided above, such Series of Indenture Additional Notes upon execution thereof by ZVFthe Co-Issuers. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes. (e) The issuance of Additional Notes shall not be subject to the issuance consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee Transaction Documents, including acquisitions and ZVF shall not issue any Series refinancings of Indenture Notes if acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture Notes. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture Notes of a new Series of Indenture Notes may from time to time be executed by ZVF HVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF HVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF HVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, Agency that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF HVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such a new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such a new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such the new Series of Notes or will occur as a result of the issuance of such the new Series of Notes and (ii) that will remain Outstanding immediately following not be refinanced with the proceeds of the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such the new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF Hertz Vehicles LLC, HGI, HVF or the Intermediary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVFHVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF HVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVFHVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFHVF. (c) Prior to the issuance of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series an Indenture Supplement. (b) Indenture Notes of a new Series of Indenture Notes may from time to time may be executed by ZVF the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon the receipt by the Indenture Trustee of a Company an Issuer Request at least two (2) Business Days (or or, in the case of the initial Series of Notes, on the Series Closing Date for such Series of Notes and, in the case of any other Series of Notes, such shorter time as is acceptable to the Indenture Trustee) in advance of the related Series Closing Date and upon delivery by ZVF the Issuer to the Indenture Trustee, and receipt by the Indenture Trustee, of the following: (i) a Company an Issuer Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Indenture Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Invested Amount (or the method for calculating the such Initial Principal Invested Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flows to such Series), if any, with respect to such new Series of Indenture NotesSeries; (ii) a Series an Indenture Supplement satisfying the criteria set forth in this Section 2.3 2.2(b) executed by ZVF and the Trustee Issuer and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trusteea Tax Opinion; (iv) written confirmation from each Rating Agency, if any, Agency that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as the Issuer, that after giving effect to the issuance of such new Series of Notes on the applicable related Series Closing Date to the effect that Date, (Ai) no Limited Liquidation neither an Amortization Event of Default or Enhancement Deficiency nor a Potential Amortization Event with respect to any Series of Notes Outstanding (other than any Series of Notes that will be refinanced with the proceeds of such new Series of Notes) is continuing or will occur as a result of such issuance, (ii) the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from will not result in any breach of any of the Required Noteholders terms, conditions or provisions of each Series or constitute a default under any indenture, mortgage, deed of Notes (i) with respect trust or other agreement or instrument to which an Amortization Event the Issuer is a party or Potential Amortization Event by which it or its property is continuing as bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which the date of the issuance of such new Series of Notes Issuer is a party or will occur as a result of the issuance of such new Series of Notes and by which it or its property may be bound or to which it or its property may be subject, (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (Diii) all conditions precedent provided in this Base Indenture and the related Series Indenture Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied complied with, and (yiv) solely all representations and warranties of the Issuer set forth in connection with the issuance of Indenture and each Transaction Document are true and correct in all material respects (to the extent any such representations and warranties do not incorporate a Segregated Series of Notes, an Officer’s Certificate of ZVF dated materiality limitation in their terms) as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied;Date. (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Indenture Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVF. (c) Prior In conjunction with the issuance of a new Series of Notes, the parties hereto shall execute an Indenture Supplement, which shall specify the relevant terms with respect to such newly issued Series of Notes, which may include without limitation: (i) its name or designation; (ii) the Initial Invested Amount of such Series or the method of calculating the Initial Invested Amount of such Series; (iii) the Note Rate (or formula for the determination thereof) with respect to such Series; (iv) the Series Closing Date; (v) each Rating Agency rating such Series, if any; (vi) the name of the Clearing Agency, if any; (vii) the interest payment date or dates and the date or dates from which interest shall accrue; (viii) the Legal Final Payment Date and the Series Termination Date; (ix) the method of allocating Collections with respect to such Series, including the Invested Percentage; (x) the method by which the principal amount of Notes of such Series shall amortize or accrete; (xi) the names of any Series Accounts to be used by such Series and the terms governing the operation of any such accounts and the use of moneys therein; (xii) the Series Servicing Fee and the Series Backup Servicing Fee; (xiii) the terms on which the Notes of such Series may be redeemed, repurchased or remarketed to other investors; (xiv) any deposit of funds to be made into any Series Account on the Series Closing Date; (xv) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class; (xvi) the priority of any Series of Notes with respect to any other Series of Notes; (xvii) the interest rate xxxxxx required to be maintained with respect to such Series, if any; and (xviii) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance by an Affiliate Issuer) that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of any such new Series of Notes (all such terms, the “Principal Terms” of such Series). The terms of such Indenture Supplement may modify or amend the terms of this Base Indenture solely as applied to such new Series of Notes. (d) Unless otherwise specified in a Series Supplement for a new Series of Notes, ZVF shall review the estimated costs and expenses Issuer may direct the Indenture Trustee to deposit all or a portion of the net proceeds from the issuance of such issuance with the Lessee and ZVF shall not issue any new Series of Indenture Notes if into a Series Account for another Series of Notes and may specify that the Lessee shall have notified ZVF proceeds from the sale of its objection such new Series of Notes may be used to such costs and expensesreduce the Invested Amount of another Series of Notes.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture Notes. Each Series of Indenture Notes shall be created issued as a single Series of Notes, including any Class, Subclass or Tranche of such Notes. The Series of Notes shall be issued pursuant to a Series Supplement. For the avoidance of doubt, the Series 2024-1 Notes will be the only Series of Notes to be issued by a the Issuer pursuant to this Base Indenture or the Series Supplement. (b) Indenture Notes of a new In accordance with the Series of Indenture Supplement, the Notes may from time to time be executed by ZVF the Issuer and delivered to the Trustee for authentication and thereupon thereupon, subject to Section 2.2(c), the same shall be authenticated and delivered by the Trustee upon the receipt performance or delivery by the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable Issuer to the Trustee) in advance of Trustee and the related Series Closing Date and upon delivery by ZVF to the TrusteeControl Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing (A) the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series Notes and (B) the use of Indenture Notesproceeds to repay all existing Indebtedness of the Issuer under the Base Indenture, dated as of October 1, 2021, between the Issuer and UMB Bank, N.A, and each of the series supplements executed thereunder (the “Previous Indenture”); (ii) a the Series Supplement for such Notes satisfying the criteria set forth in Section 2.3 executed by ZVF the Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee[reserved]; (iv) written confirmation from each Rating Agencya Tax Opinion dated the Series Closing Date for the Super Senior Notes, if any, that the Rating Agency Condition with respect to each Series of Indenture Senior Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of and the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Senior Subordinated Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default one or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required Notes are permitted to be delivered hereunder and thereunder for authenticated by the Trustee pursuant to authenticate and deliver the new Series terms of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied withClosing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Issuer, enforceable against the Issuer in accordance with its terms; (C) such Notes have been duly authorized by the Issuer, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered as an “investment company” under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such Notes; (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of FAT Brands or the Manager in a manner prejudicial to Noteholders; (G) neither the execution and delivery by the Issuer of such Notes and the Series Supplement nor the performance by the Issuer of its obligations under each of the Notes and the Series Supplement, reorganizationconflicts with the Charter Documents of the Issuer; (H) neither the execution and delivery by the Issuer of such Notes and the Series Supplement nor the performance by the Issuer of their payment obligations under each of such Notes and the Series Supplement: (i) violates any law, moratorium rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and other similar laws affecting creditors’ rights generally authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to general principles a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Issuer to the initial purchaser(s) thereof or by the initial purchaser(s) to the initial investors in such Notes to register such Notes under the 1933 Act; and (ixJ) all conditions precedent to such issuance have been satisfied and that the Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and (vi) such other documents, instruments, certifications, agreements or other items as the Trustee or the Control Party may reasonably require. . (c) Upon satisfaction receipt of such conditionsa Company Order in accordance with, and subject to, Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVF. (cthe Issuer. Notwithstanding anything contained herein or in any Supplement to the contrary, the Trustee shall be entitled to conclusively rely on, and shall be fully protected in so relying on, the Issuer’s delivery of the executed Notes as evidence that the conditions set forth in Section 2.2(b) Prior have been satisfied and the Trustee shall in no event be required to make inquiry or investigation as to whether the conditions set forth in Section 2.2(b) have been satisfied or waived. The closing of the issuance of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF Notes may (but shall not issue any Series of Indenture Notes if be required to) be effected through an escrow arrangement on terms acceptable to the Lessee shall have notified ZVF of its objection to such costs Trustee, the Control Party and expensesIssuer.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. A Series of Notes may include separate Classes, Subclasses or Tranches as set forth in the Series Supplement for such Series. Any reference to a Series shall, unless the context requires otherwise, also include any Class, Subclass or Tranche of such Series. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may may, from time to time time, be executed by ZVF the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request Order at least two three (23) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order may be delivered at the end of such Business Day and shall be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Master Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 2.03 executed by ZVF the Master Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the parties theretonew Series of Notes or otherwise on the applicable Series Closing Date), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, the Manager that the Rating Agency Condition with respect to the issuance of such Additional Notes is satisfied; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of Indenture Notes Outstanding the parties thereto in compliance with Section 8.33; (other than any such Series vi) one or more Officer’s Certificates, each executed by an Authorized Officer of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing the Master Issuer, dated as of the date applicable Series Closing Date to the effect that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (B) the new Series Holdco Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of Indenture such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (vD) all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (xother than any representation or warranty that, by its terms, is made only as of an earlier date); (E) solely no Cash Trapping Period is in connection with effect or will commence as a result of the issuance of a the new Series of Notes, an Officer’s Certificate of ZVF dated as of ; (F) the applicable New Series Closing Date Pro Forma DSCR is greater than or equal to the effect that 2.00x; (AG) no Limited Liquidation Manager Termination Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new any Series of Notes and Outstanding or the Series Supplement relating thereto without such consents (Cif any) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in are required under this Base Indenture and or the related Series Supplement for such Series; (I) all costs, fees and expenses with respect to the authentication and delivery issuance of the new Series of Notes have been satisfied and (y) solely or relating to the actions taken in connection with the such issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of that are required to be paid on the applicable Series Closing Date to have been paid or will be paid from the effect that proceeds of the issuance of the new Series of Notes; (J) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes provided in this Base Indenture, the Series Supplement for such Series and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfiedsatisfied or waived; (viK) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such new Series of Notes; (viiL) evidence if such new Series of Notes includes Subordinated Notes, the terms of any such new Series of Notes include the Subordinated Notes Provisions to the extent applicable; (M) the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity of any Class of Senior Notes then Outstanding; provided, that the legal final maturity of any new Class A-1 Notes may be prior to the legal final maturity of any Class of Senior Notes (other than Class A-1 Notes that will not be simultaneously repaid) then Outstanding; (N) the legal final maturity date for any new Class of Senior Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes or any Class of Senior Subordinated Notes then Outstanding; (O) the legal final maturity date for any new Class of Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding; (P) each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; (Q) there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities; and (R) if such issuance is of a Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.07(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein; provided that none of the conditions set forth in the foregoing clauses (A), (B), (C), (E), (F), (G), (H), (M), (N), and (O) of this clause (vi) shall apply and no Officer’s Certificates shall be required to include such representations under this clause (vi), in each case, if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.01(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in the related Series Supplement, an Opinion one or more Opinions of Counsel, supported by one or more Officer’s Certificates, addressed to the Trustee and the Control Party, subject to the customary assumptions and qualifications stated thereinqualifications, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.02(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement for such Series (or to the extent applicable, any Variable Funding Note Purchase Agreement) and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement with respect for such Series (or to the authentication and delivery of the new Series of Indenture Notes have been complied withextent applicable, any Variable Funding Note Purchase Agreement); (B) the related Series Supplement has for such Series and any Variable Funding Note Purchase Agreement have been duly authorized, executed and delivered by ZVFthe Master Issuer and constitute valid and binding agreements of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (C) the such new Series of Indenture Notes has have been duly authorized and executed by the Master Issuer, and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (D) none of the provisions of Securitization Entities is required to be registered under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the related Series Supplement, will constitute valid, binding Guarantee and enforceable obligations Collateral Agreement on the Collateral remain perfected or recorded as of ZVF entitled such date to the benefits of extent required by this Base Indenture and the related Guarantee and Collateral Agreement and such Lien and security interests as of such date extend to any assets transferred to the Securitization Entities through the date of the issuance of such new Series Supplementof Notes; (F) based on a reasoned analysis, subject, (i) in the case event of enforcementa bankruptcy or insolvency of a Non-Securitization Entity no Securitization Entity would be substantively consolidated with such Non-Securitization Entity and (ii) as of the applicable Series Closing Date, each transfer of Collateral to any Securitization Entity pursuant to a Contribution Agreement would be treated as a “true sale” or absolute transfer; (G) neither the execution and delivery by each Securitization Entity of the Indenture Documents to which it is a party nor the performance by such Securitization Entity of its obligations under such Indenture Documents: (i) conflicts with the Charter Documents of such Securitization Entity, (ii) constitutes a violation of, or a default under, any material agreement to which such Securitization Entity is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to such Securitization Entity (which order and decree may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Master Issuer of such Notes and the Series Supplement for such Series (and, to bankruptcythe extent applicable, insolvencyany Variable Funding Note Purchase Agreement) nor the performance by the Master Issuer of its obligations under each of such Notes and the Series Supplement for such Series (and, reorganizationto the extent applicable, moratorium any Variable Funding Note Purchase Agreement): (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and other similar laws affecting creditors’ rights generally authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to general principles a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act; (J) unless the issuance of the Notes requires otherwise, the Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended; and (DK) all conditions precedent to such issuance have been satisfied and that the related Series Supplement is a legal, valid authorized or permitted pursuant to the terms and binding agreement conditions of ZVF, enforceable this Base Indenture (except that no Opinion of Counsel relating to the satisfaction in accordance all material respects of conditions precedent shall be required to be delivered in connection with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVF. (c) Prior to the issuance of any Series of Indenture Notes, ZVF shall review Notes on the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.Closing Date); and

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture So long as each of the certifications described in clause (iii)(I) and clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the IssuerCo-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Series 2015-1 Closing Date) in advance of the related Series Closing Date (which Company Request will be revocable by the IssuerCo-Issuers upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the IssuerCo-Issuers to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the IssuerCo-Issuers and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreementin the case of any Additional Notes, if any, executed by each there is one or more Series of Notes Outstanding (apart from such Additional Notes) on the applicable Series Closing Date (unless all Series of Notes Outstanding (apart from such Additional Notes) will be repaid in full from the proceeds of the parties thereto, other than issuance of the TrusteeAdditional Notes or otherwise on the applicable Series Closing Date): (A) no Cash Trapping Period is in effect or will commence as a result of the issuance of such Additional Notes; (ivB) written confirmation from each Rating Agency, if any, either the Manager or the IssuerCo-Issuers or their respective Managers that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture such Additional Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have has been satisfied with respect to such issuancesatisfied; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (AC) no Limited Liquidation Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the issuance of such new Series of Additional Notes, ; (BD) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred and is continuing or will occur as a result of the issuance of such new Additional Notes; (E) the New Series of Notes Pro Forma DSCR is greater than or equal to 2.00:1.00; (F) the Senior Leverage Ratio and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing Driven Brands Leverage Ratio as of the date of applicable Series Closing Date are each less than or equal to 7.00:1.00 after giving pro forma effect to the issuance of such new Series Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (G) the anticipated repayment date for such Additional Notes will not be prior to the anticipated repayment date of any Class of Notes then Outstanding (other than in the case of an issuance of Class A-1 Notes); (H) the legal final maturity date for such Additional Notes will not be prior to the legal final maturity of any Class of Notes then Outstanding; (I) one or will occur as a result more Officer’sOfficers’ Certificates, each executed by an Authorized Officer of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of NotesIssuereach Co-Issuer, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date Date, certifying to the matters set forth in clauses (A) through (H) above and to the effect that that: (1) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Additional Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such Additional Notes have been satisfiedsatisfied or waived; (vi2) a Tax Opinionthe Guarantee and Collateral Agreement isAgreements are in full force and effect as to such Additional Notes; (vii3) evidence that each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such Related the Transaction Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or, state or state Canadian bankruptcy or insolvency or similar law; and (4) all representations and warranties of the IssuerCo-Issuers in this Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date in all material respects); (viiiJ) unless otherwise specified in the related proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement; (K) all costs, an Opinion fees and expenses with respect to the issuance of such new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of such new Series of Notes; and (L) if such new Series of Notes includes Subordinated Debt, the terms of such new Series of Notes include the Subordinated Debt Provisions to the extent applicable. (iv) a Tax Opinion, dated the applicable Series Closing Date; provided that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of the issuance of such new Series of Notes or otherwise on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the definition of “Tax Opinion” will be required to be given in connection with the issuance of such new Series of Notes; (v) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the such new Series of Indenture Notes, and all conditions precedent provided for in Notes are permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied with2015-1 Closing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Issuereach Co-Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Issuersuch Co-Issuer, enforceable against the Issuersuch Co-Issuer in accordance with its terms; (C) such new Series of Notes have been duly authorized by the Issuereach Co-Issuer, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of the Issuersuch Co-Issuer, enforceable against the Issuersuch Co-Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the Investment Company Act within the meaning of Section 3(a)(1) thereof; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral AgreementAgreements on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral AgreementAgreements, insolvencyand such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (F) (x) based on a reasoned analysis, reorganizationthe assets and liabilities of each U.S. Securitization Entity as a debtor in a bankruptcy proceeding in the United States would not be substantively consolidated with the assets and liabilities of Parent or the U.S. Manager, moratorium and other similar laws affecting creditors’ rights generally (y) based on a reasoned analysis, the assets and liabilities of each Canadian Securitization Entity as a debtor in a bankruptcy or insolvency proceeding in Canada would not be substantively consolidated with the assets and liabilities of Parent or the Canadian Manager; (G) neither the execution and delivery by the Issuereach Co-Issuer of such Notes and the Series Supplement nor the performance by the Issuersuch Co-Issuer of its respective obligations under each of such Notes and the Series Supplement (i) conflicts with the Charter Documents of the Issuersuch Co-Issuer, (ii) constitutes a violation of, or a default under, any material agreement to general principles which the Issuersuch Co-Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Issuersuch Co-Issuer (which orders and decrees may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Issuereach Co-Issuer of equitysuch Notes and the Series Supplement nor the performance by the Issuersuch Co-Issuer of its respective payment obligations under each of such Notes and the Series Supplement (i) violates any law, rule or regulation of any relevant jurisdiction or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding or investigation pending or threatened against Parent or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to have a Material Adverse Effect on the business or assets of the Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of such Notes by the IssuerCo-Issuers to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the Securities Act; and (ixK) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture (except that no such Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Series 2015-1 Closing Date); (vi) one or more Officer’sOfficers’ Certificates, each executed by an Authorized Officer of the Issuereach Co-Issuer, dated as of the applicable Series Closing Date to the effect that: (A) the related Series Supplement has been duly authorized, executed and delivered by the Issuersuch Co-Issuers and constitutes a legal, valid and binding agreement of the Issuersuch Co-Issuer, enforceable against the Issuersuch Co-Issuer in accordance with its terms; and (B) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and (vii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Additional Notes upon execution thereof by ZVFthe IssuerCo-Issuers. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes. (e) The issuance of Additional Notes shall not be subject to the issuance consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee Transaction Documents, including acquisitions and ZVF shall not issue any Series refinancings of Indenture Notes if acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may shall be issued in one or more Series of Indenture Notes in one or more Classes, including as Additional Notes of an existing Series, Class, Subclass or Tranche of Notes. Each Series of Indenture Notes shall be created by issued pursuant to a Series Supplement. Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall be issued pursuant to an amendment to the existing Series Supplement. Any Series of Class A-1 Senior Notes may be uncertificated if provided for in the related Series Supplement. (b) Indenture So long as each of the certifications described in clauses (iii)(H) and (vi) below are true and correct as of the related Series Closing Date, the Notes of a new Series of Indenture Notes to be issued may from time to time be executed by ZVF the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request (which, for the avoidance of doubt, may be the same as the Company Order provided pursuant to in Section 2.2(b)(i) below) at least two five (25) Business Days (or such shorter except in the case of the issuance of the first Series of Notes on the Original Closing Date and other than with respect to Uncertificated Notes, which may from time as is acceptable to time be registered in accordance with this Base Indenture and the Trusteeapplicable Series Supplement) in advance of the related Series Closing Date (which Company Request will be revocable by the Issuer upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes (or with respect to Uncertificated Notes, registration) of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture the Notes to be authenticated (or registered in the case of uncertificated notes), if applicable, and the Note Rate with respect to such new Series of Indenture NotesNotes (if any); (ii) a Series Supplement for a new Series of Notes or an amendment to the related Series Supplement for Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, as applicable, satisfying the criteria set forth in Section 2.3 executed by ZVF the Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes or Additional Notes; (iii) each related Enhancement Agreementin the case of any new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, if any, executed by each there is one or more Series of Notes Outstanding (apart from such new Series of Notes or Additional Notes) on the applicable Series Closing Date (unless all Series of Notes Outstanding (apart from such new Series of Notes or Additional Notes) will be repaid in full from the proceeds of the parties thereto, other than issuance of such new Series of Notes or Additional Notes or otherwise on the Trusteeapplicable Series Closing Date): (A) no Cash Trapping Period is in effect or will commence as a result of the issuance of such Notes; (ivB) written confirmation from each Rating Agency, if any, either the Manager or the Issuer that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture such Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have has been satisfied with respect to such issuancesatisfied; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (AC) no Limited Liquidation Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the issuance of such new Series of Notes, ; (BD) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred and is continuing or will occur as a result of the issuance of such new Series of Notes; (E) subject to Section 5.16, the Additional Notes and (C) consent has been obtained from the Required Noteholders of DSCR is greater than or equal to 2.00:1.00, in each Series of Notes (i) with respect case after giving pro forma effect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series Notes, the use of Notes the proceeds thereof and any repayment of existing Indebtedness, including amounts to fund a defeasance deposit or will occur as a result other similar escrow arrangement in connection with the repayment of Indebtedness from such Notes; (F) the Senior Leverage Ratio is less than or equal to 6.50:1.00 (or, on and after the 2021 Springing Amendments Implementation Date, 7.00:1.00) and the Holdco Leverage Ratio is less than or equal to 7.00:1.00 (or, on and after the 2021 Springing Amendments Implementation Date, 7.50:1.00), in each case after giving pro forma effect to the issuance of such Notes, the use of the proceeds thereof and any repayment of existing Indebtedness, including amounts to fund a defeasance deposit or other similar escrow arrangement in connection with the repayment of Indebtedness from such Notes; (G) the Series Legal Final Maturity Date of any new Series Class of Notes and (ii) that will remain Outstanding immediately following not be prior to the issuance Series Legal Final Maturity Date of such new Series any Class of Notes then Outstanding; (H) an Officer’s Certificate, executed by an Authorized Officer of the Issuer, dated as of the applicable Series Closing Date, certifying to the matters set forth in clauses (A) through (G) above and to the effect that: (D1) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery (or with respect to Uncertificated Notes, registration) of such Notes provided in the new Series of Notes have been satisfied Indenture and, if applicable, the related Note Purchase Agreement and (y) solely any other related note purchase agreement executed in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfiedsatisfied or waived; (vi2) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such Notes; (vii3) evidence that each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Notes has covenanted and agreed in such Related the Transaction Documents that, prior to the date which is (a) one year and one day, or (b) if longer, the applicable preference period in effect, and in case of (a) or (b) plus one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, Insolvency proceedings or other proceedings, proceedings under any Federal federal or state bankruptcy or similar law; and (4) all representations and warranties of the Issuer in this Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date in all material respects); (viiiI) unless otherwise specified other than increases in the related aggregate principal amount of an existing Series, Class, Subclass or Tranche of Notes in connection with the issuance of Additional Notes of such existing Series, Class, Subclass or Tranche of Notes, the proposed issuance does not alter or change the terms of any Series Supplementof Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement as evidenced by an Officer’s Certificate delivered to the Trustee and the Control Party; (J) all costs, an Opinion fees and expenses with respect to the issuance of such Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of such Notes; and (K) if such Notes include Subordinated Debt, the terms of such Notes include the Subordinated Debt Provisions to the extent applicable; (iv) a Tax Opinion, dated the applicable Series Closing Date; provided that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of the issuance of such Notes or otherwise on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the definition of “Tax Opinion” will be required to be given in connection with the issuance of such Notes; (v) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required such Notes are permitted to be delivered hereunder and thereunder for authenticated (or registered in the case of Uncertificated Notes) by the Trustee pursuant to authenticate and deliver the new Series terms of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of the new first Series of Indenture Notes have been complied withon the Original Closing Date); (B) the related Series Supplement and, if applicable, the amendment to the related Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued, has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVFthe Issuer, enforceable against the Issuer in accordance with its terms; (C) such Notes have been duly authorized by the Issuer, subject and, when such Notes have been duly authenticated and delivered (or registered in the case of Uncertificated Notes) by the Trustee, such Notes will be legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the Investment Company Act within the meaning of Section 3(a)(1) thereof; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement, insolvencyand such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such Notes; (F) based on a reasoned analysis, reorganizationthe assets and liabilities of each Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of TBC; (G) neither the execution and delivery by the Issuer of such Notes (or registered in the case of Uncertificated Notes) and the Series Supplement (or amendment to the Series Supplement pursuant to which Additional Notes of an existing Series, moratorium Class, Subclass or Tranche of Notes are issued if applicable) nor the performance by the Issuer of its obligations under such Notes and other similar laws affecting creditors’ rights generally the Series Supplement (or the amendment to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) (i) conflicts with the Charter Documents of the Issuer, (ii) constitutes a violation of, or a default under, any material agreement to which the Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Issuer (which orders and decrees may be set forth in a schedule to general principles such opinion); (H) neither the execution and delivery by the Issuer of equitysuch Notes (or registration in the case of Uncertificated Notes) and the Series Supplement (or the amendment to the Series Supplement pursuant to which such Notes are issued if applicable) nor the performance by the Issuer of its payment obligations under such Notes and the related Series Supplement (or the amendment to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) (i) violates any applicable law, rule or regulation of any relevant jurisdiction or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any applicable law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding or investigation pending or threatened against TBC or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to have a Material Adverse Effect on the business or assets of the Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of such Notes by the Issuer to the initial purchasers thereof or by the initial purchasers to the initial investors in such Notes to register such Notes under the Securities Act; and (ixK) all conditions precedent to such issuance have been satisfied and the related Series Supplement (or the amendment to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) is authorized or permitted pursuant to the terms and conditions of the Indenture (except that no such Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of the first Series of Notes on the Original Closing Date); (vi) one or more Officer’s Certificates, each executed by an Authorized Officer of the Issuer, dated as of the applicable Series Closing Date to the effect that: (A) the related Series Supplement (or the amendment to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms; and (B) all conditions precedent to such issuance have been satisfied and the related Series Supplement (or the amendment to the Series Supplement pursuant to which such Notes are issued if applicable) is authorized or permitted pursuant to the terms and conditions of the Indenture; (vii) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.29(a); and (viii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver (as directed by the Controlling Class Representative) by the Control Party (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliverdeliver (or register in the case of Uncertificated Notes), as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Issuer. (cd) Prior With regard to any new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes. (e) The issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall not be subject to the issuance consent of the Holders of any Series of Indenture NotesNotes Outstanding. A new Series of Notes or Additional Notes of an existing Series, ZVF shall review the estimated costs and expenses Class, Subclass or Tranche of such issuance Notes may be issued for any purpose consistent with the Lessee and ZVF shall not issue any Series of Indenture Notes if Transaction Documents, including acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series Series, including as Additional Notes of Indenture an existing Series, Class, Subclass or Tranche of Notes. Each Series of Indenture Notes shall be created by a Series Supplement. Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall be issued pursuant to a Supplement to the related Series Supplement. Any Series of Class A-1 Notes may be uncertificated if provided for in its Series Supplement. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Additional Notes of a new Series of Indenture Notes to be issued (other than with respect to Uncertificated Notes, which may from time to time be registered in accordance with this Base Indenture and the related Series Supplement) may be executed by ZVF the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request Order at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order will be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Master Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery (or registration in the case of Uncertificated Notes) of the Indenture Notes of such new Series of Indenture Additional Notes by the Trustee and specifying the designation of such new Series of Indenture Additional Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Additional Notes to be authenticated (or registered in the case of Uncertificated Notes) and the Note Rate with respect to such new Series of Indenture Additional Notes; (ii) a Series Supplement for a new Series of Notes or a Supplement to the related Series Supplement for Additional Notes issued under an existing Series, Class, Subclass or Tranche of Notes, as applicable, satisfying the criteria set forth in Section 2.3 executed by ZVF the Master Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of the parties thereto, Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the Trustee; (iv) proceeds of issuance of such Additional Notes or otherwise on the applicable Series Closing Date), written confirmation from each Rating Agency, if any, either the Manager or the Master Issuer that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture such Additional Notes or will occur as a result is satisfied; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the issuance of the new Series of Indenture Notes) shall have been satisfied parties thereto in compliance with respect to such issuanceSection 8.32; (v) (x) solely any related Series Hedge Agreement entered into in connection with such issuance and executed by each of the issuance of a Series of Notes, an parties thereto in compliance with Section 8.33; (vi) one or more Officer’s Certificate Certificates, each executed by an Authorized Officer of ZVF the Master Issuer, dated as of the applicable Series Closing Date to the effect that that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (B) the Holdco Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (C) no Limited Liquidation Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the issuance of such new Additional Notes; (D) all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of Notes, an earlier date); (BE) no Liquidation Cash Trapping Period is in effect or will commence as a result of the issuance of such Additional Notes; (F) the New Series Pro Forma DSCR is greater than or equal to 2.00x; (G) no Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Manager Termination Event of Default has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of such new any Series of Notes and (C) consent has been obtained from Outstanding or the Required Noteholders of each Series of Notes Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement; except for (i) with respect to which an Amortization Event increases in the aggregate Outstanding Principal Amount of any existing Series, Class, Subclass or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series Tranche of Notes and (ii) such changes that will remain Outstanding immediately following are permitted in accordance with the terms hereunder and the applicable Series Supplement, in each case, if such Additional Notes are issued thereunder; (I) all costs, fees and expenses with respect to the issuance of such new Additional Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of Notes and the issuance of such Additional Notes; (DJ) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery (or registration in the case of Uncertificated Notes) of such Additional Notes provided in this Base Indenture, the new related Series of Notes have been satisfied Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and (y) solely any other related note purchase agreement executed in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Additional Notes have been satisfiedsatisfied or waived; (viK) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such Additional Notes; (viiL) evidence if such Additional Notes includes Subordinated Notes, the terms of any such Additional Notes include the Subordinated Notes Provisions to the extent applicable; (M) the legal final maturity date for any Additional Notes that are Senior Notes will not be prior to the legal final maturity of any Class of Senior Notes then Outstanding; (N) the legal final maturity date for any Additional Notes that are Senior Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes or any Class of Senior Subordinated Notes then Outstanding; (O) the legal final maturity date for any new Additional Notes that are Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding; (P) each of the parties to the Related Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; and (Q) there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities. (R) if such issuance is of a new Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.6(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein. provided that none of the foregoing conditions shall apply and no Officer’s Certificates shall be required under this clause (vi) if there are no Series of Notes Outstanding (apart from the new Series of Notes being issued) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the Additional Notes) will be repaid in full from the proceeds of issuance of the Additional Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the Additional Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such Additional Notes; (viii) unless otherwise specified in an Officer’s Certificate and one or more Opinions of Counsel addressed to the related Series Supplement, an Opinion of CounselTrustee and the Control Party, subject to the customary assumptions and qualifications stated thereinqualifications, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required Additional Notes are permitted to be delivered hereunder and thereunder for authenticated (or registered in the case of Uncertificated Notes) by the Trustee pursuant to authenticate and deliver the new Series terms of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied withClosing Date); (B) the related Series Supplement or Supplement to a Series Supplement, as the case may be, pursuant to which the Additional Notes are being issued has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Master Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Master Issuer, enforceable against the Master Issuer in accordance with its terms; (C) such new Additional Notes have been duly authorized by the Master Issuer, subject and, when such Notes have been duly authenticated and delivered (or registered in the case of Uncertificated Notes) by the Trustee, such Notes will be legal, valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Additional Notes; (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of Wendy’s, reorganizationOldemark and the Existing Real Estate Holders; (G) neither the execution and delivery by the Master Issuer of such Notes (or registration in the case of Uncertificated Notes) and the related Series Supplement or Supplement to a Series Supplement, moratorium as the case may be, nor the performance by the Master Issuer of its obligations under each of such Notes and other similar laws affecting creditors’ rights generally the related Series Supplement or Supplement to a Series Supplement, as the case may be: (i) conflicts with the Charter Documents of the Master Issuer, (ii) constitutes a violation of, or a default under, any material agreement to which the Master Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Master Issuer (which orders and decrees may be set forth in a schedule to general principles such opinion); (H) neither the execution and delivery by the Master Issuer of equitysuch Notes (or registration in the case of Uncertificated Notes) and the related Series Supplement or Supplement to a Series Supplement, as the case may be, nor the performance by the Master Issuer of its obligations under each of such Notes and the related Series Supplement or Supplement to a Series Supplement, as the case may be: (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of such Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act; and (J) all conditions precedent to such issuance have been satisfied and that the related Series Supplement or Supplement to a Series Supplement, as the case may be, is authorized or permitted pursuant to the terms and conditions of this Base Indenture (except that no Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Closing Date); and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliverdeliver (or register in the case of Uncertificated Notes), as provided above, such Series of Indenture Additional Notes upon execution thereof by ZVFthe Master Issuer. (cd) Prior With regard to any Additional Notes issued pursuant to this Section 2.2 that constitute Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the Series Anticipated Repayment Date for such Additional Notes to repay either Senior Notes, Senior Subordinated Notes or Subordinated Notes; provided, however, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid. (e) The issuance of Additional Notes shall not be subject to the consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee and ZVF shall not issue any Series of Indenture Notes if Related Documents, including acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series; provided, however, that there shall be no more than one Series of Indenture Notes. Notes Outstanding at any time. (b) Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture . Subject to Section 2.3(a), Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time period as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF the Issuers to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) Aggregate Note Balance of such new Series of Indenture Notes to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flows to such Series) with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 2.4 in form satisfactory to the Trustee executed by ZVF each Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Permitted Note Issuance Rating Agency Condition shall have been satisfied with respect to such issuance; (v) an Officer’s Certificate of each Series Issuer dated as of Indenture Notes Outstanding the applicable Closing Date to the effect that (other than any such Series x) no Event of Indenture Notes with respect to which an Default, Rapid Amortization Event Event, Aggregate Asset Amount Deficiency, Enforcement Event, Termination Event, Default, Potential Rapid Amortization Event, Potential Enforcement Event, or Potential Amortization Termination Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as (y) after giving effect to the application of the applicable Series Closing Date to net proceeds of such new Series, the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any only Series of Notes Outstanding is continuing or will occur as a result of be the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (Dz) all conditions precedent provided in this Base Indenture and the related applicable Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfiedcomplied with; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related applicable Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related applicable Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related applicable Series Supplement has been duly authorized, executed and delivered by ZVFeach Issuer; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related applicable Series Supplement, will constitute valid, binding and enforceable obligations of ZVF each Issuer entitled to the benefits of this Base Indenture and the related applicable Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and; (D) the related applicable Series Supplement is a legal, valid and binding agreement of ZVFeach Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (E) such other matters as the Trustee may reasonably require; (vii) a Permitted Note Issuance SPV Limited Guarantee executed by each Permitted Note Issuance SPV which is a party to a Permitted Note Issuance Indenture as of the applicable Closing Date; (viii) evidence that each of the parties to the Related Documents and each party to any Hedge Agreement (other than any interest rate cap agreement) outstanding as of the date thereof has covenanted and agreed that, prior to the date which is one year and one day after the payment in full of all Issuer Obligations, it will not institute against, or join with any other Person in instituting, against USF, any Cargo Van/Pick-Up Truck SPV, any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFeach Issuer. (c) Prior to the issuance of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.

Notes Issuable in Series. (a) The Indenture Each Issuer may issue Notes may be issued ------------------------- hereunder in one or more series of Notes, each series (a "Series") having identical terms but for authentication date and public offering price; provided -------- that a Series of Indenture Notes may comprise Notes in bearer form ("Bearer Notes") and Notes in registered form ("Registered Notes"). Each such Series may contain one or more tranches of Indenture Notes, each such tranche (a "Tranche") having identical terms, including authentication date and public offering price; provided that a -------- Tranche of Notes shall be created by a Series Supplementmay comprise Bearer Notes and Registered Notes. (b) Indenture Notes issued hereunder shall be issued pursuant to authority granted by the Board of a new Series Directors of Indenture the relevant Issuer and (in the case of Notes may issued by GEC Australia or GEC Canada) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time any one authorized person, as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth specified in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii3(a) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFhereof. (c) Prior to the issuance issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by GEC Australia or GEC Canada) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a "Corporate Order"): (1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities; (2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and delivered under this Agreement (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7); (3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable; (4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable; (6) the currency in which the Notes of such Series is denominated, which may include U.S. dollars, any foreign currency or any composite of two or more currencies (the "Specified Currency"); (7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchase or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which the Notes of such Series shall be issuable, if other than (a) in the case of Registered Notes, 10,000 units of the Specified Currency and integral multiples of 1,000 units of the Specified Currency in excess thereof, or (b) in the case of all Bearer Notes in definitive form, 1,000, 10,000 and 100,000 units of the Specified Currency, or (c) in the case of Bearer Notes in global form, any integral multiple of 1,000 units of the Specified Currency; (11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8; (12) if other than the Specified Currency, the coin or currency in which payment of the principal of, premium, if any, or interest on the Notes of such Series shall be payable; (13) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (14) if the amount of payments of principal of, premium, if any, and interest on the Notes of such Series may be determined with reference to an index based on a coin or currency other than the Specified Currency, the manner in which such amounts shall be determined; (15) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of Indenture such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order; (16) any Events of Default with respect to the Notes of such Series, if not set forth herein; (17) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; (18) the stock exchanges, if any, on which the Notes will be listed and related information; (19) any applicable restrictions on the transfer of any of the Notes of such Series; and (20) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement). All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Xxxxxx Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System (the "Euroclear Operator") or Cedel Bank, societe anonyme ("Cedel Bank") or any successors thereto or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which such Notes may be listed, or to conform to usage. (d) An additional Tranche of the same Series may be issued subsequent to the original issue date of any Notes of such Series (hereinafter called "Additional Notes") following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes -------- ------- be extended to a date more than 160 days after their issue date. Additional Notes, ZVF together with each prior and subsequent Tranche of Notes of the same Series, shall review constitute one and the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any same Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expensesfor all purposes under this Agreement.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. A Series of Notes may include separate Classes, Subclasses or Tranches as set forth in the related Series Supplement. Any reference to a Series shall, unless the context requires otherwise, also include any Class, Subclass or Tranche of such Series. Any Series of Class A-1 Notes may be uncertificated if provided for in its Series Supplement. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes to be issued (other than with respect to Uncertificated Notes, which may from time to time be registered in accordance with this Base Indenture and the related Series Supplement) may, from time to time, be executed by ZVF the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request Order at least two three (23) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order may be delivered at the end of such Business Day and will be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Master Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery (or registration, in the case of Uncertificated Notes) of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated (or registered, in the case of Uncertificated Notes) and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Master Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the parties theretonew Series of Notes or otherwise on the applicable Series Closing Date), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, the Manager that the Rating Agency Condition with respect to the issuance of such Additional Notes is satisfied; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of Indenture Notes Outstanding the parties thereto in compliance with Section 8.33; (other than any such Series vi) one or more Officer’s Certificates, each executed by an Authorized Officer of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing the Master Issuer, dated as of the date applicable Series Closing Date to the effect that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (B) the new Series Holdco Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of Indenture such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (vD) all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (xother than any representation or warranty that, by its terms, is made only as of an earlier date); (E) solely no Cash Trapping Period is in connection with effect or will commence as a result of the issuance of a the new Series of Notes, an Officer’s Certificate of ZVF dated as of ; (F) the applicable New Series Closing Date Pro Forma DSCR is greater than or equal to the effect that 2.00x; (AG) no Limited Liquidation Manager Termination Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents (if any) as are required under this Base Indenture or the applicable Series Supplement; (I) all costs, fees and expenses with respect to the issuance of the new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of the new Series of Notes; (J) all conditions precedent with respect to the authentication and delivery (or registration, in the case of Uncertificated Notes) of such new Series of NotesNotes provided in this Base Indenture, (B) no Liquidation Event of Defaultthe related Series Supplement and, Aggregate Asset Amount Deficiencyif applicable, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfied or waived; (K) the Guarantee and (C) consent has been obtained from the Required Noteholders of each Collateral Agreement is in full force and effect as to such new Series of Notes Notes; (iL) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of if such new Series of Notes or will occur as a result includes Subordinated Notes, the terms of the issuance of any such new Series of Notes and include the Subordinated Notes Provisions to the extent applicable; (iiM) the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity date of any Class of Senior Notes then Outstanding; provided, that the legal final maturity date of any new Class A-1 Notes may be prior to the legal final maturity date of any Class of Senior Notes (other than Class A-1 Notes that will remain Outstanding immediately following not be simultaneously repaid) then Outstanding; (N) the issuance legal final maturity date for any new Class of such new Series of Senior Subordinated Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect will not be prior to the authentication and delivery legal final maturity of the new Series (x) any Class of Senior Notes have been satisfied and or (y) solely in connection with the issuance any Class of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Senior Subordinated Notes have been satisfiedthen Outstanding; (viO) a Tax Opinionthe legal final maturity date for any new Class of Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding; (viiP) evidence that each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; (Q) there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities; and (R) if such issuance is of a Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.7(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein; provided that none of the conditions set forth in the foregoing clauses (A), (B), (C), I, (F), (G), (H), (M), (N), and (O) of this clause (vi) shall apply and no Officer’s Certificates shall be required to include such representations under this clause (vi), in each case, if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1I, only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in the related Series Supplement, an Opinion one or more Opinions of Counsel, supported by one or more Officer’s Certificates, addressed to the Trustee and the Control Party, subject to the customary assumptions and qualifications stated thereinqualifications, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement (or to the extent applicable, any Variable Funding Note Purchase Agreement) and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes is permitted to be authenticated (or registered, in the case of Uncertificated Notes, and all conditions precedent provided for in ) by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement with respect (or to the authentication and delivery of the new Series of Indenture Notes have been complied withextent applicable, any Variable Funding Note Purchase Agreement); (B) the related Series Supplement has and any Variable Funding Note Purchase Agreement have been duly authorized, executed and delivered by ZVFthe Master Issuer and constitute valid and binding agreements of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (C) the such new Series of Indenture Notes has have been duly authorized and executed by the Master Issuer, and, when such Notes have been duly authenticated and delivered (or registered, in the case of Uncertificated Notes) by the Trustee, such Notes will be valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (D) none of the provisions of Securitization Entities is required to be registered under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the related Series Supplement, will constitute valid, binding Guarantee and enforceable obligations Collateral Agreement on the Collateral remain perfected or recorded as of ZVF entitled such date to the benefits of extent required by this Base Indenture and the related Guarantee and Collateral Agreement and such Lien and security interests as of such date extend to any assets transferred to the Securitization Entities through the date of the issuance of such new Series Supplementof Notes; (F) based on a reasoned analysis, subject(i) in the event of a bankruptcy or insolvency of a Non-Securitization Entity no Securitization Entity would be substantively consolidated with such Non-Securitization Entity and (ii) as of the applicable Series Closing Date, each transfer of Collateral to any Securitization Entity pursuant to a Contribution Agreement on such Series Closing Date would be treated as a “true sale” or absolute transfer; (G) neither the execution and delivery by each Securitization Entity of the Indenture Documents to which it is a party nor the performance by such Securitization Entity of its obligations under such Indenture Documents: (i) conflicts with the Charter Documents of such Securitization Entity, (ii) constitutes a violation of, or a default under, any material agreement to which such Securitization Entity is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to such Securitization Entity (which order and decree may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Master Issuer of such Notes (or registration, in the case of enforcementUncertificated Notes) and the related Series Supplement (and, to bankruptcythe extent applicable, insolvencyany Variable Funding Note Purchase Agreement) nor the performance by the Master Issuer of its obligations under each of such Notes and the related Series Supplement (and, reorganizationto the extent applicable, moratorium any Variable Funding Note Purchase Agreement): (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and other similar laws affecting creditors’ rights generally authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to general principles a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act; (J) unless the issuance of the Notes requires otherwise, the Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended; and (DK) all conditions precedent to such issuance have been satisfied and that the related Series Supplement is a legal, valid authorized or permitted pursuant to the terms and binding agreement conditions of ZVF, enforceable this Base Indenture (except that no Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in accordance connection with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles the issuance of equityNotes on the Closing Date); and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliverdeliver (or register, in the case of Uncertificated Notes), as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Master Issuer. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2 that constitutes Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the issuance Series Anticipated Repayment Date for such Series of Notes to repay either Senior Notes, Senior Subordinated Notes or Subordinated Notes of any Series of Indenture NotesNotes Outstanding; provided, ZVF shall review however, that at any time on or after the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue Series Anticipated Repayment Date for any Series of Indenture Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid. (e) The issuance of Additional Notes shall not be subject to the Lessee shall have notified ZVF consent of its objection the Holders of any Series of Notes Outstanding. Subject to such costs and expensesSection 2.2(d), Additional Notes may be issued for any purpose consistent with the Related Documents, including acquisitions by the Securitization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series an Indenture Supplement. (b) Indenture Notes of a new Series of Indenture Notes may from time to time may be executed by ZVF the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon the receipt by the Indenture Trustee of a Company an Issuer Request at least two (2) Business Days (or or, in the case of the initial Series of Notes, on the Series Closing Date for such Series of Notes and, in the case of any other Series of Notes, such shorter time as is acceptable to the Indenture Trustee) in advance of the related Series Closing Date and upon delivery by ZVF the Issuer to the Indenture Trustee, and receipt by the Indenture Trustee, of the following: (i) a Company an Issuer Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Indenture Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Invested Amount (or the method for calculating the such Initial Principal Invested Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flows to such Series), if any, with respect to such new Series of Indenture NotesSeries; (ii) a Series an Indenture Supplement satisfying the criteria set forth in this Section 2.3 2.2(b) executed by ZVF and the Trustee Issuer and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trusteea Tax Opinion; (iv) written confirmation from each Rating Agency, if any, Agency that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as the Issuer, that after giving effect to the issuance of such new Series of Notes on the applicable related Series Closing Date to the effect that Date, (Ai) no Limited Liquidation neither an Amortization Event of Default or Enhancement Deficiency nor a Potential Amortization Event with respect to any Series of Notes Outstanding (other than any Series of Notes that will be refinanced with the proceeds of such new Series of Notes) is continuing or will occur as a result of such issuance, (ii) the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from will not result in any breach of any of the Required Noteholders terms, conditions or provisions of each Series or constitute a default under any indenture, mortgage, deed of Notes (i) with respect trust or other agreement or instrument to which an Amortization Event the Issuer is a party or Potential Amortization Event by which it or its property is continuing as bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which the date of the issuance of such new Series of Notes Issuer is a party or will occur as a result of the issuance of such new Series of Notes and by which it or its property may be bound or to which it or its property may be subject, (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (Diii) all conditions precedent provided in this Base Indenture and the related Series Indenture Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied complied with, and (yiv) solely all representations and warranties of the Issuer set forth in connection with the issuance of Indenture and each Transaction Document are true and correct in all material respects (to the extent any such representations and warranties do not incorporate a Segregated Series of Notes, an Officer’s Certificate of ZVF dated materiality limitation in their terms) as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied;Date. (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Indenture Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVF. (c) Prior In conjunction with the issuance of a new Series of Notes, the parties hereto shall execute an Indenture Supplement, which shall specify the relevant terms with respect to such newly issued Series of Notes, which may include without limitation: (i) its name or designation; (ii) the Initial Invested Amount of such Series or the method of calculating the Initial Invested Amount of such Series; (iii) the Note Rate (or formula for the determination thereof) with respect to such Series; (iv) the Series Closing Date; (v) each Rating Agency rating such Series, if any; (vi) the name of the Clearing Agency, if any; (vii) the interest payment date or dates and the date or dates from which interest shall accrue; (viii) the Legal Final Payment Date and the Series Termination Date; (ix) the method of allocating Collections with respect to such Series, including the Invested Percentage; (x) the method by which the principal amount of Notes of such Series shall amortize or accrete; (xi) the names of any Series Accounts to be used by such Series and the terms governing the operation of any such accounts and the use of moneys therein; (xii) the Series Servicing Fee and the Series Backup Servicing Fee; (xiii) the terms on which the Notes of such Series may be redeemed, repurchased or remarketed to other investors; (xiv) any deposit of funds to be made into any Series Account on the Series Closing Date; (xv) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class; (xvi) the priority of any Series of Notes with respect to any other Series of Notes; (xvii) the interest rate xxxxxx required to be maintained with respect to such Series, if any; and (xviii) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance by an Affiliate Issuer) that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of any such new Series of Notes (all such terms, the “Principal Terms” of such Series). The terms of such Indenture Supplement may modify or amend the terms of this Base Indenture solely as applied to such new Series of Notes. (d) Unless otherwise specified in a Series Supplement for a new Series of Notes, ZVF shall review the estimated costs and expenses Issuer may direct the Indenture Trustee to deposit all or a portion of the net proceeds from the issuance of such issuance with the Lessee and ZVF shall not issue any new Series of Indenture Notes if into a Series Account for another Series of Notes and may specify that the Lessee shall have notified ZVF proceeds from the sale of its objection such new Series of Notes may be used to such costs and expensesreduce the Invested Amount of another Series of Notes.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series; provided, however, that there shall be no more than one Series of Indenture Notes. Notes Outstanding at any time. (b) Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture . Subject to Section 2.3(a), Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time period as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF the Issuers to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) Aggregate Note Balance of such new Series of Indenture Notes to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flows to such Series) with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 2.4 in form satisfactory to the Trustee executed by ZVF each Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreement, if any, executed by each of written confirmation that the parties thereto, other than the TrusteePermitted Note Issuance Rating Agency Condition shall have been satisfied with respect to such issuance; (iv) written confirmation from an Officer’s Certificate of each Rating AgencyIssuer dated as of the applicable Closing Date to the effect that (x) no Event of Default, if anyRapid Amortization Event, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Aggregate Asset Amount Deficiency, Enforcement Event, Termination Event, Default, Potential Rapid Amortization Event Event, Potential Enforcement Event, or Potential Amortization Termination Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as (y) after giving effect to the application of the applicable Series Closing Date to net proceeds of such new Series, the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any only Series of Notes Outstanding is continuing or will occur as a result of be the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (Dz) all conditions precedent provided in this 2010-1 Base Indenture and the related applicable Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfiedcomplied with; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viiiv) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this 2010-1 Base Indenture and the related applicable Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this 2010-1 Base Indenture and the related applicable Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related applicable Series Supplement has been duly authorized, executed and delivered by ZVFeach Issuer; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this 2010-1 Base Indenture and the related applicable Series Supplement, will constitute valid, binding and enforceable obligations of ZVF each Issuer entitled to the benefits of this 2010-1 Base Indenture and the related applicable Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and; (D) the related applicable Series Supplement is a legal, valid and binding agreement of ZVFeach Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ixE) such other matters as the Trustee may reasonably require; (vi) a Permitted Note Issuance SPV Limited Guarantee executed by each Permitted Note Issuance SPV which is a party to a Permitted Note Issuance Indenture as of the applicable Closing Date; (vii) evidence that each of the parties to the Related Documents and each party to any Hedge Agreement (other than any interest rate cap agreement) outstanding as of the date thereof has covenanted and agreed that, prior to the date which is one year and one day after the payment in full of all Issuer Obligations, it will not institute against, or join with any other Person in instituting, against USF, any Box Truck SPV, any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; and (viii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFeach Issuer. (c) Prior to the issuance of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company request will be revocable by the Co-Issuers upon notice to the Trustee no later than 5:00 p.m. (New York City time) two Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Co-Issuers to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the parties theretonew Series of Notes or otherwise on the applicable Series Closing Date), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, either the Manager or the Master Issuer that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes has been satisfied with respect to which such issuance; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.33; (vi) one or more Officer’s Certificates, each executed by an Amortization Event or Potential Amortization Event is continuing Authorized Officer of each Co-Issuer, dated as of the date applicable Series Closing Date to the effect that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.0x after giving effect to the issuance of the new Series of Indenture Notes (assuming all available amounts have been drawn under the Variable Funding Note Purchase Agreement); (B) the Holdco Leverage Ratio is less than or equal to 6.5x after giving effect to the issuance of the new Series of Notes (assuming all available amounts have been drawn under the Variable Funding Note Purchase Agreement); (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (vD) all representations and warranties of the Co-Issuers in the Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (xother than any representation or warranty that, by its terms, is made only as of an earlier date); (E) solely no Cash Trapping Period is in connection with effect or will commence as a result of the issuance of a the new Series of Notes, an Officer’s Certificate of ZVF dated as of ; (F) the applicable New Series Closing Date Pro Forma Quarterly DSCR is greater than or equal to the effect that 2.0x; (AG) no Limited Liquidation Manager Termination Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new any Series of Notes and (C) consent has been obtained from Outstanding or the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing Supplement relating thereto without such consents as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in are required under this Base Indenture or the applicable Series Supplement; (I) all costs, fees and the related Series Supplement expenses with respect to the authentication and delivery issuance of the new Series of Notes have been satisfied and (y) solely or relating to the actions taken in connection with the such issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of that are required to be paid on the applicable Series Closing Date to have been paid or will be paid from the effect that proceeds of issuance of the new Series of Notes; (J) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfiedsatisfied or waived; (viK) a Tax Opinionthe Global G&C Agreement is in full force and effect as to such new Series of Notes; (viiL) evidence that if such new Series of Notes includes Subordinated Debt, the terms of any such new Series of Notes include the Subordinated Debt Provisions to the extent applicable; (M) except with respect to any Class A-1 Senior Notes, the Series Anticipated Repayment Date with respect to such new Series of Notes will not be prior to the Series Anticipated Repayment Date for any such Series of Notes then Outstanding; and (N) each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; provided, that none of the foregoing conditions shall apply and no Officer’s Certificates shall be required under this clause (vi) if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in the related Series Supplement, an Opinion one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied withSupplement; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Co-Issuers and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFeach of the Co-Issuers, enforceable against each of the Co-Issuers in accordance with its terms; (C) such new Series of Notes have been duly authorized by the Co-Issuers, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of each of the Co-Issuers, enforceable against each of the Co-Issuers in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the Investment Company Act; (E) the Lien and the security interests created by the Base Indenture and the Global G&C Agreement on the Collateral remain perfected as required by the Base Indenture and the Global G&C Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of Holdco or the Manager in a manner prejudicial to Noteholders; (G) neither the execution and delivery by the Co-Issuers of such Notes and the Series Supplement nor the performance by the Co-Issuers of its obligations under each of the Notes and the Series Supplement: (i) conflicts with the Charter Documents of the Co-Issuers, reorganization(ii) constitutes a violation of, moratorium or a default under, any material agreement to which any of the Co-Issuers is a party (as set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to any of the Co-Issuers (as set forth in a schedule to such opinion); (H) neither the execution and other similar laws affecting creditors’ rights generally delivery by the Co-Issuers of such Notes and the Series Supplement nor the performance by the Co-Issuers of their payment obligations under each of such Notes and the Series Supplement: (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding, or investigation pending or threatened against Holdco or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to general principles have a material adverse effect on the business or assets of equitythe Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of such Notes by the Co-Issuers to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the Securities Act; and (K) all conditions precedent to such issuance have been satisfied and that the related Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Co-Issuers. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2 that constitutes Senior Debt, Senior Subordinated Debt or Subordinated Debt, the proceeds from such issuance may be used at any time prior to the Series Anticipated Repayment Date for such Series of Notes to repay either Senior Debt, Senior Subordinated Debt or Subordinated Debt; provided, however, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Debt and Subordinated Debt if all Senior Debt has been repaid and (ii) Subordinated Debt if all Senior Debt and Senior Subordinated Debt has been repaid; provided, further, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of any Series Subordinated Debt may only be used to repay Senior Debt, Senior Subordinated Debt or all Outstanding Classes of Indenture Notes, ZVF shall review the estimated costs Senior Debt and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expensesSenior Subordinated Debt.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series an Indenture Supplement. (b) Indenture Notes of a new Series of Indenture Notes may from time to time may be executed by ZVF the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon the receipt by the Indenture Trustee of a Company an Issuer Request at least two (2) Business Days (or or, in the case of the initial Series of Notes, on the Series Closing Date for such Series of Notes and, in the case of any other Series of Notes, such shorter time as is acceptable to the Indenture Trustee) in advance of the related Series Closing Date and upon delivery by ZVF the Issuer to the Indenture Trustee, and receipt by the Indenture Trustee, of the following: (i) a Company an Issuer Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Indenture Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Invested Amount (or the method for calculating the such Initial Principal Invested Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flows to such Series), if any, with respect to such new Series of Indenture NotesSeries; (ii) a Series an Indenture Supplement satisfying the criteria set forth in this Section 2.3 2.2(b) executed by ZVF and the Trustee Issuer and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trusteea Tax Opinion; (iv) written confirmation from each Rating Agency, if any, Agency that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance;; and (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as the Issuer, that after giving effect to the issuance of such new Series of Notes on the applicable related Series Closing Date to the effect that Date, (Ai) no Limited Liquidation neither an Amortization Event of Default or Enhancement Deficiency nor a Potential Amortization Event with respect to any Series of Notes Outstanding (other than any Series of Notes that will be refinanced with the proceeds of such new Series of Notes) is continuing or will occur as a result of such issuance, (ii) the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from will not result in any breach of any of the Required Noteholders terms, conditions or provisions of each Series or constitute a default under any indenture, mortgage, deed of Notes (i) with respect trust or other agreement or instrument to which an Amortization Event the Issuer is a party or Potential Amortization Event by which it or its property is continuing as bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which the date of the issuance of such new Series of Notes Issuer is a party or will occur as a result of the issuance of such new Series of Notes and by which it or its property may be bound or to which it or its property may be subject, (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (Diii) all conditions precedent provided in this Base Indenture and the related Series Indenture Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied complied with, and (yiv) solely all representations and warranties of the Issuer set forth in connection the Indenture and each Transaction Document are true and correct in all material respects (to the extent any such representations and warranties do not incorporate a materiality limitation in their terms) as of the Series Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. (c) In conjunction with the issuance of a Segregated new Series of Notes, the parties hereto shall execute an Officer’s Certificate of ZVF dated as of Indenture Supplement, which shall specify the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement relevant terms with respect to such newly issued Series of Notes, which may include without limitation: (i) its name or designation; (ii) the authentication and delivery Initial Invested Amount of such new Segregated Series or the method of Notes have been satisfiedcalculating the Initial Invested Amount of such Series; (iii) the Note Rate (or formula for the determination thereof) with respect to such Series; (iv) the Series Closing Date; (v) each Rating Agency rating such Series, if any; (vi) a Tax Opinionthe name of the Clearing Agency, if any; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted interest payment date or dates and agreed in such Related Documents that, prior to the date or dates from which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar lawinterest shall accrue; (viii) unless otherwise specified in the related Legal Final Payment Date and the Series SupplementTermination Date; (ix) the method of allocating Collections with respect to such Series, including the Invested Percentage; (x) the method by which the principal amount of Notes of such Series shall amortize or accrete; (xi) the names of any Series Accounts to be used by such Series and the terms governing the operation of any such accounts and the use of moneys therein; (xii) the Series Servicing Fee and the Series Backup Servicing Fee; (xiii) the terms on which the Notes of such Series may be redeemed, repurchased or remarketed to other investors; (xiv) any deposit of funds to be made into any Series Account on the Series Closing Date; (xv) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class; (xvi) the priority of any Series of Notes with respect to any other Series of Notes; (xvii) the interest rate xxxxxx required to be maintained with respect to such Series, if any; and (xviii) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an Opinion issuance by an Affiliate Issuer) that do not change the terms of Counsel, subject any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the assumptions and qualifications stated thereinissuance of such new Series of Notes (all such terms, and in a form substantially acceptable to the Trustee, dated “Principal Terms” of such Series). The terms of such Indenture Supplement may modify or amend the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements terms of this Base Indenture and the related Series Supplement and constitute all the documents required solely as applied to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the such new Series of Notes. (d) Unless otherwise specified in an Indenture Notes, and all conditions precedent provided Supplement for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the a new Series of Notes, the Issuer may direct the Indenture Notes have been complied with; (B) Trustee to deposit all or a portion of the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) net proceeds from the issuance of such new Series of Indenture Notes has been duly authorized into a Series Account for another Series of Notes and executed and, when authenticated and delivered in accordance with may specify that the provisions of this Base Indenture and proceeds from the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction sale of such conditions, the Trustee shall authenticate and deliver, as provided above, such new Series of Indenture Notes upon execution thereof by ZVF. (c) Prior may be used to reduce the issuance Invested Amount of any another Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.

Notes Issuable in Series. (a) The Indenture Notes may shall be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by issued pursuant to a Series Supplement. (b) Indenture Notes of a new Series or Additional Notes of Indenture Notes an existing Series may from time to time be executed by ZVF the Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (Order and upon performance or such shorter time as is acceptable delivery by the Issuers to the Trustee) in advance of Trustee and the related Series Closing Date and upon delivery by ZVF to the TrusteeControl Party, and receipt by the TrusteeTrustee and the Control Party on or before the applicable Series Closing Date, of the following: (i) a Company Order at least three (3) Business Days (except in the case of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order will be revocable by the Issuers upon notice to the Trustee no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the related Series Closing Date), authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying specifying, if applicable, the designation of such new Series of Indenture Notes, Notes and the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and and, if applicable, the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Issuers and the Trustee and specifying specifying, to the extent applicable, the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each there is an existing Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid or defeased in full in accordance with Section 12.1(c) from the proceeds of issuance of the parties theretoAdditional Notes or otherwise), other each Rating Agency has provided a Rating Agency Confirmation and each Rating Agency has rated the Additional Notes no lower than the Trusteelower of (x) the then-current credit rating assigned by such Rating Agency or (y) the initial credit rating assigned by such Rating Agency (in each case, without negative implications) to each Outstanding Series of Notes ranking on the same priority as the Additional Notes; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each there is an existing Series of Indenture Notes Outstanding (other than any such a Series of Indenture Notes Outstanding that will be repaid or defeased in full in accordance with respect to which an Amortization Event or Potential Amortization Event is continuing as Section 12.1(c) from the proceeds of the date of the issuance of the new Series of Indenture Additional Notes or will occur as a result otherwise), one or more Officer’s Certificates, each executed by an Authorized Officer of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of NotesIssuers, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that that: (A) no Limited Liquidation Event the Aggregate Outstanding Principal Amount of Default all Notes as of the applicable Series Closing Date on a pro forma basis after giving effect to the issuance of such Additional Notes and the application of proceeds therefrom shall be equal to not more than the Maximum Program Amount; provided that the issuance of Additional Notes in excess of the Maximum Program Amount may be permitted subject to (i) the Issuers or Enhancement Deficiency with respect the Manager obtaining a new valuation by an Approved Valuation Firm indicating that the Aggregate Outstanding Principal Amount of all Notes as of the applicable Series Closing Date on a pro forma basis after giving effect to any the proposed issuance of such Additional Notes and the application of proceeds therefrom will not exceed 42.81% of the fair market value of the Spectrum Portfolio (determined by way of substantially the same methodology used to determine such fair market value on or prior to the Closing Date) as of the applicable Series Closing Date; and (ii) the consent of the Control Party (acting at the direction of the Controlling Class Representative); (B) the Series Anticipated Repayment Date of such Additional Notes (if a new Series of Notes is being issued) is on or after the latest maturity of all of the then-Outstanding Notes (other than a Series of Notes Outstanding that will be repaid or defeased in full from the proceeds of issuance of the new Series of Notes or otherwise); (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the Additional Notes; (D) all representations and warranties of the Issuers in this Base Indenture and the other Transaction Documents are true and correct in all material respects, and will continue to be true and correct in all material respects after giving effect to such new Series issuance of NotesAdditional Notes (other than any representation or warranty that, by its terms, is made only as of an earlier date) after giving effect to the issuance of the Notes and the application of proceeds thereof; (BE) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Manager Termination Event of Default has occurred and is continuing or will occur as a result of such issuance; (F) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement; (G) all costs, fees and expenses with respect to the issuance of the Additional Notes or relating to the actions taken in connection with such new Series issuance that are required to be paid at the time of Notes and (C) consent has issuance have been obtained paid or will be paid from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date proceeds of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and Additional Notes; (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (DH) all conditions precedent with respect to the authentication and delivery of such Additional Notes provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfiedor waived; (viI) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such Additional Notes; (viiJ) evidence that each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in the Transaction Documents that (x) except as otherwise provided in the Transaction Documents, it will not exercise any legal remedies against the Securitization Entities with respect to the relevant Transaction Document(s), including for breach of covenants, representations, warranties, agreements, undertakings and any other obligations under such Related Documents thatTransaction Document, provided that this clause (J)(x) (i) does not apply to claims or suits against third parties (“Applicable Third Parties”) acting for or on behalf of the Securitization Entities, and does not prohibit any counterparty from bringing any counterclaim, exercising any rights or taking any other action in connection with a claim made or action brought by or on behalf of the Securitization Entities (or by any Applicable Third Party) against such party or from exercising equitable remedies against a Securitization Entity and (ii) shall restrict such parties from taking action only against the Securitization Entities, and (y), prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full in cash of all outstanding obligations to pay interest, principal and any other amounts due at maturity or earlier redemption and all other Obligations in respect of the latest maturing Indenture Note, it will not institute initiate against, or join with any other Person in institutinginitiating against, against ZVF the Securitization Entities, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, proceedings under any Federal applicable federal or state bankruptcy or similar lawlaw (collectively, an “Insolvency Proceeding”). Notwithstanding anything to the contrary in this Indenture, this clause (J)(y) (i) does not prohibit or limit such parties to the Transaction Documents from proving any claim, exercising any rights or taking any other action in connection with any Insolvency Proceeding initiated by or against the Securitization Entities not in breach of this paragraph and (ii) shall restrict such Parties to the Transaction Documents from taking action only against the Securitization Entities; (viiiK) unless otherwise specified in the related Series Supplementthere is no action, an Opinion of Counselproceeding, subject or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to the assumptions and qualifications stated therein, and result in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement Material Adverse Effect with respect to the authentication and delivery of the new Series of Indenture Notes have been complied withSecuritization Entities; (BL) the related such Additional Notes, if of a new Series, do not rank senior or prior to, or junior or second to, any Series Supplement has been duly authorizedof Notes Outstanding (whether structurally, executed and delivered by ZVFcontractually or otherwise); (CM) the new Additional Notes Pro Forma DSCR shall be greater than or equal to 1.01x; where “Additional Notes Pro Forma DSCR” means, as of any proposed Series Closing Date, the ratio equal to (a) Lease Payments made during the immediately preceding Quarterly Collection Period, over (b) the maximum sum (determined in good faith by the Issuers) in any Quarterly Collection Period after the date of Indenture issuance of such Additional Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled prior to the benefits Legal Final Maturity Date of this Base Indenture such Additional Notes of (1) Debt Service, (2) the Securitization Operating Expenses, (3) Spectrum Portfolio Maintenance Expenses, (4) the Management Fee, (5) the Back-Up Management Fee and (6) commitment fees in respect of any LC Facility; where “Debt Service” means the related aggregate sum due and payable on any Quarterly Payment Date in respect of the Class A Notes and any proposed Additional Notes prior to the Legal Final Maturity Date of any proposed Additional Notes of (a) the Class A Notes Quarterly Interest Amount, plus with respect to the proposed issuance of Additional Notes, the additional Quarterly Interest Amount that would be due and payable on any Quarterly Payment Date in respect of any proposed Additional Notes prior to the Series SupplementLegal Final Maturity Date of such Additional Notes, subjectas if such Additional Notes were outstanding from and after the proposed Series Closing Date, plus (b) with respect to Class A Notes Outstanding, the Scheduled Principal Payment due and payable on any Quarterly Payment Date prior to the latest legal final maturity date set forth in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related applicable Series Supplement is a legal(as ratably reduced by the aggregate amount of any prior payments of Repurchase Amounts, valid repurchases and binding agreement cancellations of ZVFClass A Notes, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles optional prepayments of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction principal of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVF. Notes), plus (c) Prior with respect to the proposed issuance of any Series of Indenture Additional Notes, ZVF shall review the estimated costs Scheduled Principal Payment that would be due and expenses payable on any Quarterly Payment Date in respect of such issuance with Additional Notes prior to the Lessee Series Legal Final Maturity Date of such Additional Notes, as if such Additional Notes were outstanding from and ZVF shall not issue any after the proposed Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.Closing Date;

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture So long as each of the certifications described in clause (iii)(I) and clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Series 2015-1 Closing Date) in advance of the related Series Closing Date (which Company Request will be revocable by the Co-Issuers upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Co-Issuers to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreementin the case of any Additional Notes, if any, executed by each there is one or more Series of Notes Outstanding (apart from such Additional Notes) on the applicable Series Closing Date (unless all Series of Notes Outstanding (apart from such Additional Notes) will be repaid in full from the proceeds of the parties thereto, other than issuance of the TrusteeAdditional Notes or otherwise on the applicable Series Closing Date): (A) no Cash Trapping Period is in effect or will commence as a result of the issuance of such Additional Notes; (ivB) written confirmation from each Rating Agency, if any, either the Co-Issuers or their respective Managers that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture such Additional Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have has been satisfied with respect to such issuancesatisfied; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (AC) no Limited Liquidation Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the issuance of such new Series of Additional Notes, ; (BD) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred and is continuing or will occur as a result of the issuance of such new Additional Notes; (E) the New Series of Notes Pro Forma DSCR is greater than or equal to 2.00:1.00; (F) the Senior Leverage Ratio and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing Driven Brands Leverage Ratio as of the date of applicable Series Closing Date are each less than or equal to 7.00:1.00 after giving pro forma effect to the issuance of such new Series Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (G) (i) prior to the Amendment No. 5 Trigger Date, the anticipated repayment date for such Additional Notes will not be prior to the anticipated repayment date of any Class of Notes or will occur as a result then Outstanding (other than in the case of the an issuance of such new Series of Notes Class A-1 Notes) and (ii) that on and after the Amendment No. 5 Trigger Date, [RESERVED];1 (H) the legal final maturity date for such Additional Notes will remain Outstanding immediately following not be prior to the issuance legal final maturity of such new Series any Class of Notes and then Outstanding; 1 Upon the Amendment No. 5 Trigger Date, clause (DG) all conditions precedent provided in of this Base Indenture and the related Series Supplement with respect Section 2.2(b)(iii) will be amended, automatically, without any need for any further action, to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection replace such clause with the issuance word “[Reserved]”. (I) one or more Officers’ Certificates, each executed by an Authorized Officer of a Segregated Series of Noteseach Co-Issuer, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date Date, certifying to the matters set forth in clauses (A) through (H) above and to the effect that that: (1) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Additional Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such Additional Notes have been satisfiedsatisfied or waived; (vi2) a Tax Opinionthe Guarantee and Collateral Agreements are in full force and effect as to such Additional Notes; (vii3) evidence that each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such Related the Transaction Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal, state or state Canadian bankruptcy or insolvency or similar law; and (4) all representations and warranties of the Co-Issuers in this Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date in all material respects); (viiiJ) unless otherwise specified in the related proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement; (K) all costs, an Opinion fees and expenses with respect to the issuance of such new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of such new Series of Notes; and (L) if such new Series of Notes includes Subordinated Debt, the terms of such new Series of Notes include the Subordinated Debt Provisions to the extent applicable. (iv) a Tax Opinion, dated the applicable Series Closing Date; provided that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of the issuance of such new Series of Notes or otherwise on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the definition of “Tax Opinion” will be required to be given in connection with the issuance of such new Series of Notes; (v) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the such new Series of Indenture Notes, and all conditions precedent provided for in Notes are permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied with2015-1 Closing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized each Co-Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFsuch Co-Issuer, enforceable against such Co-Issuer in accordance with its terms; (C) such new Series of Notes have been duly authorized by each Co-Issuer, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of such Co-Issuer, enforceable against such Co-Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the Investment Company Act within the meaning of Section 3(a)(1) thereof; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreements on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreements, insolvencyand such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (F) (x) based on a reasoned analysis, reorganizationthe assets and liabilities of each U.S. Securitization Entity as a debtor in a bankruptcy proceeding in the United States would not be substantively consolidated with the assets and liabilities of Parent or the U.S. Manager, moratorium and other similar laws affecting creditors’ rights generally (y) based on a reasoned analysis, the assets and liabilities of each Canadian Securitization Entity as a debtor in a bankruptcy or insolvency proceeding in Canada would not be substantively consolidated with the assets and liabilities of ParentDBI or the Canadian Manager; (G) neither the execution and delivery by each Co-Issuer of such Notes and the Series Supplement nor the performance by such Co-Issuer of its respective obligations under each of such Notes and the Series Supplement (i) conflicts with the Charter Documents of such Co-Issuer, (ii) constitutes a violation of, or a default under, any material agreement to general principles which such Co-Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to such Co-Issuer (which orders and decrees may be set forth in a schedule to such opinion); (H) neither the execution and delivery by each Co-Issuer of equitysuch Notes and the Series Supplement nor the performance by such Co-Issuer of its respective payment obligations under each of such Notes and the Series Supplement (i) violates any law, rule or regulation of any relevant jurisdiction or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding or investigation pending or threatened against ParentDBI or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to have a Material Adverse Effect on the business or assets of the Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of such Notes by the Co-Issuers to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the Securities Act; and (ixK) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture (except that no such Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Series 2015-1 Closing Date); (vi) one or more Officers’ Certificates, each executed by an Authorized Officer of each Co-Issuer, dated as of the applicable Series Closing Date to the effect that: (A) the related Series Supplement has been duly authorized, executed and delivered by such Co-Issuers and constitutes a legal, valid and binding agreement of such Co-Issuer, enforceable against such Co-Issuer in accordance with its terms; and (B) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and (vii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Additional Notes upon execution thereof by ZVFthe Co-Issuers. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes. (e) The issuance of Additional Notes shall not be subject to the issuance consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee Transaction Documents, including acquisitions and ZVF shall not issue any Series refinancings of Indenture Notes if acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may shall be issued in one or more Series of Indenture Notes, including as Additional Notes of an existing Series, Class, Subclass or Tranche of Notes. Each Series of Indenture Notes shall be created by issued pursuant to a Series Supplement. Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall be issued pursuant to a Supplement to the related Series Supplement. (b) Indenture Notes So long as each of a new the certifications described in clause (iv) below (if applicable) are true and correct as of the applicable Series of Indenture Closing Date, Notes may from time to time be executed by ZVF the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (except in the case of the Series of Notes being issued on the Amendment Date or such shorter time as is acceptable to the Trusteein connection with a Series Refinancing Event) in advance of the related Series Closing Date (which Company Request will be revocable by the Co-Issuers upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Co-Issuers to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement for a new Series of Notes or a Supplement to the related Series Supplement for Additional Notes issued under an existing Series, Class, Subclass or Tranche of Notes, as applicable, satisfying the criteria set forth in Section 2.3 executed by ZVF the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each any existing Notes shall remain Outstanding following such issuance of such Notes (other than in connection with a Series Refinancing Event or such existing Notes that will be repaid in full from the proceeds of the parties theretoissuance of such Notes or that will otherwise be repaid in full on the applicable Series Closing Date), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, either the Manager or the Co-Issuers that the Rating Agency Condition with respect to each Series the issuance of Indenture such Notes has been satisfied; (iv) in the case of Additional Notes, if any existing Notes shall remain Outstanding following such issuance of such Additional Notes (other than any such in connection with a Series of Indenture Notes with respect to which an Amortization Refinancing Event or Potential Amortization Event is continuing as of such existing Notes that will be repaid in full from the date proceeds of the issuance of the new Series of Indenture such Additional Notes or that will occur as a result of otherwise be repaid in full on the issuance of the new applicable Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of NotesClosing Date), an one or more Officer’s Certificate Certificates, each executed by an Authorized Officer of ZVF each Co-Issuer, dated as of the applicable Series Closing Date to the effect that that: (A) (x) prior to the Springing Amendments Implementation Date, no Limited Liquidation Cash Flow Sweeping Period and (y) on and after the Springing Amendments Implementation Date, no Cash Trapping Period is in effect, in each case, or will commence as a result of the issuance of the Additional Notes; (B) no Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the such issuance of such new Series of Additional Notes, ; (BC) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred and is continuing or will occur as a result of such issuance; (D) the Dine Brands Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of such new Series Additional Notes, any repayment of Notes and existing Indebtedness from such Additional Notes; (CE) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect Senior Leverage Ratio is less than or equal to which an Amortization Event or Potential Amortization Event is continuing as of the date of 6.50x after giving pro forma effect to the issuance of such Additional Notes, any repayment of existing Indebtedness from such Additional Notes and the other uses of the proceeds thereof; (F) the New Series Pro Forma DSCR for such series of Additional Notes is greater than or equal to 2.00x; (G) if there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the new Series of Notes or will occur as a result of otherwise on the applicable Series Closing Date), the Rating Agency Condition with respect to the issuance of such new Additional Notes is satisfied; (H) all representations and warranties of the Co-Issuers in this Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date); (I) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement, except for (i) increases in the aggregate Outstanding Principal Amount of any existing Series, Class, Subclass or Tranche of Notes and (ii) such changes that will remain Outstanding immediately following are permitted in accordance with the terms hereunder and the applicable Series Supplement, in each case, if such Additional Notes are issued thereunder; (J) all costs, fees and expenses with respect to the issuance of such new Additional Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date (or issuance date with respect to Additional Notes of an existing Series, Class, Subclass or Tranche) have been paid or will be paid from the proceeds of issuance of such Additional Notes and or other available amounts; (DK) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery (or registration, in the case of Uncertificated Notes) of such Additional Notes provided in this Base Indenture, the new related Series of Notes have been satisfied Supplement and, if applicable, the related Note Purchase Agreement and (y) solely any other related note purchase agreement executed in connection with the issuance of a Segregated Series such Additional Notes have been satisfied or waived; (L) the Guarantee and Collateral Agreement is in full force and effect as to such Additional Notes; (M) if such Additional Notes include Subordinated Debt, the terms of Notes, an Officer’s Certificate of ZVF dated as of any such Additional Notes set forth in the applicable Series Closing Date Supplement include the Subordinated Debt Provisions to the effect that all conditions precedent provided in this Base Indenture extent applicable; (N) the Series Legal Final Maturity Date for any new Additional Notes will not be prior to the Series Legal Final Maturity Date of any Class of Senior Notes then Outstanding; (O) a Company Order authorizing and the related Segregated Series Supplement with respect to directing the authentication and delivery (or registration in the case of Uncertificated Notes) of such new Segregated Series Additional Notes by the Trustee and specifying the designation of such Additional Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such Additional Notes have been satisfiedto be authenticated (or registered, in the case of Uncertificated Notes) and the Note Rate with respect to such Additional Notes; (viP) a Tax Opinion; (vii) evidence that each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such Related the Transaction Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; provided, that none of the foregoing conditions shall apply and no Officer’s Certificates shall be required under this clause (iv) if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of the issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (viiiv) unless a Tax Opinion dated the applicable Series Closing Date; provided that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of such Notes or otherwise specified on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the related definition of Tax Opinion are required to be given in connection with the issuance of such new Series Supplement, an Opinion of Notes; (vi) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required Notes are permitted to be delivered hereunder and thereunder for authenticated by the Trustee pursuant to authenticate and deliver the new Series terms of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied withInitial Closing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Co-Issuers and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFeach of the Co-Issuers, enforceable against each of the Co-Issuers in accordance with its terms; (C) such Notes have been duly authorized by the Co-Issuers, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of each of the Co-Issuers, enforceable against each of the Co-Issuers in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered as an “investment company” under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such Notes; (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of Dine Brands Global, reorganizationInc. or the Manager in a manner prejudicial to Noteholders; (G) neither the execution and delivery by the Co-Issuers of such Notes and the Supplement nor the performance by the Co-Issuers of its obligations under each of the Notes and the Supplement: (i) conflicts with the Charter Documents of the Co-Issuers, moratorium (ii) constitutes a violation of, or a default under, any material agreement to which any of the Co-Issuers is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to any of the Co-Issuers (which orders and other similar laws affecting creditors’ rights generally decrees may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Co-Issuers of such Notes and the Supplement nor the performance by the Co-Issuers of their payment obligations under each of such Notes and the Series Supplement: (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding, or investigation pending or threatened against Dine Brands Global, Inc. or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to general principles have a Material Adverse Effect on the business or assets of equitythe Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of such Notes by the Co-Issuers to the initial purchaser(s) thereof or by the initial purchaser(s) to the initial investors in such Notes to register such Notes under the 1933 Act; and (ixK) all conditions precedent to such issuance have been satisfied and that the related Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and (vii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or written waiver by the Control Party (as directed by the Controlling Class Representative in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Co-Issuers. (cd) Prior With regard to any Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes. (e) The issuance of Additional Notes shall not be subject to the issuance consent of the Holders of any Series of Indenture Notes, ZVF shall review Notes Outstanding. The issuance of any additional Series of Class A-1 Notes will require the estimated costs and expenses consent of such issuance the Class A-1 Administrative Agents of any existing Series of Class A-1 Notes that will remain Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee and ZVF shall not issue any Series of Indenture Notes if Transaction Documents, including acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Each Issuer may issue Notes may be issued hereunder in one or more series of Notes, each series (a �Series�) having identical terms but for authentication date, effectuation date (in the case of an NGN or Registered Note issued under the NSS, each as defined below) and public offering price; provided that a Series of Indenture Notes may not comprise Notes in bearer form (�Bearer Notes�) and Notes in registered form (�Registered Notes�). Each such Series may contain one or more tranches of Indenture Notes, each such tranche (a �Tranche�) having identical terms, including authentication date and public offering price; provided that a Tranche of Notes shall be created by a Series Supplementmay not comprise Bearer Notes and Registered Notes. (b) Indenture Notes issued hereunder shall be issued pursuant to authority granted by the Board of a new Series Directors of Indenture the relevant Issuer and (in the case of Notes may issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time any one authorized person, as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth specified in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii3(a) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFhereof. (c) Prior to the issuance issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a �Corporate Order�): (1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities; (2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and effectuated (as applicable) and delivered under this Agreement (except for Notes authenticated and effectuated (as applicable) and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7); (3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable; (4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable; (6) the currency or composite currency in which the Notes of such Series are denominated (the �Specified Currency�); (7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations; (11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8; (12) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (13) if the amount of payments of principal, of premium, if any, and of interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined; (14) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of Indenture such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order; (15) if Bearer Notes are to be issued, whether the temporary global Note and permanent global Note to be issued are intended to be issued in new global note (�NGN�) form or classic global note (�CGN�) form and whether a NGN is intended to be held in a manner which would allow Eurosystem eligibility (a �Eurosystem-eligible NGN�); (16) if Registered Notes are to be issued in global form, whether the global Note to be issued is intended to be issued under the new safekeeping structure (the �NSS�) or under the classic safekeeping structure (�CSS�) and whether a global Note issued under the NSS is intended to be held in a manner which would allow Eurosystem eligibility (a �Eurosystem-eligible NSS�); (17) any Events of Default with respect to the Notes of such Series, if not set forth herein; (18) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; (19) the stock exchange, competent authority and/or market, if any, on or by which the Notes will be listed and/or admitted to trading and related information; (20) any applicable restrictions on the transfer of any of the Notes of such Series; (21) whether Notes of such Series and/or the related Guarantee, if any, are senior or subordinated and, if such Notes and/or Guarantee are subordinated, the terms of such subordination; and (22) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement). All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. as operator of the Euroclear System (�Euroclear�), Clearstream Banking, soci�t� anonyme (�Clearstream, Luxembourg�) or any other clearance system specified for a particular Tranche or Series of Notes, ZVF shall review or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading or to conform to usage. (d) An additional Tranche of the estimated costs and expenses same Series may be issued subsequent to the original issue date of any Notes of such issuance Series (hereinafter called �Additional Notes�) following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the Lessee same Series, shall constitute one and ZVF shall not issue any the same Series of Indenture Notes if for all purposes under this Agreement; provided, however, that such consolidation of Additional Notes issued after the Lessee shall have notified ZVF Exchange Date will occur only following the exchange of its objection to such costs and expensesinterests in the Temporary Global Note for interests in the Permanent Global Note or Definitive Notes upon certification of non-U.S. beneficial ownership.

Notes Issuable in Series. (a) The Indenture Each Issuer may issue Notes may be issued hereunder in one or more series of Notes, each series (a "Series") having identical terms but for authentication date and public offering price; provided that a Series of Indenture Notes may comprise Notes in bearer form ("Bearer Notes") and Notes in registered form ("Registered Notes"). Each such Series may contain one or more tranches of Indenture Notes, each such tranche (a "Tranche") having identical terms, including authentication date and public offering price; provided that a Tranche of Notes shall be created by a Series Supplementmay comprise Bearer Notes and Registered Notes. (b) Indenture Notes issued hereunder shall be issued pursuant to authority granted by the Board of a new Series Directors of Indenture the relevant Issuer and (in the case of Notes may issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time any one authorized person, as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth specified in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii3(a) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFhereof. (c) Prior to the issuance issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a "Corporate Order"): (1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities; (2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and delivered under this Agreement (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7); (3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable; (4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable; (6) the currency in which the Notes of such Series is denominated, which may include U.S. dollars, any foreign currency or any composite of two or more currencies (the "Specified Currency"); (7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchase or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which the Notes of such Series shall be issuable, if other than (a) in the case of Registered Notes, 10,000 units of the Specified Currency and integral multiples of 1,000 units of the Specified Currency in excess thereof, or (b) in the case of all Bearer Notes in definitive form, 1,000, 10,000 and 100,000 units of the Specified Currency, or (c) in the case of Bearer Notes in global form, any integral multiple of 1,000 units of the Specified Currency; (11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8; (12) if other than the Specified Currency, the coin or currency in which payment of the principal of, premium, if any, or interest on the Notes of such Series shall be payable; (13) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (14) if the amount of payments of principal of, premium, if any, and interest on the Notes of such Series may be determined with reference to an index based on a coin or currency other than the Specified Currency, the manner in which such amounts shall be determined; (15) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of Indenture such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order; (16) any Events of Default with respect to the Notes of such Series, if not set forth herein; (17) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; (18) the stock exchanges, if any, on which the Notes will be listed and related information; (19) any applicable restrictions on the transfer of any of the Notes of such Series; and (20) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement). All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Xxxxxx Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System (the "Euroclear Operator"), Cedelbank, or any other clearance system specified for a particular Tranche or Series of Notes, ZVF shall review or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which such Notes may be listed, or to conform to usage. (d) An additional Tranche of the estimated costs and expenses same Series may be issued subsequent to the original issue date of any Notes of such issuance Series (hereinafter called "Additional Notes") following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the Lessee same Series, shall constitute one and ZVF shall not issue any the same Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expensesfor all purposes under this Agreement.

Notes Issuable in Series. (a) The Indenture Notes may shall be issued in one or more Series of Indenture Notes, including as Additional Notes of an existing Series, Class, Subclass or Tranche of Notes. Each Series of Indenture Notes shall be created by issued pursuant to a Series Supplement. Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall be issued pursuant to a Supplement to the related Series Supplement. (b) Indenture Notes So long as each of a new the certifications described in clause (iv) below (if applicable) are true and correct as of the applicable Series of Indenture Closing Date, Notes may from time to time be executed by ZVF the Issuer and delivered to the Trustee for authentication and thereupon thereupon, subject to Section 2.2(c), the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (except in the case of the Series of Notes being issued on the Closing Date or such shorter time as is acceptable to the Trusteein connection with a Series Refinancing Event) in advance of the related Series Closing Date (which Company Request will be revocable by the Issuer upon notice to the Trustee no later than 5:00 p.m. (New York City time) five (5) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement for a new Series of Notes or a Supplement to the related Series Supplement for Additional Notes issued under an existing Series, Class, Subclass or Tranche of Notes, as applicable, satisfying the criteria set forth in Section 2.3 executed by ZVF the Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed in the case of any Series of Notes that is rated by each of the parties thereto, other than the Trustee; (iv) written confirmation from each a Rating Agency, if anyany existing Notes shall remain Outstanding following such issuance of such Notes (other than in connection with a Series Refinancing Event or such existing Notes that will be repaid in full from the proceeds of the issuance of such Notes or that will otherwise be repaid in full on the applicable Series Closing Date), written confirmation from either the Manager or the Issuer that the Rating Agency Condition with respect to each Series the issuance of Indenture such Notes has been satisfied; (iv) in the case of Additional Notes, if any existing Notes shall remain Outstanding following such issuance of such Additional Notes (other than any such in connection with a Series of Indenture Notes with respect to which an Amortization Refinancing Event or Potential Amortization Event is continuing as of such existing Notes that will be repaid in full from the date proceeds of the issuance of the new Series of Indenture such Additional Notes or that will occur as a result otherwise be repaid in full on the applicable Series Closing Date), one or more Officer’s Certificates, each executed by an Authorized Officer of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of NotesIssuer, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that that: (A) no Limited Liquidation Cash Flow Sweeping Period is in effect; (B) no Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the such issuance of such new Series of Additional Notes, ; (BC) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred and is continuing or will occur as a result of such issuance; (D) the FAT Brands Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of such new Series of Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (CE) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect Senior Leverage Ratio is less than or equal to which an Amortization Event or Potential Amortization Event is continuing as of the date of 5.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (F) the New Series Pro Forma DSCR is greater than 2.00x; (G) in the case of any Series of Notes that is rated by a Rating Agency, if there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the new Series of Notes or will occur as a result of otherwise on the applicable Series Closing Date), the Rating Agency Condition with respect to the issuance of such new Additional Notes is satisfied; (1) all representations and warranties of the Issuer in the Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date), and (2) (x) neither the execution and delivery by the Issuer of such Notes and the Supplement nor the performance by the Issuer of its obligations under each of the Notes and the Supplement: (A) conflicts with the Charter Documents of the Issuer; (B) constitutes a violation of, or a default under, any material agreement to which the Issuer is a party; or (C) contravenes any order or decree that is applicable to the Issuer; and (y) there is no action, proceeding, or investigation pending or threatened in writing against FAT Brands or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to have a Material Adverse Effect on the business or assets of the Securitization Entities; (I) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto, except for (i) increases in the aggregate Outstanding Principal Amount of any existing Series, Class, Subclass or Tranche of Notes and (ii) such changes that will remain Outstanding immediately following are permitted in accordance with the issuance of terms hereunder and the applicable Series Supplement, in each case, if such new Series of Additional Notes are issued thereunder, and (D) all conditions precedent provided in consents required under this Base Indenture and the related applicable Series Supplement in connection with such proposed issuance have been granted; (J) all costs, fees and expenses with respect to the authentication and delivery issuance of such Additional Notes or relating to the new Series of Notes have been satisfied and (y) solely actions taken in connection with the such issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of that are required to be paid on the applicable Series Closing Date (or issuance date with respect to Additional Notes of an existing Series, Class, Subclass or Tranche) have been paid or will be paid from the effect that proceeds of issuance of such Additional Notes or other available amounts; (K) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Additional Notes provided in this Base Indenture, the related Series Supplement and related note purchase agreement executed in connection with the issuance of such Additional Notes have been satisfiedsatisfied or waived; (viL) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such Additional Notes; (viiM) evidence that if such Additional Notes include subordinated debt, the terms of any such Additional Notes set forth in the applicable Supplement include the subordinated debt provisions to the extent applicable; (N) the Series Legal Final Maturity Date for any Additional Notes will not be prior to the Series Legal Final Maturity Date of any Class of Senior Notes then Outstanding; (O) each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such Related the Transaction Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; provided, that none of the foregoing conditions shall apply and no Officer’s Certificates shall be required under this clause (iv) if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of the issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (viiiv) unless a Tax Opinion dated the applicable Series Closing Date for the Senior Notes and the Senior Subordinated Notes; provided, however, that a Tax Opinion will be provided for the Subordinated Notes upon request from the majority of Subordinated Noteholders, provided further, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of such Notes or otherwise specified on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the related definition of Tax Opinion are required to be given in connection with the issuance of such new Series Supplement, an Opinion of Notes; (vi) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required Notes are permitted to be delivered hereunder and thereunder for authenticated by the Trustee pursuant to authenticate and deliver the new Series terms of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied withClosing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Issuer, enforceable against the Issuer in accordance with its terms; (C) such Notes have been duly authorized by the Issuer, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered as an “investment company” under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such Notes; (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of FAT Brands or the Manager in a manner prejudicial to Noteholders; (G) neither the execution and delivery by the Issuer of such Notes and the Supplement nor the performance by the Issuer of its obligations under each of the Notes and the Supplement, reorganizationconflicts with the Charter Documents of the Issuer; (H) neither the execution and delivery by the Issuer of such Notes and the Supplement nor the performance by the Issuer of their payment obligations under each of such Notes and the Series Supplement: (i) violates any law, moratorium rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and other similar laws affecting creditors’ rights generally authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to general principles a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Issuer to the initial purchaser(s) thereof or by the initial purchaser(s) to the initial investors in such Notes to register such Notes under the 1933 Act; and (ixJ) all conditions precedent to such issuance have been satisfied and that the related Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and (vii) such other documents, instruments, certifications, agreements or other items as the Trustee or the Control Party may reasonably require. . (c) Upon satisfaction receipt of such conditionswritten notice from the Control Party (as directed by the Controlling Class Representative in writing, if a Controlling Class Representative has been appointed) confirming satisfaction, or written waiver by the Control Party (as directed by the Controlling Class Representative in writing, if a Controlling Class Representative has been appointed), of the conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Issuer and the Trustee’s receipt of a Company Request in accordance with, and subject to, Section 2.2(b); provided that, with respect to the Notes issued on the Closing Date, written notice from the Control Party shall not be necessary and the Issuer’s delivery of the executed Notes shall be deemed to be confirmation of the satisfaction of the conditions set forth in Section 2.2(b). Notwithstanding anything contained herein or in any Supplement to the contrary, the Trustee shall be entitled to conclusively rely on, and shall be fully protected in so relying on, such written notice from the Control Party (or in the case of the Notes issued on the Closing Date, the Issuer’s delivery of the executed Notes) and shall in no event be required to make inquiry or investigation as to whether the conditions set forth in Section 2.2(b) have been satisfied or waived. The closing of any issuance of Notes may (but shall not be required to) be effected through an escrow arrangement on terms acceptable to the Trustee, the Control Party and Issuer. (cd) Prior With regard to any Notes issued pursuant to this Section 2.2, the Issuer may only use the proceeds from such issuance to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the Issuer may only use the proceeds from the issuance of any Series of Indenture Subordinated Notes to repay Senior Notes, ZVF shall review the estimated costs Senior Subordinated Notes or all Outstanding Classes of Senior Notes and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expensesSenior Subordinated Notes.

Notes Issuable in Series. (a) The Indenture Notes may shall be issued in one or more Series of Indenture Notes. Each Series of Indenture Notes shall be created by a Series Supplement. A Series of Notes may include separate Classes, Subclasses or Tranches as set forth in the Series Supplement for such Series. Any reference to a Series shall, unless the context requires otherwise, also include any Class, Subclass or Tranche of such Series. (b) Indenture Notes of a new Series of Indenture Notes may from time to time be executed by ZVF HVF III and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF HVF III to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, any Classes, Subclasses or Tranches of such new Series of Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 (Series Supplement for each Series of Notes) of this Base Indenture executed by ZVF and HVF III, the Trustee and any other parties thereto and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, an Officer’s Certificate of HVF III to the effect that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes (A) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture NotesNotes or (B) that is being repaid in full with the proceeds of the Notes issued pursuant to such Series Supplement) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF HVF III dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such a new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such a new Series of Notes and Notes, (C) consent has been obtained from the Required Series Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such the new Series of Notes or will occur as a result of the issuance of such the new Series of Notes, if, in any such case, such existing Series of Notes and (ii) that will remain Outstanding immediately following not be refinanced with the proceeds of the issuance of such new Series of Notes and Notes, (D) all conditions precedent provided set forth in this Section 2.2 (Notes Issuable in Series) of this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (yE) solely all conditions precedent set forth in connection with the issuance of a Segregated Section 2.3 (Series Supplement for each Series of Notes, an Officer’s Certificate ) of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery execution of such new Segregated the related Series of Notes Supplement have been satisfiedcomplied with in all material respects; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to each Series Related Document (other than the new Series Supplement or the HVF III LLC Agreement), evidence (in the form of Indenture Notes an Officer’s Certificate of HVF III) that each party to such Series Related Document has covenanted and agreed in such Series Related Documents Document that, prior to the date which that is one (1) year and one (1) day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF HVF III any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Series Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements conditions precedent provided for in Section 2.2 (Notes Issuable in Series) of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all in any conditions precedent provided for section specified in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied withwith in all material respects, and all conditions precedent set forth in Section 2.2 (Notes Issuable in Series) of this Base Indenture and in any conditions precedent section of the related Series Supplement with respect to the execution of the related Series Supplement have been complied with in all material respects; provided no such Opinion of Counsel shall be required on the Initial Closing Date or on the closing occurring on June 30, 2021; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVFHVF III; (C) the new Series of Indenture Notes has been duly authorized and executed andwhen executed, when authenticated and delivered by the Trustee, and issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplementtheir terms, subject, in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; (D) the related Series Supplement is a valid and binding agreement of HVF III, enforceable in accordance with its terms, subject to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (DE) the related Trustee has a valid and perfected security interest in the Indenture Collateral; (F) any consents that any existing Series Supplement is a legal, valid and binding agreement requires for the issuance of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles any new Series of equityNotes have been obtained; and (ixG) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction of such conditionsthe conditions set forth in clause (b) above, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFHVF III. (cd) Prior to Upon the issuance request of HVF III and receipt by the Trustee of the documents described in this Section 2.2 (Notes Issuable in Series) of this Base Indenture, the Trustee shall join with HVF III in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture Notesand shall make any further appropriate agreements and stipulations that may be therein contained, ZVF shall review but the estimated costs and expenses of such issuance with the Lessee and ZVF Trustee shall not issue be obligated to enter into such Series Supplement that affects its own rights, duties or immunities under this Base Indenture or otherwise. Any Series Supplement that satisfies the conditions precedent set forth in this Section 2.2 (Notes Issuable in Series) of this Base Indenture shall not be required to satisfy any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expensesother conditions set forth herein.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series SupplementSupplement related to such Series of Notes. (b) Indenture Notes of a new Series of Indenture Notes may from time to time be executed by ZVF CPF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF CPF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Invested Amount (or the method for calculating the Initial Principal Invested Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement for such new Series of Notes satisfying the criteria set forth in Section 2.3 executed by ZVF CPF and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF CPF dated as of the applicable Series Closing Date to the effect that (A) no Amortization Event, Limited Liquidation Event of Default Default, Potential Amortization Event or Enhancement Deficiency with respect to any Series of Notes Outstanding in the same Group as such new Series of Notes is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount no Borrowing Base Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default Default, in each case, with respect to any Series of Notes in the same Group as such new Series of Notes, is continuing or will occur as a result of the issuance of such new Series of Notes and Notes, (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a not result in any breach of any of the issuance terms, conditions or provisions of, or constitute a default under, any indenture, mortgage, deed of such new Series trust or other agreement or instrument to which CPF is a party or by which it or its property is bound or any order of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which CPF is a party or by which it or its property may be bound or to which it or its property may be subject, and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement for such new Series of Notes with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (viv) a Tax Opinion; (viivi) evidence that each of the parties to the Related Documents with respect to the Series Supplement for such new Series of Indenture Notes and the other Applicable Related Documents has covenanted and agreed in such Series Supplement and such Applicable Related Documents with respect to such new Series of Notes that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF CPF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viiivii) unless otherwise specified in the related Series SupplementSupplement for such new Series of Notes, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Series Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform in all material respects to the requirements of this Base Indenture and the related Series Supplement for such new Series of Notes and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the such new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement for such new Series of Notes with respect to the authentication and delivery of the such new Series of Indenture Notes have been complied withwith in all material respects; (B1) CPF is duly organized under the jurisdiction of its formation and has the limited liability company power and authority to execute and deliver the Series Supplement for such new Series of Notes, this Base Indenture and each other Applicable Related Document for such new Series of Notes to which it is a party and to issue such new Series of Notes and (2) each of CPF, the Guarantor, the Lessee and the Administrator is duly organized under the jurisdiction of its formation and has the limited liability company power and authority to execute and deliver each of the Applicable Related Documents for such new Series of Notes to which it is a party and, in the case of CPF, to issue such new Series of Notes; (C) the related Series Supplement for such new Series of Notes has been duly authorized, executed and delivered by ZVFCPF; (CD) the such new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series SupplementSupplement for such new Series of Notes, will constitute valid, binding and enforceable obligations of ZVF CPF entitled to the benefits of this Base Indenture and the related such Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and; (DE) this Base Indenture, the related Series Supplement for such new Series of Notes and each of the other Applicable Related Documents with respect to such new Series of Notes to which CPF, the Administrator or the Lessee is a party is a legal, valid and binding agreement of ZVFCPF, the Administrator or the Lessee, as the case may be, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; (F) CPF is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register as an “investment company” under, the Investment Company Act; (G) the offer and sale of such new Series of Notes, if offered in accordance with the terms of the Applicable Related Documents for such new Series of Notes, has been offered pursuant to a valid exemption from registration under the Securities Act; (H) this Base Indenture and the Series Supplement for such new Series of Notes are not required to be registered under the Trust Indenture Act; (I) as to such new Series of Notes and as to any Series of Notes that is part of the same Group as such new Series, the Opinions of Counsel relating to (1) the validity, perfection and priority of security interests, (2) the nature of the Applicable CPF Lease for each Series of Notes in such Group as a “true lease” and not as a financing arrangement, (3) the analysis of substantive consolidation of the assets of CPF with the assets of BRAC or any Affiliate thereof in the event of insolvency of any one such party, (4) there being no pending or threatened litigation which would materially and adversely affect the ability of CPF, the Lessee, ABCR or the Administrator to perform its obligations under any of the Applicable Related Documents and (5) the absence of any conflict with or violation of any known court decree, injunction, writ or order applicable to CPF or any breach or default of any indenture, agreement or other instrument as a result of the issuance of such Series of Notes by CPF; and (ixJ) such other matters as the Trustee may reasonably require; and (viii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such new Series of Indenture Notes upon execution thereof by ZVFCPF. (c) Prior to the issuance of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.

Notes Issuable in Series. (a) The Indenture Each Issuer may issue Notes may be issued hereunder in one or more series of Notes, each series (a “Series”) having identical terms but for authentication date, effectuation date (in the case of an NGN or Registered Note issued under the NSS, each as defined below) and public offering price; provided that a Series of Indenture Notes may not comprise Notes in bearer form (“Bearer Notes”) and Notes in registered form (“Registered Notes”). Each such Series may contain one or more tranches of Indenture Notes, each such tranche (a “Tranche”) having identical terms, including authentication date and public offering price; provided that a Tranche of Notes shall be created by a Series Supplementmay not comprise Bearer Notes and Registered Notes. (b) Indenture Notes issued hereunder shall be issued pursuant to authority granted by the Board of a new Series Directors of Indenture the relevant Issuer and (in the case of Notes may issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time any one authorized person, as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth specified in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii3(a) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFhereof. (c) Prior to the issuance issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a “Corporate Order”): (1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities; (2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and effectuated (as applicable) and delivered under this Agreement (except for Notes authenticated and effectuated (as applicable) and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7); (3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable; (4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable; (6) the currency or composite currency in which the Notes of such Series are denominated (the “Specified Currency”); (7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the relevant Issuer or the Guarantor as the case may be, to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations; (11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8; (12) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor, as the case may be, or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (13) if the amount of payments of principal, of premium, if any, and of interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined; (14) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of Indenture such Series, except that the Notes of such Series shall not be issuable as Bearer Notes unless such issuance is permitted under U.S. federal income tax law at the time of issuance without adverse consequences to the relevant Issuer; (15) if Bearer Notes are to be issued, whether the temporary global Note and permanent global Note to be issued are intended to be issued in new global note (“NGN”) form or classic global note (“CGN”) form and whether a NGN is intended to be held in a manner which would allow Eurosystem eligibility (a “Eurosystem-eligible NGN”); (16) if Registered Notes are to be issued in global form, whether the global Note to be issued is intended to be issued under the new safekeeping structure (the “NSS”) or under the classic safekeeping structure (“CSS”) and whether a global Note issued under the NSS is intended to be held in a manner which would allow Eurosystem eligibility (a “Eurosystem-eligible NSS”); (17) any Events of Default with respect to the Notes of such Series, if not set forth herein; (18) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; (19) the stock exchange, competent authority and/or market, if any, on or by which the Notes will be listed and/or admitted to trading and related information; (20) any applicable restrictions on the transfer of any of the Notes of such Series; (21) whether Notes of such Series and/or the related Guarantee, if any, are senior or subordinated and, if such Notes and/or Guarantee are subordinated, the terms of such subordination; and (22) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement). All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor (in the case of the Notes issued by an Issuer other than GE Capital), in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or any other clearance system specified for a particular Tranche or Series of Notes, ZVF shall review or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading or to conform to usage. (d) An additional Tranche of the estimated costs and expenses same Series may be issued subsequent to the original issue date of any Notes of such issuance Series (hereinafter called “Additional Notes”) following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the Lessee same Series, shall constitute one and ZVF shall not issue any the same Series of Indenture Notes if for all purposes under this Agreement; provided, however, that such consolidation of Additional Notes issued after the Lessee shall have notified ZVF Exchange Date will occur only following the exchange of its objection interests in the Temporary Global Note for interests in the Permanent Global Note or Definitive Notes upon certification of non-U.S. beneficial ownership. (e) Notwithstanding anything in this Section 2 to the contrary, Notes may not be issued in the form of Bearer Notes unless such costs and expensesissuance is permitted under U.S. federal income tax law at the time of issuance without adverse consequences to the relevant Issuer.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may may, from time to time time, be executed by ZVF the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request Order at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order will be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Master Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Master Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the parties theretonew Series of Notes or otherwise on the applicable Series Closing Date), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, either the Manager or the Master Issuer that the Rating Agency Condition with respect to the issuance of such Additional Notes is satisfied; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of Indenture Notes Outstanding the parties thereto in compliance with Section 8.33; (other than any such Series vi) one or more Officer’s Certificates, each executed by an Authorized Officer of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing the Master Issuer, dated as of the date applicable Series Closing Date to the effect that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (B) the new Series Holdco Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of Indenture such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (vD) all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (xother than any representation or warranty that, by its terms, is made only as of an earlier date); (E) solely no Cash Trapping Period is in connection with effect or will commence as a result of the issuance of a the new Series of Notes, an Officer’s Certificate of ZVF dated as of ; (F) the applicable New Series Closing Date Pro Forma DSCR is greater than or equal to the effect that 2.00x; (AG) no Limited Liquidation Manager Termination Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new any Series of Notes and (C) consent has been obtained from Outstanding or the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing Supplement relating thereto without such consents as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in are required under this Base Indenture or the applicable Series Supplement; (I) all costs, fees and the related Series Supplement expenses with respect to the authentication and delivery issuance of the new Series of Notes have been satisfied and (y) solely or relating to the actions taken in connection with the such issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of that are required to be paid on the applicable Series Closing Date to have been paid or will be paid from the effect that proceeds of the issuance of the new Series of Notes; (J) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfiedsatisfied or waived; (viK) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such new Series of Notes; (viiL) evidence that if such new Series of Notes includes Subordinated Notes, the terms of any such new Series of Notes include the Subordinated Notes Provisions to the extent applicable; (M) the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity of any Class of Senior Notes then Outstanding; (N) the legal final maturity date for any new Class of Senior Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes or any Class of Senior Subordinated Notes then Outstanding; (O) the legal final maturity date for any new Class of Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding; (P) each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; and (Q) there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities. (R) if such issuance is of a Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.6(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein. provided that none of the foregoing conditions shall apply and no Officer’s Certificates shall be required under this clause (vi) if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in an Officer’s Certificate and one or more Opinions of Counsel addressed to the related Series Supplement, an Opinion of CounselTrustee and the Control Party, subject to the customary assumptions and qualifications stated thereinqualifications, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied withClosing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Master Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Master Issuer, enforceable against the Master Issuer in accordance with its terms; (C) such new Series of Notes have been duly authorized by the Master Issuer, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of Wendy’s, reorganizationOldemark and the Existing Real Estate Holders; (G) neither the execution and delivery by the Master Issuer of such Notes and the related Series Supplement nor the performance by the Master Issuer of its obligations under each of such Notes and the related Series Supplement: (i) conflicts with the Charter Documents of the Master Issuer, moratorium (ii) constitutes a violation of, or a default under, any material agreement to which the Master Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Master Issuer (which orders and other similar laws affecting creditors’ rights generally decrees may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Master Issuer of such Notes and the related Series Supplement nor the performance by the Master Issuer of its obligations under each of such Notes and the related Series Supplement: (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to general principles a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act; and (J) all conditions precedent to such issuance have been satisfied and that the related Series Supplement is authorized or permitted pursuant to the terms and conditions of this Base Indenture (except that no Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Closing Date); and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Master Issuer. (cd) Prior With regard to any new Series of Notes issued pursuant to this ‎Section 2.2 that constitutes Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the Series Anticipated Repayment Date for such Series of Notes to repay either Senior Notes, Senior Subordinated Notes or Subordinated Notes; provided, however, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid. (e) The issuance of Additional Notes shall not be subject to the consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee and ZVF shall not issue any Series of Indenture Notes if Related Documents, including acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Request will be revocable by the Co-Issuers upon notice to the Trustee no later than 5:00 p.m. (New York City time) two Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Co-Issuers to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the parties theretonew Series of Notes or otherwise on the applicable Series Closing Date), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, either the Manager or the Co-Issuers that the Rating Agency Condition with respect to the issuance of such Additional Notes has been satisfied; provided, that the Co-Issuers shall be permitted to issue up to an additional $250,000,000 of additional Class A-2 Notes within three (3) years following the Closing Date without having to satisfy the Rating Agency Condition if the Note Rate for such Additional Notes does not exceed 15%; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of Indenture Notes Outstanding the parties thereto in compliance with Section 8.33; (other than any such Series vi) one or more Officer’s Certificates, each executed by an Authorized Officer of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing each Co-Issuer, dated as of the date applicable Series Closing Date to the effect that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.25x after giving effect to the issuance of the new Series of Indenture Notes and any repayment of existing Indebtedness from such new Series of Notes; (B) the DineEquity Leverage Ratio is less than or equal to 6.50x after giving effect to the issuance of the new Series of Notes and any repayment of existing Indebtedness from such new Series of Notes; (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (vD) all representations and warranties of the Co-Issuers in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (xother than any representation or warranty that, by its terms, is made only as of an earlier date); (E) solely no Cash Trapping Period is in connection with effect or will commence as a result of the issuance of a the new Series of Notes, an Officer’s Certificate of ZVF dated as of ; (F) the applicable New Series Closing Date Pro Forma DSCR is greater than or equal to the effect that 2.00x; (AG) no Limited Liquidation Manager Termination Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new any Series of Notes and (C) consent has been obtained from Outstanding or the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing Supplement relating thereto without such consents as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in are required under this Base Indenture or the applicable Series Supplement; (I) all costs, fees and the related Series Supplement expenses with respect to the authentication and delivery issuance of the new Series of Notes have been satisfied and (y) solely or relating to the actions taken in connection with the such issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of that are required to be paid on the applicable Series Closing Date to have been paid or will be paid from the effect that proceeds of issuance of the new Series of Notes; (J) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfiedsatisfied or waived; (viK) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such new Series of Notes; (viiL) evidence that if such new Series of Notes includes Subordinated Debt, the terms of any such new Series of Notes include the Subordinated Debt Provisions to the extent applicable; (M) the anticipated repayment date for any new Class of Senior Notes will not be prior to the anticipated repayment date of any Class of Senior Notes then Outstanding; (N) the anticipated repayment date for any new Class of Senior Subordinated Notes will not be prior to the anticipated repayment date of any Class of Senior Subordinated Notes then Outstanding; (O) the anticipated repayment date for any new Class of Subordinated Notes will not be prior to the anticipated repayment date of any Class of Subordinated Notes then Outstanding; (P) the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity of any Class of Senior Notes then Outstanding; (Q) the legal final maturity date for any new Class of Senior Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Subordinated Notes then Outstanding; (R) the legal final maturity date for any new Class of Subordinated Notes will not be prior to the legal final maturity of any Class of Subordinated Notes then Outstanding; and (S) each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; provided, that none of the foregoing conditions shall apply and no Officer’s Certificates shall be required under this clause (vi) if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in the related Series Supplement, an Opinion one or more Officer’s Certificates and Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied withClosing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Co-Issuers and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFeach of the Co-Issuers, enforceable against each of the Co-Issuers in accordance with its terms; (C) such new Series of Notes have been duly authorized by the Co-Issuers, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of each of the Co-Issuers, enforceable against each of the Co-Issuers in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the Investment Company Act; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of DineEquity, reorganizationthe Applebee’s Parent or the IHOP Parent in a manner prejudicial to Noteholders; (G) neither the execution and delivery by the Co-Issuers of such Notes and the related Series Supplement nor the performance by the Co-Issuers of their obligations under each of such Notes and the related Series Supplement: (i) conflicts with the Charter Documents of the Co-Issuers, moratorium (ii) constitutes a violation of, or a default under, any material agreement to which any of the Co-Issuers is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to any of the Co-Issuers (which orders and other similar laws affecting creditors’ rights generally decrees may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Co-Issuers of such Notes and the related Series Supplement nor the performance by the Co-Issuers of their payment obligations under each of such Notes and the related Series Supplement: (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding, or investigation pending or threatened against DineEquity or any of its Subsidiaries before any court or administrative agency that would reasonably be expected to general principles result in a Material Adverse Effect with respect to the Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Co-Issuers to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the Securities Act; and (K) all conditions precedent to such issuance have been satisfied and that the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture (except that no Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Closing Date); and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Co-Issuers. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes. (e) The issuance of Additional Notes shall not be subject to the issuance consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee and ZVF shall not issue any Series of Indenture Notes if Related Documents, including acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture So long as each of the certifications described in clause (viii) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Initial Series of Notes) in advance of the related Series Closing Date and upon delivery by ZVF the Co-Issuers to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreementif there is one or more Series of Notes Outstanding, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, Agency that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes shall have been satisfied with respect to which an Amortization Event or Potential Amortization Event such issuance; (iv) any related Insurance Agreement entered into in connection with such issuance and executed by each of the parties thereto; (v) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.31; (vi) any related Interest Rate Hedge Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (vii) if the Initial Series of Notes is continuing Outstanding and such new Series of Notes are Senior Notes, the prior written consent of Ambac; provided, however, that such consent shall not be required if: (A) the Co-Issuers have complied in all respects with the Credit Protection First Offer Procedure and Ambac has failed to accept such offer in accordance therewith; (B) the written confirmation referred to in clause (iii) above has been received from each Rating Agency; and (C) after giving effect to the issuance of such new Series of Notes, the ABS Leverage Ratio as of the date applicable Series Closing Date is equal to or less than the Initial ABS Leverage Ratio; (viii) an Officer’s Certificate dated as of the issuance applicable Series Closing Date to the effect that: (A) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of the new Series of Indenture Notes Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (AB) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Cash Trapping Period is continuing in effect or will occur commence as a result of the issuance of such the new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and ; (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfied; (viD) a Tax Opinionif such new Series of Notes are Senior Notes, the G&C Agreement is in full force and effect as to such new Series of Notes; (viiE) evidence that if the Initial Series of Notes is Outstanding and if such new Series of Notes includes Subordinated Debt, the terms of any such new Series of Notes with respect to the issuance of any Subordinated Debt include the Subordinated Debt Provisions to the extent applicable; and (F) each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; (viiiix) unless otherwise specified a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding, only the opinion set forth in clause (b) of the related definition of Tax Opinion is required to be given in connection with the issuance of such new Series Supplement, of Notes; (x) an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied withSupplement; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVFthe Co-Issuers; (C) the such new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF the Co-Issuers entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; (D) if such new Series of Notes are Senior Notes, the G&C Agreement is enforceable with respect to such new Series of Senior Notes; (E) the Lien and the security interests created by the Base Indenture and the G&C Agreement on the Collateral remain perfected as required by the Base Indenture and the G&C Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (F) a bring-down of the non-consolidation opinion delivered on the Initial Closing Date; (G) if any new assets are being transferred to the Securitization Entities in connection with the issuance of such new Series of Notes, a true sale or true contribution opinion with respect to the transfer of such assets; and (DH) the related Series Supplement is a legal, valid and binding agreement of ZVFthe Co-Issuers, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ixxi) such other documents, instruments, certifications, agreements or other items as the Trustee Control Party may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Co-Issuers. (c) Prior to the issuance of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue any Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expenses.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series Series, including as Additional Notes of Indenture an existing Series, Class, Subclass or Tranche of Notes. Each Series of Indenture Notes shall be created by a Series Supplement. Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall be issued pursuant to a Supplement to the related Series Supplement. Any Series of Class A-1 Notes may be uncertificated if provided for in its Series Supplement. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Additional Notes of a new Series of Indenture Notes to be issued (other than with respect to Uncertificated Notes, which may from time to time be registered in accordance with this Base Indenture and the related Series Supplement) may be executed by ZVF the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee (or with respect to Uncertificated Notes, registered) upon the receipt by the Trustee of a Company Request Order at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Initial Closing Date) in advance of the related Series Closing Date (which Company Order shall be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Master Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following:following (other than, on and after the 2022 Springing Amendments Implementation Date, with respect to any Notes executed or Uncertificated Notes registered in connection with an increase in the Class A-1 Notes Commitment, the items set forth in clauses (i), (ii), (viii)(A), (C), (D), (I), (J) and (ix) below): (i) a Company Order authorizing and directing the authentication and delivery (or registration in the case of Uncertificated Notes) of the Indenture Notes of such new Series of Indenture Additional Notes by the Trustee and specifying the designation of such new Series of Indenture Additional Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Additional Notes to be authenticated (or registered in the case of Uncertificated Notes) and the Note Rate with respect to such new Series of Indenture Additional Notes; (ii) a Series Supplement for a new Series of Notes or a Supplement to the related Series Supplement for Additional Notes issued under an existing Series, Class, Subclass or Tranche of Notes, as applicable, satisfying the criteria set forth in Section 2.3 executed by ZVF the Master Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of the parties thereto, Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the Trustee; (iv) proceeds of issuance of such Additional Notes or otherwise on the applicable Series Closing Date), written confirmation from each Rating Agency, if any, either the Manager or the Master Issuer that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture such Additional Notes or will occur as a result is satisfied; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the issuance of the new Series of Indenture Notes) shall have been satisfied parties thereto in compliance with respect to such issuanceSection 8.32; (v) (x) solely any related Series Hedge Agreement entered into in connection with such issuance and executed by each of the issuance of a Series of Notes, an parties thereto in compliance with Section 8.33; (vi) one or more Officer’s Certificate Certificates, each executed by an Authorized Officer of ZVF the Master Issuer, dated as of the applicable Series Closing Date to the effect that that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x (or, on and after the 2021 Springing Amendments Implementation Date, 7.00x) after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (B) the Holdco Leverage Ratio is less than or equal to 7.00x (or, on and after the 2021 Springing Amendments Implementation Date, 7.50x) after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (C) no Limited Liquidation Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the issuance of such new Additional Notes; (D) all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and shall continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of Notes, an earlier date); (BE) no Liquidation Cash Trapping Period is in effect or will commence as a result of the issuance of such Additional Notes; (F) the New Series Pro Forma DSCR is greater than or equal to 2.00x; (G) no Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Manager Termination Event of Default has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of such new any Series of Notes and (C) consent has been obtained from Outstanding or the Required Noteholders of each Series of Notes Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement; except for (i) with respect to which an Amortization Event increases in the aggregate Outstanding Principal Amount of any existing Series, Class, Subclass or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series Tranche of Notes and (ii) such changes that will remain Outstanding immediately following are permitted in accordance with the terms hereunder and the applicable Series Supplement, in each case, if such Additional Notes are issued thereunder; (I) all costs, fees and expenses with respect to the issuance of such new Additional Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of Notes and the issuance of such Additional Notes; (DJ) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery (or registration in the case of Uncertificated Notes) of such Additional Notes provided in this Base Indenture, the new related Series of Notes have been satisfied Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and (y) solely any other related note purchase agreement executed in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Additional Notes have been satisfiedsatisfied or waived; (viK) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such Additional Notes; (viiL) evidence if such Additional Notes includes Subordinated Notes, the terms of any such Additional Notes include the Subordinated Notes Provisions to the extent applicable; (M) the legal final maturity date for any Additional Notes that are Senior Notes shall not be prior to the legal final maturity of any Class of Senior Notes then Outstanding; (N) the legal final maturity date for any Additional Notes that are Senior Subordinated Notes shall not be prior to the legal final maturity of any Class of Senior Notes or any Class of Senior Subordinated Notes then Outstanding; (O) the legal final maturity date for any new Additional Notes that are Subordinated Notes shall not be prior to the legal final maturity of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding; (P) each of the parties to the Related Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Indenture Note, it will shall not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; and (Q) there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities. (R) if such issuance is of a new Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.6(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein. provided that none of the foregoing conditions shall apply and no Officer’s Certificates shall be required under this clause (vi) if there are no Series of Notes Outstanding (apart from the new Series of Notes being issued) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the Additional Notes) will be repaid in full from the proceeds of issuance of the Additional Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding shall be repaid in full from the proceeds of issuance of the Additional Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such Additional Notes; (viii) unless otherwise specified in an Officer’s Certificate and one or more Opinions of Counsel addressed to the related Series Supplement, an Opinion of CounselTrustee and the Control Party, subject to the customary assumptions and qualifications stated thereinqualifications, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required Additional Notes are permitted to be delivered hereunder and thereunder for authenticated (or registered in the case of Uncertificated Notes) by the Trustee pursuant to authenticate and deliver the new Series terms of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied withInitial Closing Date); (B) the related Series Supplement or Supplement to a Series Supplement, as the case may be, pursuant to which the Additional Notes are being issued has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Master Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Master Issuer, enforceable against the Master Issuer in accordance with its terms; (C) such new Additional Notes have been duly authorized by the Master Issuer, subject and, when such Notes have been duly authenticated and delivered (or registered in the case of Uncertificated Notes) by the Trustee, such Notes shall be legal, valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered as an “investment company” under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Additional Notes; (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of Wendy’s, reorganizationOldemark and the Existing Real Estate Holders; (G) neither the execution and delivery by the Master Issuer of such Notes (or registration in the case of Uncertificated Notes) and the related Series Supplement or Supplement to a Series Supplement, moratorium as the case may be, nor the performance by the Master Issuer of its obligations under each of such Notes and other similar laws affecting creditors’ rights generally the related Series Supplement or Supplement to a Series Supplement, as the case may be: (i) conflicts with the Charter Documents of the Master Issuer, (ii) constitutes a violation of, or a default under, any material agreement to which the Master Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Master Issuer (which orders and decrees may be set forth in a schedule to general principles such opinion); (H) neither the execution and delivery by the Master Issuer of equitysuch Notes (or registration in the case of Uncertificated Notes) and the related Series Supplement or Supplement to a Series Supplement, as the case may be, nor the performance by the Master Issuer of its obligations under each of such Notes and the related Series Supplement or Supplement to a Series Supplement, as the case may be: (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of such Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act; and (J) all conditions precedent to such issuance have been satisfied and that the related Series Supplement or Supplement to a Series Supplement, as the case may be, is authorized or permitted pursuant to the terms and conditions of this Base Indenture (except that no Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Initial Closing Date); and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliverdeliver (or register in the case of Uncertificated Notes), as provided above, such Series of Indenture Additional Notes upon execution thereof by ZVFthe Master Issuer. (cd) Prior With regard to any Additional Notes issued pursuant to this Section 2.2 that constitute Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the Series Anticipated Repayment Date for such Additional Notes to repay either Senior Notes, Senior Subordinated Notes or Subordinated Notes; provided, however, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid. (e) The issuance of Additional Notes shall not be subject to the consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee and ZVF shall not issue any Series of Indenture Notes if Related Documents, including acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request Order at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order will be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Master Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Master Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the parties theretonew Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c)), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, either the Manager or the Master Issuer that the Rating Agency Condition with respect to the issuance of such Additional Notes has been satisfied; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of Indenture Notes Outstanding the parties thereto in compliance with Section 8.33; (other than any such Series vi) one or more Officer’s Certificates, each executed by an Authorized Officer of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing the Master Issuer, dated as of the date applicable Series Closing Date to the effect that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.5x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (B) the new Series DBI Leverage Ratio is less than or equal to 7.0x after giving pro forma effect to the issuance of Indenture such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (vD) all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (xother than any representation or warranty that, by its terms, is made only as of an earlier date); (E) solely no Cash Trapping Period is in connection with effect or will commence as a result of the issuance of a the new Series of Notes, an Officer’s Certificate of ZVF dated as of ; (F) the applicable New Series Closing Date Pro Forma DSCR is greater than or equal to the effect that 2.0x; (AG) no Limited Liquidation Manager Termination Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new any Series of Notes and (C) consent has been obtained from Outstanding or the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing Supplement relating thereto without such consents as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in are required under this Base Indenture or the applicable Series Supplement; (I) all costs, fees and the related Series Supplement expenses with respect to the authentication and delivery issuance of the new Series of Notes have been satisfied and (y) solely or relating to the actions taken in connection with the such issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of that are required to be paid on the applicable Series Closing Date to have been paid or will be paid from the effect that proceeds of the issuance of the new Series of Notes; (J) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfiedsatisfied or waived; (viK) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such new Series of Notes; (viiL) evidence that if such new Series of Notes includes Subordinated Debt, the terms of any such new Series of Notes include the Subordinated Debt Provisions to the extent applicable; (M) the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity of any Class of Senior Notes then Outstanding; (N) the legal final maturity date for any new Class of Senior Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes or any Class of Senior Subordinated Notes then Outstanding; (O) the legal final maturity date for any new Class of Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding; (P) each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is (a) one year (1) year, or (b) if longer, the applicable preference period in effect, and in either case of (a) or (b), plus one day after (1) day, following the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; (Q) there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities, except as set forth in Schedule 7.21; and (R) if such issuance is of a Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.6(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein. provided, that none of the foregoing conditions shall apply and no Officer’s Certificates shall be required under this clause (vi) if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c); (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in the related Series Supplement, an Opinion one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied withClosing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Master Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Master Issuer, enforceable against the Master Issuer in accordance with its terms; (C) such new Series of Notes have been duly authorized by the Master Issuer, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral (other than the Non-Perfected IP) remain perfected or recorded as required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (provided the scope of the Opinion of Counsel described in this paragraph (E) need be no more extensive than that of the comparable Opinion of Counsel delivered by Ropes & Xxxx LLP on the Closing Date); (F) based on a reasoned analysis, insolvencythe assets of a Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of any Non-Securitization Entity in a manner prejudicial to Noteholders; (G) neither the execution and delivery by the Master Issuer of such Notes and the related Series Supplement nor the performance by the Master Issuer of its obligations under each of such Notes and the related Series Supplement: (i) conflicts with the Charter Documents of the Master Issuer, reorganization(ii) constitutes a violation of, moratorium or a default under, any material agreement to which the Master Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Master Issuer (which orders and other similar laws affecting creditors’ rights generally decrees may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Master Issuer of such Notes and the related Series Supplement nor the performance by the Master Issuer of its payment obligations under each of such Notes and the related Series Supplement: (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to general principles a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the Securities Act; and (J) all conditions precedent to such issuance have been satisfied and that the related Series Supplement is authorized or permitted pursuant to the terms and conditions of this Base Indenture (except that no Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Closing Date); and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Master Issuer. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2 that constitutes Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the Series Anticipated Repayment Date for such Series of Notes to repay either Senior Debt, Senior Subordinated Debt or Subordinated Debt; provided, however, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid. (e) The issuance of Additional Notes shall not be subject to the consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee and ZVF shall not issue any Series of Indenture Notes if Related Documents, including acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. A Series of Notes may include separate Classes, Subclasses or Tranches as set forth in the related Series Supplement. Any reference to a Series shall, unless the context requires otherwise, also include any Class, Subclass or Tranche of such Series. Any Series of Class A-1 Notes may be uncertificated if provided for in its Series Supplement. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes to be issued (other than with respect to Uncertificated Notes, which may from time to time be registered in accordance with this Base Indenture and the related Series Supplement) may, from time to time, be executed by ZVF the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request Order at least two three (23) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order may be delivered at the end of such Business Day and will be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Master Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: : (i) a Company Order authorizing and directing the authentication and delivery (or registration, in the case of Uncertificated Notes) of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated (or registered, in the case of Uncertificated Notes) and the Note Rate with respect to such new Series of Indenture Notes; Series; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Master Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; Series; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the parties theretonew Series of Notes or otherwise on the applicable Series Closing Date), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, the Manager that the Rating Agency Condition with respect to the issuance of such Additional Notes is satisfied; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of Indenture Notes Outstanding the parties thereto in compliance with Section 8.33; AMERICAS 94962794 6 (other than any such Series vi) one or more Officer’s Certificates, each executed by an Authorized Officer of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing the Master Issuer, dated as of the date applicable Series Closing Date to the effect that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (B) the new Series Holdco Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of Indenture such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Notes; (D) all representations and warranties of the Master Issuer in this Base Indenture Notes) shall have been satisfied with respect and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance; issuance on the Series Closing Date, in all material respects (vother than any representation or warranty that, by its terms, is made only as of an earlier date); (E) (x) solely no Cash Trapping Period is in connection with effect or will commence as a result of the issuance of a the new Series of Notes, an Officer’s Certificate of ZVF dated as of ; (F) the applicable New Series Closing Date Pro Forma DSCR is greater than or equal to the effect that 2.00x; (AG) no Limited Liquidation Manager Termination Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents (if any) as are required under this Base Indenture or the applicable Series Supplement;, except for (i) increases in the aggregate Outstanding Principal Amount of any existing Series, Class, Subclass or Tranche of Notes and (ii) such changes that are permitted in accordance with the terms of this Base Indenture and the applicable Series Supplement; (I) all costs, fees and expenses with respect to the issuance of the new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of the new Series of Notes; (J) all conditions precedent with respect to the authentication and delivery (or registration, (Bin the case of Uncertificated Notes) no Liquidation Event of Defaultsuch new AMERICAS 94962794 7 Series of Notes provided in this Base Indenture, Aggregate Asset Amount Deficiencythe related Series Supplement and, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfied or waived; (K) the Guarantee and (C) consent has been obtained from the Required Noteholders of each Collateral Agreement is in full force and effect as to such new Series of Notes Notes; (iL) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of if such new Series of Notes or will occur as a result includes Subordinated Notes, the terms of the issuance of any such new Series of Notes and include the Subordinated Notes Provisions to the extent applicable; (iiM) the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity date of any Class of Senior Notes then Outstanding; provided, that the legal final maturity date of any new Class A-1 Notes may be prior to the legal final maturity date of any Class of Senior Notes (other than Class A-1 Notes that will remain Outstanding immediately following not be simultaneously repaid) then Outstanding; (N) the issuance legal final maturity date for any new Class of such new Series of Senior Subordinated Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect will not be prior to the authentication and delivery legal final maturity of the new Series (x) any Class of Senior Notes have been satisfied and or (y) solely in connection with any Class of Senior Subordinated Notes then Outstanding; (O) the issuance legal final maturity date for any new Class of a Segregated Series Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes, an Officer’s Certificate any Class of ZVF dated as Senior Subordinated Notes or any Class of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Subordinated Notes have been satisfied; then Outstanding; (viP) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; ; (Q) there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities; and (R) if such issuance is of a Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.7(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein; provided that none of the conditions set forth in the foregoing clauses (A), (B), (C), (E), (F), (G), (H), (M), (N), and (O) of this clause (vi) shall apply and no Officer’s Certificates shall be AMERICAS 94962794 8 required to include such representations under this clause (vi), in each case, if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in the related Series Supplement, an Opinion one or more Opinions of Counsel, supported by one or more Officer’s Certificates, addressed to the Trustee and the Control Party, subject to the customary assumptions and qualifications stated thereinqualifications, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: : (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement (or to the extent applicable, any Variable Funding Note Purchase Agreement) and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes is permitted to be authenticated (or registered, in the case of Uncertificated Notes, and all conditions precedent provided for in ) by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement with respect (or to the authentication and delivery of the new Series of Indenture Notes have been complied with; extent applicable, any Variable Funding Note Purchase Agreement); (B) the related Series Supplement has and any Variable Funding Note Purchase Agreement have been duly authorized, executed and delivered by ZVF; the Master Issuer and constitute valid and binding agreements of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (C) the such new Series of Indenture Notes has have been duly authorized and executed by the Master Issuer, and, when such Notes have been duly authenticated and delivered (or registered, in the case of Uncertificated Notes) by the Trustee, such Notes will be valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (D) none of the provisions of Securitization Entities is required to be registered under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the related Series Supplement, will constitute valid, binding Guarantee and enforceable obligations Collateral Agreement on the Collateral remain perfected or recorded as of ZVF entitled such date to the benefits of extent required by this Base Indenture and the related Guarantee and Collateral Agreement and such Lien and security interests as of such date extend to any assets transferred to the Securitization Entities through the date of the issuance of such new Series Supplementof Notes; AMERICAS 94962794 9 (F) based on a reasoned analysis, subject(i) in the event of a bankruptcy or insolvency of a Non-Securitization Entity no Securitization Entity would be substantively consolidated with such Non-Securitization Entity and (ii) as of the applicable Series Closing Date, each transfer of Collateral to any Securitization Entity pursuant to a Contribution Agreement on such Series Closing Date would be treated as a “true sale” or absolute transfer; (G) neither the execution and delivery by each Securitization Entity of the Indenture Documents to which it is a party nor the performance by such Securitization Entity of its obligations under such Indenture Documents: (i) conflicts with the Charter Documents of such Securitization Entity, (ii) constitutes a violation of, or a default under, any material agreement to which such Securitization Entity is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to such Securitization Entity (which order and decree may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Master Issuer of such Notes (or registration, in the case of enforcementUncertificated Notes) and the related Series Supplement (and, to bankruptcythe extent applicable, insolvencyany Variable Funding Note Purchase Agreement) nor the performance by the Master Issuer of its obligations under each of such Notes and the related Series Supplement (and, reorganizationto the extent applicable, moratorium any Variable Funding Note Purchase Agreement): (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and other similar laws affecting creditors’ rights generally authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to general principles a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act; and (DJ) unless the issuance of the Notes requires otherwise, the Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended; and (K) all conditions precedent to such issuance have been satisfied and that the related Series Supplement is a legal, valid authorized or permitted pursuant to the terms and binding agreement conditions of ZVF, enforceable this Base Indenture (except that no Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in accordance connection with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles the issuance of equityNotes on the Closing Date); and (ixc) such other documentsUpon satisfaction, instrumentsor waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), certifications, agreements or other items as of the Trustee may reasonably require. Upon satisfaction of such conditionsconditions set forth in Section 2.2(b), the Trustee shall authenticate and deliverdeliver (or register, in the case of Uncertificated Notes), as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Master Issuer. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2 that constitutes Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the issuance Series Anticipated Repayment Date for such Series of Notes to repay either Senior Notes, Senior Subordinated Notes or Subordinated Notes of any Series of Indenture NotesNotes Outstanding; provided, ZVF shall review however, that at any time on or after the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue Series Anticipated Repayment Date for any Series of Indenture Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid. (e) The issuance of Additional Notes shall not be subject to the Lessee shall have notified ZVF consent of its objection the Holders of any Series of Notes Outstanding. Subject to such costs and expensesSection 2.2(d), Additional Notes may be issued for any purpose consistent with the Related Documents, including acquisitions by the Securitization Entities.

Notes Issuable in Series. (a) The Indenture Notes may shall be issued in one or more Series of Indenture Notes, including as Additional Notes of an existing Series, Class, Subclass or Tranche of Notes. Each Series of Indenture Notes shall be created by issued pursuant to a Series Supplement. Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall be issued pursuant to a Supplement to the existing Series Supplement. Any Series of Class A-1 Notes may be uncertificated if provided for in its Series Supplement. (b) Indenture So long as each of the certifications described in clauses (iii)(H) (if applicable) and (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes to be issued (other than with respect to Uncertificated Notes, which may from time to time be registered in accordance with this Base Indenture and the related Series Supplement) may be executed by ZVF the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (except in the case of the issuance of the first Series of Notes on the Closing Date or such shorter time as is acceptable to the Trusteein connection with a Series Refinancing Event) in advance of the related Series Closing Date (which Company Request will be revocable by the Issuer upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery (or registration in the case of the Indenture Notes Uncertificated Notes) of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture the Notes to be authenticated (or registered in the case of Uncertificated Notes) and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement for a new Series of Notes or a Supplement to the related Series Supplement for Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, as applicable, satisfying the criteria set forth in Section 2.3 executed by ZVF the Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii) each related Enhancement Agreementin the case of any Additional Notes, if any, executed by each there is one or more Series of Notes Outstanding (apart from such Additional Notes) on the applicable Series Closing Date (unless all Series of Notes Outstanding (apart from such Additional Notes) will be repaid in full from the proceeds of the parties thereto, other than issuance of such Additional Notes or otherwise on the Trusteeapplicable Series Closing Date): (A) no Cash Trapping Period is in effect or will commence as a result of the issuance of such Additional Notes; (ivB) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture such Additional Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have has been satisfied with respect to such issuancesatisfied; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (AC) no Limited Liquidation Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the issuance of such new Series of Additional Notes, ; (BD) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred and is continuing or will occur as a result of the issuance of such new Series Additional Notes; (E) subject to the terms of Section 5.16, the Additional Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect DSCR is greater than or equal to which an Amortization Event or Potential Amortization Event is continuing as of the date of 2.00x after giving pro forma effect to the issuance of such new Series Additional Notes, the use of Notes the proceeds thereof and any repayment of existing Indebtedness, including amounts to fund a defeasance deposit or will occur as a result other similar escrow arrangement in connection with the repayment of Indebtedness from such Additional Notes; (F) the Senior Leverage Ratio is less than or equal to 7.00x and the Holdco Leverage Ratio is less than or equal to 7.50x, in each case after giving pro forma effect to the issuance of such new Additional Notes, the use of the proceeds thereof and any repayment of existing Indebtedness, including amounts to fund a defeasance deposit or other similar escrow arrangement in connection with the repayment of Indebtedness from such Additional Notes; (G) the legal final maturity for any such Additional Notes (other than the Class A-1 Notes) will not be prior to the legal final maturity of any Class of Senior Notes then Outstanding; (H) an Officer’s Certificate, executed by an Authorized Officer of the Issuer, dated as of the applicable Series of Notes Closing Date, certifying to the matters set forth in clauses (A) through (G) above and to the effect that: (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D1) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery (or registration in the case of Uncertificated Notes) of such Additional Notes provided in the new Series of Notes have been satisfied Indenture and, if applicable, the related Note Purchase Agreement and (y) solely any other related note purchase agreement executed in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Additional Notes have been satisfiedsatisfied or waived; (vi2) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such Additional Notes; (vii3) evidence that each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such Related the Transaction Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; and (4) all representations and warranties of the Issuer in this Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date in all material respects); (viiiI) unless otherwise specified other than increases in the related aggregate principal amount of an existing Series, Class, Subclass or Tranche of Notes in connection with the issuance of Additional Notes of such existing Series, Class, Subclass or Tranche of Notes, the proposed issuance does not alter or change the terms of any Series Supplementof Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement as evidenced by an Officer’s Certificate delivered to the Trustee and the Control Party. For the avoidance of doubt, an Opinion Additional Notes may be fixed rate notes, floating rate notes and/or notes subject to a revolving commitment; (J) all costs, fees and expenses with respect to the issuance of such Additional Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of such Additional Notes or other available amounts; and (K) if such Additional Notes include Subordinated Debt, the terms of such Additional Notes include the Subordinated Debt Provisions to the extent applicable; (iv) a Tax Opinion, dated the applicable Series Closing Date; provided that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of the issuance of such Notes or otherwise on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the definition of “Tax Opinion” will be required to be given in connection with the issuance of such Notes; (v) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required such Notes are permitted to be delivered hereunder and thereunder for authenticated (or registered in the case of Uncertificated Notes) by the Trustee pursuant to authenticate and deliver the new Series terms of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of the new first Series of Indenture Notes have been complied withon the Closing Date); (B) the related Series Supplement or, if applicable, the Supplement to the related Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued, has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Issuer, enforceable against the Issuer in accordance with its terms; (C) such Notes have been duly authorized by the Issuer, subject and, when such Notes have been duly authenticated and delivered (or registered in the case of Uncertificated Notes) by the Trustee, such Notes will be legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the Investment Company Act within the meaning of Section 3(a)(1) thereof; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement, insolvencyand such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such Notes; (F) based on a reasoned analysis, reorganizationthe assets and liabilities of each Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of Parent; (G) neither the execution and delivery by the Issuer of such Notes (or registration in the case of Uncertificated Notes) and the Series Supplement (or Supplement to the Series Supplement pursuant to which Additional Notes of an existing Series, moratorium Class, Subclass or Tranche of Notes are issued if applicable) nor the performance by the Issuer of its obligations under such Notes and other similar laws affecting creditors’ rights generally the Series Supplement (or the Supplement to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) (i) conflicts with the Charter Documents of the Issuer, (ii) constitutes a violation of, or a default under, any material agreement to which the Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Issuer (which orders and decrees may be set forth in a schedule to general principles such opinion); (H) neither the execution and delivery by the Issuer of equitysuch Notes (or registration in the case of Uncertificated Notes) and the Series Supplement (or the Supplement to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) nor the performance by the Issuer of its payment obligations under such Notes and the related Series Supplement (or the Supplement to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) (i) violates any applicable law, rule or regulation of any relevant jurisdiction or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any applicable law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding or investigation pending or threatened against Parent or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to have a Material Adverse Effect on the business or assets of the Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of such Notes by the Issuer to the initial purchasers thereof or by the initial purchasers to the initial investors in such Notes to register such Notes under the Securities Act; and (ixK) all conditions precedent to such issuance have been satisfied and the related Series Supplement (or the Supplement to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) is authorized or permitted pursuant to the terms and conditions of the Indenture (except that no such Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of the first Series of Notes on the Closing Date); (vi) one or more Officer’s Certificates, each executed by an Authorized Officer of the Issuer, dated as of the applicable Series Closing Date to the effect that: (A) the related Series Supplement (or the Supplement to the Series Supplement pursuant to which Additional Notes of an existing Series, Class, Subclass or Tranche of Notes are issued if applicable) has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms; and (B) all conditions precedent to such issuance have been satisfied and the related Series Supplement (or the Supplement to the Series Supplement pursuant to which such Additional Notes are issued if applicable) is authorized or permitted pursuant to the terms and conditions of the Indenture; (vii) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.29(a); and (viii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (which waiver shall be in writing) (as directed by the Controlling Class Representative), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliverdeliver (or register in the case of Uncertificated Notes), as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Issuer. (cd) Prior With regard to any Additional Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes. (e) The issuance of Additional Notes shall not be subject to the issuance consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee and ZVF shall not issue any Series of Indenture Notes if Transaction Documents, including acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.

Notes Issuable in Series. (a) The Indenture Each Issuer may issue Notes may be issued hereunder in one or more series of Notes, each series (a "Series") having identical terms but for authentication date, effectuation date (in the case of an NGN or Registered Note issued under the NSS, each as defined below) and public offering price; provided that a Series of Indenture Notes may not comprise Notes in bearer form ("Bearer Notes") and Notes in registered form ("Registered Notes"). Each such Series may contain one or more tranches of Indenture Notes, each such tranche (a "Tranche") having identical terms, including authentication date and public offering price; provided that a Tranche of Notes shall be created by a Series Supplementmay not comprise Bearer Notes and Registered Notes. (b) Indenture Notes issued hereunder shall be issued pursuant to authority granted by the Board of a new Series Directors of Indenture the relevant Issuer and (in the case of Notes may issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time any one authorized person, as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth specified in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii3(a) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFhereof. (c) Prior to the issuance issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a "Corporate Order"): (1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities; (2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and effectuated (as applicable) and delivered under this Agreement (except for Notes authenticated and effectuated (as applicable) and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7); (3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable; (4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable; (6) the currency or composite currency in which the Notes of such Series are denominated (the "Specified Currency"); (7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the relevant Issuer or the Guarantor as the case may be, to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations; (11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8; (12) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor, as the case may be, or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (13) if the amount of payments of principal, of premium, if any, and of interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined; (14) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of Indenture such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order; (15) if Bearer Notes are to be issued, whether the temporary global Note and permanent global Note to be issued are intended to be issued in new global note ("NGN") form or classic global note ("CGN") form and whether a NGN is intended to be held in a manner which would allow Eurosystem eligibility (a "Eurosystem-eligible NGN"); (16) if Registered Notes are to be issued in global form, whether the global Note to be issued is intended to be issued under the new safekeeping structure (the "NSS") or under the classic safekeeping structure ("CSS") and whether a global Note issued under the NSS is intended to be held in a manner which would allow Eurosystem eligibility (a "Eurosystem-eligible NSS"); (17) any Events of Default with respect to the Notes of such Series, if not set forth herein; (18) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; (19) the stock exchange, competent authority and/or market, if any, on or by which the Notes will be listed and/or admitted to trading and related information; (20) any applicable restrictions on the transfer of any of the Notes of such Series; (21) whether Notes of such Series and/or the related Guarantee, if any, are senior or subordinated and, if such Notes and/or Guarantee are subordinated, the terms of such subordination; and (22) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement). All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor (in the case of the Notes issued by an Issuer other than GE Capital), in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or any other clearance system specified for a particular Tranche or Series of Notes, ZVF shall review or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading or to conform to usage. (d) An additional Tranche of the estimated costs and expenses same Series may be issued subsequent to the original issue date of any Notes of such issuance Series (hereinafter called "Additional Notes") following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the Lessee same Series, shall constitute one and ZVF shall not issue any the same Series of Indenture Notes if for all purposes under this Agreement; provided, however, that such consolidation of Additional Notes issued after the Lessee shall have notified ZVF Exchange Date will occur only following the exchange of its objection interests in the Temporary Global Note for interests in the Permanent Global Note or Definitive Notes upon certification of non-U.S. beneficial ownership. (e) Notwithstanding anything in this Section 2 to such costs and expensesthe contrary, Notes may not be issued in the form of Bearer Notes after March 18, 2012.

Notes Issuable in Series. (a) The Indenture Each Issuer may issue Notes may be issued hereunder in one or more series of Notes, each series (a "Series") having identical terms but for authentication date and public offering price; provided that a Series of Indenture Notes may comprise Notes in bearer form ("Bearer Notes") and Notes in registered form ("Registered Notes"). Each such Series may contain one or more tranches of Indenture Notes, each such tranche (a "Tranche") having identical terms, including authentication date and public offering price; provided that a Tranche of Notes shall be created by a Series Supplementmay comprise Bearer Notes and Registered Notes. (b) Indenture Notes issued hereunder shall be issued pursuant to authority granted by the Board of a new Series Directors of Indenture the relevant Issuer and (in the case of Notes may issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time any one authorized person, as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth specified in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii3(a) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFhereof. (c) Prior to the issuance issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a "Corporate Order"): (1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities; (2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and delivered under this Agreement (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7); (3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable; (4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable; (6) the currency in which the Notes of such Series is denominated, which may include U.S. dollars, any foreign currency or any composite of two or more currencies (the "Specified Currency"); (7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchase or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which the Notes of such Series shall be issuable, if other than (a) in the case of Registered Notes, 10,000 units of the Specified Currency and integral multiples of 1,000 units of the Specified Currency in excess thereof, or (b) in the case of all Bearer Notes in definitive form, 1,000, 10,000 and 100,000 units of the Specified Currency, or (c) in the case of Bearer Notes in global form, any integral multiple of 1,000 units of the Specified Currency; (11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8; (12) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (13) if the amount of payments of principal of, premium, if any, and interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined; (14) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of Indenture such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order; (15) any Events of Default with respect to the Notes of such Series, if not set forth herein; (16) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; (17) the stock exchange, competent listing authority and/or quotation system, if any, on or by which the Notes will be listed, quoted and/or traded and related information; (18) any applicable restrictions on the transfer of any of the Notes of such Series; and (19) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement). All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear "), Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") or any other clearance system specified for a particular Tranche or Series of Notes, ZVF shall review or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent listing authority and/or quotation system on or by which such Notes may be listed, quoted and/or traded, or to conform to usage. (d) An additional Tranche of the estimated costs and expenses same Series may be issued subsequent to the original issue date of any Notes of such issuance Series (hereinafter called "Additional Notes") following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the Lessee same Series, shall constitute one and ZVF shall not issue any the same Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expensesfor all purposes under this Agreement.

Notes Issuable in Series. (a) The Indenture Each Issuer may issue Notes may be issued hereunder in one or more series of Notes, each series (a "Series") having identical terms but for authentication date and public offering price; provided that a Series of Indenture Notes may not comprise Notes in bearer form ("Bearer Notes") and Notes in registered form ("Registered Notes"). Each such Series may contain one or more tranches of Indenture Notes, each such tranche (a "Tranche") having identical terms, including authentication date and public offering price; provided that a Tranche of Notes shall be created by a Series Supplementmay not comprise Bearer Notes and Registered Notes. (b) Indenture Notes issued hereunder shall be issued pursuant to authority granted by the Board of a new Series Directors of Indenture the relevant Issuer and (in the case of Notes may issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time any one authorized person, as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth specified in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii3(a) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFhereof. (c) Prior to the issuance issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a "Corporate Order"): (1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities; (2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and delivered under this Agreement (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7); (3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable; (4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable; (6) the currency or composite currency in which the Notes of such Series are denominated (the "Specified Currency"); (7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchase or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations; (11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8; (12) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (13) if the amount of payments of principal, of premium, if any, and of interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined; (14) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of Indenture such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order; (15) any Events of Default with respect to the Notes of such Series, if not set forth herein; (16) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; (17) the stock exchange, competent listing authority and/or quotation system, if any, on or by which the Notes will be listed, quoted and/or traded and related information; (18) any applicable restrictions on the transfer of any of the Notes of such Series; and (19) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement). All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or any other clearance system specified for a particular Tranche or Series of Notes, ZVF shall review or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent listing authority and/or quotation system on or by which such Notes may be listed, quoted and/or traded, or to conform to usage. (d) An additional Tranche of the estimated costs and expenses same Series may be issued subsequent to the original issue date of any Notes of such issuance Series (hereinafter called "Additional Notes") following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the Lessee same Series, shall constitute one and ZVF shall not issue any the same Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expensesfor all purposes under this Agreement.

Notes Issuable in Series. (a) The Indenture Each Issuer may issue Notes may be issued hereunder in one or more series of Notes, each series (a “Series”) having identical terms but for authentication date, effectuation date (in the case of a NGN) (as defined below) and public offering price; provided that a Series of Indenture Notes may not comprise Notes in bearer form (“Bearer Notes”) and Notes in registered form (“Registered Notes”). Each such Series may contain one or more tranches of Indenture Notes, each such tranche (a “Tranche”) having identical terms, including authentication date and public offering price; provided that a Tranche of Notes shall be created by a Series Supplementmay not comprise Bearer Notes and Registered Notes. (b) Indenture Notes issued hereunder shall be issued pursuant to authority granted by the Board of a new Series Directors of Indenture the relevant Issuer and (in the case of Notes may issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time be executed by ZVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time any one authorized person, as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ZVF to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture Notes; (ii) a Series Supplement satisfying the criteria set forth specified in Section 2.3 executed by ZVF and the Trustee and specifying the Principal Terms of such new Series of Indenture Notes; (iii3(a) each related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee; (iv) written confirmation from each Rating Agency, if any, that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes have been satisfied; (vi) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the new Series of Indenture Notes has covenanted and agreed in such Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in instituting, against ZVF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that: (A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied with; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is a legal, valid and binding agreement of ZVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFhereof. (c) Prior to the issuance issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a “Corporate Order”): (1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes), including identifying whether such series will be issued as Medium Term Notes or Other Debt Securities; (2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and effectuated (as applicable) and delivered under this Agreement (except for Notes authenticated and effectuated (as applicable) and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7); (3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable; (4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable; (6) the currency or composite currency in which the Notes of such Series are denominated (the “Specified Currency”); (7) the currency or currencies in which payments on the Notes of such Series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the relevant Issuer or the Guarantor to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or pursuant to sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchase or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations; (11) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 8; (12) if the principal of, premium, if any, or interest on the Notes of such Series are to be payable, at the election of the relevant Issuer or the Guarantor or a holder thereof, in a currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (13) if the amount of payments of principal, of premium, if any, and of interest on the Notes of such Series may be determined with reference to an index based on currency other than the Specified Currency, the manner in which such amounts shall be determined; (14) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of Indenture such Series, except that the Notes of such Series shall only be issuable as Bearer Notes unless otherwise provided in such Corporate Order; (15) whether the temporary global Note and permanent global Note to be issued are intended to be issued in new global note (“NGN”) form or classic global note (“CGN”) form and whether a NGN is intended to be held in a manner which would allow Eurosystem eligibility (a “Eurosystem-eligible NGN”); (16) any Events of Default with respect to the Notes of such Series, if not set forth herein; (17) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; (18) the stock exchange, competent authority and/or market, if any, on or by which the Notes will be listed and/or admitted to trading and related information; (19) any applicable restrictions on the transfer of any of the Notes of such Series; (20) whether Notes of such Series and/or the related Guarantee, if any, are senior or subordinated and, if such Notes and/or Guarantee are subordinated, the terms of such subordination; and (21) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement). All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”), Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or any other clearance system specified for a particular Tranche or Series of Notes, ZVF shall review or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading or to conform to usage. (d) An additional Tranche of the estimated costs and expenses same Series may be issued subsequent to the original issue date of any Notes of such issuance Series (hereinafter called “Additional Notes”) following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the Lessee same Series, shall constitute one and ZVF shall not issue any the same Series of Indenture Notes if the Lessee shall have notified ZVF of its objection to such costs and expensesfor all purposes under this Agreement.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. A Series of Notes may include separate Classes, Subclasses or Tranches as set forth in the related Series Supplement. Any reference to a Series shall, unless the context requires otherwise, also include any Class, Subclass or Tranche of such Series. (b) Indenture So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may may, from time to time time, be executed by ZVF the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request Order at least two three (23) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order may be delivered at the end of such Business Day and will be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Master Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Master Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreement, if any, executed by each there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the parties theretonew Series of Notes or otherwise on the applicable Series Closing Date), other than the Trustee; (iv) written confirmation from each Rating Agency, if any, the Manager that the Rating Agency Condition with respect to the issuance of such Additional Notes is satisfied; (iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32; (v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of Indenture Notes Outstanding the parties thereto in compliance with Section 8.33; (other than any such Series vi) one or more Officer’s Certificates, each executed by an Authorized Officer of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing the Master Issuer, dated as of the date applicable Series Closing Date to the effect that: (A) the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (B) the new Series Holdco Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of Indenture such Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (C) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (vD) all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (xother than any representation or warranty that, by its terms, is made only as of an earlier date); (E) solely no Cash Trapping Period is in connection with effect or will commence as a result of the issuance of a the new Series of Notes, an Officer’s Certificate of ZVF dated as of ; (F) the applicable New Series Closing Date Pro Forma DSCR is greater than or equal to the effect that 2.00x; (AG) no Limited Liquidation Manager Termination Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance; (H) the proposed issuance does not alter or change the terms of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new any Series of Notes and Outstanding or the Series Supplement relating thereto without such consents (Cif any) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in are required under this Base Indenture or the applicable Series Supplement; (I) all costs, fees and the related Series Supplement expenses with respect to the authentication and delivery issuance of the new Series of Notes have been satisfied and (y) solely or relating to the actions taken in connection with the such issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of that are required to be paid on the applicable Series Closing Date to have been paid or will be paid from the effect that proceeds of the issuance of the new Series of Notes; (J) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfiedsatisfied or waived; (viK) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such new Series of Notes; (viiL) evidence if such new Series of Notes includes Subordinated Notes, the terms of any such new Series of Notes include the Subordinated Notes Provisions to the extent applicable; (M) the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity of any Class of Senior Notes then Outstanding; provided, that the legal final maturity of any new Class A-1 Notes may be prior to the legal final maturity of any Class of Senior Notes (other than Class A-1 Notes that will not be simultaneously repaid) then Outstanding; (N) the legal final maturity date for any new Class of Senior Subordinated Notes will not be prior to the legal final maturity of (x) any Class of Senior Notes or (y) any Class of Senior Subordinated Notes then Outstanding; (O) the legal final maturity date for any new Class of Subordinated Notes will not be prior to the legal final maturity of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding; (P) each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; (Q) there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities; and (R) if such issuance is of a Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.7(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein; provided that none of the conditions set forth in the foregoing clauses (A), (B), (C), (E), (F), (G), (H), (M), (N), and (O) of this clause (vi) shall apply and no Officer’s Certificates shall be required to include such representations under this clause (vi), in each case, if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.1(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in the related Series Supplement, an Opinion one or more Opinions of Counsel, supported by one or more Officer’s Certificates, addressed to the Trustee and the Control Party, subject to the customary assumptions and qualifications stated thereinqualifications, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement (or to the extent applicable, any Variable Funding Note Purchase Agreement) and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement with respect (or to the authentication and delivery of the new Series of Indenture Notes have been complied withextent applicable, any Variable Funding Note Purchase Agreement); (B) the related Series Supplement has and any Variable Funding Note Purchase Agreement have been duly authorized, executed and delivered by ZVFthe Master Issuer and constitute valid and binding agreements of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (C) the such new Series of Indenture Notes has have been duly authorized and executed by the Master Issuer, and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms; (D) none of the provisions of Securitization Entities is required to be registered under the 1940 Act; (E) the Lien and the security interests created by this Base Indenture and the related Series Supplement, will constitute valid, binding Guarantee and enforceable obligations Collateral Agreement on the Collateral remain perfected or recorded as of ZVF entitled such date to the benefits of extent required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests as of such date extend to any assets transferred to the Securitization Entities through the date of the issuance of such new Series of Notes; (F) based on a reasoned analysis, (i) in the event of a bankruptcy or insolvency of a Non-Securitization Entity no Securitization Entity would be substantively consolidated with such Non-Securitization Entity and (ii) as of the applicable Series Closing Date, each transfer of Collateral to any Securitization Entity pursuant to a Contribution Agreement would be treated as a “true sale” or absolute transfer; (G) neither the execution and delivery by each Securitization Entity of the Indenture Documents to which it is a party nor the performance by such Securitization Entity of its obligations under such Indenture Documents: (i) conflicts with the Charter Documents of such Securitization Entity, (ii) constitutes a violation of, or a default under, any material agreement to which such Securitization Entity is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to such Securitization Entity (which order and decree may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Master Issuer of such Notes and the related Series Supplement, subject, in the case of enforcementSupplement (and, to bankruptcythe extent applicable, insolvencyany Variable Funding Note Purchase Agreement) nor the performance by the Master Issuer of its obligations under each of such Notes and the related Series Supplement (and, reorganizationto the extent applicable, moratorium any Variable Funding Note Purchase Agreement): (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and other similar laws affecting creditors’ rights generally authorizations already obtained and those filings, recordings and registrations already made; (I) unless such Notes are being offered pursuant to general principles a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of equitysuch Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act; (J) unless the issuance of the Notes requires otherwise, the Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended; and (DK) all conditions precedent to such issuance have been satisfied and that the related Series Supplement is a legal, valid authorized or permitted pursuant to the terms and binding agreement conditions of ZVF, enforceable this Base Indenture (except that no Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in accordance connection with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles the issuance of equityNotes on the Closing Date); and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Master Issuer. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2 that constitutes Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the issuance Series Anticipated Repayment Date for such Series of Notes to repay either Senior Notes, Senior Subordinated Notes or Subordinated Notes of any Series of Indenture NotesNotes Outstanding; provided, ZVF shall review however, that at any time on or after the estimated costs and expenses of such issuance with the Lessee and ZVF shall not issue Series Anticipated Repayment Date for any Series of Indenture Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid. (e) The issuance of Additional Notes shall not be subject to the Lessee shall have notified ZVF consent of its objection the Holders of any Series of Notes Outstanding. Subject to such costs and expensesSection 2.2(d), Additional Notes may be issued for any purpose consistent with the Related Documents, including acquisitions by the Securitization Entities.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture Subject to the provisos appearing at the end of this subclause (b), so long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two ten (210) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Initial Series of Notes) in advance of the related Series Closing Date and upon performance or delivery by ZVF the Co-Issuers to the Trustee, and receipt by the Trustee, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate (or the method for calculating the Note Rate) with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 to be executed by ZVF the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) if (A) such new Series of Notes are Senior Notes (which Senior Notes will generally be pari passu with all other Senior Notes in accordance with Section 6.1(b)), Rating Agency Confirmation Letters (x) confirming a rating of at least “Baa2” if rated by Xxxxx’x and “BBB” if rated by S&P or by Fitch, as applicable, with respect to such new Series of Senior Notes and (y) confirming each applicable rating from the applicable Rating Agency with respect to each other Series of Notes then Outstanding, and (B) such new Series of Notes are Subordinated Notes (which may include Subordinated Notes, on which the interest is senior to the interest payable on certain existing Subordinated Notes, or Subordinated Notes which are subordinated or pari passu to other existing Subordinated Notes), Rating Agency Confirmation Letters (x) confirming a rating of at least “Ba2” if rated by Xxxxx’x and “BB” if rated by S&P or by Fitch, as applicable, with respect to such new Series of Subordinated Notes and (y) confirming each applicable rating from the applicable Rating Agency with respect to each other Series of Notes then Outstanding; (iv) any related Enhancement Agreement, if any, Agreement entered into in connection with such issuance and executed by each of the parties theretothereto in compliance with Section 8.32, other than provided that the Trustee; (iv) written confirmation from each Rating Agency, if any, that entry into any Enhancement Agreement shall require the satisfaction of the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding Outstanding; (v) any related Interest Rate Hedge Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.33, provided that the entry into any Interest Rate Hedge Agreement, other than any such Series Permitted Xxxxxx, shall require the satisfaction of Indenture Notes the Rating Agency Condition with respect to which each Series of Notes Outstanding; (vi) an Amortization Event or Potential Amortization Event is continuing Officer’s Certificate dated as of the date applicable Series Closing Date to the effect that: (A) no Early Amortization Event, Cash Trapping Period, Master Manager Default, Transaction Manager Default, or Event of the issuance of the new Series of Indenture Notes Default (x) has occurred and is continuing or will (y) shall occur as a result of the issuance of the new Series of Indenture Notes) shall have been satisfied with respect to such issuance; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of such new Series of Notes and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of such new Series of Notes or will occur as a result of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfied;satisfied or waived; and (viC) a Tax Opinion; (vii) evidence that each of the parties to the Related Documents with respect to the such new Series of Indenture Notes has covenanted and agreed in such the Related Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will shall not institute against, or join with any other Person in instituting, against ZVF any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; (vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding, only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes; (viii) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the Trusteeinitial purchasers under the applicable Note Purchase Agreement, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Indenture Notes, and all conditions precedent provided for in Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Indenture Notes have been complied withSupplement; (B) the related Series Supplement has been duly authorized, executed and delivered by ZVFthe Co-Issuers; (C) the such new Series of Indenture Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will shall constitute valid, binding and enforceable obligations of ZVF the Co-Issuers entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and; (D) the Lien and the security interests created by the Base Indenture on the Collateral remain perfected as required by the Base Indenture, and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (E) the non-consolidation opinion delivered on the Closing Date is reaffirmed after giving effect to the issuance of such new Series of Notes; (F) if any new assets are being transferred to the Securitization Entities in connection with the issuance of such new Series of Notes, a true sale or true contribution opinion with respect to the transfer of such assets; (G) the related Series Supplement is a legal, valid and binding agreement of ZVFthe Co-Issuers, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee initial purchaser of the new Series of Notes may reasonably require. ; provided that no new Series of Notes issued after the Closing Date may be issued with a Series Scheduled Maturity Date that will occur prior to the Series 2008-1 Adjusted Repayment Date (as defined in the Series 2008-1 Supplement) in effect from time to time; provided further, to the extent of any Required Amortization Amounts payable in connection with any new Series of Notes issued after the Closing Date, that the related Series Supplement shall specify that such Required Amortization Amounts be paid solely pursuant to clause eleventh of the Priority of Payments. (c) Upon satisfaction satisfaction, or waiver by the initial purchasers under the applicable Note Purchase Agreement (which waiver shall be in writing), as applicable, of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Notes upon execution thereof by ZVFthe Co-Issuers. (cd) Prior With regard to any new Series of Notes issued pursuant to Section 2.2(b) that constitutes Senior Debt, the proceeds from such issuance may be used at any time prior to the issuance of any Series Adjusted Repayment Date for the Initial Series of Indenture NotesNotes to repay either Senior Debt or Subordinated Debt; provided, ZVF shall review however, that at any time on or after the estimated costs and expenses Series Adjusted Repayment Date for the Initial Series of Notes the proceeds from such issuance with the Lessee and ZVF shall not issue may only be used to repay Subordinated Debt if all Senior Debt has been repaid prior to such issuance as provided for in Section 8.35. (e) With regard to any new Series of Notes issued pursuant to this Section 2.2 that constitutes Subordinated Debt, the proceeds from such issuance may be used at any time prior to the Series Adjusted Repayment Date for the Initial Series of Notes to repay either Senior Debt or Subordinated Debt; provided, however, that at any time on or after the Series Adjusted Repayment Date for the Initial Series of Notes no Series of Subordinated Notes may be issued under this Base Indenture Notes if unless the Lessee shall proceeds from such issuance are used to repay Senior Debt or all Outstanding Classes of Senior Debt have notified ZVF of its objection been refinanced prior to such costs and expensesissuance.

Notes Issuable in Series. (a) The Indenture Notes may be issued in one or more Series of Indenture NotesSeries. Each Series of Indenture Notes shall be created by a Series Supplement. (b) Indenture So long as each of the certifications described in clause (iii)(I) and clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series of Indenture Notes may from time to time be executed by ZVF the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two five (25) Business Days (or such shorter time as is acceptable to except in the Trusteecase of the issuance of the Series of Notes on the Series 2015-1 Closing Date) in advance of the related Series Closing Date (which Company Request will be revocable by the Issuer upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by ZVF the Issuer to the TrusteeTrustee and the Control Party, and receipt by the TrusteeTrustee and the Control Party, of the following: (i) a Company Order authorizing and directing the authentication and delivery of the Indenture Notes of such new Series of Indenture Notes by the Trustee and specifying the designation of such new Series of Indenture NotesSeries, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of Indenture Notes to be authenticated and the Note Rate with respect to such new Series of Indenture NotesSeries; (ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by ZVF the Issuer and the Trustee and specifying the Principal Terms of such new Series of Indenture NotesSeries; (iii) each related Enhancement Agreementin the case of any Additional Notes, if any, executed by each there is one or more Series of Notes Outstanding (apart from such Additional Notes) on the applicable Series Closing Date (unless all Series of Notes Outstanding (apart from such Additional Notes) will be repaid in full from the proceeds of the parties thereto, other than issuance of the TrusteeAdditional Notes or otherwise on the applicable Series Closing Date): (A) no Cash Trapping Period is in effect or will commence as a result of the issuance of such Additional Notes; (ivB) written confirmation from each Rating Agency, if any, either the Manager or the Issuer that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding (other than any such Series of Indenture Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of Indenture such Additional Notes or will occur as a result of the issuance of the new Series of Indenture Notes) shall have has been satisfied with respect to such issuancesatisfied; (v) (x) solely in connection with the issuance of a Series of Notes, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date to the effect that (AC) no Limited Liquidation Rapid Amortization Event, Default or Event of Default or Enhancement Deficiency with respect to any Series of Notes Outstanding has occurred and is continuing or will occur as a result of the issuance of such new Series of Additional Notes, ; (BD) no Liquidation Manager Termination Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred and is continuing or will occur as a result of the issuance of such new Additional Notes; (E) the New Series of Notes Pro Forma DSCR is greater than or equal to 2.00:1.00; (F) the Senior Leverage Ratio and (C) consent has been obtained from the Required Noteholders of each Series of Notes (i) with respect to which an Amortization Event or Potential Amortization Event is continuing Driven Brands Leverage Ratio as of the date of applicable Series Closing Date are each less than or equal to 7.00:1.00 after giving pro forma effect to the issuance of such new Series Additional Notes and any repayment of existing Indebtedness from such Additional Notes; (G) the anticipated repayment date for such Additional Notes will not be prior to the anticipated repayment date of any Class of Notes then Outstanding (other than in the case of an issuance of Class A-1 Notes); (H) the legal final maturity date for such Additional Notes will not be prior to the legal final maturity of any Class of Notes then Outstanding; (I) one or will occur as a result more Officer’s Certificates, each executed by an Authorized Officer of the issuance of such new Series of Notes and (ii) that will remain Outstanding immediately following the issuance of such new Series of Notes and (D) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied and (y) solely in connection with the issuance of a Segregated Series of NotesIssuer, an Officer’s Certificate of ZVF dated as of the applicable Series Closing Date Date, certifying to the matters set forth in clauses (A) through (H) above and to the effect that that: (1) all conditions precedent provided in this Base Indenture and the related Segregated Series Supplement with respect to the authentication and delivery of such new Segregated Additional Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such Additional Notes have been satisfiedsatisfied or waived; (vi2) a Tax Opinionthe Guarantee and Collateral Agreement is in full force and effect as to such Additional Notes; (vii3) evidence that each of the parties to the Related Transaction Documents with respect to the new Series of Indenture such Additional Notes has covenanted and agreed in such Related the Transaction Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Indenture Note, it will not institute against, or join with any other Person in institutinginstituting against, against ZVF any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal federal or state bankruptcy or similar law; and (4) all representations and warranties of the Issuer in this Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date in all material respects); (viiiJ) unless otherwise specified in the related proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement; (K) all costs, an Opinion fees and expenses with respect to the issuance of such new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of such new Series of Notes; and (L) if such new Series of Notes includes Subordinated Debt, the terms of such new Series of Notes include the Subordinated Debt Provisions to the extent applicable. (iv) a Tax Opinion, dated the applicable Series Closing Date; provided that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of the issuance of such new Series of Notes or otherwise on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the definition of “Tax Opinion” will be required to be given in connection with the issuance of such new Series of Notes; (v) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially reasonably acceptable to the TrusteeControl Party, dated the applicable Series Closing Date, substantially to the effect that: (A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the such new Series of Indenture Notes, and all conditions precedent provided for in Notes are permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with respect to the authentication and delivery issuance of Notes on the new Series of Indenture Notes have been complied with2015-1 Closing Date); (B) the related Series Supplement has been duly authorized, executed and delivered by ZVF; (C) the new Series of Indenture Notes has been duly authorized Issuer and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of ZVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and (D) the related Series Supplement is constitutes a legal, valid and binding agreement of ZVFthe Issuer, enforceable against the Issuer in accordance with its terms; (C) such new Series of Notes have been duly authorized by the Issuer, subject and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms; (D) none of the Securitization Entities is required to bankruptcybe registered under the Investment Company Act within the meaning of Section 3(a)(1) thereof; (E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral Agreement, insolvencyand such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes; (F) based on a reasoned analysis, reorganizationthe assets and liabilities of each Securitization Entity as a debtor in bankruptcy would not be substantively consolidated with the assets and liabilities of Parent or the Manager; (G) neither the execution and delivery by the Issuer of such Notes and the Series Supplement nor the performance by the Issuer of its obligations under each of such Notes and the Series Supplement (i) conflicts with the Charter Documents of the Issuer, moratorium (ii) constitutes a violation of, or a default under, any material agreement to which the Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Issuer (which orders and other similar laws affecting creditors’ rights generally decrees may be set forth in a schedule to such opinion); (H) neither the execution and delivery by the Issuer of such Notes and the Series Supplement nor the performance by the Issuer of its payment obligations under each of such Notes and the Series Supplement (i) violates any law, rule or regulation of any relevant jurisdiction or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made; (I) there is no action, proceeding or investigation pending or threatened against Parent or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to general principles have a Material Adverse Effect on the business or assets of equitythe Securitization Entities; (J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of such Notes by the Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the Securities Act; and (ixK) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture (except that no such Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Series 2015-1 Closing Date); (vi) one or more Officer’s Certificates, each executed by an Authorized Officer of the Issuer, dated as of the applicable Series Closing Date to the effect that: (A) the related Series Supplement has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms; and (B) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and (vii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require. . (c) Upon satisfaction satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of such conditionsthe conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Indenture Additional Notes upon execution thereof by ZVFthe Issuer. (cd) Prior With regard to any new Series of Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes. (e) The issuance of Additional Notes shall not be subject to the issuance consent of the Holders of any Series of Indenture Notes, ZVF shall review the estimated costs and expenses of such issuance Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Lessee Transaction Documents, including acquisitions and ZVF shall not issue any Series refinancings of Indenture Notes if acquisitions by the Lessee shall have notified ZVF of its objection to such costs and expensesSecuritization Entities.