Exhibit 99.1

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC,
each as Co-Issuer

and

CITIBANK, N.A.,
as Trustee and Securities Intermediary

FIRST SUPPLEMENT

Dated as of July 21, 2012

to

BASE INDENTURE

Dated as of May 20, 2011

Asset Backed Notes
(Issuable in Series)

FIRST SUPPLEMENT, dated as of July 21, 2012 (this “ First Supplement ”), by and among SONIC CAPITAL LLC, a Delaware limited liability company (the “ Master Issuer ”), SONIC INDUSTRIES LLC, a Delaware limited liability company (the “ Franchise Assets Holder ”), AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “ IP Holder ”), AMERICA’S DRIVE-IN RESTAURANTS LLC, a Delaware limited liability company (“ADR”), SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“ SRI Real Estate Holdco ”), SRI REAL ESTATE PROPERTIES LLC, a Delaware limited liability company (“ SRI Real Estate Assets Holder ” and together with the Master Issuer, the Franchise Assets Holder, the IP Holder, ADR and SRI Real Estate Holdco, collectively, the “ Co-Issuers ” and each, a “ Co-Issuer ”), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “ Trustee ”), and as securities intermediary, to the Base Indenture, dated as of May 20, 2011, by and among the Co-Issuers and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements (as defined in Annex A thereto), the “ Base Indenture ”).

PRELIMINARY STATEMENT

WHEREAS, Sections 13.2 and 13.3 of the Base Indenture provide, among other things, that the Co-Issuers and the Trustee, with the consent of the Control Party (at the direction of the Controlling Class Representative), may at any time and from time to time without the consent of any Noteholder or any other Secured Party enter into a Supplement to the Base Indenture to amend, modify or waive a provision of the Base Indenture, except for certain enumerated purposes; and

WHEREAS, the Co-Issuers and the Trustee wish to enter into this First Supplement to do the same.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Unless otherwise specified herein, all capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Base Indenture or the Series 2011-1 Supplement, dated as of May 20, 2011 (the “Series 2011-1 Supplement”; together with the Base Indenture, the “Indenture”) and all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or the Series 2011-1 Supplement (as indicated herein).

ARTICLE II

AMENDMENTS

Section 2.1      Trustee Eligibility Disqualification .

Section 10.8(a) of the Base Indenture is hereby amended and restated in its entirety to read as follows:

There shall at all times be a Trustee hereunder which shall (i) be a bank or trust company organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trustee power, (ii) be subject to supervision or examination by federal or state authority, (iii) have a combined capital and surplus of at least $250,000,000 as set forth in its most recent published annual report of condition, (iv) be reasonably acceptable to the Servicer and (v) have a long-term unsecured debt rating of at least “BBB-” and “Baa3” by Standard & Poor’s and Moody’s, respectively.

ARTICLE III

GENERAL

Section 3.1      Effect on Indenture . Upon the date hereof (i) the Indenture shall be amended in accordance herewith, (ii) this First Supplement shall form part of the Indenture for all purposes and (iii) the parties and each Noteholder shall be bound by the Indenture, as so amended. Except as expressly set forth or contemplated in this First Supplement, the terms and conditions of the Indenture shall remain in place and shall not be altered, amended or changed in any manner whatsoever, except by any further amendment to the Indenture made in accordance with the terms of the Indenture, as amended by this First Supplement.

Section 3.2      Binding Effect . This First Supplement shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto, each Noteholder and each other Secured Party.

Section 3.3      Counterparts . This First Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 3.4      Governing Law . THIS FIRST SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.5      Amendments . This First Supplement may not be modified or amended except in accordance with the terms of the Indenture.

[Signature Pages Follow]

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

[Signature Page to First Supplement]

[Signature Page to First Supplement]

CONSENT OF CONTROL PARTY AND CONTROLLING CLASS
REPRESENTATIVE:

In accordance with Section 2.4 of the Servicing Agreement, Midland Loan Services, a division of PNC Bank, National Association, as Control Party and Controlling Class Representative (pursuant to Section 11.1(d) of the Base Indenture), hereby consents to the execution and delivery by the Co-Issuers and the Trustee of the foregoing First Supplement.

MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

[Signature Page to First Supplement]

Exhibit 99.2

Execution Copy

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC
and
SRI REAL ESTATE PROPERTIES LLC,
each as Co-Issuer

and

CITIBANK, N.A.,
as Trustee and Securities Intermediary

SECOND SUPPLEMENT

Dated as of April 12, 2016

to the

BASE INDENTURE

Dated as of May 20, 2011

Asset Backed Notes
(Issuable in Series)

SECOND SUPPLEMENT TO BASE INDENTURE

SECOND SUPPLEMENT, dated as of April 12, 2016 (this “ Second Supplement ”), to the Base Indenture, dated as of May 20, 2011, as supplemented by the First Supplement to the Base Indenture, dated as of July 21, 2012 (as further amended, supplemented or otherwise modified from time to time, the “ Base Indenture ”), by and among SONIC CAPITAL LLC, a Delaware limited liability company (the “ Master Issuer ”), SONIC INDUSTRIES LLC, a Delaware limited liability company (the “ Franchise Assets Holder ”), AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “ IP Holder ”), AMERICA’S DRIVE-IN RESTAURANTS LLC, a Delaware limited liability company (“ ADR ”), SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“ SRI Real Estate Holdco ”), SRI REAL ESTATE PROPERTIES LLC, a Delaware limited liability company (“ SRI Real Estate Assets Holder ” and together with the Master Issuer, the Franchise Assets Holder, the IP Holder, ADR and SRI Real Estate Holdco, collectively, the “ Co-Issuers ” and each, a “ Co-Issuer ”) and CITIBANK, N. A., a national banking association, as trustee (in such capacity, the “ Trustee ”), and as securities intermediary.

W I T N E S S E T H:

WHEREAS, Section 13.2(a) of the Base Indenture provides, among other things, that the Co-Issuers and the Trustee, with the consent of the Control Party (acting at the direction of the Controlling Class Representative), may at any time, and from time to time, make certain amendments, waivers and other modifications to the Base Indenture, including the amendments set forth in Section 2.1 through Section 2.5 of this Second Supplement;

WHEREAS, Section 13.1(a)(iv) of the Base Indenture provides, among other things, that the Co-Issuers and the Trustee, without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, may at any time, and from time to time, enter into Supplements to cure any ambiguity, defect or inconsistency or to correct or supplement any provision in the Base Indenture, including the amendments set forth in Sections 2.6 and 2.7 of this Second Supplement;

WHEREAS, the Co-Issuers have duly authorized the execution and delivery of this Second Supplement;

WHEREAS, the Control Party is willing to provide its written consent (in accordance with the terms and conditions of the Base Indenture) to the execution of the amendments set forth in Section 2.1 through Section 2.5 of this Second Supplement, and

WHEREAS, the Co-Issuers and the Trustee wish to amend the Base Indenture as set forth herein to (i) allow letters of credit to be used in place of funds in the Senior Notes Interest Reserve Account and the Senior Subordinated Notes Interest Reserve Account, (ii) revise the definition of “Competitor”, (iii) revise the operation of the Technology Fund, (iv) introduce the Series Non-Amortization Test, (v) revise the ratings requirement with respect to insurers, and (vi) revise Exhibit C to the Base Indenture, which provides the form of Information Request Certification.

NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I
Definitions

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

ARTICLE II
AMENDMENTS

Section 2.1         Definitions .

(a)         Available Senior Notes Interest Reserve Account Amount . The definition of “Available Senior Notes Interest Reserve Account Amount” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Available Senior Notes Interest Reserve Account Amount ” means, as of any date of determination, the sum of (i) the amount on deposit in the Senior Notes Interest Reserve Account and (ii) the undrawn face amount of any Interest Reserve Letters of Credit issued for the benefit of the Senior Noteholders, after giving effect to any withdrawals therefrom or draws with respect to the Senior Notes .

(b)         Available Senior Subordinated Notes Interest Reserve Account Amount . The definition of “Available Senior Subordinated Notes Interest Reserve Account Amount” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Available Senior Subordinated Notes Interest Reserve Account Amount ” means, as of any date of determination, the sum of (i) the amount on deposit in the Senior Subordinated Notes Interest Reserve Account and (ii) the undrawn face amount of any Interest Reserve Letters of Credit issued for the benefit of the Senior Subordinated Noteholders, after giving effect to any withdrawals therefrom or draws with respect to the Senior Subordinated Notes .

(c)         Brand Technology Fund . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Brand Technology Fund” in accordance with alphabetical order.

“ Brand Technology Fund ” means the fund administered by the Manager, on behalf of the Franchisees, in accordance with the Management Agreement, to which Third-Party Vendors and Franchisees pay Brand Technology Fund Fees.

(d)         Brand Technology Fund Account . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Brand Technology Fund” in accordance with alphabetical order.

“ Brand Technology Fund Account ” means deposit account no. 4005184736 entitled “Brand Technology Fund in Trust for the Benefit of the Franchisees on behalf of SI LLC and SIF LLC” maintained in the name of the Manager for the benefit of the Franchisees at a Qualified Institution into which the Manager causes Brand Technology Fund Fees to be deposited or any successor deposit account established by the Manager for such purpose pursuant to the Management Agreement.

(e)         Brand Technology Fund Fees . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Brand Technology Fund” in accordance with alphabetical order.

“ Brand Technology Fund Fees ” means any fees payable by Third-Party Vendors pursuant to Third-Party Vendor Agreements or Franchisees pursuant to Franchise Agreements to be used by any “franchisor” for technology expenditures in accordance with the terms of the Franchise Arrangements.

(f)         Competitor . The definition of “Competitor” in the Base Indenture Definitions List is hereby amended by deleting the stricken text and inserting the double underlined text in the following paragraph:

“ Competitor ” means any Person other than Holdco, SISI, SRI and the Securitization Entities that is a direct or indirect franchisor, franchisee, owner or operator of a quick-service-restaurant large regional or national quick-service restaurant concept (including a Franchisee) ; provided, however, that no (a) a Person shall will not be a “ Competitor ” solely by virtue of its direct or indirect ownership of less than 5 5.0 % of the Equity Interests in a “ Competitor . ” and (b) a franchisee will only be a “Competitor” if it, or its Affiliates, directly or indirectly, owns, franchises or licenses, in the aggregate, ten or more individual locations of a particular concept; and provided, further, that a Person will not be a “Competitor” solely by virtue of its direct or indirect ownership of between 5.0% and 15% of the Equity Interests in a “Competitor” so long as (i) such Person has policies and procedures that prohibit such Person from disclosing or making available any confidential information that such Person may receive as a noteholder or prospective investor in the Notes, to individuals involved in the business of buying, selling, holding or analyzing the Equity Interests of a “Competitor” or in the business of being a franchisor, franchisee, owner or operator of a large regional or national quick service restaurant concept and (ii) such Person is a passive investor in a “Competitor” as described in Rule 13d-1(b)(1) of the Exchange Act (or would be described as a passive investor under such rule if the “Competitor” were a publicly-traded company and the securities held were publicly-traded equity securities) and is not a franchisor, franchisee, owner (other than in its capacity as a passive investor as described in Rule 13d-1(b)(1) of the Exchange Act) or operator of a large regional or national quick service restaurant concept (including a Franchisee).

(g)         Interest Reserve Letter of Credit . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Interest Reserve Letter of Credit” in accordance with alphabetical order.

“ Interest Reserve Letter of Credit ” means any letter of credit issued under a Variable Funding Note Purchase Agreement for the benefit of the Trustee (or the Control Party on the Trustee’s behalf to the extent permitted by the L/C Provider) and the Senior Noteholders or the Senior Subordinated Noteholders, as applicable.

(h)         L/C Downgrade Event . The Base Indenture Definitions List is hereby amended by inserting the following definition of “L/C Downgrade Event” in accordance with alphabetical order.

“ L/C Downgrade Event ” has the meaning specified in Section 5.19 of the Base Indenture.

(i)          L/C Provider . The Base Indenture Definitions List is hereby amended by inserting the following definition of “L/C Provider” in accordance with alphabetical order.

“ L/C Provider ” has the meaning specified in Section 5.19 of the Base Indenture.

(j)          Senior Notes Available Reserve Account Amount . The definition of “Senior Notes Available Reserve Account Amount” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Senior Notes Available Reserve Account Amount ” means, as of any date of determination, collectively, the amount on deposit in the Senior Notes Interest Reserve Account , the undrawn face amount of any Interest Reserve Letters of Credit issued for the benefit of the Senior Noteholders and the amount on deposit in the Cash Trap Reserve Account.

(k)         Senior Notes Interest Reserve Account Deficit Amount . The definition of “Senior Notes Interest Reserve Account Deficit Amount” in the Base Indenture Definitions List is hereby amended by deleting the stricken text and inserting the double underlined text in the following paragraph:

“ Senior Notes Interest Reserve Account Deficit Amount ” moans means , on any Interim Allocation Date with respect to a Monthly Collection Period, an amount equal to the amount, if any, by which (a) the Senior Notes Interest Reserve Amount exceeds (b ) the sum of (i ) the amount on deposit in the Senior Notes Interest Reserve Account on such date and (ii) the undrawn face amount of any Interest Reserve Letters of Credit issued for the benefit of the Senior Noteholders outstanding on such date .

(l)         Senior Notes Interest Reserve Amount . The definition of “Senior Notes Interest Reserve Amount” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Senior Notes Interest Reserve Amount ” means, for any Interim Allocation Date, the aggregate of all amounts required to be on deposit in the Senior Notes Interest Reserve Account and/or the undrawn face amount of any Interest Reserve Letter of Credit issued for the benefit of the Senior Noteholders on such Interim Allocation Date pursuant to any Series Supplement.

(m)         Senior Subordinated Notes Available Reserve Account Amount . The definition of “Senior Subordinated Notes Available Reserve Account Amount” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Senior Subordinated Notes Available Reserve Account Amount ” means, as of any date of determination, collectively, the amount on deposit in the Senior Subordinated Notes Interest Reserve Account , the undrawn face amount of any Interest Reserve Letters of Credit issued for the benefit of the Senior Subordinated Noteholders and the amount on deposit in the Cash Trap Reserve Account.

(n)         Senior Subordinated Notes Interest Reserve Account Deficit Amount . The definition of “Senior Subordinated Notes Interest Reserve Account Deficit Amount” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Senior Subordinated Notes Interest Reserve Account Deficit Amount ” means, on any Interim Allocation Date with respect to a Monthly Collection Period, an amount equal to the amount, if any, by which (a) the Senior Subordinated Notes Interest Reserve Amount exceeds (b ) the sum of (i ) the amount on deposit in the Senior Subordinated Notes Interest Reserve Account on such date and (ii) the undrawn face amount of any Interest Reserve Letters of Credit issued for the benefit of the Senior Subordinated Noteholders outstanding on such date .

(o)         Senior Subordinated Notes Interest Reserve Amount . The definition of “Senior Subordinated Notes Interest Reserve Amount” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Senior Subordinated Notes Interest Reserve Amount ” means, for any Interim Allocation Date, the aggregate of all amounts required to be on deposit in the Senior Subordinated Notes Interest Reserve Account and/or the undrawn face amount of any Interest Reserve Letter of Credit issued for the benefit of the Senior Subordinated Noteholders on such Interim Allocation Date pursuant to any Series Supplement.

(p)         Series Non-Amortization Test . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Series Non-Amortization Test” in accordance with alphabetical order.

“ Series Non-Amortization Test ” has the meaning specified in the applicable Series Supplement or, if not specified therein, means a test that will be satisfied on any Payment Date if (i) the level of the Holdco Leverage Ratio (calculated without giving effect to undrawn commitments under any Variable Funding Note

Purchase Agreement) is less than or equal to 4.5x as of the Accounting Date preceding such Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing as of the Accounting Date preceding such Payment Date.

(q)         Sonic Technology Fund . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Sonic Technology Fund” in accordance with alphabetical order.

“ Sonic Technology Fund ” means the fund administered by the Manager, on behalf of the Franchisor and the Franchise Assets Holder, in accordance with the Management Agreement, to which Third-Party Vendors pay Sonic Technology Fund Fees pursuant to the Third-Party Vendor Agreements.

(r)         Sonic Technology Fund Account . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Sonic Technology Fund Fees” in accordance with alphabetical order.

“ Sonic Technology Fund Account ” means deposit account no. 4005077048 entitled “Sonic Technology Fund LLC In Trust for the Benefit of the Franchisees on behalf of SI LLC and SIF LLC” maintained in the name of the Sonic Technology Fund for the benefit of the Franchisees at a Qualified Institution into which the Manager causes Sonic Technology Fund Fees to be deposited or any successor deposit account established by the Manager for such purpose pursuant to the Management Agreement.

(s)         Sonic Technology Fund Fees . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Sonic Technology Fund Fees” in accordance with alphabetical order.

“ Sonic Technology Fund Fees ” means any fees payable by Third-Party Vendors pursuant to Third-Party Vendor Agreements to be used by any “franchisor” for technology expenditures in accordance with the terms of the Franchise Arrangements.

(t)         Technology Fund . The definition of “Technology Fund” in the Base Indenture Definitions List is hereby amended by deleting the definition in its entirety and by inserting the following definition in its place:

“ Technology Fund ” means the Sonic Technology Fund and/or the Brand Technology Fund, as applicable.

(u)         Technology Fund Account . The definition of “Technology Fund Account” in the Base Indenture Definitions List is hereby amended by deleting the definition in its entirety and by inserting the following definition in its place:

“ Technology Fund Account ” means the Sonic Technology Fund Account and/or the Brand Technology Fund Account, as applicable.

(v)         Technology Fund Fees . The definition of “Technology Fund Fees” in the Base Indenture Definitions List is hereby amended by deleting the definition in its entirety and by inserting the following definition in its place:

“ Technology Fund Fees ” means Sonic Technology Fund Fees and/or Brand Technology Fund Fees, as applicable.

Section 2.2         Grant of Security Interest (Section 3.1 of the Base Indenture) .

(a)        Section 3.1(a) of the Base Indenture is hereby amended by deleting the stricken text in Section 3.1(a)(xi), inserting the following paragraph as Section 3.1(a)(xii) and re-numbering the final sub-paragraph in Section 3.1(a) thereafter.

(xi)        any Contributed Company-owned Drive-Ins contributed after the Closing Date, including, without limitation, any Contributed Company-owned Drive-In Accounts and 100% of the Master Issuer’s or any other Co-Issuer’s (or any of their respective Subsidiaries’) Equity Interests in any Contributed Company-owned Drive-In Holder and its related contract rights under the Charter Documents of such entity; and

(xii)        any Interest Reserve Letters of Credit; and

Section 2.3         Payment Date Applications (Section 5.14 of the Base Indenture) .

(a)        Section 5.14 of the Base Indenture is hereby amended by deleting the stricken text and inserting the double underlined text in paragraphs (f), (i) and (l):

(f)         Senior Notes Principal Payments Account . On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date the funds allocated to the Senior Notes Principal Payments Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period and any funds that have been re-allocated to the Senior Notes Principal Payments Account on such Accounting Date (i) to be paid to each applicable Class of Senior Notes from the Collection Account up to the aggregate amount of the Senior Notes Aggregate Scheduled Principal Payments, the Senior Notes Scheduled Principal Payments Deficiency Amount and amounts distributed to such account pursuant to clause (xv) of the Priority of Payments owed to each such Class of Senior Notes, sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Senior Notes of such Class; provided that no Senior Notes Scheduled Principal Payments shall be made in respect of any Series of Senior Notes subsequent to the occurrence and during the continuance of any Rapid Amortization Event set forth in clause (e) of Section 9.1 ; and (ii) to be paid to each applicable Class of Senior Notes from the Collection Account up to the aggregate amount of the Indemnification Payments and the Real Estate Asset Disposition Proceeds Prepayment Amount owed to each such Class of Senior Notes, in the following order: first , if a Class A-1 Senior Notes Amortization Period is in effect, to prepay and permanently reduce the Commitment Amounts under all Class A-1 Senior Notes on a pro rata basis; second , to prepay the Outstanding Principal Amount of all Senior Notes of all

Series other than Class A-1 Senior Notes sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Notes of the same alphanumerical designation based on the Outstanding Principal Amount of the Senior Notes of such Class; third , provided clause first does not apply, to prepay and permanently reduce the Commitment Amounts under all Class A-1 Senior Notes of all Series on a pro rata basis , and (iii) if any funds were allocated to the Senior Notes Principal Payments Account on any Interim Allocation Date during the immediately preceding Monthly Collection Period, but are not due and payable on the Payment Date following such Accounting Date because the applicable Series Non-Amortization Test is satisfied as of such Accounting Date and the Master Issuer and SRI Real Estate Holdco have decided not to voluntarily make such Senior Notes Scheduled Principal Payment, to be re-allocated in accordance with clauses (xi) through (xxxii) of the Priority of Payments, in each case, as though such Accounting Date were an Interim Allocation Date and such funds were on deposit in the Collection Account, in the priorities set forth in such clauses and to the extent of amounts due and payable pursuant to such clauses on the following Payment Date after giving effect to other funds already allocated therefor .

(i)         Senior Subordinated Notes Principal Payments Account . On each Accounting Date, the Master Issuer and SRI Real Estate Holdco will instruct the Trustee in writing to withdraw on the following Payment Date the funds allocated to the Senior Subordinated Notes Principal Payments Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period and any funds that have been re-allocated to the Senior Subordinated Notes Principal Payments Account on such Accounting Date (i) to be paid to each applicable Class of Senior Subordinated Notes from the Collection Account up to the amount of Senior Subordinated Notes Scheduled Principal Payments, the Senior Subordinated Notes Scheduled Principal Payments Deficiency Amount and amounts distributed to such account pursuant to clause (xvii) of the Priority of Payments owed to each such Class of Senior Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Senior Subordinated Notes of such Class; provided that no Senior Subordinated Notes Scheduled Principal Payments shall be made in respect of any Series of Senior Subordinated Notes subsequent to the occurrence and during the continuance of any Rapid Amortization Event set forth in clause (e) of Section 9.1 ; and (ii) to be paid (so long as no Senior Notes are Outstanding) to each applicable Class of Senior Subordinated Notes from the Collection Account up to the aggregate amount of Indemnification Payments and the Real Estate Asset Disposition Proceeds Prepayment Amount owed to each such Class of Senior Subordinated Notes, sequentially in order of alphabetical designation and pro rata among each Class of Senior Subordinated Notes of the same alphabetical designation based upon the Outstanding Principal Amount of each such Class, and deposit such funds into the applicable Series Distribution Accounts , and (iii) if any funds were allocated to the Senior Subordinated Notes Principal Payments Account on any Interim Allocation Date during the immediately preceding Monthly Collection Period, but are not due and payable on the Payment Date following such Accounting Date because the applicable Series Non-Amortization Test is satisfied as of such Accounting Date and the Master Issuer and SRI Real Estate Holdco have decided not to voluntarily make such Senior Subordinated Notes

Scheduled Principal Payment, to be re-allocated in accordance with clauses (xvi) through (xxxii) of the Priority of Payments, in each case, as though such Accounting Date were an Interim Allocation Date and such funds were on deposit in the Collection Account, in the priorities set forth in such clauses and to the extent of amounts due and payable pursuant to such clauses on the following Payment Date after giving effect to other funds already allocated therefor .

(l)         Subordinated Notes Principal Payments Account . On each Accounting Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on the following Payment Date the funds allocated to the Subordinated Notes Principal Payments Account on each Interim Allocation Date with respect to the immediately preceding Monthly Collection Period and any funds that have been re-allocated to the Subordinated Notes Principal Payments Account on such Accounting Date (i) to be paid to each applicable Class of Subordinated Notes from the Collection Account up to the amount of Subordinated Notes Scheduled Principal Payments, the Subordinated Notes Scheduled Principal Payments Deficiency Amount and amounts distributed to such account pursuant to clause (xxiii) of the Priority of Payments owed to each such Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each such Class of Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of such Class; provided that no Subordinated Notes Scheduled Principal Payments shall be made in respect of any Series of Subordinated Notes subsequent to the occurrence and during the continuance of any Rapid Amortization Event set forth in clause (e) of Section 9.1 ; and (ii) to be paid (so long as no Senior Notes or Senior Subordinated Notes are Outstanding) to each applicable Class of Subordinated Notes from the Collection Account up to the aggregate amount of Indemnification Payments and the Real Estate Assets Disposition Proceeds Prepayment Amount owed to each such Class of Subordinated Notes, sequentially in order of alphabetical designation and pro rata among each Class of Subordinated Notes of the same alphabetical designation based upon the Outstanding Principal Amount of each such Class, and deposit such funds into the applicable Series Distribution Accounts , and (iii) if any funds were allocated to the Subordinated Notes Principal Payments Account on any Interim Allocation Date during the immediately preceding Monthly Collection Period, but are not due and payable on the Payment Date following such Accounting Date because the applicable Series Non-Amortization Test is satisfied as of such Accounting Date and the Master Issuer and SRI Real Estate Holdco have decided not to voluntarily make such Subordinated Notes Scheduled Principal Payment, to be re-allocated in accordance with clauses (xxii) through (xxxii) of the Priority of Payments, in each case, as though such Accounting Date was an Interim Allocation Date and such funds were on deposit in the Collection Account, in the priorities set forth in such clauses and to the extent of amounts due and payable pursuant to such clauses on the following Payment Date after giving effect to other funds already allocated therefor.

(b)        Subsections 5.14(q)(v), 5.14(q)(vi), 5.14(q)(vii), 5.14(q)(viii), 5.14(q)(ix), and 5.14(q)(x) of the Base Indenture are hereby amended by deleting the stricken text and inserting the double underlined text as follows:

(v)        If the Master Issuer and SRI Real Estate Holdco determine, with respect to any Series of Senior Notes, that the amount to be deposited in any Series Distribution Account in accordance with this Section 5.14 on any Series Legal Final Maturity Date related to such Series of Senior Notes is less than the Outstanding Principal Amount of such Series of Senior Notes, on the Accounting Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Notes Interest Reserve Account and/or draw on the applicable Interest Reserve Letter of Credit and deposit, sequentially in order of alphanumeric designation and pro rata based upon the Outstanding Principal Amount of the Senior Notes, into the applicable Series Distribution Accounts, an amount equal to the lesser of such insufficiency and the Available Senior Notes Interest Reserve Account Amount (after giving effect to any payments made from the Senior Notes Interest Reserve Account pursuant to Section 5.14(a)(ii) and Section 5.14(d)(ii)) on such Series Legal Final Maturity Date).

(vi)        If the Master Issuer and SRI Real Estate Holdco determine, with respect to any Series of Senior Subordinated Notes, that the amount to be deposited in any Series Distribution Account in accordance with this Section 5.13 5.14 on any Series Legal Final Maturity Date related to such Series of Senior Subordinated Notes is less than the Outstanding Principal Amount of such Series of Senior Subordinated Notes, on the Accounting Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Subordinated Notes Interest Reserve Account and/or draw on the applicable Interest Reserve Letter of Credit and deposit, sequentially in order of alphanumeric designation and pro rata based upon the Outstanding Principal Amount of the Senior Subordinated Notes, into the applicable Series Distribution Accounts, an amount equal to the lesser of such insufficiency and the Available Senior Subordinated Notes Interest Reserve Account Amount (after giving effect to any payments made from the Senior Subordinated Notes Interest Reserve Account pursuant to Section 5.14(a)(ii) and Section 5.14(g)(ii)) on such Series Legal Final Maturity Date).

(vii)        On any date on which no Senior Notes are Outstanding, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Senior Notes Interest Reserve Account and to deposit such funds into the Collection Account and the Master Issuer and SRI Real Estate Holdco shall terminate any outstanding Interest Reserve Letters of Credit maintained with respect to the Senior Notes Interest Reserve Account .

(viii)        On any date on which no Senior Subordinated Notes are Outstanding, the Master Issuer and SRI Real Estate Holdco shall instruct the

Trustee in writing to withdraw on such date any funds then on deposit in the Senior Subordinated Notes Interest Reserve Account and to deposit such funds into the Collection Account and the Master Issuer and SRI Real Estate Holdco shall terminate any outstanding Interest Reserve Letters of Credit maintained with respect to the Senior Subordinated Notes Interest Reserve Account .

(ix)        On the Accounting Date preceding the Payment Date following any Senior Notes Interest Reserve Release Event or on which a Senior Notes Interest Reserve Release Event is to occur, the Master Issuer and SRI Real Estate Holder shall instruct the Trustee in writing to withdraw on such Payment Date funds then on deposit in the Senior Notes Interest Reserve Account and/or draw on the applicable Interest Reserve Letter of Credit, equal to the Senior Notes Interest Reserve Release Amount and deposit such funds into the Collection Account.

(x)        On the Accounting Date preceding the Payment Date following any Senior Subordinated Notes Interest Reserve Release Event or on which a Senior Subordinated Notes Interest Reserve Release Event is to occur, the Master Issuer and SRI Real Estate Holder shall instruct the Trustee in writing to withdraw on such Payment Date funds then on deposit in the Senior Subordinated Notes Interest Reserve Account and/or draw on the applicable Interest Reserve Letter of Credit, equal to the Senior Subordinated Notes Interest Reserve Release Amount and deposit such funds into the Collection Account.

Section 2.4         Interest Reserve Letters of Credit (Section 5.19 of the Base Indenture) .

(a)         Article V of the Base Indenture is hereby amended by inserting the following paragraphs as new Section 5.19 :

Section 5.19         Interest Reserve Letters of Credit

The Co-Issuers may, in lieu of funding (or as partial replacement for funding) the Senior Notes Interest Reserve Account and/or the Senior Subordinated Notes Interest Reserve Account in the amounts required hereunder, maintain one or more Interest Reserve Letters of Credit issued under a Variable Funding Note Purchase Agreement for the benefit of the Trustee and the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, each in a face amount equal to the amounts required to be funded in respect of such account(s) had such Interest Reserve Letter of Credit not been issued.

Each such Interest Reserve Letter of Credit (a) shall name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (b) shall allow the Trustee (or the Control Party on the Trustee’s behalf to the extent permitted by the L/C Provider) to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to

Section 5.14 ; (c) shall have an expiration date of no later than ten (10) Business Days prior to the Class A-1 Senior Notes Renewal Date specified in the related Variable Funding Note Purchase Agreement pursuant to which such Interest Reserve Letter of Credit was issued; and (d) shall indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable.

If, on the date that is five (5) Business Days prior to the expiration of any such Interest Reserve Letter of Credit, such Interest Reserve Letter of Credit has not been replaced or renewed and the Co-Issuers have not otherwise deposited funds into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in the amounts that would otherwise be required had such Interest Reserve Letter of Credit not been issued, the Master Issuer and SRI Real Estate Holdco shall submit a notice of drawing under such Interest Reserve Letter of Credit and use the proceeds thereof to fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in an amount equal to the Senior Notes Interest Reserve Account Deficit Amount or the Senior Subordinated Notes Interest Reserve Account Deficit Amount on such date, in each case calculated as if such Interest Reserve Letter of Credit had not been issued.

If, on any day, (i) the short-term debt credit rating of any entity which has issued an Interest Reserve Letter of Credit (an “ L/C Provider ”) is withdrawn by Standard & Poor’s or downgraded below “A-1” or is withdrawn by Moody’s or downgraded below “P-1” or (ii) the long-term debt credit rating of any L/C Provider is withdrawn by Standard & Poor’s or downgraded below “BBB+” or is withdrawn by Moody’s or downgraded below “Baa1” (each of cases (i) and (ii), an “ L/C Downgrade Event ”), on the fifth (5 ^th ) Business Day after the occurrence of such L/C Downgrade Event, the Master Issuer and SRI Real Estate Holdco shall submit a notice of drawing under each Interest Reserve Letter of Credit issued by such L/C Provider and use the proceeds thereof to fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in an amount equal to the Senior Notes Interest Reserve Account Deficit Amount or the Senior Subordinated Notes Interest Reserve Account Deficit Amount on such date, in each case calculated as if such Interest Reserve Letter of Credit had not been issued.

Section 2.5         Insurance (Section 8.28 of the Base Indenture )

(a)        Section 8.28 of the Base Indenture is hereby amended by deleting the stricken text and inserting the double underlined text as follows:

The Co-Issuers shall maintain, or cause the Servicer to maintain, with financially sound insurers with an S&P Credit Rating of not less than “BBB-” and or with a claims-paying ability rated not less than “A:VIII” by A.M. Best’s Key Rating Guide, insurance coverages customary for business operations of the type conducted in respect of the Sonic System; provided that the Co-Issuers shall, on any insurance policy maintained by the Manager for the benefit of any Securitization Entity, cause the

Manager to list each such Securitization Entity as an “additional insured” or “loss payee.” The terms and conditions of all such insurance shall be no less favorable to the Co-Issuers than the terms and conditions of insurance maintained by their Affiliates that are not Securitization Entities. The Co-Issuers shall annually provide to the Trustee, the Servicer and the Back-Up Manager evidence reasonably satisfactory to the Servicer (which may be by covernote) that the insurance required to be maintained by the Co-Issuers hereunder is in full force and effect, by not later than December 31 of each calendar year. Notwithstanding anything to the contrary contained herein, the Co-Issuers’ obligation under this Section 8.28 with respect to each applicable Franchise Arrangement, Company-owned Drive-In Master Lease or Post-Securitization Franchise Drive-In Lease shall be deemed satisfied if the applicable Co-Issuer has contractually obligated the Franchisee party to such Franchise Arrangement, Company-owned Drive-In Master Lease or Post-Securitization Franchise Drive-In Lease, as the case may be, to maintain insurance with respect to such Franchise Arrangement, Company-owned Drive-In Master Lease or Post-Securitization Franchise Drive-In Lease, as the case may be, in a manner that is customary for business operations of this type.

Section 2.6         Exhibit C . Exhibit C to the Base Indenture is hereby deleted in its entirety and replaced with the form of Exhibit C attached hereto as Annex A.

Section 2.7         Reports, Financial Statements and Other Information to Noteholders (Section 4.4 of the Base Indenture) .

(a)        Section 4.4 of the Base Indenture is hereby amended by deleting the stricken text and inserting the double underlined text as follows:

The Trustee will (a) make the Monthly Manager’s Certificates, the Monthly Noteholders’ Statements, the Quarterly Noteholders’ Statements, the financial statements referenced in Section 4.1(h) and Section 4.1(i) , the reports referenced in Section 4.1(g) and the Indenture and other Related Documents available promptly upon receipt thereof to (1) each Rating Agency pursuant to Section 4.1(m) above and (2) to Noteholders, the Servicer, the Manager, the Back-Up Manager and the Rating Agencies via the Trustee’s internet website at www.sf.citidirect.com and (b) furnish prospective purchasers with hard copies of such items listed above, provided, that as a condition to access to the Trustee’s website, or to the Trustee’s furnishing such hard copies, the Trustee shall require each such Noteholder or prospective purchaser to provide to the Trustee an Information Request Certification in the form of Exhibit C hereto to the effect that such Noteholder or prospective purchaser (i) is a Noteholder or prospective purchaser, as applicable, (ii) understands that such items contain material nonpublic information, (iii) is requesting the information solely for use in evaluating such party’s investment in the Notes or potential purchase of the Notes, as applicable, and will keep such information strictly confidential (with such exceptions and restrictions to distribution of the information as are more fully set forth in the Information Request Certification and (iv) (iii) is not a Competitor. Each time a Noteholder accesses the internet website, it will be deemed to have confirmed the representations and warranties made pursuant to the confirmation as of the date thereof. The Trustee will provide the Servicer and the Manager with copies of such Information Request Certification,

including the identity, address, contact information, email address and telephone number of such Noteholder, upon request. Assistance in using the Trustee’s website can be obtained by calling the Trustee’s customer service desk at (800) 422-2066.

ARTICLE III
GENERAL

Section 3.1         Effect on Indenture . Upon the date hereof (i) the Base Indenture shall be amended in accordance herewith, (ii) this Second Supplement shall form part of the Base Indenture for all purposes and (iii) the parties and each Noteholder shall be bound by the Base Indenture, as so amended. Except as expressly set forth or contemplated in this Second Supplement, the terms and conditions of the Base Indenture shall remain in place and shall not be altered, amended or changed in any manner whatsoever, except by any further amendment to the Base Indenture made in accordance with the terms of the Base Indenture, as amended by this Second Supplement.

Section 3.2         Binding Effect . This Second Supplement shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto, each Noteholder and each other Secured Party.

Section 3.3         Counterparts . The parties to this Second Supplement may sign any number of copies of this Second Supplement. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 3.4         Severability . In case any provision in this Second Supplement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Second Supplement shall not in any way be affected or impaired thereby.

Section 3.5         Governing Law . THIS SECOND SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 3.6         Amendments . This Second Supplement may not be modified or amended except in accordance with the terms of the Base Indenture.

Section 3.7         Matters relating to the Trustee . The Trustee makes no representations or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the Co-Issuers, or the validity or sufficiency of this Second Supplement and the Trustee shall not be accountable or responsible for or with respect to nor shall the Trustee have any responsibility for provisions thereof. In entering into this Second Supplement, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Each party hereto represents and warrants to each other party hereto that this Second Supplement has been duly and validly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms.

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

[Signature Page to Second Supplement]

[Signature Page to Second Supplement]

[Signature Page to Second Supplement]

CONSENT OF CONTROL PARTY AND
CONTROLLING CLASS REPRESENTATIVE:

In accordance with Section 2.4 of the Servicing Agreement, Midland Loan Services, a division of PNC Bank, National Association, as Control Party and in its capacity as Control Party to exercise the rights of the Controlling Class Representative (pursuant to Section 11.1(d) of the Base Indenture), hereby consents to the execution and delivery by the Co-Issuers and the Trustee of the amendments set forth in Section 2.1 through Section 2.5 of this Second Supplement to the Base Indenture.

MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

[Signature Page to Second Supplement]

Annex A

Exhibit C

[Citibank, N.A. Information Request Certification

Citibank, N.A.

388 Greenwich Street 14th Floor

New York, NY 10013

Attention: Agency & Trust — Sonic [20XX-X]

Pursuant to Section 4.4 of the Base Indenture, dated as of May 20, 2011, by and among Sonic Capital LLC, Sonic Industries LLC, America’s Drive-In Brand Properties LLC, America’s Drive-In Restaurants LLC, SRI Real Estate Holding LLC and SRI Real Estate Properties LLC, as Co-Issuers, and Citibank, N.A., as Trustee (as amended, modified or supplemented, the “ Base Indenture ”), the undersigned hereby certifies and agrees to the following conditions. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in Annex A to the Base Indenture.

1.        The undersigned is a [Noteholder] [Note Owner who is also a beneficial holder of Notes] [prospective purchaser of Notes previously designated by a Noteholder or Note Owner].

2.        [Pursuant to Section 4.4 of the Base Indenture, the undersigned is requesting that the Trustee deliver to the undersigned hard copies of the following documents:[ ]] [Pursuant to Section 4.4 of the Base Indenture the undersigned is [also] requesting access for the undersigned to the password-protected area of the Trustee’s website at [ www.sf.citidirect.com ] relating to the Notes.]

3.        The undersigned is requesting such information solely for use in evaluating the undersigned’s [investment][potential purchase] in the Notes.

4.        The undersigned is not a Competitor.

5.        The undersigned understands [documents it has requested][and][the Trustee’s website contain[s] confidential information].

6.        In consideration of the Trustee’s disclosure to the undersigned, the undersigned shall, except as required by law, keep all information requested hereby (including [all copies of documents delivered by the Trustee] [and] [all information provided by the Trustee on the Trustee’s website]) strictly confidential, and such information shall not be disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives in any manner whatsoever or used for any purpose other than evaluating the undersigned’s investment or possible investment in the Notes; provided , however , that the undersigned shall be permitted to disclose such information to: (A) to (1) those personnel employed by it who need to know such information which have agreed to keep such information strictly confidential and to use such information only for evaluating the undersigned’s investment or possible investment in the

Notes, (2) its attorneys and outside auditors which have agreed to keep such information strictly confidential and to use such information only for evaluating the undersigned’s investment or possible investment in the Notes, or (3) a regulatory or self-regulatory authority pursuant to applicable law or regulation or (B) by judicial process; provided, that it may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions and any related tax strategies to the extent necessary to prevent the transaction from being described as a “confidential transaction” under U.S. Treasury Regulations Section 1.6011-4(b)(3),

7.        The undersigned will not use or disclose the information in any manner which could result in a violation of any provision of the Securities Act or the Exchange Act or would require registration of any non-registered security pursuant to the Securities Act.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer.

Exhibit 99.3

Execution Copy

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC
and
SRI REAL ESTATE PROPERTIES LLC,
each as Co-Issuer

and

CITIBANK, N.A.,
as Trustee and Securities Intermediary

THIRD SUPPLEMENT

Dated as of May 17, 2016

to the

BASE INDENTURE

Dated as of May 20, 2011

Asset Backed Notes
(Issuable in Series)

THIRD SUPPLEMENT TO BASE INDENTURE

THIRD SUPPLEMENT, dated as of May 17, 2016 (this “ Third Supplement ”), to the Base Indenture, dated as of May 20, 2011, as supplemented by the First Supplement to the Base Indenture, dated as of July 21, 2012, and by the Second Supplement to the Base Indenture, dated as of April 12, 2016 (as further amended, supplemented or otherwise modified from time to time, the “ Base Indenture ”), by and among SONIC CAPITAL LLC, a Delaware limited liability company (the “ Master Issuer ”), SONIC INDUSTRIES LLC, a Delaware limited liability company (the “ Franchise Assets Holder ”), AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “ IP Holder ”), AMERICA’S DRIVE-IN RESTAURANTS LLC, a Delaware limited liability company (“ ADR ”), SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“ SRI Real Estate Holdco ”), SRI REAL ESTATE PROPERTIES LLC, a Delaware limited liability company (“ SRI Real Estate Assets Holder ” and together with the Master Issuer, the Franchise Assets Holder, the IP Holder, ADR and SRI Real Estate Holdco, collectively, the “ Co-Issuers ” and each, a “ Co-Issuer ”), each as a Co-Issuer, and CITIBANK, N. A., a national banking association, as trustee (in such capacity, the “ Trustee ”), and as securities intermediary.

W I T N E S S E T H:

WHEREAS, Section 13.2(a) of the Base Indenture provides, among other things, that the Co-Issuers and the Trustee, with the consent of the Control Party (at the direction of the Controlling Class Representative) and with the consent of the affected Noteholders, may at any time, and from time to time, make amendments, waivers and other modifications to the Base Indenture;

WHEREAS, the Co-Issuers have duly authorized the execution and delivery of this Third Supplement;

WHEREAS, the Control Party is willing to provide its written consent (in accordance with the terms and conditions of the Base Indenture) to the execution of this Third Supplement;

WHEREAS, the holders of the Series 2016-1 Senior Notes have consented to the terms of the amendments to the Base Indenture set forth herein; and

WHEREAS, the Co-Issuers and the Trustee wish to amend the Base Indenture as set forth herein.

NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I
Definitions

Unless otherwise defined herein, capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached to the Base Indenture as Annex A (as such Definitions List may be amended,

supplemented or otherwise modified from time to time in accordance with the provisions of the Base Indenture (the “ Base Indenture Definitions List ”)).

ARTICLE II
AMENDMENTS

Section 2.1             Definitions .

(a)                 Cash Trap Optional Prepayment . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Cash Trap Optional Prepayment” in accordance with alphabetical order.

“ Cash Trap Optional Prepayment ” means any optional prepayment of Senior Notes or Senior Subordinated Notes from proceeds on deposit in the Cash Trap Reserve Account.

(b)                CTOP Payment Priority . The Base Indenture Definitions List is hereby amended by inserting the following definition of “CTOP Payment Priority” in accordance with alphabetical order.

“ CTOP Payment Priority ” means, with respect to Cash Trap Optional Prepayments, the application or allocation of funds in the Cash Trap Reserve Account, based solely on the information provided to the Trustee by the Master Issuer and SRI Real Estate Holdco, in the following order of priority: (a) if a Class A-1 Senior Notes Amortization Event has occurred and is continuing, to make an allocation to the Senior Notes Principal Payments Account, in the amount necessary to prepay and permanently reduce the Commitments under all Class A-1 Senior Notes affected by such Class A-1 Senior Notes Amortization Event on a pro rata basis based on Commitment Amounts; then (b) to make an allocation to the Senior Notes Principal Payments Account, in the amount necessary to prepay all Senior Notes of all Series other than Class A-1 Senior Notes on a pro rata basis based on principal outstanding; then (c) provided clause (a) does not apply, to make an allocation to the Senior Notes Principal Payments Account, in the amount necessary to prepay and permanently reduce the Commitments under all Class A-1 Senior Notes of all Series on a pro rata basis based on their respective Commitment Amounts; and then (d), to make an allocation to the Senior Subordinated Notes Principal Payments Account, in the amount necessary to prepay all other Classes of Notes sequentially in alphabetical order on a pro rata basis based on principal outstanding across the Classes of all Series with the same alphabetical designation.

(c)                 Debt Service . The definition of “Debt Service” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Debt Service ” means, with respect to any Payment Date, the sum of (a) the aggregate amount of commitment fees and letter of credit fees with respect to any Class A-1 Senior Notes and accrued interest on each Series of Senior Notes and Senior Subordinated Notes Outstanding due and payable on such Payment Date (other than any interest or fees included in the definitions of “Senior Notes Monthly Post-ARD Contingent Interest,” “Senior Subordinated Notes Monthly Post-ARD

Contingent Interest,” “Class A-1 Senior Notes Administrative Expenses” or “Class A-1 Senior Notes Other Amounts”) plus (b) with respect to any Class of Senior Notes and Senior Subordinated Notes Outstanding, the aggregate amount of Scheduled Principal Payments that would be due and payable on such Payment Date after giving effect to any optional prepayment of principal of the Notes or any repurchase and cancellation of any Notes, but without giving effect to any reductions available due to satisfaction of any Series Non-Amortization Test on such Payment Date ; provided that solely in calculating the Debt Service Coverage Ratio to determine whether a Manager Termination Event or an Event of Default has occurred, clause (b) will not apply.

(d)                Holdco Leverage Ratio . The definition of “Holdco Leverage Ratio” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Holdco Leverage Ratio ” means as of the date of the incurrence of any Indebtedness by Holdco or any direct or indirect subsidiary of Holdco, the ratio of (a) (i) Indebtedness of the Holdco Consolidated Entities at such time, giving effect to the incurrence of Indebtedness (provided that, with respect to each Series of Class A-1 Senior Notes Outstanding, the aggregate principal amount of each such Series of Notes will be deemed to be the Class A-1 Senior Notes Maximum Principal Amount for each such Series (after giving effect to any cancelled commitments)) less (ii) the sum of (w) the cash and Permitted Investments of the Securitization Entities credited to the Senior Notes Interest Reserve Account, the Senior Subordinated Notes Interest Reserve Account and the Cash Trap Reserve Account as of the end of the most recently ended Monthly Collection Period, (x) the cash and Permitted Investments of the Securitization Entities credited to the Concentration Account as of the end of the most recently ended Monthly Collection Period that, pursuant to a Monthly Manager’s Certificate delivered on or prior to such date, will be paid to the Manager or constitute the Residual Amount on the next succeeding Interim Allocation Date, (y) the Unrestricted Cash and Permitted Investments of the Non-Securitization Entities as of the end of the most recently ended Monthly Collection Period and (z) the available amount of each Interest Reserve Letter of Credit as of the end of the most recently ended Monthly Collection Period to (b) Historical Consolidated EBITDA of the Holdco Consolidated Entities at such time, giving effect to any additional assets to be purchased with the proceeds of such Indebtedness; provided that, for purposes of calculating the Holdco Leverage Ratio, all leases that would otherwise constitute Attributable Indebtedness shall be excluded from the Indebtedness of Holdco and its consolidated Subsidiaries (including the Co-Issuers) and provided, further, that any amounts that are considered Indebtedness due solely to a change in accounting rules that takes effect subsequent to the Series 201 1 6 -1 Closing Date, but that was not considered Indebtedness prior to such date, will not be included in clause (a) above.

(e)                 Rapid Amortization Period . The definition of “Rapid Amortization Period Ratio” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“Rapid Amortization Period” means the period commencing on the date on which a Rapid Amortization Event occurs and ending on the earlier earliest to occur of the waiver of the occurrence of such Rapid Amortization Event in accordance with Section 9.7 of the Base Indenture, a termination thereof in accordance with Section 9.1 of the Base Indenture, and the date on which there are no Notes Outstanding.

(f)                 Real Estate Asset Disposition Threshold . The definition of “Real Estate Asset Disposition Threshold” in the Base Indenture Definitions List is hereby amended by deleting the stricken text and inserting the double underlined text in the following paragraph:

“ Real Estate Asset Disposition Threshold ” means, with respect to any fiscal year of the Co-Issuers, $ 5,000,000 20,000,000 .

(g)                Scheduled Principal Payments . The definition of “Scheduled Principal Payments” in the Base Indenture Definitions List is hereby amended by inserting the double underlined text in the following paragraph:

“ Scheduled Principal Payments ” means, with respect to any Series or any Class of any Series of Notes, any payments scheduled to be made pursuant to the applicable Series Supplement that reduce the amount of principal Outstanding with respect to such Series or Class on a periodic basis that are identified as “Scheduled Principal Payments” in the applicable Series Supplement; provided , that no Scheduled Principal Payments shall be made with respect to any Series of Notes subsequent to the occurrence and during the continuance of any Rapid Amortization Event set forth in clause (e) of Section 9.1 of the Base Indenture.

(h)                Senior ABS Leverage Ratio . The definition of “Senior ABS Leverage Ratio” in the Base Indenture Definitions List is hereby amended by deleting the stricken text and inserting the double underlined text in the following paragraph:

“ Senior ABS Leverage Ratio ” means, as of the date of the issuance of any Series of Notes, the ratio of (i) (a) the aggregate principal amount of each Series of Senior Notes Outstanding giving effect to such issuance ( provided that, with respect to each Series of Class A-1 Senior Notes Outstanding, the aggregate principal amount of each such Series of Senior Notes will be deemed to be the Class A-1 Senior Notes Maximum Principal Amount for each such Series (after giving effect to any cancelled commitments)) less (b) the sum of (x) the cash and Permitted Investments of the Securitization Entities credited to the Senior Notes Interest Reserve Account and the Cash Trap Reserve Account as of the end of the most recently ended Monthly Collection Period, and (y) the available amount of the Interest Reserve Letter of Credit with respect to the Senior Notes as of the end of the most recently ended Monthly Collection Period to (ii) Historical Consolidated EBITDA Net Cash Flow for the 12 immediately preceding Monthly Collection Periods (excluding any Retained Collections Contributions) as of such date, giving effect to any additional assets to be purchased with the proceeds of such issuance .

(i)                  Series Non-Amortization Test . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Series Non-Amortization Test” in accordance with alphabetical order.

“ Series Non-Amortization Test ” has the meaning specified in the applicable Series Supplement or, if not specified therein, means a test that will be satisfied on any Payment Date if (i) the level of the Holdco Leverage Ratio (calculated without giving effect to undrawn commitments under any Variable Funding Note Purchase Agreement) is less than or equal to 4.5x as of the Accounting Date preceding such Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing as of the Accounting Date preceding such Payment Date.

(j)                  Unrestricted Cash . The Base Indenture Definitions List is hereby amended by inserting the following definition of “Unrestricted Cash” in accordance with alphabetical order.

“ Unrestricted Cash ” means as of any date, unrestricted cash and Permitted Investments owned by the Non-Securitization Entities that are not, and are not presently required under the terms of any agreement or other arrangement binding any Non-Securitization Entity on such date to be, (a) pledged to or held in one or more accounts under the control of one or more creditors of any Non-Securitization Entity or (b) otherwise segregated from the general assets of the Non-Securitization Entities, in one or more special accounts or otherwise, for the purpose of securing or providing a source of payment for Indebtedness or other obligations that are or from time to time may be owed to one or more creditors of the Non-Securitization Entities. It is agreed that cash and Permitted Investments held in ordinary deposit or security accounts and not subject to any existing or contingent restrictions on transfer by any Non-Securitization Entity will not be excluded from Unrestricted Cash by reason of setoff rights or other Liens created by law or by applicable account agreements in favor of the depositary institutions or security intermediaries.

Section 2.2             Notes Issuable in Series (Section 2.2 of the Base Indenture) .

Subsection 2.2(b)(vi) of the Base Indenture is hereby amended by deleting sub-paragraph 2.2(b)(vi)(I) in its entirely and re-numbering the sub-paragraphs in Section 2.2(b)(vi) thereafter.

Section 2.3             Payment Date Applications (Section 5.14 of the Base Indenture) .

Section 5.14 of the Base Indenture is hereby amended by inserting the following paragraph as Section 5.14(q)(v) and re-numbering sub-paragraphs in Section 5.14(q) thereafter.

(v) If the Master Issuer and SRI Real Estate Holdco determine in their discretion to apply funds in the Cash Trap Reserve Account to make optional prepayments of principal of Senior Notes and/or Senior Subordinated Notes, which optional payments shall be made in accordance with the CTOP Payment Priority, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such written instructions, withdraw funds on deposit in the Cash Trap Reserve Account in the amount instructed by the Master Issuer and SRI Real Estate Holdco and deposit such funds into the Senior Notes Principal Payments Account and/or the Subordinated Notes Principal Payment Account, as applicable, and thereafter shall, in accordance with the written instructions of the Master Issuer and SRI Real Estate Holdco, withdraw funds from the Senior Notes Principal Payments Account and/or the

Subordinated Notes Principal Payments Account, as applicable, and deposit such funds into the applicable Series Distribution Accounts; provided that any such optional prepayments will be accompanied by the payment of any Prepayment Premiums related thereto, to the extent such Prepayment Premiums are otherwise payable in connection with the optional prepayment of such Notes in accordance with the applicable Series Supplement; and provided further , that any amounts remaining on deposit in the Cash Trap Reserve Account after such optional prepayments will remain deposited therein until the Payment Date following the Payment Date on which the Cash Trapping Period is no longer in effect, unless otherwise provided in this Section 5.14 .

Section 2.4             Rapid Amortization Events (Section 9.1 of the Base Indenture) .

(a)                 Section 9.1(e) of the Base Indenture is hereby amended by deleting the stricken text and inserting the double underlined text in the following clause:

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

a “ Rapid Amortization Event ” shall be deemed to have occurred, as and when declared by the Control Party (as directed by the Controlling Class Representative) by written notice to the Trustee and the Co-Issuers but without the giving of further notice or any other action on the part of the Trustee or any Noteholder; provided , however , that upon the occurrence of the event set forth in clause (e) above, a Rapid Amortization Event shall automatically occur without any declaration thereof by the Control Party (at the direction of the Controlling Class Representative) unless the Control Party (at the direction of the Controlling Class Representative) and each affected Noteholder has agreed to waive such event in accordance with Section 13.2; and provided, further, that if a Rapid Amortization Event occurs pursuant to clause (e) above and (i) the Monthly DSCR as of the applicable Series Anticipated Repayment Date is greater than 2.0x and (ii) the applicable Series of Notes (or Class or Subclass thereof) is repaid or refinanced within one calendar year of such Series Anticipated Repayment Date; then such Rapid Amortization Event shall no longer be in effect and the Rapid Amortization Period relating to such Rapid Amortization Event shall end . For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event, except that no Scheduled Principal Payments with respect to any Series of Notes shall be due and payable subsequent to the occurrence and during the continuance of a Rapid Amortization Event set forth in clause (e) above.

Section 2.5             Events of Default (Section 9.2 of the Base Indenture) .

(a)                 Sections 9.2(a), 9.2(b), 9.2(c), 9.2(h), 9.2(i) and 9.2(k) of the Base Indenture are hereby amended by deleting the stricken text and inserting the double underlined text in the following paragraph:

(a) any Co-Issuer defaults in the payment of interest on, or other amount payable (other than amounts referred to in clause (b) below) in respect of, any Series of Notes Outstanding when the same becomes due and payable (in each case without giving effect to payments of any interest on, or other amount payable in respect of, any Series of Notes made by any financial guarantor that has insured or guaranteed payment of interest on, or other amounts payable in respect of, such Series of Notes) and such default continues for two Business Days; provided that if the failure to pay such interest or other amount when the same becomes due and payable resulted solely from an administrative error or omission by the Trustee, such default continues for a period of two Business Days after the Trustee receives written notice or an Authorized Officer of the Trustee has Actual Knowledge of such administrative error or omission); and provided that the failure to pay any Prepayment Premium on any prepayment of principal made during any Rapid Amortization Period occurring prior to the related Series Anticipated Repayment Date will not be an Event of Default; and provided, further, that failure to pay any contingent interest on any Series of Notes in excess of amounts available therefor in accordance with the Priority of Payments will not be an Event of Default, including any such failure on the Series Legal Final Maturity Date for such Series of Notes;

(b) any Co-Issuer defaults in the payment of any principal of any Series of Notes Outstanding or any other Obligation when the same becomes due and payable (whether on any Series Legal Final Maturity Date, any redemption date, any prepayment date or any maturity date or otherwise with respect to such Series and without giving effect to payments of any principal of any Series of Notes made by any financial guarantor that has insured or guaranteed payment of principal of such Series of Notes); provided that if the failure to pay such principal when due resulted solely from an administrative error or omission by the Trustee, such default continues for a period of two Business Days after the Trustee receives written notice or an Authorized Officer of the Trustee has Actual Knowledge of such administrative error or omission;

(c) (i) except as otherwise provided in this clause (c), any Securitization Entity fails to comply with any of its other agreements or covenants in, or other provisions of, the Indenture or any other Related Document (other than with respect to any provision of the Charter Documents covered by clause (h) below) to which it is a party and the failure continues unremedied for a period of thirty (30) days or (ii) solely with respect to a failure to comply with (1) any obligation to deliver a notice, report or other communication within the specified time frame set forth in the applicable Related Document, such failure continues for a period of five Business Days after the specified time frame for delivery has elapsed or (2) Sections 8.7, 8.12, 8.13, 8.14, 8.15, 8.17, 8.18, 8.19, 8.20, 8.21, 8.22, 8.23, 8.24 (excluding 8.24(a)(viii), 8.25, 8.26 and 8.27, such failure continues for a period of ten Business Days, in each case, after the earlier of ( i x )

the date on which any Securitization Entity obtains knowledge thereof or ( ii y ) the date on which written notice of such failure, requiring the same to be remedied, is given to any Securitization Entity by the Trustee or to each Securitization Entity and the Trustee by the Control Party (at the direction of the Controlling Class Representative);

(h) any Securitization Entity fails to comply in any material respect with any of the provisions of Section 5(c), 7, 8, 9(a), 9(h), 9(j), 10, 16, 19(e), 20, 21, 22, 23, 24 or 29 of the Master Issuer Operating Agreement or the comparable provisions of any other Securitization Entity’s Charter Documents and such failure continues for a period of five (5) Business Days, or solely with respect to a failure to comply with Section 9(j) (excluding 9(j)(ii) and (iii)) of the Master Issuer Operating Agreement or the comparable provision of any other Securitization Entity’s Charter Documents, which failure is reasonably likely to cause a court of competent jurisdiction to disregard the separate existence of such Securitization Entity relative to any Person other than another Securitization Entity, such failure continues for more than thirty (30) days, in each case after (i) the date on which any Securitization Entity obtains knowledge thereof or (ii) the date on which written notice of such failure is given to any Securitization Entity by the Trustee or to each Securitization Entity and the Trustee by the Control Party (at the direction of the Controlling Class Representative);

(i) the transfer of any material portion of the property contributed pursuant to the Initial Contribution Agreements fails to constitute a valid transfer of ownership of such property and the Proceeds thereof ; (other than any such property that, in the Control Party’s determination, is immaterial, or that has been disposed of to the extent permitted or required under the Related Documents) ; provided , however , that no Event of Default will occur pursuant to this clause (i) if, with respect to any such property deemed not have been validly transferred, SISI has made an Indemnification Payment to the Master Issuer pursuant to Section 7.1 of the SIS Contribution Agreement with respect to such property or SRI has made an Indemnification Payment to SRI Real Estate Holdco or the SRI Real Estate Assets Holder pursuant to Section 7.1 of the Applicable SRI Contribution Agreement with respect to such property, as applicable;

(k) the Trustee ceases to have for any reason a valid and perfected first priority security interest in the Collateral to the extent required by the Related Documents or any Sonic Entity or any Affiliate thereof so asserts in writing (excluding any Collateral with an aggregate fair value of less than $10,000,000 and any Collateral in which perfection cannot be achieved under the UCC or other applicable law) ;

ARTICLE III
Effective date; implementation date

The provisions of this Third Supplement shall be effective upon execution and delivery of this instrument by the parties hereto, with the consent of the Control Party and the delivery of the Opinion of Counsel and Officer’s Certificate described in Section 13.3 of the Base Indenture. Notwithstanding the foregoing sentence, Article II of this Third Supplement shall become operative only upon the payment in full of the Outstanding Principal Amount of the Series 2013-1 Class A-2 Notes (as defined in the Series 2013-1 Supplement, dated as of July 18, 2013).

Except as expressly set forth or contemplated in this Third Supplement, the terms and conditions of the Base Indenture shall remain in place and not be altered, amended or changed in any manner whatsoever, except by any further amendment to the Base Indenture made in accordance with the terms of the Base Indenture, as amended by this Third Supplement.

ARTICLE IV
GENERAL

Section 4.1             Binding Effect . This Third Supplement shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto, each Noteholder and each other Secured Party.

Section 4.2             Counterparts . The parties to this Third Supplement may sign any number of copies of this Third Supplement. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 4.3             Severability . In case any provision in this Third Supplement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Third Supplement shall not in any way be affected or impaired thereby.

Section 4.4             Governing Law . THIS THIRD SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 4.5             Amendments . This Third Supplement may not be modified or amended except in accordance with the terms of the Base Indenture.

Section 4.6             Matters relating to the Trustee . The Trustee makes no representations or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the Co-Issuers, or the validity or sufficiency of this Third Supplement and the Trustee shall not be accountable or responsible for or with respect to nor shall the Trustee have any responsibility for provisions thereof. In entering into this Third Supplement, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Each party hereto represents and warrants to each other party hereto that this Third Supplement has been duly and validly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms.

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

[Signature Page to Third Supplement]

[Signature Page to Third Supplement]

[Signature Page to Third Supplement]

Springing Amendments

CONSENT OF CONTROL PARTY AND
CONTROLLING CLASS REPRESENTATIVE:

In accordance with Section 2.4 of the Servicing Agreement, Midland Loan Services, a division of PNC Bank, National Association, as Control Party and in its capacity as Control Party to exercise the rights of the Controlling Class Representative (pursuant to Section 11.1(d) of the Base Indenture), hereby consents to the execution and delivery by the Co-Issuers and the Trustee of this Third Supplement to the Base Indenture.

MIDLAND LOAN SERVICES,

A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

[Signature Page to Third Supplement]

Exhibit 99.4

EXECUTION VERSION

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC
and
SRI REAL ESTATE PROPERTIES LLC,
each as Co-Issuer

and

CITIBANK, N.A.,
as Trustee and Series 2016-1 Securities Intermediary

SERIES 2016-1 SUPPLEMENT

Dated as of May 17, 2016
to
BASE INDENTURE
Dated as of May 20, 2011

$150,000,000 Series 2016-1 Variable Funding Senior Secured Notes, Class A-1

$425,000,000 Series 2016-1 4.472% Fixed Rate Senior Secured Notes, Class A-2

TABLE OF CONTENTS

ANNEXES

EXHIBITS

SERIES 2016-1 SUPPLEMENT, dated as of May 17, 2016 (this “ Series Supplement ”), by and among SONIC CAPITAL LLC, a Delaware limited liability company (the “ Master Issuer ”), SONIC INDUSTRIES LLC, a Delaware limited liability company (the “ Franchise Assets Holder ”), AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a Kansas limited liability company (the “ IP Holder ”), AMERICA’S DRIVE-IN RESTAURANTS LLC, a Delaware limited liability company (“ ADR ”), SRI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“ SRI Real Estate Holdco ”), SRI REAL ESTATE PROPERTIES LLC, a Delaware limited liability company (“ SRI Real Estate Assets Holder ” and, together with the Master Issuer, the Franchise Assets Holder, the IP Holder, ADR and SRI Real Estate Holdco, collectively, the “ Co-Issuers ” and each, a “ Co-Issuer” ), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “ Trustee” ) and as Series 2016-1 Securities Intermediary, to the Base Indenture, dated as of May 20, 2011, by and among the Co-Issuers and CITIBANK, N.A., as Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “ Base Indenture ”).

PRELIMINARY STATEMENT

WHEREAS, Sections 2.2 and 13.1 of the Base Indenture provide, among other things, that the Co-Issuers and the Trustee may at any time and from time to time enter into a Series Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes (as defined in Annex A of the Base Indenture) upon satisfaction of the conditions set forth therein; and

WHEREAS, all such conditions have been met for the issuance of the Series of Notes authorized hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as “Series 2016-1 Notes.” On the Series 2016-1 Closing Date, the following classes and subclasses of Notes of such Series shall be issued: (a) $150,000,000 Series 2016-1 Variable Funding Senior Secured Notes, Class A-1 (as referred to herein, the “ Series 2016-1 Class A-1 Notes ”), which shall be issued in three Subclasses consisting of (i) the Series 2016-1 Class A-1 Advance Notes (as referred to herein, the “ Series 2016-1 Class A-1 Advance Notes ”), (ii) the Series 2016-1 Class A-1 Swingline Notes (as referred to herein, the “ Series 2016-1 Class A-1 Swingline Notes ”) and (iii) the Series 2016-1 Class A-1 L/C Notes (as referred to herein, the “ Series 2016-1 Class A-1 L/C Notes” ), and (b) $425,000,000 Series 2016-1 4.472% Fixed Rate Senior Secured Notes, Class A-2 (as referred to herein, the “ Series 2016-1 Class A-2 Notes ”). For purposes of the Indenture, the Series 2016-1 Class A-1 Notes and the Series 2016-1 Class A-2 Notes shall be deemed to be “Senior Notes.”

ARTICLE I

DEFINITIONS

All capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2016-1 Supplemental Definitions List attached hereto as Annex A (the “ Series 2016-1 Supplemental Definitions List ”) as such Series 2016-1 Supplemental Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. All capitalized terms not otherwise defined therein shall have the meanings assigned thereto in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as such Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Base Indenture. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this Series Supplement (as indicated herein). Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2016-1 Notes and not to any other Series of Notes issued by the Co-Issuers.

ARTICLE II

INITIAL ISSUANCE, INCREASES AND DECREASES OF
SERIES 2016-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT

Section 2.1      Procedures for Issuing and Increasing the Series 2016-1 Class A-1 Outstanding Principal Amount .

(a)     Subject to satisfaction of the conditions precedent to the making of Advances set forth in the Series 2016-1 Class A-1 Note Purchase Agreement, (i) on the Series 2016-1 Closing Date, the Master Issuer may cause the Series 2016-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing, at par and in accordance with Section 2.02(a) of the Series 2016-1 Class A-1 Note Purchase Agreement, the initial principal amounts of the Series 2016-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Advances made on the Series 2016-1 Closing Date (the “ Series 2016-1 Class A-1 Initial Advance ”) and (ii) on any Business Day during the Commitment Term that does not occur during a Cash Trapping Period, the Co-Issuers may increase the Series 2016-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “ Increase ”), by drawing, at par and in accordance with Section 2.02(a) of the Series 2016-1 Class A-1 Note Purchase Agreement, additional principal amounts on the Series 2016-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Advances made on such Business Day; provided that at no time may the Series 2016-1 Class A-1 Outstanding Principal Amount exceed the Series 2016-1 Class A-1 Maximum Principal Amount. The Series 2016-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 2016-1 Class A-1 Note Purchase Agreement and shall be allocated among the Series 2016-1 Class A-1 Noteholders (other than the Series 2016-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the 2016-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Co-Issuers in the applicable Advance Request or as

otherwise set forth in the Series 2016-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Co-Issuers or the Administrative Agent of the 2016-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 2016-1 Class A-1 Initial Advance or such Increase, as applicable.

(b)     Subject to satisfaction of the applicable conditions precedent set forth in the Series 2016-1 Class A-1 Note Purchase Agreement, on the Series 2016-1 Closing Date, the Co-Issuers may cause (i) the Series 2016-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2016-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Swingline Loans made on the Series 2016-1 Closing Date pursuant to Section 2.06 of the Series 2016-1 Class A-1 Note Purchase Agreement (the “ Series 2016-1 Class A-1 Initial Swingline Loan ”) and (ii) the Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2016-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2016-1 Closing Date pursuant to Section 2.07 of the Series 2016-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2016-1 Class A-1 Outstanding Principal Amount exceed the Series 2016-1 Class A-1 Maximum Principal Amount. The procedures relating to increases in the Series 2016-1 Class A-1 Outstanding Subfacility Amount (each such increase referred to as a “ Subfacility Increase ”) through borrowings of Swingline Loans and issuance or incurrence of L/C Obligations are set forth in the Series 2016-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Co-Issuers or the Administrative Agent of the issuance of the 2016-1 Class A-1 Initial Swingline Principal Amount and the Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.

Section 2.2      Procedures for Decreasing the Series 2016-1 Class A-1 Outstanding Principal Amount .

(a)      Mandatory Decrease . Whenever a Series 2016-1 Class A-1 Excess Principal Event shall have occurred, then, on or before the second Business Day immediately following the date on which the Manager or any Co-Issuer obtains knowledge of such Series 2016-1 Class A-1 Excess Principal Event the Co-Issuers shall deposit in the Series 2016-1 Class A-1 Distribution Account the amount of funds referred to in the next sentence and shall direct the Trustee in writing to distribute such funds in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement. Such written direction of the Co-Issuers shall include a report that will provide for the distribution of (i) funds sufficient to decrease the Series 2016-1 Class A-1 Outstanding Principal Amount by the lesser of (x) the amount necessary so that, after giving effect to such decrease of the Series 2016-1 Class A-1 Outstanding Principal Amount on such date, no such Series 2016-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would decrease the Series 2016-1 Class A-1 Outstanding Principal Amount to zero (each decrease of the Series 2016-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a) , or any other required payment of principal in respect of the Series 2016-1 Class A-1 Notes pursuant to Section 3.6 of this Series Supplement, a “ Mandatory Decrease ”) plus (ii) any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series

2016-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease shall be allocated among the Series 2016-1 Class A-1 Noteholders in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement. Upon obtaining knowledge of such a Series 2016-1 Class A-1 Excess Principal Event, the Co-Issuers promptly, but in any event within two (2) Business Days, shall deliver written notice (by facsimile or email, with original to follow by mail) of the need for any such Mandatory Decreases to the Trustee and the Administrative Agent. In connection with any Mandatory Decrease, the Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).

(b)      Voluntary Decrease . On any Business Day, upon at least three (3) Business Days’ prior written notice to each Investor, the Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 2016-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2016-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b) , a “ Voluntary Decrease ”) by depositing in the Series 2016-1 Class A-1 Distribution Account on the Business Day preceding the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 2016-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2016-1 Class A-1 Note Purchase Agreement). Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2016-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).

(c)     Upon distribution to the Series 2016-1 Class A-1 Noteholders of principal of the Series 2016-1 Class A-1 Advance Notes in connection with each Decrease, the Trustee shall indicate in its books and records such Decrease.

(d)     The Series 2016-1 Class A-1 Note Purchase Agreement sets forth additional procedures relating to decreases in the Series 2016-1 Class A-1 Outstanding Subfacility Amount (each such decrease, together with any Voluntary Decrease or Mandatory Decrease allocated to the Series 2016-1 Class A-1 Subfacility Noteholders, referred to as a “ Subfacility Decrease ”) through (i) borrowings of Advances to repay Swingline Loans and L/C Obligations or (ii) optional prepayments of Swingline Loans on same day notice. Upon receipt of written notice from the Co-Issuers or the Administrative Agent of any Subfacility Decrease, the Trustee shall indicate in its books and records the amount of such Subfacility Decrease.

ARTICLE III

SERIES 2016-1 ALLOCATIONS; PAYMENTS

With respect to the Series 2016-1 Notes only, the following shall apply:

Section 3.1      Allocations with Respect to the Series 2016-1 Notes . On the Series 2016-1 Closing Date, the net proceeds from the sale of the Series 2016-1 Notes will be paid to, or at the direction of, the Co-Issuers.

Section 3.2      Application of Interim Collections on Interim Allocation Dates to the Series 2016-1 Notes; Payment Date Applications . On each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2016-1 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments, including the following:

(a)      Series 2016-1 Notes Monthly Interest . On each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account the Series 2016-1 Class A-1 Monthly Interest and the Series 2016-1 Class A-2 Monthly Interest, in each case, deemed to be “Senior Notes Monthly Interest” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(b)      Series 2016-1 Class A-1 Monthly Commitment Fees . On each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account the Series 2016-1 Class A-1 Monthly Commitment Fees deemed to be “Class A-1 Senior Notes Monthly Commitment Fees” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(c)      Series 2016-1 Class A-1 Administrative Expenses . On each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to pay to the Administrative Agent from the Collection Account the Series 2016-1 Class A-1 Administrative Expenses deemed to be “Class A-1 Senior Notes Administrative Expenses” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(d)      Series 2016-1 Interest Reserve Amount .

(i)     The Co-Issuers shall maintain an amount on deposit in the Senior Notes Interest Reserve Account with respect to the Series 2016-1 Notes equal to the Series 2016-1 Interest Reserve Amount.

(ii)     If on any Interim Allocation Date there is a Series 2016-1 Interest Reserve Account Deficiency, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to deposit into the Senior Notes Interest Reserve Account an amount equal to the Series 2016-1 Interest Reserve Account Deficit

Amount pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(iii)     On each Accounting Date preceding the first Payment Date following a Series 2016-1 Interest Reserve Release Event or on which a Series 2016-1 Interest Reserve Release Event occurs, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to withdraw the Series 2016-1 Interest Reserve Release Amount, if any, from the Senior Notes Interest Reserve Account and/or draw on the applicable Interest Reserve Letter of Credit and deposit such amounts into the Collection Account in accordance with Section 5.14(q) of the Base Indenture.

(e)      Series 2016-1 Notes Rapid Amortization Principal Amounts . If any Interim Allocation Date occurs during a Rapid Amortization Period, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account for payment of principal on the Series 2016-1 Notes the amounts contemplated by the Priority of Payments for such principal.

(f)      Series 2016-1 Class A-2 Scheduled Principal Payments . On each Interim Allocation Date (other than subsequent to the occurrence and during the continuance of a Rapid Amortization Event as set forth in clause (e) of Section 9.1 of the Base Indenture), the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account the Series 2016-1 Class A-2 Scheduled Principal Payments deemed to be “Senior Notes Scheduled Principal Payments” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments and in accordance with Section 5.14 of the Base Indenture; provided , that beginning with the Payment Date occurring in January 2017, a Series 2016-1 Class A-2 Scheduled Principal Payment will be due and payable on any Payment Date only if the Series Non-Amortization Test is not met with respect to such Payment Date and the immediately preceding Payment Date; and provided , further , that even if the Series Non-Amortization Test is met with respect to such date, the Master Issuer and SRI Real Estate Holdco may, at their option, prior to the Series 2016-1 Anticipated Repayment Date, pay all or part of such Series 2016-1 Class A-2 Scheduled Principal Payments on any Payment Date.

(g)      Series 2016-1 Class A-2 Scheduled Principal Payments Deficiency Amount . On each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account the portion of the Senior Notes Scheduled Principal Payments Deficiency Amount attributable to the Series 2016-1 Class A-2 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(h)      Series 2016-1 Class A-1 Other Amounts . On each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account the Series 2016-1 Class A-1 Other Amounts deemed to be “Class A-1 Senior Notes Other Amounts” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(i)      Series 2016-1 Notes Monthly Post-ARD Contingent Interest . On each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account the Series 2016-1 Class A-1 Monthly Post-ARD Contingent Interest and the Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest deemed to be “Senior Notes Monthly Post-ARD Contingent Interest” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(j)      Series 2016-1 Class A-2 Make-Whole Prepayment Premium . On each Interim Allocation Date, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to allocate from the Collection Account the Series 2016-1 Class A-2 Make-Whole Prepayment Premium deemed to be “unpaid premiums and make-whole prepayment premiums” pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

(k)      Application Instructions . The Control Party is hereby authorized (but shall not be obligated) to deliver any instruction contemplated in this Section 3.2 that is not timely delivered by or on behalf of any Co-Issuer.

Section 3.3      Certain Distributions from the Series 2016-1 Distribution Accounts .

(a)     On each Payment Date, based solely upon the most recent Monthly Manager’s Certificate, Company Order or otherwise, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, remit (i) to the Series 2016-1 Class A-1 Noteholders, from the Series 2016-1 Class A-1 Distribution Account, the amounts withdrawn from the Senior Notes Interest Account, Class A-1 Senior Notes Commitment Fees Account and Senior Notes Principal Payments Account, pursuant to Section 5.14(a) , (c) , (d) , (f) or (m) , as applicable, of the Base Indenture, and deposited in the Series 2016-1 Class A-1 Distribution Account for the payment of interest and fees and, to the extent applicable, principal on such Payment Date and (ii) to the Series 2016-1 Class A-2 Noteholders, from the Series 2016-1 Class A-2 Distribution Account, the amounts withdrawn from the Senior Notes Interest Account and Senior Notes Principal Payments Account, as applicable, pursuant to Section 5.14(a), (c) , (f) or (m) , as applicable, of the Base Indenture, and deposited in the Series 2016-1 Class A-2 Distribution Account for the payment of interest and, to the extent applicable, principal on such Payment Date.

Section 3.4      Series 2016-1 Class A-1 Interest and Certain Fees .

(a)      Series 2016-1 Class A-1 Note Rate and L/C Fees . From and after the Series 2016-1 Closing Date, the applicable portions of the Series 2016-1 Class A-1 Outstanding Principal Amount will accrue (i) interest at the Series 2016-1 Class A-1 Note Rate and (ii) Series 2016-1 Class A-1 L/C Fees at the applicable rates provided therefor in the Series 2016-1 Class A-1 Note Purchase Agreement. Such accrued interest and fees will be due and payable in arrears on each Payment Date, from amounts that are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, commencing on June 20, 2016; provided that in any event all accrued but unpaid interest and fees shall be paid in full on the Series 2016-1 Legal Final Maturity Date, on any Series 2016-1 Prepayment Date with respect

to a prepayment in full of the Series 2016-1 Class A-1 Notes, on any day when the Commitments are terminated in full or on any other day on which all of the Series 2016-1 Class A-1 Outstanding Principal Amount is required to be paid in full. To the extent any such amount is not paid when due, such unpaid amount will accrue interest at the Series 2016-1 Class A-1 Note Rate.

(b)      Undrawn Commitment Fees . From and after the Series 2016-1 Closing Date, Undrawn Commitment Fees will accrue as provided in the Series 2016-1 Class A-1 Note Purchase Agreement. Such accrued fees will be due and payable in arrears on each Payment Date, from amounts that are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, commencing on June 20, 2016. To the extent any such amount is not paid when due, such unpaid amount will accrue interest at the Series 2016-1 Class A-1 Note Rate.

(c)      Series 2016-1 Class A-1 Monthly Post-ARD Contingent Interest . From and after the Series 2016-1 Class A-1 Senior Notes Renewal Date, if the Series 2016-1 Final Payment has not been made, contingent interest will accrue on the Series 2016-1 Class A-1 Outstanding Principal Amount at an annual rate equal to the greater of (A) 5% per annum and (B) a per annum rate equal to the excess, if any, by which the sum of (1) the yield to maturity (adjusted to a “mortgage equivalent basis” for a monthly-pay security pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the Series 2016-1 Anticipated Repayment Date of the United States Treasury Security having a term closest to 10 years plus (2) 5% plus (3) 3.15% exceeds the Series 2016-1 Class A-2 Note Rate (the “ Series 2016-1 Class A-1 Monthly Post-ARD Contingent Rate ”) in addition to the regular interest that will continue to accrue at the Series 2016-1 Class A-1 Note Rate. All computations of Series 2016-1 Class A-1 Monthly Post-ARD Contingent Interest shall be made on the basis of a year of 360 days and twelve 30-day months. Any Series 2016-1 Class A-1 Monthly Post-ARD Contingent Interest will be due and payable on any applicable Payment Date, as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so made available, and failure to pay any Series 2016-1 Class A-1 Monthly Post-ARD Contingent Interest (including on the Series 2016-1 Legal Final Maturity Date) in excess of such amounts will not be an Event of Default and interest will not accrue on any unpaid portion thereof.

(d)      Series 2016-1 Class A-1 Initial Interest Period . The initial Interest Period for the Series 2016-1 Class A-1 Notes shall commence on the Series 2016-1 Closing Date and end on (but exclude) June 13, 2016.

Section 3.5      Series 2016-1 Class A-2 Interest .

(a)      Series 2016-1 Class A-2 Note Rate . From the Series 2016-1 Closing Date until the Series 2016-1 Class A-2 Outstanding Principal Amount has been paid in full, the Outstanding Principal Amount of the Series 2016-1 Class A-2 Notes (after giving effect to all payments of principal made to Noteholders as of the first day of such Interest Period and also giving effect to repurchases and cancellations of any Series 2016-1 Class A-2 Notes during such

Interest Period) will accrue interest at the Series 2016-1 Class A-2 Note Rate for such Interest Period. Such accrued interest will be due and payable in arrears on each Payment Date, from amounts that are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, commencing on June 20, 2016; provided that in any event all accrued but unpaid interest shall be due and payable in full on the Series 2016-1 Legal Final Maturity Date, on any Series 2016-1 Prepayment Date with respect to a prepayment in full of the Series 2016-1 Class A-2 Notes or on any other day on which all of the Series 2016-1 Class A-2 Outstanding Principal Amount is required to be paid in full. To the extent any interest accruing at the Series 2016-1 Class A-2 Note Rate is not paid when due, such unpaid interest will accrue interest at the Series 2016-1 Class A-2 Note Rate. All computations of interest at the Series 2016-1 Class A-2 Note Rate shall be made on the basis of a year of 360 days of twelve 30-day months.

(b)      Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest .

(i)      Monthly Post-ARD Contingent Interest . From and after the Series 2016-1 Anticipated Repayment Date, if the Series 2016-1 Final Payment has not been made, then contingent interest will accrue on the Series 2016-1 Class A-2 Outstanding Principal Amount at an annual interest rate (the “ Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest Rate ”) equal to the greater of (A) 5% per annum and (B) a per annum rate equal to the excess, if any, by which (i) the sum of (1) the yield to maturity (adjusted to a “mortgage equivalent basis” for a monthly-pay security pursuant to the standards and practices of the Securities Industry and Financial Markets Association), on the Series 2016-1 Anticipated Repayment Date of the United States Treasury Security having a term closest to 10 years plus (2) 5% plus (3) 3.15% exceeds (ii) the Series 2016-1 Class A-2 Note Rate (such contingent interest, the “ Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest ”). All computations of Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest shall be made on the basis of a year of 360 days and twelve 30-day months.

(ii)      Payment of Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest . Any Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest will be due and payable on any applicable Payment Date only as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so available. The failure to pay any Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest on any Payment Date (including the Series 2016-1 Legal Final Maturity Date) in excess of amounts available therefor in accordance with the Priority of Payments will not be an Event of Default and interest will not accrue on any unpaid portion thereof.

(c)      Series 2016-1 Class A-2 Initial Interest Period . The initial Interest Period for the Series 2016-1 Class A-2 Notes shall commence on the Series 2016-1 Closing Date and end on (but exclude) June 20,, 2016.

Section 3.6      Payment of 2016-1 Note Principal .

(a)      Series 2016-1 Notes Principal Payment at Legal Maturity . The Series 2016-1 Outstanding Principal Amount shall be due and payable on the Series 2016-1 Legal Final Maturity Date. The Series 2016-1 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 3.6 and, in respect of the Series 2016-1 Class A-1 Outstanding Principal Amount, Section 2.2 of this Series Supplement.

(b)      Series 2016-1 Anticipated Repayment . The Series 2016-1 Final Payment is anticipated to occur (i) with respect to the Series 2016-1 Class A-1 Notes, on the Series 2016-1 Class A-1 Senior Notes Renewal Date, and (ii) with respect to the Series 2016-1 Class A-2 Notes, on the Payment Date occurring in May 2023 (each the “ Series 2016-1 Anticipated Repayment Date ” with respect to such Class). The initial Series 2016-1 Class A-1 Notes Renewal Date will be the Payment Date occurring in May 2021, unless extended as provided below in this Section 3.6(b) .

(i)      First Extension Election . Subject to the conditions set forth in Section 3.6(b)(iii) of this Series Supplement, the Manager shall have the option on or before the Payment Date occurring in May 2021 to elect (the “ Series 2016-1 First Extension Election ”) to extend the Series 2016-1 Class A-1 Notes Renewal Date to the Payment Date occurring in May 2022 by delivering written notice to the Trustee and the Control Party; provided that upon such extension, the Payment Date occurring in May 2022 shall become the Series 2016-1 Class A-1 Notes Renewal Date.

(ii)      Second Extension Election . Subject to the conditions set forth in Section 3.6(b)(iii) of this Series Supplement, if the Series 2016-1 First Extension Election has been made and has become effective, the Manager shall have the option on or before the Payment Date occurring in May 2022 to elect (the “ Series 2016-1 Second Extension Election ”) to extend the Series 2016-1 Class A-1 Notes Renewal Date to the Payment Date occurring in May 2023 by delivering written notice to the Trustee and the Control Party; provided that upon such extension, the Payment Date occurring in May 2023 shall become the Series 2016-1 Class A-1 Notes Renewal Date.

(iii)      Conditions Precedent to Extension Elections . It shall be a condition to the effectiveness of the Series 2016-1 Extension Elections that, in the case of the Series 2016-1 First Extension Election, on the Payment Date occurring in May 2021, or in the case of the Series 2016-1 Second Extension Election, on the Payment Date occurring in May 2022 (a) the Monthly DSCR is greater than or equal to 2.0x (calculated with respect to the most recently ended Monthly Collection Period), and the rating assigned to the Series 2016-1 Class A-1 Notes by Standard & Poor’s has not been downgraded below “BBB” or withdrawn. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective.

(c)      Payment of Series 2016-1 Class A-2 Scheduled Principal Payments . Series 2016-1 Class A-2 Scheduled Principal Payments will be due and payable on any

applicable Payment Date (except that no Series 2016-1 Class A-2 Scheduled Principal Payments will be due and payable subsequent to the occurrence and during the continuance of a Rapid Amortization Event pursuant to Section 9.1(e) of the Base Indenture), as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so available, and failure to pay any Series 2016-1 Class A-2 Scheduled Principal Payment in excess of such amounts will not be an Event of Default; provided , that beginning with the Payment Date occurring in January 2017, a Series 2016-1 Class A-2 Scheduled Principal Payment will be due and payable on any Payment Date only if the Series Non-Amortization Test is not met with respect to such Payment Date and the immediately preceding Payment Date; and provided , further , that even if the Series Non-Amortization Test is met with respect to such date, the Master Issuer and SRI Real Estate Holdco may, at their option, prior to the Series 2016-1 Anticipated Repayment Date, pay all or part of such Series 2016-1 Class A-2 Scheduled Principal Payments on any Payment Date.

(d)      Series 2016-1 Notes Mandatory Payments of Principal .

(i)     If a Change of Control to which the Control Party (at the direction of the Controlling Class Representative) has not provided its prior written consent (not to be unreasonably withheld) occurs, the Co-Issuers shall prepay all the Series 2016-1 Notes in full by (A) depositing an amount equal to the Series 2016-1 Outstanding Principal Amount and all other amounts that are or will be due and payable with respect to the Series 2016-1 Notes under the Indenture and under the Series 2016-1 Class A-1 Note Purchase Agreement as of the applicable Series 2016-1 Prepayment Date referred to in clause (C) below (including all interest and fees accrued to such date, any Series 2016-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement and any associated Breakage Amounts incurred as a result of such prepayment (calculated in accordance with the Series 2016-1 Class A-1 Note Purchase Agreement)) in the applicable Series 2016-1 Distribution Accounts, (B) reimbursing the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) (C) delivering Prepayment Notices in accordance with Section 3.6(g) of this Series Supplement and (D) directing the Trustee to distribute such amount set forth in clause (A) to the applicable Series 2016-1 Noteholders on the Series 2016-1 Prepayment Date specified in such Prepayment Notices.

(ii)     Upon the failure of the Co-Issuers to Reinvest Real Estate Asset Disposition Proceeds in excess of the Real Estate Asset Disposition Threshold in accordance with Section 8.16(a)(ii) of the Base Indenture (such failure, a “ Real Estate Asset Disposition Prepayment Event ”), then (A) on the next Interim Allocation Date, the related Real Estate Asset Disposition Proceeds Prepayment Amount shall be allocated pursuant to pursuant to Section 5.13(c) of the Base Indenture and (B) on the next Payment Date following such Interim Allocation Date, the Co-Issuers shall prepay first , if a Series 2016-1 Class A-1 Senior Notes Amortization Period is continuing, the Series 2016-1 Class A-1 Notes (in

accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement), second , the Series 2016-1 Class A-2 Notes (based on their respective portion of the Series 2016-1 Class A-2 Outstanding Principal Amount), and third , provided that clause first does not apply, the Series 2016-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement), in an aggregate principal amount equal to the portion of the excess Real Estate Asset Disposition Proceeds Prepayment Amount, if any, allocated to the Senior Notes Principal Payments Account pursuant to Section 5.13(c) of the Base Indenture for payment of the Series 2016-1 Notes, by (A) depositing the portion of the excess Real Estate Asset Disposition Proceeds Prepayment Amount, if any, allocated for the Series 2016-1 Notes (and all interest and fees accrued to such date, any Series 2016-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement, any associated Breakage Amounts incurred as a result of such prepayment (calculated in accordance with the Series 2016-1 Class A-1 Note Purchase Agreement)) in the applicable Series 2016-1 Distribution Accounts, (B) delivering Prepayment Notices in accordance with Section 3.6(g) of this Series Supplement, (C) directing the Trustee to distribute such amount to the applicable Series 2016-1 Noteholders on the Series 2016-1 Prepayment Date specified in such Prepayment Notice and (D) complying with the other applicable Series Supplements with respect to prepayment of the applicable other portions of such Real Estate Asset Disposition Proceeds.

(iii)     During any Rapid Amortization Period, principal payments shall be due and payable on each Payment Date on the applicable Class of Series 2016-1 Notes as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in accordance with Section 5.14 of the Base Indenture, in the amount so available, together with any Series 2016-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement; provided , for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2016-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2016-1 Class A-2 Make-Whole Prepayment Premium in accordance with the Priority of Payments. Such payments shall be ratably allocated among the Series 2016-1 Noteholders within each applicable Class based on their respective portion of the Series 2016-1 Outstanding Principal Amount of such Class (or, in the case of the Series 2016-1 Class A-1 Noteholders, allocated in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement).

(iv)     During any Series 2016-1 Class A-1 Senior Notes Amortization Period, principal payments shall be due and payable on each Payment Date on the applicable Series 2016-1 Class A-1 Notes as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Payment Date in

accordance with Section 5.14 of the Base Indenture, in the amount so available. Such payments shall be allocated among the Series 2016-1 Class A-1 Noteholders, in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement.

(e)      Series 2016-1 Class A-2 Make-Whole Prepayment Premium Payments . In connection with any mandatory prepayment of any Series 2016-1 Class A-2 Notes upon a Change of Control, upon the occurrence of a Real Estate Asset Disposition Prepayment Event or during any Rapid Amortization Period occurring prior to the Make-Whole End Date, made pursuant to Section 3.6(d)(i) , (d)(ii) or (d)(iii) of this Series Supplement or any optional prepayment of any Series 2016-1 Class A-2 Notes made pursuant to Section 3.6(f) of this Series Supplement, the Co-Issuers shall pay, in the manner described herein, the Series 2016-1 Class A-2 Make-Whole Prepayment Premium to the Series 2016-1 Class A-2 Noteholders with respect to the applicable Series 2016-1 Prepayment Amount; provided that no such Series 2016-1 Class A-2 Make-Whole Prepayment Premium shall be payable (A) with respect to the Series 2016-1 Class A-2 Notes, in connection with prepayments made on or after the Payment Date in May 2020 (the “ Make-Whole End Date ”), (B) as a result of the application of Indemnification Payments allocated to the Series 2016-1 Notes pursuant to Section 3.6(j) of this Series Supplement, (C) in connection with Series 2016-1 Class A-2 Scheduled Principal Payments (including those paid at the election of the Master Issuer and SRI Real Estate Assets Holder if the Series Non-Amortization Test is satisfied), (D) in connection with any Series 2016-1 Class A-2 Scheduled Principal Deficiency Amounts, and (E) to the extent a Series 2016-1 Class A-2 Make-Whole Prepayment Premium is not payable pursuant to the definition thereof.

(f)      Optional Prepayment of Series 2016-1 Class A-2 Notes . Subject to Sections 3.6(e) and (g) of this Series Supplement, the Co-Issuers shall have the option to prepay the Outstanding Principal Amount of the Series 2016-1 Class A-2 Notes in full on any Business Day, or in part on any Payment Date, or on any date a mandatory prepayment may be made and that is specified as the Series 2016-1 Prepayment Date in the applicable Prepayment Notices; provided , that prior to the Series 2016-1 Anticipated Repayment Date, the Co-Issuers shall not make any optional prepayment in part of any Series 2016-1 Class A-2 Notes pursuant to this Section 3.6(f) (x) more frequently than four (4) times in any annual period commencing with the annual period commencing on the Series 2016-1 Closing Date or (y) in a principal amount for any single prepayment of less than $5,000,000 (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided , further , that no such optional prepayment may be made unless (i) the amount on deposit in the Senior Notes Principal Payments Account that is allocable to the Series 2016-1 Class A-2 Notes to be prepaid is sufficient to pay the principal amount of the Series 2016-1 Class A-2 Notes to be prepaid and the Series 2016-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e) , in each case, payable on the relevant Series 2016-1 Prepayment Date; (ii) the amount on deposit in the Senior Notes Interest Account that is allocable to the Outstanding Principal Amount of Series 2016-1 Class A-2 Notes to be prepaid is sufficient to pay (A) the Series 2016-1 Class A-2 Monthly Interest Amounts through the relevant Series 2016-1 Prepayment Date relating to the Outstanding Principal Amount of Series 2016-1 Class A-2 Notes to be prepaid and (B) only if such optional prepayment is a prepayment of all Outstanding Series 2016-1 Class A-2 Notes, (x) the Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest and (y) all Securitization

Operating Expenses, to the extent attributable to the Series 2016-1 Class A-2 Notes; and (iii) the Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Co-Issuers may prepay a Series of Notes in full at any time regardless of the number of prior optional prepayments or any minimum payment requirement.

(g)      Notices of Prepayments . The Co-Issuers shall give prior written notice (each, a “ Prepayment Notice ”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any prepayment pursuant to Sections 3.6(d)(i) , (d)(ii) or 3.6(f) of this Series Supplement (each, a “ Series 2016-1 Prepayment ”) to each Series 2016-1 Noteholder affected by such Series 2016-1 Prepayment, the Rating Agencies, the Servicer and the Trustee; provided that at the request of the Co-Issuers, such notice to the affected Series 2016-1 Noteholders shall be given by the Trustee in the name and at the expense of the Co-Issuers. In connection with any such Prepayment Notice, the Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each Series 2016-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the date on which such prepayment will be made (each, a “ Series 2016-1 Prepayment Date ”), which in all cases shall be a Business Day and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than ten (10) Business Days after the occurrence of such event, and in the case of a Real Estate Asset Disposition Prepayment Event, shall be the Payment Date immediately following such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “ Series 2016-1 Prepayment Amount ”) and (C) the date on which the applicable Series 2016-1 Class A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2016-1 Prepayment Date (the “ Series 2016-1 Class A-2 Make-Whole Premium Calculation Date ”). Any such optional prepayment and Prepayment Notice may, in the Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent specified in such Prepayment Notice, the satisfaction of which shall be evidenced by an Officer’s Certificate of the Master Issuer (upon which the Trustee may conclusively rely). Each Prepayment Notice may be revoked or amended at any time until two (2) Business Days prior to the Series 2016-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 2016-1 Noteholder to the extent such Series 2016-1 Noteholder has provided a facsimile number or email address to the Trustee and (B) the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2016-1 Noteholder. For the avoidance of doubt, a Voluntary Decrease in respect of the Series 2016-1 Class A-1 Notes is governed by Section 2.2 of this Series Supplement and not by this Section 3.6 . A Prepayment Notice may be revoked or amended by any Co-Issuer if the Trustee receives written notice of such revocation or amendment no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2016-1 Prepayment Date. The Co-Issuers shall give written notice of such revocation or amendment to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation or amendment to the Series 2016-1 Noteholders.

(h)      Series 2016-1 Prepayments . On each Series 2016-1 Prepayment Date with respect to any Series 2016-1 Prepayment, the Series 2016-1 Prepayment Amount and the Series

2016-1 Class A-2 Make-Whole Prepayment Premium, if any, and any associated Breakage Amounts applicable to such Series 2016-1 Prepayment shall be due and payable. The Co-Issuers shall pay the Series 2016-1 Prepayment Amount together with the applicable Series 2016-1 Class A-2 Make-Whole Prepayment Premium, if any, with respect to such Series 2016-1 Prepayment Amount, by, to the extent not already deposited therein pursuant to Sections 3.6(d)(i) , (d)(ii ) or (f) of this Series Supplement, depositing such amounts in the applicable Series 2016-1 Distribution Accounts on or prior to the related Series 2016-1 Prepayment Date to be distributed in accordance with Section 3.6(k) of this Series Supplement.

(i)      [Reserved ].

(j)      Indemnification Payments . Any Indemnification Payments deposited to the Senior Notes Principal Payments Account in accordance with Section 5.13(b) of the Base Indenture, and that are allocated to the Series 2016-1 Notes, shall be withdrawn from the Senior Notes Principal Payments Account in accordance with Section 5.14(f) of the Base Indenture and deposited in the applicable Series 2016-1 Distribution Accounts and used to prepay first , if a Series 2016-1 Class A-1 Senior Notes Amortization Period is continuing, the Series 2016-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement), second , the Series 2016-1 Class A-2 Notes (based on their respective portion of the Series 2016-1 Class A-2 Outstanding Principal Amount), and third , provided that clause first does not apply, the Series 2016-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement), on the Payment Date immediately succeeding such deposit. In connection with any prepayment made pursuant to this Section 3.6(j) , the Co-Issuers shall not be obligated to pay any prepayment premium.

(k)      Series 2016-1 Prepayment Distributions .

(i)     On the Series 2016-1 Prepayment Date for each Series 2016-1 Prepayment to be made pursuant to this Section 3.6 in respect of the Series 2016-1 Class A-1 Notes, the Trustee shall, in accordance with Section 6.1 of the Base Indenture (except that notwithstanding anything to the contrary therein, references to the distributions being made on a Payment Date shall be deemed to be references to distributions made on such Series 2016-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date) and based solely upon the applicable written report provided to the Trustee pursuant to Section 3.6(g) of this Series Supplement, wire transfer to the Series 2016-1 Class A-1 Noteholders of record on the preceding Prepayment Record Date, in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2016-1 Class A-1 Note Purchase Agreement, the amount deposited in the Series 2016-1 Class A-1 Distribution Account pursuant to this Section 3.6 , if any, in order to repay the applicable portion of the Series 2016-1 Class A-1 Outstanding Principal Amount and pay all accrued and unpaid interest thereon to such Series 2016-1 Prepayment Date and any associated Breakage Amounts incurred as a result of such prepayment.

(ii)     On the Series 2016-1 Prepayment Date for each Series 2016-1 Prepayment to be made pursuant to this Section 3.6 in respect of the Series 2016-1 Class A-2 Notes, the Trustee shall, in accordance with Section 6.1 of the Base Indenture (except that notwithstanding anything to the contrary therein, references to the distributions being made on a Payment Date shall be deemed to be references to distributions made on such Series 2016-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date) and based solely upon the applicable written report provided to the Trustee pursuant to Section 3.6(g) of this Series Supplement, wire transfer to the Series 2016-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2016-1 Class A-2 Outstanding Principal Amount, the amount deposited in the Series 2016-1 Class A-2 Distribution Account pursuant to this Section 3.6 , if any, in order to repay the applicable portion of the Series 2016-1 Class A-2 Outstanding Principal Amount and pay all accrued and unpaid interest thereon up to such Series 2016-1 Prepayment Date and any Series 2016-1 Class A-2 Make-Whole Prepayment Premium due to Series 2016-1 Class A-2 Noteholders on such Series 2016-1 Prepayment Date.

(l)      Series 2016-1 Notices of Final Payment . The Co-Issuers shall notify the Trustee, the Servicer and the Rating Agencies on or before the Record Date preceding the Payment Date which will be the Series 2016-1 Final Payment Date; provided , however , that with respect to the Series 2016-1 Final Payment that is made in connection with any mandatory or optional prepayment in full, the Co-Issuers shall not be obligated to provide any additional notice to the Trustee, the Servicer or the Rating Agencies of such Series 2016-1 Final Payment beyond the notice required to be given in connection with such prepayment pursuant to Section 2.2 or Section 3.6(g) of this Series Supplement, as applicable. The Trustee shall provide any written notice required under this Section 3.6(l) to each Person in whose name a Series 2016-1 Note is registered at the close of business on such Record Date that the immediately succeeding Payment Date will be the Series 2016-1 Final Payment Date. Such written notice to be sent to the Series 2016-1 Noteholders shall be made at the expense of the Co-Issuers and shall be mailed by the Trustee within five (5) Business Days of receipt of notice from the Co-Issuers indicating that the Series 2016-1 Final Payment will be made and shall specify that such Series 2016-1 Final Payment will be payable only upon presentation and surrender of the Series 2016-1 Notes and shall specify the place where the Series 2016-1 Notes may be presented and surrendered for such Series 2016-1 Final Payment.

Section 3.7      Series 2016-1 Class A-1 Distribution Account .

(a)      Establishment of Series 2016-1 Class A-1 Distribution Account . On the Series 2016-1 Closing Date, an account shall be assigned to the Trustee for the benefit of the Series 2016-1 Class A-1 Noteholders (the “ Series 2016-1 Class A-1 Distribution Account ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2016-1 Class A-1 Noteholders. The Series 2016-1 Class A-1 Distribution Account shall be an Eligible Account. If the Series 2016-1 Class A-1 Distribution Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Series 2016-1 Class A-1 Distribution Account is

no longer an Eligible Account, establish a new Series 2016-1 Class A-1 Distribution Account that is an Eligible Account. If a new Series 2016-1 Class A-1 Distribution Account is established, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2016-1 Class A-1 Distribution Account into the new Series 2016-1 Class A-1 Distribution Account. Initially, the Series 2016-1 Class A-1 Distribution Account will be established with the Trustee.

(b)      Administration of the Series 2016-1 Class A-1 Distribution Account . All amounts held in the Series 2016-1 Class A-1 Distribution Account shall be invested in Permitted Investments at the written direction (which may be standing directions) of the Master Issuer and SRI Real Estate Holdco; provided , however , that any such investment in the Series 2016-1 Class A-1 Distribution Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received or such other date on which any such funds are scheduled to be paid to the Series 2016-1 Class A-1 Noteholders. In the absence of written investment instructions hereunder, funds on deposit in the Series 2016-1 Class A-1 Distribution Account shall be invested at the direction of by the Master Issuer and SRI Real Estate Holdco as fully as practicable in one or more Permitted Investments of the type described in clause (b) of the definition thereof. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Permitted Investment.

(c)      Earnings from Series 2016-1 Class A-1 Distribution Account . All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2016-1 Class A-1 Distribution Account shall be deemed to be available and on deposit for distribution to the Series 2016-1 Class A-1 Noteholders.

(d)      Series 2016-1 Class A-1 Distribution Account Constitutes Additional Collateral for Series 2016-1 Class A-1 Notes . In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2016-1 Class A-1 Notes, the Co-Issuers hereby grant a security interest in and assign, pledge, grant, transfer and set over to the Trustee, for the benefit of the Series 2016-1 Class A-1 Noteholders, all of the Co-Issuers’ right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2016-1 Class A-1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2016-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2016-1 Class A-1 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2016-1 Class A-1 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “ Series 2016-1 Class A-1 Distribution Account Collateral ”).

(e)      Termination of Series 2016-1 Class A-1 Distribution Account . On or after the date on which the Series 2016-1 Final Payment has been made, the Trustee, acting in accordance with the written instructions of the Master Issuer and SRI Real Estate Holdco, shall withdraw from the Series 2016-1 Class A-1 Distribution Account all amounts on deposit therein for payment to the Co-Issuers.

Section 3.8      Series 2016-1 Class A-2 Distribution Account .

(a)      Establishment of Series 2016-1 Class A-2 Distribution Account . On the Closing Date, an account shall be assigned to the Trustee for the benefit of the Series 2016-1 Class A-2 Noteholders (the “ Series 2016-1 Class A-2 Distribution Account ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2016-1 Class A-2 Noteholders. The Series 2016-1 Class A-2 Distribution Account shall be an Eligible Account. If the Series 2016-1 Class A-2 Distribution Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that the Series 2016-1 Class A-2 Distribution Account is no longer an Eligible Account, establish a new Series 2016-1 Class A-2 Distribution Account that is an Eligible Account. If a new Series 2016-1 Class A-2 Distribution Account is established, the Master Issuer and SRI Real Estate Holdco shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2016-1 Class A-2 Distribution Account into the new Series 2016-1 Class A-2 Distribution Account. Initially, the Series 2016-1 Class A-2 Distribution Account will be established with the Trustee.

(b)      Administration of the Series 2016-1 Class A-2 Distribution Account . All amounts held in the Series 2016-1 Class A-2 Distribution Account shall be invested in the Permitted Investments at the written direction (which may be standing directions) of the Master Issuer; provided , however , that any such investment in the Series 2016-1 Class A-2 Distribution Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received or such other date on which any such funds are scheduled to be paid to the Series 2016-1 Class A-2 Noteholders. In the absence of written investment instructions hereunder, funds on deposit in the Series 2016-1 Class A-2 Distribution Account shall be invested at the direction of the Master Issuer and SRI Real Estate Holdco as fully as practicable in one or more Permitted Investments of the type described in clause (b) of the definition thereof. Neither the Master Issuer nor SRI Real Estate Holdco shall direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof if such disposal would result in a loss any portion of the initial purchase price of such Permitted Investment.

(c)      Earnings from Series 2016-1 Class A-2 Distribution Account . All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2016-1 Class A-2 Distribution Account shall be deemed to be available and on deposit for distribution to the Series 2016-1 Class A-2 Noteholders.

(d)      Series 2016-1 Class A-2 Distribution Account Constitutes Additional Collateral for Series 2016-1 Class A-2 Notes . In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2016-1 Class A-2 Notes, the Co-Issuers hereby grant a security interest in and assign, pledge, grant, transfer and set over to the Trustee, for the benefit of the Series 2016-1 Class A-2 Noteholders, all of the Co-Issuers’ right,

title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2016-1 Class A-2 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2016-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2016-1 Class A-2 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2016-1 Class A-2 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “ Series 2016-1 Class A-2 Distribution Account Collateral ”).

(e)      Termination of Series 2016-1 Class A-2 Distribution Account . On or after the date on which the Series 2016-1 Final Payment has been made, the Trustee, acting in accordance with the written instructions of the Master Issuer and SRI Real Estate Holdco, shall withdraw from the Series 2016-1 Class A-2 Distribution Account all amounts on deposit therein for payment to the Co-Issuers.

Section 3.9      Trustee as Securities Intermediary .

(a) The Trustee or other Person holding the Series 2016-1 Distribution Accounts shall be the “ Series 2016-1 Securities Intermediary .” If the Series 2016-1 Securities Intermediary in respect of any Series 2016-1 Distribution Account is not the Trustee, the Master Issuer and SRI Real Estate Holdco shall obtain the express agreement of such other Person to the obligations of the Series 2016-1 Securities Intermediary set forth in this Section 3.9 .

(b)     The Series 2016-1 Securities Intermediary agrees that:

(i)       The Series 2016-1 Distribution Accounts are accounts to which Financial Assets will or may be credited;

(ii)      The Series 2016-1 Distribution Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Series 2016-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii)     All securities or other property (other than cash) underlying any Financial Assets credited to any Series 2016-1 Distribution Account shall be registered in the name of the Securities Intermediary, indorsed to the Series 2016-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2016-1 Securities Intermediary, and in no case will any Financial Asset credited to any Series 2016-1 Distribution Account be registered in the name of the Master Issuer and SRI Real Estate Holdco, payable to the order of the Master Issuer and SRI Real Estate Holdco or specially indorsed to the Master Issuer and SRI Real Estate Holdco;

(iv)     All property delivered to the Series 2016-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2016-1 Distribution Account;

(v)      Each item of property (whether investment property, security, instrument or cash) credited to any Series 2016-1 Distribution Account shall be treated as a Financial Asset under Article 8 of the New York UCC;

(vi)     If at any time the Series 2016-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2016-1 Distribution Accounts, the Series 2016-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, SRI Real Estate Holdco or any other Securitization Entity or any other Person;

(vii)    The Series 2016-1 Distribution Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of all applicable UCCs, the State of New York shall be deemed to the Series 2016-1 Securities Intermediary’s jurisdiction and the Series 2016-1 Distribution Accounts (as well as the “security entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(viii)   The Series 2016-1 Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2016-1 Distribution Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Series 2016-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer and SRI Real Estate Holdco purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3.9(b)(vi) of this Series Supplement; and

(ix)     Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2016-1 Distribution Accounts, neither the Series 2016-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, any Series 2016-1 Distribution Account or any Financial Asset credited thereto. If the Series 2016-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has actual knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2016-1 Distribution Account or any Financial Asset carried therein, the Series 2016-1 Securities Intermediary will promptly notify the Trustee, the Manager, the Servicer, the Master Issuer and SRI Real Estate Holdco thereof.

(c)     At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2016-1 Distribution Accounts and in all proceeds thereof, and (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) shall be the only Person authorized to originate entitlement orders in respect of the Series 2016-1 Distribution Accounts; provided , however , that at all other times the Master Issuer and SRI Real Estate Holdco shall jointly be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2016-1 Distribution Accounts.

Section 3.10      Manager . Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer, SRI Real Estate Holdco and the other Co-Issuers. The Series 2016-1 Noteholders by their acceptance of the Series 2016-1 Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer, SRI Real Estate Holdco or any other Co-Issuer. Any such reports and notices that are required to be delivered to the Series 2016-1 Noteholders hereunder will be made available on the Trustee’s website in the manner set forth in Section 4.4 of the Base Indenture.

ARTICLE IV

FORM OF SERIES 2016-1 NOTES

Section 4.1      Issuance of Series 2016-1 Class A-1 Notes . (a) The Series 2016-1 Class A-1 Advance Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-1 hereto, and will be issued to the Series 2016-1 Class A-1 Noteholders (other than the Series 2016-1 Class A-1 Subfacility Noteholders) pursuant to and in accordance with the Series 2016-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2016-1 Class A-1 Note Purchase Agreement, the Series 2016-1 Class A-1 Advance Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by such Series 2016-1 Class A-1 Noteholders. The Series 2016-1 Class A-1 Advance Notes shall bear a face amount equal in the aggregate to up to the Series 2016-1 Class A-1 Maximum Principal Amount as of the Series 2016-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2016-1 Class A-1 Initial Advance Principal Amount pursuant to Section 2.1(a) of this Series Supplement. The Trustee shall record any Increases or Decreases with respect to the Series 2016-1 Class A-1 Outstanding Principal Amount such that, subject to Section 4.1(d) of this Series Supplement, the principal amount of the Series 2016-1 Class A-1 Advance Notes that are Outstanding accurately reflects all such Increases and Decreases.

(b)     The Series 2016-1 Class A-1 Swingline Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-2 hereto, and will be issued to the Swingline Lender pursuant to and in accordance with the Series 2016-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. Other than in accordance with this Series Supplement and the Series

2016-1 Class A-1 Note Purchase Agreement, the Series 2016-1 Class A-1 Swingline Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Swingline Lender. The Series 2016-1 Class A-1 Swingline Note shall bear a face amount equal in the aggregate to up to the Swingline Commitment as of the Series 2016-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2016-1 Class A-1 Initial Swingline Principal Amount pursuant to Section 2.1(b)(i) of this Series Supplement. The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to the Swingline Loans such that, subject to Section 4.1(d) of this Series Supplement, the aggregate principal amount of the Series 2016-1 Class A-1 Swingline Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.

(c)     The Series 2016-1 Class A-1 L/C Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-3 hereto, and will be issued to the L/C Provider pursuant to and in accordance with the Series 2016-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2016-1 Class A-1 Note Purchase Agreement, the Series 2016-1 Class A-1 L/C Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the L/C Provider. The Series 2016-1 Class A-1 L/C Notes shall bear a face amount equal in the aggregate to up to the L/C Commitment as of the Series 2016-1 Closing Date, and shall be initially issued in an aggregate amount equal to the Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount pursuant to Section 2.1(b)(ii) of this Series Supplement. The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to Undrawn L/C Face Amounts or Unreimbursed L/C Drawings, as applicable, such that, subject to Section 4.1(d) of this Series Supplement, the aggregate amount of the Series 2016-1 Class A-1 L/C Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases. All Undrawn L/C Face Amounts shall be deemed to be “principal” outstanding under the Series 2016-1 Class A-1 L/C Note for all purposes of the Indenture and the other Related Documents other than for purposes of accrual of interest and calculation of the Undrawn Commitment Fees.

(d)     For the avoidance of doubt, notwithstanding that the aggregate face amount of the Series 2016-1 Class A-1 Notes may exceed the Series 2016-1 Class A-1 Maximum Principal Amount, at no time will the principal amount actually outstanding of the Series 2016-1 Class A-1 Advance Notes, the Series 2016-1 Class A-1 Swingline Notes and the Series 2016-1 Class A-1 L/C Notes in the aggregate exceed the Series 2016-1 Class A-1 Maximum Principal Amount.

(e)     The Series 2016-1 Class A-1 Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Authorized Officers executing such Series 2016-1 Class A-1 Notes, as evidenced by their execution of the Series 2016-1 Class A-1 Notes. The Series 2016-1 Class A-1 Notes may be produced in any manner, all as determined by the Authorized Officers executing such Series 2016-1 Class A-1 Notes, as evidenced by their execution of such Series 2016-1 Class A-1 Notes. The initial sale of the Series 2016-1 Class A-1 Notes is limited to Persons who have executed the Series 2016-1 Class A-1 Note Purchase Agreement. The Series 2016-1 Class A-1

Notes may be resold only to the Master Issuer, its Affiliates, and Persons who are not Competitors (except that Series 2016-1 Class A-1 Notes may be resold to Competitors with the written consent of the Co-Issuers) in compliance with the terms of the Series 2016-1 Class A-1 Note Purchase Agreement.

Section 4.2      Issuance of Series 2016-1 Class A-2 Notes . The Series 2016-1 Class A-2 Notes may be offered and sold in the Series 2016-1 Class A-2 Initial Principal Amount on the Series 2016-1 Closing Date by the Co-Issuers pursuant to the Series 2016-1 Class A-2 Note Purchase Agreement. The Series 2016-1 Class A-2 Notes will be resold initially only (A) to the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States, to a Person that is a QIB in reliance on Rule 144A and is not a Competitor, (C) outside the United States, to a Person that is not a U.S. person (as defined in Regulation S) (a “ U.S. Person ”) in reliance on Regulation S and is not a Competitor, or (D) to a Person that is not a Competitor in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and the applicable securities laws of any state of the United States and any other jurisdiction, in each such case in accordance with the Base Indenture and any applicable securities laws of any state of the United States. The Series 2016-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2016-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2016-1 Class A-2 Notes. The Applicable Procedures shall be applicable to transfers of beneficial interests in the Series 2016-1 Class A-2 Notes. The Series 2016-1 Class A-2 Notes shall be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof.

(a)      Restricted Global Notes . The Series 2016-1 Class A-2 Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-1 hereto, registered in the name of Cede & Co. (“ Cede ”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes of this Section 4.2 and Section 4.4 , the “ Restricted Global Notes ”). The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

(b)      Regulation S Global Notes and Unrestricted Global Notes . Any Series 2016-1 Class A-2 Notes offered and sold on the Series 2016-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-2 hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear or Clearstream. Until such time as the Restricted Period shall have terminated with respect to any Series 2016-1 Class A-2 Note, such Series 2016-1 Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 4.2 and Section 4.4 , as the “ Regulation S Global Notes .” After such time as the Restricted Period shall have terminated, the Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit

A-2-3 hereto, as hereinafter provided (collectively, for purposes of this Section 4.2 and Section 4.4 , the “ Unrestricted Global Notes ”). The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.`

(c)      Definitive Notes . The Series 2016-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this Section 4.2 and Section 4.4 of this Series Supplement, the “ Definitive Notes ”) pursuant to Section 2.13 of the Base Indenture and this Section 4.2(c) in accordance with their terms and, upon complete exchange thereof, such Series 2016-1 Global Notes shall be surrendered for cancellation at the applicable Corporate Trust Office.

Section 4.3      Transfer Restrictions of Series 2016-1 Class A-1 Notes.

(a)     Subject to the terms of the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement, the holder of any Series 2016-1 Class A-1 Advance Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2016-1 Class A-1 Advance Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by a certificate substantially in the form of Exhibit B-1 hereto; provided that if the holder of any Series 2016-1 Class A-1 Advance Note transfers, in whole or in part, its interest in any Series 2016-1 Class A-1 Advance Note pursuant to (i) an Assignment and Assumption Agreement substantially in the form of Exhibit B to the Series 2016-1 Class A-1 Note Purchase Agreement or (ii) an Investor Group Supplement substantially in the form of Exhibit C to the Series 2016-1 Class A-1 Note Purchase Agreement, then such Series 2016-1 Class A-1 Noteholder will not be required to submit a certificate substantially in the form of Exhibit B-1 hereto upon transfer of its interest in such Series 2016-1 Class A-1 Advance Note. In exchange for any Series 2016-1 Class A-1 Advance Note properly presented for transfer, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2016-1 Class A-1 Advance Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2016-1 Class A-1 Advance Note in part, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2016-1 Class A-1 Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2016-1 Class A-1 Advance Note shall be made unless the request for such transfer is made by the Series 2016-1 Class A-1 Noteholder at such office. Neither the Co-Issuers nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely

on, and shall be protected in relying on, such instructions. Upon the issuance of transferred Series 2016-1 Class A-1 Advance Notes, the Trustee shall recognize the holders of such Series 2016-1 Class A-1 Advance Note as Series 2016-1 Class A-1 Noteholders.

(b)     Subject to the terms of the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement, the Swingline Lender may transfer the Series 2016-1 Class A-1 Swingline Notes in whole but not in part by surrendering such Series 2016-1 Class A-1 Swingline Notes at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(d) of the Series 2016-1 Class A-1 Note Purchase Agreement. In exchange for any Series 2016-1 Class A-1 Swingline Note properly presented for transfer, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, a Series 2016-1 Class A-1 Swingline Note for the same aggregate principal amount as was transferred. No transfer of any Series 2016-1 Class A-1 Swingline Note shall be made unless the request for such transfer is made by the Swingline Lender at such office. Neither the Co-Issuers nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of any transferred Series 2016-1 Class A-1 Swingline Note, the Trustee shall recognize the holder of such Series 2016-1 Class A-1 Swingline Note as a Series 2016-1 Class A-1 Noteholder.

(c)     Subject to the terms of the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement, the L/C Provider may transfer any Series 2016-1 Class A-1 L/C Note in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2016-1 Class A-1 L/C Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Co-Issuers and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(e) of the Series 2016-1 Class A-1 Note Purchase Agreement. In exchange for any Series 2016-1 Class A-1 L/C Note properly presented for transfer, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2016-1 Class A-1 L/C Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2016-1 Class A-1 L/C Note in part, the Co-Issuers shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of transferor) to such address as the transferor may request, Series 2016-1 Class A-1 L/C Notes for

the aggregate principal amount that was not transferred. No transfer of any Series 2016-1 Class A-1 L/C Note shall be made unless the request for such transfer is made by the L/C Provider at such office. Neither the Co-Issuers nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of any transferred Series 2016-1 Class A-1 L/C Note, the Trustee shall recognize the holder of such Series 2016-1 Class A-1 L/C Note as a Series 2016-1 Class A-1 Noteholder.

(d)     Each Series 2016-1 Class A-1 Note shall bear the following legend:

THE ISSUANCE AND SALE OF THIS SERIES 2016-1 CLASS A-1 NOTE (“THIS NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF THE CO-ISSUERS HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF APRIL 12, 2016 BY AND AMONG THE CO-ISSUERS, THE MANAGER, THE INVESTORS, THE SERIES 2016-1 NOTEHOLDERS, THE SERIES 2016-1 SUBFACILITY LENDERS AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS ADMINISTRATIVE AGENT.

The required legend set forth above shall not be removed from the Series 2016-1 Class A-1 Notes except as provided herein.

Section 4.4      Transfer Restrictions of Series 2016-1 Class A-2 Notes .

(a)     A Series 2016-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided , however , that this Section 4.4(a) shall not prohibit any transfer of a Series 2016-1 Class A-2 Note that is issued in exchange for a Series 2016-1 Global Note in accordance with Section 2.8 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2016-1 Global Note effected in accordance with the other provisions of this Section 4.4 .

(b)     The transfer by a Series 2016-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB

and not a Competitor, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Co-Issuers as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)     If a Series 2016-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(c) . Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit B-2 hereto given by the Series 2016-1 Class A-2 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d)     If a Series 2016-1 Class A-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(d) . Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B-3 hereto given by the Series 2016-1 Class A-2 Note Owner holding such beneficial interest in such Restricted Global Note,

the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e)     If a Series 2016-1 Class A-2 Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(e) . Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit B-4 hereto given by such Series 2016-1 Class A-2 Note Owner holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)     In the event that a Series 2016-1 Global Note or any portion thereof is exchanged for Series 2016-1 Class A-2 Notes other than Series 2016-1 Global Notes, such other Series 2016-1 Class A-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2016-1 Class A-2 Notes that are not Series 2016-1 Global Notes or for a beneficial interest in a Series 2016-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from time to time by the Co-Issuers and the Registrar, which shall be substantially consistent with the provisions of Sections 4.4(a) through Section 4.4(e) and Section 4.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2016-1 Global Note comply with Rule

144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures.

(g)     Until the termination of the Restricted Period with respect to any Series 2016-1 Class A-2 Note, interests in the Regulation S Global Notes representing such Series 2016-1 Class A-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 4.4(g) shall not prohibit any transfer in accordance with Section 4.4(d) of this Series Supplement. After the expiration of the applicable Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications other than those set forth in this Section 4.4 .

(h)     The Series 2016-1 Class A-2 Notes shall bear the following legend:

THE ISSUANCE AND SALE OF THIS SERIES 2016-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC OR SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SONIC CAPITAL LLC OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE THAT IS NOT A COMPETITOR AND IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, THAT IS NOT A COMPETITOR AND IS A QUALIFIED INSTITUTIONAL BUYER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE THAT IS NEITHER A COMPETITOR NOR A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, THAT IS NEITHER A COMPETITOR NOR A U.S. PERSON (AS DEFINED IN REGULATION S), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE

SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A QUALIFIED INSTITUTIONAL BUYER AND IS NOT A COMPETITOR OR (Y) NOT A “U.S. PERSON” AS DEFINED IN REGULATION S, ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS NEITHER A COMPETITOR NOR A “U.S. PERSON,” IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S, (B) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (C) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, AND (D) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES.

EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A [REGULATION S GLOBAL NOTE] [RESTRICTED GLOBAL NOTE] OR [AN UNRESTRICTED GLOBAL NOTE] WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.

ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO AN INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED (I) TO BE A COMPETITOR OR (II) NOT TO

HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS (I) NOT A COMPETITOR AND (II) A QUALIFIED INSTITUTIONAL BUYER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A TRANSFEREE TAKING DELIVERY IN THE FORM OF AN INTEREST IN A RESTRICTED GLOBAL NOTE THAT IS DETERMINED TO HAVE BEEN A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF THE TRANSFER.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE (I) A COMPETITOR OR (II) A “U.S. PERSON” THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS (I) NOT A COMPETITOR AND (II) EITHER IS A QUALIFIED INSTITUTIONAL BUYER OR NOT A “U.S. PERSON” IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A TRANSFEREE TAKING DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED GLOBAL NOTE THAT IS DETERMINED TO HAVE BEEN A COMPETITOR OR A “U.S. PERSON” AT THE TIME OF THE TRANSFER.

(i)     The Series 2016-1 Class A-2 Notes Regulation S Global Notes shall also bear the following legend:

UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER OR NOT A “U.S. PERSON” AS DEFINED IN REGULATION S, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A PERSON THAT IS THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER OR NOT A “U.S. PERSON” AS DEFINED IN REGULATION S AND IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN

ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT.

(j)     The Series 2016-1 Global Notes shall bear the following legend:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“ DTC ”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(k)     The required legends set forth above shall not be removed from the Series 2016-1 Class A-2 Notes except as provided herein. The legend required for a Series 2016-1 Class A-2 Restricted Global Note may be removed from such Series 2016-1 Class A-2 Restricted Global Note if there is delivered to the Co-Issuers and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by the Co-Issuers that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2016-1 Class A-2 Restricted Global Note will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer, on behalf of the Co-Issuers, shall authenticate and deliver in exchange for such Series 2016-1 Class A-2 Restricted Global Note a Series 2016-1 Class A-2 Note or Series 2016-1 Class A-2 Notes having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Series 2016-1 Class A-2 Restricted Global Note has been removed from a Series 2016-1 Class A-2 Note as provided above, no other Series 2016-1 Class A-2 Note issued in exchange for all or any part of such Series 2016-1 Class A-2 Note shall bear such legend, unless the Co-Issuers have reasonable cause to believe that such other Series 2016-1 Class A-2 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

Section 4.5      [Reserved].

Section 4.6      Note Owner Representations and Warranties . Each Person who becomes a Note Owner of a beneficial interest in a Series 2016-1 Class A-2 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2016-1 Class A-2 Note as follows:

(a)     In the case of Series 2016-1 Class A-2 Notes acquired in the United States, that it is (i) a QIB, (ii) aware that the sale to it is being made in reliance on Rule 144A and (iii) acquiring such Series 2016-1 Class A-2 Notes for its own account or for the account of another person that is a QIB and is not a Competitor with respect to which it exercises sole investment discretion.

(b)     In the case of Series 2016-1 Class A-2 Notes acquired outside of the United States, that it is (i) not a U.S. Person, (ii) aware that the sale to it is being made in reliance on an exemption from the registration requirements of the Securities Act provided by Regulation S, (iii) acquiring such Series 2016-1 Class A-2 Notes for its own account or the account of another person that is a U.S. Person and is not a Competitor, with respect to which it exercises sole investment discretion, and (d) not purchasing such Series 2016-1 Class A-2 Notes with a view to the resale, distribution or other disposition thereof in the United States or to a U.S. Person.

(c)     It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2016-1 Class A-2 Notes.

(d)     It understands that the Co-Issuers, the Manager and the Servicer may receive a list of participants holding positions in the Series 2016-1 Class A-2 Notes from one or more book-entry depositories.

(e)     It understands that the Manager, the Co-Issuers, the Servicer and the Controlling Class Representative may receive a list of Note Owners that have requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee.

(f)     It will provide to each person to whom it transfers Series 2016-1 Class A-2 Notes notices of any restrictions on transfer of such Series 2016-1 Class A-2 Notes.

(g)     It is not a Competitor.

(h)     It understands that (i) the Series 2016-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, (ii) the Series 2016-1 Notes have not been registered under the Securities Act, (iii) the Series 2016-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States to a Person that the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is not a U.S. Person in a transaction meeting the requirements of Regulation S and that is not a Competitor or (D) to a Person that is not a Competitor in a transaction exempt from the registration

requirements of the Securities Act and the applicable securities laws of any state of the United States and any other jurisdiction, in each such case in accordance with the Indenture and any applicable securities laws of any state of the United States and (iv) it will, and each subsequent holder of a Series 2016-1 Class A-2 Note is required to, notify any subsequent purchaser of a Series 2016-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.

(i)     It understands that the certificates evidencing the Restricted Global Notes will bear legends substantially similar to those set forth in Section 4.4(h) of this Series Supplement.

(j)     It understands that the certificates evidencing the Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.4(i) of this Series Supplement.

(k)     It understands that the certificates evidencing the Unrestricted Global Notes will bear legends substantially similar to those set forth in Section 4.4(j) of this Series Supplement.

(l)     Either (i) it is not a Plan and is not using the assets of any Plan to purchase or hold the Series 2016-1 Class A-2 Notes (or any interest therein), or (ii) its purchase and holding of the Series 2016-1 Class A-2 Notes (or any interest therein) does not constitute and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

(m)     It understands that any subsequent transfer of the Series 2016-1 Class A-2 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2016-1 Class A-2 Notes or any interest therein except in compliance with such restrictions and conditions and the Securities Act.

ARTICLE V

GENERAL

Section 5.1      Information . Pursuant to and in accordance with the Base Indenture, the Co-Issuers shall furnish, or cause to be furnished, a Monthly Noteholders’ Statement with respect to the Series 2016-1 Notes to the Trustee, substantially in the form of Exhibit C hereto, and a Quarterly Noteholders’ Statement with respect to the Series 2016-1 Notes to the Trustee, substantially in the form of Exhibit D hereto, setting forth, inter alia , the following information with respect to the Payment Dates described in such Monthly Noteholders’ Statement and Quarterly Noteholders’ Statement:

(i)     the total amount available to be distributed to Series 2016-1 Noteholders on such Payment Date;

(ii)    the amount of such distribution allocable to the payment of principal of each Class of the Series 2016-1 Notes;

(iii)   the amount of such distribution allocable to the payment of interest on each Class of the Series 2016-1 Notes;

(iv)   the amount of such distribution allocable to the payment of any Series 2016-1 Class A-2 Make-Whole Prepayment Premium, if any, on the Series 2016-1 Class A-2 Notes;

(v)    the amount of such distribution allocable to the payment of any fees or other amounts due to the Series 2016-1 Class A-1 Noteholders.

(vi)   whether, to the knowledge of the Co-Issuers, any Potential Rapid Amortization Event, Rapid Amortization Event, Default, Event of Default, Potential Manager Termination Event or Manager Termination Event has occurred, or any Cash Trapping Period is in effect, as of such Accounting Date;

(vii)  the Debt Service Coverage Ratio for such Payment Date and the 11 Payment Dates immediately preceding such Payment Date;

(viii)  the sum of Aggregate Franchise Drive-In Gross Sales and Aggregate Company-owned Drive-In Gross Sales as of the last day of the preceding Monthly Collection Period;

(ix)   the number of Open Drive-Ins as of the last day of the preceding Monthly Collection Period; and

(x)    the amount on deposit in the Senior Notes Interest Reserve Account and the amount on deposit, if any, in the Cash Trap Reserve Account, in each case, as of the close of business on the last Business Day of the preceding Monthly Collection Period.

Any Series 2016-1 Noteholder may obtain copies of each Monthly Noteholders’ Statement and Quarterly Noteholders’ Statement in accordance with the procedures set forth in Section 4.4 of the Base Indenture.

Section 5.2      Exhibits . The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture.

Section 5.3      Ratification of Base Indenture . As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument.

Section 5.4      Certain Notices to the Rating Agencies . The Co-Issuers shall provide to each Rating Agency a copy of each Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.

Section 5.5      Prior Notice by Trustee to the Controlling Class Representative and Control Party . Subject to Section 10.1 of the Base Indenture, the Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default until after the Trustee has given prior written notice thereof to the Controlling Class Representative and the Control Party and obtained the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative).

Section 5.6      Counterparts . This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 5.7      Governing Law . THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK .

Section 5.8      Amendments . This Series Supplement may not be modified or amended except in accordance with the terms of the Base Indenture.

Section 5.9      Entire Agreement . This Agreement, together with the exhibits and schedules hereto and the other Indenture Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

Section 5.10      Termination of Series Supplement . This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2016-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2016-1 Notes that have been replaced or paid) to the Trustee for cancellation and all Letters of Credit have been expired or been cash collateralized in full pursuant to the terms of the Series 2016-1 Class A-1 Note Purchase Agreement, (ii) all fees and expenses and other amounts under the Series 2016-1 Class A-1 Note Purchase Agreement have been paid in full and all Series 2016-1 Class A-1 Commitments have been terminated, and (iii) the Co-Issuers have paid all sums payable hereunder.

Section 5.11      Fiscal Year End . The Co-Issuers shall not change their fiscal year end from August 31 to any other date.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Co-Issuers, the Trustee and the Series 2016-1 Securities Intermediary have caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.

[Signature Page to Series 2016-1 Supplement to Base Indenture]

[Signature Page to Series 2016-1 Supplement to Base Indenture]

[Signature Page to Series 2016-1 Supplement to Base Indenture]

ANNEX A

SERIES 2016-1

SUPPLEMENTAL DEFINITIONS LIST

“ Acquiring Committed Note Purchaser ” has the meaning set forth in Section 9.17(a) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Acquiring Investor Group ” has the meaning set forth in Section 9.17(c) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Administrative Agent ” has the meaning set forth in the preamble to the Series 2016-1 Class A-1 Note Purchase Agreement. For purposes of the Indenture, the “Administrative Agent” shall be deemed to be a “Class A-1 Administrative Agent.”

“ Administrative Agent Fees ” has the meaning set forth in Section 3.02(a) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Advance ” has the meaning set forth in the recitals to the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Advance Request ” has the meaning set forth in Section 7.03(c) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Affected Person ” has the meaning set forth in Section 3.05 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Aggregate Unpaids ” has the meaning set forth in Section 5.01 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Annual Inspection Notice ” has the meaning set forth in Section 8.01(d) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Applicable Time ” has the meaning set forth in the Series 2016-1 Class A-2 Note Purchase Agreement.

“ Application ” means an application, in such form as the applicable L/C Issuing Bank may specify from time to time, requesting such L/C Issuing Bank to issue a Letter of Credit.

“ Assignment and Assumption Agreement ” has the meaning set forth in Section 9.17(a) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Base Rate ” means for any day a fluctuating rate per annum equal to (i) the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as established from time to time by the Administrative Agent as its “prime rate” at its principal U.S. office, and (c) the Eurodollar Base Rate (Reserve Adjusted) applicable to one month Interest Periods on the date of determination of the Base Rate plus 0.50% plus (ii) 2.00%;

provided that the Base Rate will in no event be higher than the maximum rate permitted by applicable Law. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate established by the Administrative Agent shall take effect at the opening of business on the day such change is effective.

“ Base Rate Advance ” means an Advance that bears interest at a rate of interest determined by reference to the Base Rate during such time as it bears interest at such rate, as provided in the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Borrowing ” has the meaning set forth in Section 2.02(c) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Breakage Amount ” has the meaning set forth in Section 3.06 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Cede ” has the meaning set forth in Section 4.2(a) of the Series 2016-1 Supplement.

“ Change in Law ” means (a) any law, rule or regulation or any change therein or in the interpretation or application thereof (whether or not having the force of law), in each case, adopted, issued or occurring after the Series 2016-1 Closing Date or (b) any request, guideline or directive (whether or not having the force of law) from any government or political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each, an “ Official Body ”) charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued or occurring after the Series 2016-1 Closing Date.

“ Change of Control ” means the occurrence of an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than Holdco owns or controls, either directly or indirectly, more than 50% of the Equity Interests of the Master Issuer or SRI Real Estate Holdco or an amount of Equity Interests of the Master Issuer or SRI Real Estate Holdco that entitles such “person” or “group” to exercise more than 50% of the voting power in the Equity Interests of the Master Issuer or SRI Real Estate Holdco, and pursuant to, and within 24 months of, such event or series of events, three of the five Persons that held the following positions immediately prior to the completion of such event or series of events are terminated or resign: Chief Executive Officer of Holdco, President of Sonic Industries Services Inc., President of Sonic Restaurants, Inc., Chief Financial Officer of Holdco and Chief Marketing Officer of Holdco; provided , in each case, that termination and/or resignation of such officers shall not include (i) a change in any officer’s status in the ordinary course of succession so long as such officer remains affiliated with Holdco

or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.

“ Class A-1 Amendment Expenses ” means all amounts payable pursuant to clause (a)(ii) of Section 9.05 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Class A-1 Indemnities ” means all amounts payable pursuant to Sections 9.05(b) and (c) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Commercial Paper ” means, with respect to any Conduit Investor, the promissory notes issued in the commercial paper market by or for the benefit of such Conduit Investor.

“ Commitments ” means the obligation of each Committed Note Purchaser included in each Investor Group to fund Advances pursuant to Section 2.02(a) of the Series 2016-1 Class A-1 Note Purchase Agreement and to participate in Swingline Loans and Letters of Credit pursuant to Sections 2.06 and 2.08 , respectively, of the Series 2016-1 Class A-1 Note Purchase Agreement in an aggregate stated amount up to its Commitment Amount.

“ Commitment Amount ” means, as to each Committed Note Purchaser, the amount set forth on Schedule I to the Series 2016-1 Class A-1 Note Purchase Agreement opposite such Committed Note Purchaser’s name as its Commitment Amount or, in the case of a Committed Note Purchaser that becomes a party to the Series 2016-1 Class A-1 Note Purchase Agreement pursuant to an Assignment and Assumption Agreement or Investor Group Supplement, the amount set forth therein as such Committed Note Purchaser’s Commitment Amount, in each case, as such amount may be (i) reduced pursuant to Section 2.05 of the Series 2016-1 Class A-1 Note Purchase Agreement or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by such Committed Note Purchaser in accordance with the terms of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Commitment Fee Adjustment Amount ” means, for any Interest Period, the result (whether a positive or negative number) of (a) the aggregate of the Daily Commitment Fee Amounts for each day in such Interest Period minus (b) the aggregate of the Estimated Daily Commitment Fee Amounts for each day in such Interest Period. For purposes of the Base Indenture, the “Commitment Fee Adjustment Amount” shall be deemed to be the “Class A-1 Senior Notes Commitment Fee Adjustment Amount.”

“ Commitment Percentage ” means, on any date of determination, with respect to any Investor Group, the ratio, expressed as a percentage, which such Investor Group’s Maximum Investor Group Principal Amount bears to the Series 2016-1 Class A-1 Maximum Principal Amount on such date.

“ Commitment Term ” means the period from and including the Series 2016-1 Closing Date to but excluding the earlier of (a) the Commitment Termination Date and (b) the date on which the Commitments are terminated or reduced to zero in accordance with the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Commitment Termination Date ” means the Series 2016-1 Class A-1 Senior Notes Renewal Date.

“ Committed Note Purchaser ” has the meaning set forth in the preamble to the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Committed Note Purchaser Percentage ” means, on any date of determination, with respect to any Committed Note Purchaser in any Investor Group, the ratio, expressed as a percentage, which the Commitment Amount of such Committed Note Purchaser bears to such Investor Group’s Maximum Investor Group Principal Amount on such date.

“ Conduit Assignee ” means, with respect to any Conduit Investor, any commercial paper conduit whose Commercial Paper is rated by at least two of the Specified Rating Agencies and is rated at least “A-1” from Standard & Poor’s, “P-1” from Moody’s and/or “F1” from Fitch, as applicable, that is administered by the Funding Agent with respect to such Conduit Investor or any Affiliate of such Funding Agent, in each case, designated by such Funding Agent to accept an assignment from such Conduit Investor of the Investor Group Principal Amount or a portion thereof with respect to such Conduit Investor pursuant to Section 9.17(b) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Conduit Investor ” has the meaning set forth in the preamble to the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Confidential Information ” for purposes of the Series 2016-1 Class A-1 Note Purchase Agreement, has the meaning set forth in Section 9.11 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ CP Advance ” means an Advance that bears interest at a rate of interest determined by reference to the CP Rate during such time as it bears interest at such rate, as provided in the Series 2016-1 Class A-1 Note Purchase Agreement.

“ CP Funding Rate ” means, with respect to each Conduit Investor, for any day during any Interest Period, for any portion of the Advances funded or maintained through the issuance of Commercial Paper by such Conduit Investor, the per annum rate equivalent to the weighted average cost (as determined by the related Funding Agent, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit Investor, other borrowings by such Conduit Investor and any other costs associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Investor or its related Funding Agent to fund or maintain such Advances for such Interest Period (and which may also be allocated in part to the funding of other assets of the Conduit Investor); provided , however , that if any component of any such rate is a discount rate, in calculating the “ CP Funding Rate ” for such Advances for such Interest Period, the related Funding Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“ CP Rate ” means, on any day during any Interest Period, an interest rate per annum equal to the sum of (i) the CP Funding Rate for such Interest Period plus (ii) 2.00%;

provided that the CP Rate will in no event be higher than the maximum rate permitted by applicable Law.

“ Daily Commitment Fee Amount ” means, for any day during any Interest Period, the Undrawn Commitment Fees that accrue for such day.

“ Daily Interest Amount ” means, for any day during any Interest Period, the sum of the following amounts:

(a)     with respect to any Eurodollar Advance outstanding on such day, the result of (i) the product of (x) the Eurodollar Rate in effect for such Interest Period and (y) the principal amount of such Advance outstanding as of the close of business on such day divided by (ii) 360; plus

(b)     with respect to any Base Rate Advance outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Advance outstanding as of the close of business on such day divided by (ii) 365 or 366, as applicable; plus

(c)     with respect to any CP Advance outstanding on such day, the result of (i) the product of (x) the CP Rate in effect for such Interest Period and (y) the principal amount of such Advance outstanding as of the close of business on such day divided by (ii) 360; plus

(d)     with respect to any Swingline Loans or Unreimbursed L/C Drawings outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Swingline Loans and Unreimbursed L/C Drawings outstanding as of the close of business on such day divided by (ii) 365 or 366, as applicable; plus

(e)     with respect to any Undrawn L/C Face Amounts outstanding on such day, the L/C Monthly Fees and L/C Fronting Fees (if any) that accrue thereon for such day.

“ Daily Post-ARD Contingent Interest Amount ” means, for any day during any Interest Period commencing on or after the Series 2016-1 Class A-1 Senior Notes Renewal Date, the sum of (a) the result of (i) the product of (x) the Series 2016-1 Class A-1 Monthly Post-ARD Contingent Rate and (y) the Series 2016-1 Class A-1 Outstanding Principal Amount (excluding any Base Rate Advances included therein) as of the close of business on such day divided by (ii) 360 and (b) the result of (i) the product of (x) the Series 2016-1 Class A-1 Monthly Post-ARD Contingent Rate and (y) any Base Rate Advances included in the Series 2016-1 Class A-1 Outstanding Principal Amount as of the close of business on such day divided by (ii) 360.

“ Decrease ” means a Mandatory Decrease or a Voluntary Decrease, as applicable.

“ Defaulting Administrative Agent Event ” has the meaning set forth in Section 5.07(b) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Defaulting Investor ” means any Investor that has (a) failed to make a payment required to be made by it under the terms of the Series 2016-1 Class A-1 Note Purchase Agreement within one Business Day of the day such payment is required to be made by such

Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of the Series 2016-1 Class A-1 Note Purchase Agreement within one Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.

“ Definitive Notes ” has the meaning set forth in Section 4.2(c) of the Series 2016-1 Supplement.

“ DTC ” means The Depository Trust Company, and any successor thereto.

“ Eligible Conduit Investor ” means, at any time, any Conduit Investor whose Commercial Paper at such time is rated by at least two of the Specified Rating Agencies and is rated at least “A-1” from Standard & Poor’s, “P-1” from Moody’s and/or “F1” from Fitch, as applicable

“ Estimated Daily Commitment Fee Amount ” means the average of the Daily Commitment Fee Amounts for each day during the most recent prior two consecutive Interest Periods.

“ Estimated Daily Interest Amount ” means the average of the Daily Interest Amounts for each day during the most recent prior two consecutive Interest Periods.

“ Eurodollar Advance ” means an Advance that bears interest at a rate of interest determined by reference to the Eurodollar Rate during such time as it bears interest at such rate, as provided in the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Eurodollar Base Rate ” means, for any Eurodollar Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Eurodollar Business Days prior to the beginning of such Eurodollar Interest Period by reference to the London interbank offered rate administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal in length to such Eurodollar Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar Base Rate” shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined by the Administrative Agent to be the average of the offered rates for deposits in Dollars in the amount of $1,000,000 for a period of time comparable to such Eurodollar Interest Period which are offered by three leading banks in the London interbank market at approximately 11:00 a.m. (London time) on the date that is two Eurodollar Business Days prior to the beginning of such Eurodollar Interest Period as selected by the Administrative Agent (unless the Administrative Agent is unable to obtain such rates from such banks in which case, it will be deemed that a Eurodollar Base Rate cannot be ascertained for purposes of Section 3.04 of the Series 2016-1 Class A-1 Note Purchase Agreement). In respect of any Eurodollar Interest Period that is less than one month in duration

and if no Eurodollar Base Rate is otherwise determinable with respect thereto in accordance with the preceding sentence of this definition, the Eurodollar Base Rate shall be determined through the use of straight-line interpolation by reference to two rates calculated in accordance with the preceding sentence, one of which shall be determined as if the maturity of the Dollar deposits referred to therein were the period of time for which rates are available next shorter than the Eurodollar Interest Period and the other of which shall be determined as if such maturity were the period of time for which rates are available next longer than the Eurodollar Interest Period.

“ Eurodollar Base Rate (Reserve Adjusted) ” means, for any Eurodollar Interest Period, an interest rate per annum (rounded upward to the nearest 1/100th of 1%) determined pursuant to the following formula:

Eurodollar Base Rate =               Eurodollar Base Rate                     

(Reserve Adjusted)          1.00 — Eurodollar Reserve Percentage

The Eurodollar Base Rate (Reserve Adjusted) for any Eurodollar Interest Period will be determined by the Administrative Agent on the basis of the Eurodollar Reserve Percentage in effect two Eurodollar Business Days before the first day of such Eurodollar Interest Period.

“ Eurodollar Business Day ” means any Business Day on which dealings are also carried on in the London interbank market and banks are open for business in London.

“ Eurodollar Interest Period ” means, with respect to any Eurodollar Advance, (x) the period commencing on and including the Eurodollar Business Day such Advance first becomes a Eurodollar Advance in accordance with Section 3.01(b) of the Series 2016-1 Class A-1 Note Purchase Agreement and ending on but excluding a date, as elected by the Master Issuer pursuant to such Section 3.01(b), that is either (i) one (1) month subsequent to such date, (ii) two (2) months subsequent to such date, (iii) three (3) months subsequent to such date or (iv) six (6) months subsequent to such date, or such other time period subsequent to such date not to exceed six months as agreed upon by the Master Issuer and the Administrative Agent; provided , however , that

“ Eurodollar Rate ” means, on any day during any Eurodollar Interest Period, an interest rate per annum equal to the sum of (i) the Eurodollar Base Rate (Reserve Adjusted) for such Eurodollar Interest Period plus (ii) 2.00%; provided that the Eurodollar Rate will in no event be higher than the maximum rate permitted by applicable Law.

“ Eurodollar Reserve Percentage ” means, for any Eurodollar Interest Period, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to liabilities or assets constituting “Eurocurrency Liabilities,” as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Eurodollar Interest Period.

“ Eurodollar Tranche ” means that portion of the Series 2016-1 Class A-1 Outstanding Principal Amount funded or maintained with Eurodollar Advances.

“ Federal Funds Rate ” means, for any specified period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the overnight federal funds rates as published in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or if, for any reason, such rate is not available on any day, the rate determined, in the reasonable opinion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. (New York City time).

“ F.R.S. Board ” means the Board of Governors of the Federal Reserve System.

“ Funding Agent ” has the meaning set forth in the preamble to the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Increase ” has the meaning set forth in Section 2.1(a) of the Series 2016-1 Supplement.

“ Increased Capital Costs ” has the meaning set forth in Section 3.07 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Increased Costs ” has the meaning set forth in Section 3.05 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Increased Tax Costs ” has the meaning set forth in Section 3.08(b) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Initial Purchasers ” means, collectively, Guggenheim Securities, LLC, Goldman, Sachs & Co. and Rabo Securities USA, Inc.

“ Interest Adjustment Amount ” means, for any Interest Period, the result (whether a positive or negative number) of (a) the aggregate of the Daily Interest Amounts for each day in such Interest Period minus (b) the aggregate of the Estimated Daily Interest Amounts for each day in such Interest Period. For purposes of the Base Indenture, the “Interest Adjustment Amount” for any Interest Period shall be deemed to be a “Class A-1 Senior Notes Interest Adjustment Amount” for such Interest Period.

“ Investor ” means any one of the Conduit Investors and the Committed Note Purchasers and “ Investors ” means the Conduit Investors and the Committed Note Purchasers collectively.

“ Investor Group ” means (i) for each Conduit Investor, collectively, such Conduit Investor, the related Committed Note Purchaser(s) set forth opposite the name of such Conduit Investor on Schedule I to the Series 2016-1 Class A-1 Note Purchase Agreement (or, if applicable, set forth for such Conduit Investor in the Assignment and Assumption Agreement or Investor Group Supplement pursuant to which such Conduit Investor or Committed Note Purchaser becomes a party thereto), any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2016-1 Class A-1 Noteholder for such Investor Group) and (ii) for each other Committed Note Purchaser that is not related to a Conduit Investor, collectively, such Committed Note Purchaser, any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2016-1 Class A-1 Noteholder for such Investor Group).

“ Investor Group Increase Amount ” means, with respect to any Investor Group, for any Business Day, the portion of the Increase, if any, actually funded by such Investor Group on such Business Day.

“ Investor Group Principal Amount ” means, with respect to any Investor Group, (a) when used with respect to the Series 2016-1 Closing Date, an amount equal to (i) such Investor Group’s Commitment Percentage of the Series 2016-1 Class A-1 Initial Advance Principal Amount plus (ii) such Investor Group’s Commitment Percentage of the Series 2016-1 Class A-1 Outstanding Subfacility Amount outstanding on the Series 2016-1 Closing Date, and (b) when used with respect to any other date, an amount equal to (i) the Investor Group Principal Amount with respect to such Investor Group on the immediately preceding Business Day (excluding any Series 2016-1 Class A-1 Outstanding Subfacility Amount included therein) plus (ii) the Investor Group Increase Amount with respect to such Investor Group on such date minus (iii) the amount of principal payments made to such Investor Group on the Series 2016-1 Class A-1 Advance Notes on such date plus (iv) such Investor Group’s Commitment Percentage of the Series 2016-1 Class A-1 Outstanding Subfacility Amount outstanding on such date.

“ Investor Group Supplement ” has the meaning set forth in Section 9.17(c) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ L/C Commitment ” means the obligation of the L/C Provider to provide Letters of Credit pursuant to Section 2.07 of the Series 2016-1 Class A-1 Note Purchase Agreement, in an aggregate Undrawn L/C Face Amount, together with any Unreimbursed L/C Drawings, at any one time outstanding not to exceed $15,000,000 as such amount may be reduced or increased pursuant to Section 2.07(g) of the Series 2016-1 Class A-1 Note Purchase Agreement or reduced pursuant to Section 2.05(b) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ L/C Fronting Fees ” means fronting fees, if any, payable by the L/C Provider pursuant to Section 2.07(h) of the Series 2016-1 Class A-1 Note Purchase Agreement to an L/C Issuing Bank as agreed upon in writing by the Co-Issuers, the L/C Provider and such L/C Issuing Bank.

“ L/C Issuing Bank ” has the meaning set forth in Section 2.07(h) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ L/C Monthly Fees ” has the meaning set forth in Section 2.07(d) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ L/C Obligations ” means, at any time, an amount equal to the sum of (i) any Undrawn L/C Face Amounts outstanding at such time and (ii) any Unreimbursed L/C Drawings outstanding at such time.

“ L/C Other Reimbursement Costs ” has the meaning set forth in Section 2.08(a)(ii) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ L/C Provider ” means Coöperatieve Rabobank, U.A., New York Branch, in its capacity as provider of any Letter of Credit under the Series 2016-1 Class A-1 Note Purchase Agreement, and its permitted successors and assigns in such capacity.

“ L/C Reimbursement Amount ” has the meaning set forth in Section 2.08(a)(i) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Lender Party ” means any Investor, the Swingline Lender or the L/C Provider and “ Lender Parties ” means the Investors, the Swingline Lender and the L/C Provider, collectively.

“ Letter of Credit ” has the meaning set forth in Section 2.07(a) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Make-Whole End Date ” has the meaning set forth in Section 3.5(e) of the Series 2016-1 Supplement.

“ Mandatory Decrease ” has the meaning set forth in Section 2.2(a) of the Series 2016-1 Supplement.

“ Margin Stock ” means “margin stock” as defined in Regulation U of the F.R.S. Board, as amended from time to time.

“ Maximum Investor Group Principal Amount ” means, as to each Investor Group existing on the Series 2016-1 Closing Date, the amount set forth on Schedule I to the Series 2016-1 Class A-1 Note Purchase Agreement as such Investor Group’s Maximum Investor Group Principal Amount or, in the case of any other Investor Group, the amount set forth as such Investor Group’s Maximum Investor Group Principal Amount in the Assignment and Assumption Agreement or Investor Group Supplement by which the members of such Investor Group become parties to the Series 2016-1 Class A-1 Note Purchase Agreement, in each case, as such amount may be (i) reduced pursuant to Section 2.05 of the Series 2016-1 Class A-1 Note Purchase Agreement or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by the members of such Investor Group in accordance with the terms of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Non-Funding Committed Notes Purchaser ” has the meaning set forth in Section 2.02(a) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Offering Memorandum ” has the meaning set forth in the Series 2016-1 Class A-2 Note Purchase Agreement.

“ Official Body ” has the meaning set forth in the definition of “Change in Law.”

“ Other Class A-1 Transaction Expenses ” means all amounts payable pursuant to Section 9.05 of the Series 2016-1 Class A-1 Note Purchase Agreement other than Class A-1 Amendment Expenses.

“ Outstanding Series 2016-1 Class A-1 Notes ” means with respect to the Series 2016-1 Class A-1 Notes, all Series 2016-1 Class A-1 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2016-1 Class A-1 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2016-1 Class A-1 Notes that have not been presented for payment but funds for the payment in full of which are on deposit in the Series 2016-1 Class A-1 Distribution Account and are available for payment of such Series 2016-1 Class A-1 Notes and the Commitments with respect to which have terminated, (c) Series 2016-1 Class A-1 Notes that have been defeased in accordance with Section 12.1 of the Base Indenture and (d) Series 2016-1 Class A-1 Notes in exchange for or in lieu of other Series 2016-1 Class A-1 Notes that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2016-1 Class A-1 Notes are held by a purchaser for value.

“ Outstanding Series 2016-1 Class A-2 Notes ” means, with respect to the Series 2016-1 Class A-2 Notes, all such Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2016-1 Class A-2 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2016-1 Class A-2 Notes that have not been presented for payment but funds for the payment in full of which are on deposit in the Series 2016-1 Class A-2 Distribution Account and are available for payment of such Series 2016-1 Class A-2 Notes, (c) Series 2016-1 Class A-2 Notes that have been defeased in accordance with Section 12.1 of the Base Indenture and (d) Series 2016-1 Class A-2 Notes in exchange for or in lieu of other Series 2016-1 Class A-2 Notes that have been authenticated and delivered pursuant to the Indenture

unless proof satisfactory to the Trustee is presented that any such Series 2016-1 Class A-2 Notes are held by a purchaser for value.

“ Outstanding Series 2016-1 Notes ” means, collectively, all Outstanding Series 2016-1 Class A-1 Notes and all Outstanding Series 2016-1 Class A-2 Notes.

“ Parent Companies ” means, collectively, Holdco, SISI and SRI.

“ Plan ” means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Part 4 of Title I of ERISA; (ii) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Law; or (iii) an entity whose underlying assets are considered to include “plan assets” of any such employee benefit plans, plans, accounts or arrangements described in clause (i) or (ii) under Similar Law or under 29 C.F.R. Section 2510.3-101 as promulgated under ERISA.

“ Prepayment Notice ” has the meaning set forth in Section 3.6(g) of the Series 2016-1 Supplement.

“ Prepayment Record Date ” means, with respect to the date of any Series 2016-1 Prepayment, the Record Date immediately preceding the date of the associated Series 2016-1 Prepayment unless such immediately preceding Record Date is less than 10 Business Days prior to the date of the associated Series 2016-1 Prepayment, in which case the “Prepayment Record Date” will be the second Record Date immediately preceding the date of the associated Series 2016-1 Prepayment.

“ Program Support Agreement ” means, with respect to any Investor, any agreement entered into by any Program Support Provider in respect of any Commercial Paper and/or Series 2016-1 Class A-1 Note of such Investor providing for the issuance of one or more letters of credit for the account of such Investor, the issuance of one or more insurance policies for which such Investor is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by such Investor to any Program Support Provider of the Series 2016-1 Class A-1 Notes (or portions thereof or interests therein) and/or the making of loans and/or other extensions of credit to such Investor in connection with such Investor’s securitization program, together with any letter of credit, insurance policy or other instrument issued thereunder or guaranty thereof (but excluding any discretionary advance facility provided by a Committed Note Purchaser).

“ Program Support Provider ” means, with respect to any Investor, any financial institutions and any other or additional Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, such Investor in respect of such Investor’s Commercial Paper and/or Series 2016-1 Class A-1 Note, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations arising under or in connection with such Investor’s securitization program as it relates to any Commercial Paper issued by such Investor, and/or holding equity interests in such Investor, in each case pursuant to a Program Support Agreement, and any guarantor of any such Person.

“ Qualified Institutional Buyer ” or “ QIB ” means a Person who is a “qualified institutional buyer” as defined in Rule 144A.

“ Rating Agencies ” means, with respect to each Class of Series 2016-1 Notes, S&P and any other nationally recognized rating agency then rating such Class of Series 2016-1 Notes at the request of the Co-Issuers.

“ Rating Agency Condition ” means, with respect to the Series 2016-1 Notes and any event or action to be taken or proposed to be taken requiring satisfaction of the Rating Agency Condition in the Indenture or in any other Related Document, including the issuance of additional Series of Notes, a condition that is satisfied if the Manager has notified the Co-Issuers, the Servicer and the Trustee in writing that the Manager has provided each Rating Agency and the Servicer with a written notification setting forth in reasonable detail such event or action and has actively solicited (by written request and by request via email and telephone) a Rating Agency Confirmation from each Rating Agency, and each Rating Agency has either provided the Manager with a Rating Agency Confirmation with respect to such event or action or informed the Manager that it declines to review such event or action; provided that:

(i) except in connection with the issuance of an additional Series of Notes, as to which the conditions of clause (ii)(c) below will apply in all cases, the Rating Agency Condition in respect of any Rating Agency will be required to be satisfied in connection with any such event or action only if the Manager determines in its sole discretion that the policies of such Rating Agency permit it to deliver such Rating Agency Confirmation; and

(ii) the Rating Agency Condition will not be required to be satisfied in respect of any Rating Agency if the Manager provides an Officer’s Certificate (along with copies of all written requests for such Rating Agency Confirmation and copies of all related email correspondence) to the Co-Issuers, the Servicer and the Trustee certifying that:

(a)     the Manager has not received any response from such Rating Agency after the Manager has repeated such active solicitation (by request via telephone and by email) on or about the tenth Business Day and the fifteenth Business Day following the date of delivery of the initial solicitation;

(b)     the Manager has no reason to believe that such event or action would result in such Rating Agency withdrawing its credit ratings on the Series 2016-1 Notes or assigning credit ratings on the Series 2016-1 Notes below the lower of (1) the then-current credit ratings on the Series 2016-1 Notes or (2) the initial credit ratings assigned to such Series 2016-1 Notes by such Rating Agency (without negative implications); and

(c)     solely in connection with any issuance of an additional Series of Notes, either:

(1)     at least one Rating Agency has provided a Rating Agency Confirmation;

(2)     each Rating Agency has rated any additional Series of Notes that are Senior Notes no lower than the lower of (x) the then-current credit rating assigned to the Series 2016-1 Notes by such Rating Agency or (y) the initial credit rating assigned by such Rating Agency (without negative implications) to the Series 2016-1 Notes, or, if the Series 2016-1 Notes do not rank on the same priority as such additional Series of Notes, the Control Party will have provided its written consent to the issuance of such additional Series of Notes; or

(3)      none of the additional Series of Notes are Senior Notes.

“ Rating Agency Confirmation ” means, with respect to the Series 2016-1 Notes, a confirmation from a Rating Agency that a proposed event or action will not result in (i) a withdrawal of its credit ratings on the Series 2016-1 Notes or (ii) the assignment of credit ratings on the Series 2016-1 Notes below the lower of (x) the then-current credit rating assigned to the Series 2016-1 Notes by such Rating Agency or (y) the initial credit ratings assigned to such Series 2016-1 Notes by such Rating Agency (without negative implications); provided , however , that solely in connection with an issuance of an additional Series Notes, a Rating Agency Confirmation of Standard & Poor’s will be required for each Series of Notes then rated by Standard & Poor’s at the time of such issuance of an additional Series of Notes.

“ Real Estate Asset Disposition Proceeds Prepayment Event ” has the meaning set forth in Section 3.6(d)(ii) of the Series 2016-1 Supplement.

“ Regulation S ” means Regulation S promulgated under the Securities Act.

“ Regulation S Global Notes ” has the meaning set forth in Section 4.2(b) of the Series 2016-1 Supplement.

“ Reimbursement Obligation ” means the obligation of the Co-Issuers to reimburse the L/C Provider pursuant to Section 2.08 of the Series 2016-1 Class A-1 Note Purchase Agreement for amounts drawn under Letters of Credit.

“ Restricted Global Notes ” has the meaning set forth in Section 4.2(a) of the Series 2016-1 Supplement.

“ Restricted Period ” means, with respect to any Series 2016-1 Class A-2 Notes issued on the Series 2016-1 Closing Date and sold pursuant to Regulation S, the period commencing on such Series 2016-1 Closing Date and ending on the 40th day after the Series 2016-1 Closing Date.

“ Rule 144A ” means Rule 144A promulgated under the Securities Act.

“ Sale Notice ” has the meaning set forth in Section 9.18(b) of the Series 2016-Class A-1 Note Purchase Agreement.

“ Series 2016-1 Anticipated Repayment Date ” has the meaning set forth in Section 3.6(b) of the Series 2016-1 Supplement.

“ Series 2016-1 Available Interest Reserve Account Amount ” means, when used with respect to any date, the amount on deposit in the Senior Notes Interest Reserve Account pursuant to Section 3.2(d) of the Series 2016-1 Supplement after giving effect to any withdrawals therefrom with respect to the Series 2016-1 Notes pursuant to Section 5.14 of the Base Indenture.

“ Series 2016-1 Class A-1 Administrative Expenses ” means, for any Interim Allocation Date, the aggregate amount of any Administrative Agent Fees and Class A-1 Amendment Expenses then due and payable and not previously paid. For purposes of the Base Indenture, the “Series 2016-1 Class A-1 Administrative Expenses” shall be deemed to be “Class A-1 Senior Notes Administrative Expenses.”

“ Series 2016-1 Class A-1 Advance Notes ” has the meaning set forth in “Designation” in the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 Allocated Payment Reduction Amount ” has the meaning set forth in Section 2.05(b)(iv) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Series 2016-1 Class A-1 Distribution Account ” has the meaning set forth in Section 3.7(a) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 Distribution Account Collateral ” has the meaning set forth in Section 3.7(d) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 Excess Principal Event ” shall be deemed to have occurred if, on any date, the Series 2016-1 Class A-1 Outstanding Principal Amount exceeds the Series 2016-1 Class A-1 Maximum Principal Amount.

“ Series 2016-1 Class A-1 Initial Advance ” has the meaning set forth in Section 2.1(a) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 Initial Advance Principal Amount ” means the aggregate initial outstanding principal amount of the Series 2016-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2016-1 Class A-1 Initial Advances made on the Series 2016-1 Closing Date pursuant to Section 2.1(a) of the Series 2016-1 Supplement, which is $[ ].

“ Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount ” means the aggregate initial outstanding principal amount of the Series 2016-1 Class A-1 L/C Note of the L/C Provider corresponding to the aggregate Undrawn L/C Face Amounts of the Letters of Credit issued on the Series 2016-1 Closing Date pursuant to Section 2.07 of the Series 2016-1 Class A-1 Note Purchase Agreement, which is $[ ].

“ Series 2016-1 Class A-1 Initial Swingline Loan ” has the meaning set forth in Section 2.1(b) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 Initial Swingline Principal Amount ” means the aggregate initial outstanding principal amount of the Series 2016-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Swingline Loans made on the Series 2016-1 Closing Date pursuant to Section 2.06 of the Series 2016-1 Class A-1 Note Purchase Agreement, which is $[ ].

“ Series 2016-1 Class A-1 L/C Fees ” means the L/C Monthly Fees. For purposes of the Indenture, the “Series 2016-1 Class A-1 L/C Fees” shall be deemed to be “Senior Notes Monthly Interest.”

“ Series 2016-1 Class A-1 L/C Notes ” has the meaning set forth in “Designation” in the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 Maximum Principal Amount ” means $150,000,000, as such amount may be reduced pursuant to Section 2.05 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Series 2016-1 Class A-1 Monthly Commitment Fees ” means, as of any date of determination for any Interest Period, an amount equal to the sum of (a) the aggregate of the Estimated Daily Commitment Fee Amounts for each day in such Interest Period, (b) if such date of determination occurs on or after the last day of such Interest Period, the Commitment Fee Adjustment Amount with respect to such Interest Period, and (c) the amount of any Class A-1 Notes Commitment Fees Shortfall Amount with respect to the Series 2016-1 Class A-1 Notes (as determined pursuant to Section 5.14(e) of the Base Indenture), for the immediately preceding Interest Period together with Additional Class A-1 Notes Commitment Fee Shortfall Interest (as determined pursuant to Section 5.14(e) of the Base Indenture) on such Class A-1 Notes Commitment Fees Shortfall Amount. For purposes of the Indenture, the “Series 2016-1 Class A-1 Monthly Commitment Fees” shall be deemed to be “Class A-1 Senior Notes Monthly Commitment Fees.”

“ Series 2016-1 Class A-1 Monthly Interest ” means, as of any date of determination for any Interest Period, an amount equal to the sum of (a) the aggregate of the Estimated Daily Interest Amounts for each day in such Interest Period, (b) if such date of determination occurs on or after the last day of such Interest Period, the Interest Adjustment Amount with respect to such Interest Period, and (c) the amount of any Senior Notes Interest Shortfall Amount with respect to the Series 2016-1 Class A-1 Notes (as determined pursuant to Section 5.14(b) of the Base Indenture) for the immediately preceding Interest Period (together with Additional Senior Notes Interest Shortfall Interest (as determined pursuant to Section 5.14(c) of the Base Indenture) on such Senior Notes Interest Shortfall Amount). For purposes of the Base Indenture, the “Series 2016-1 Class A-1 Monthly Interest” shall be deemed to be “Senior Notes Monthly Interest.”

“ Series 2016-1 Class A-1 Monthly Post-ARD Contingent Interest ” means, for any Interest Period commencing on or after the Series 2016-1 Class A-1 Senior Notes Renewal Date, an amount equal to the sum of the aggregate of the Daily Post-ARD Contingent Interest Amounts, as calculated by the Manager on behalf of the Co-Issuers, for each day in such Interest Period. For purposes of the Base Indenture, the “Series 2016-1 Class A-1 Monthly Post-ARD

Contingent Interest” shall be deemed to be “Senior Notes Monthly Post-ARD Contingent Interest.”

“ Series 2016-1 Class A-1 Monthly Post-ARD Contingent Rate ” has the meaning set forth in Section 3.4(c) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 Noteholder ” means the Person in whose name a Series 2016-1 Class A-1 Note is registered in the Note Register.

“ Series 2016-1 Class A-1 Note Purchase Agreement ” means the Class A-1 Note Purchase Agreement, dated as of April 12, 2016, by and among the Co-Issuers, the Manager, the Investors, the Series 2016-1 Class A-1 Noteholders and Coöperatieve Rabobank, U.A., New York Branch, as administrative agent thereunder, pursuant to which the Series 2016-1 Class A-1 Noteholders have agreed to purchase the Series 2016-1 Class A-1 Notes from the Co-Issuers, subject to the terms and conditions set forth therein, as amended, supplemented or otherwise modified from time to time. For purposes of the Base Indenture, the “Series 2016-1 Class A-1 Note Purchase Agreement” shall be deemed to be a “Variable Funding Note Purchase Agreement.”

“ Series 2016-1 Class A-1 Note Rate ” means, for any day, (a) with respect to that portion of the Series 2016-1 Class A-1 Outstanding Principal Amount resulting from Advances that bear interest on such day at the CP Rate in accordance with Section 3.01 of the Series 2016-1 Class A-1 Note Purchase Agreement, the CP Rate in effect for such day; (b) with respect to that portion of the Series 2016-1 Class A-1 Outstanding Principal Amount resulting from Advances that bear interest on such day at the Eurodollar Rate in accordance with Section 3.01 of the Series 2016-1 Class A-1 Note Purchase Agreement, the Eurodollar Rate in effect for the Eurodollar Interest Period that includes such day; (c) with respect to that portion of the Series 2016-1 Class A-1 Outstanding Principal Amount resulting from Advances that bear interest on such day at the Base Rate in accordance with Section 3.01 of the Series 2016-1 Class A-1 Note Purchase Agreement, the Base Rate in effect for such day; (d) with respect to that portion of the Series 2016-1 Class A-1 Outstanding Principal Amount consisting of Swingline Loans or Unreimbursed L/C Drawings outstanding on such day, the Base Rate in effect for such day; and (e) with respect to any other amounts that any Related Document provides is to bear interest by reference to the Series 2016-1 Class A-1 Note Rate, the Base Rate in effect for such day; in each case, computed on the basis of a year of 360 (or, in the case of the Base Rate, 365 or 366, as applicable) days and the actual number of days elapsed; provided , however , that the Series 2016-1 Class A-1 Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“ Series 2016-1 Class A-1 Notes ” has the meaning set forth in “Designation” in the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 Other Amounts ” means, for any Interim Allocation Date, the aggregate amount of any Breakage Amount, Class A-1 Indemnities, Increased Capital Costs, Increased Costs, Increased Tax Costs, L/C Other Reimbursement Costs and Other Class A-1 Transaction Expenses then due and payable and not previously paid. For purposes of the

Base Indenture, the “Series 2016-1 Class A-1 Other Amounts” shall be deemed to be “Class A-1 Senior Notes Other Amounts.”

“ Series 2016-1 Class A-1 Outstanding Principal Amount ” means, when used with respect to any date, an amount equal to (a) the Series 2016-1 Class A-1 Initial Advance Principal Amount, if any, minus (b) the amount of principal payments (whether pursuant to a Decrease, a prepayment, a redemption or otherwise) made on the Series 2016-1 Class A-1 Advance Notes on or prior to such date plus (c) any Increases in the Series 2016-1 Class A-1 Outstanding Principal Amount pursuant to Section 2.1 of the Series 2016-1 Supplement resulting from Advances made on or prior to such date and after the Series 2016-1 Closing Date plus (d) any Series 2016-1 Class A-1 Outstanding Subfacility Amount on such date; provided that at no time may the Series 2016-1 Class A-1 Outstanding Principal Amount exceed the Series 2016-1 Class A-1 Maximum Principal Amount. For purposes of the Base Indenture, the “Series 2016-1 Class A-1 Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount.”

“ Series 2016-1 Class A-1 Outstanding Subfacility Amount ” means, when used with respect to any date, the aggregate principal amount of any Series 2016-1 Class A-1 Swingline Notes and Series 2016-1 Class A-1 L/C Notes outstanding on such date (after giving effect to Subfacility Increases or Subfacility Decreases therein to occur on such date pursuant to the terms of the Series 2016-1 Class A-1 Note Purchase Agreement or the Series 2016-1 Supplement).

“ Series 2016-1 Class A-1 Senior Notes Amortization Event ” means the circumstance in which the Outstanding Principal Amount of the Series 2016-1 Class A-1 Notes is not paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) on or prior to the Series 2016-1 Class A-1 Senior Notes Renewal Date. For purposes of the Indenture, a “Series 2016-1 Class A-1 Senior Notes Amortization Event” shall be deemed to be a “Class A-1 Senior Notes Amortization Event.”

“ Series 2016-1 Class A-1 Senior Notes Amortization Period ” means the period commencing on the date on which a Series 2016-1 Class A-1 Senior Notes Amortization Event occurs and ending on the date on which there are no Series 2016-1 Class A-1 Notes Outstanding. For purposes of the Base Indenture, a “Series 2016-1 Class A-1 Senior Notes Amortization Period” shall be deemed to be a “Class A-1 Amortization Period.”

“ Series 2016-1 Class A-1 Senior Notes Renewal Date ” means May 2021 (as such date may be extended pursuant to Section 3.6(b) of the Series 2016-1 Supplement). For purposes of the Base Indenture, the “Series 2016-1 Class A-1 Senior Notes Renewal Date” shall be deemed to be a “Class A-1 Renewal Date.”

“ Series 2016-1 Class A-1 Subfacility Noteholder ” means the Person in whose name a Series 2016-1 Class A-1 Swingline Note or Series 2016-1 Class A-1 L/C Note is registered in the Note Register. For purposes of the Base Indenture, the “Series 2016-1 Class A-1 Subfacility Noteholders” shall be deemed to be “Class A-1 Subfacility Noteholders.”

“ Series 2016-1 Class A-1 Swingline Notes ” has the meaning set forth in “Designation” of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-1 VFN Fee Letter ” means the Fee Letter, dated as of April 12, 2016, by and among the Co-Issuers, the Manager, the Administrative Agent, the L/C Provider, the Swingline Lender and the Committed Note Purchasers, as amended, supplemented or otherwise modified from time to time.

“ Series 2016-1 Class A-2 Distribution Account ” has the meaning set forth in Section 3.8(a) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-2 Distribution Account Collateral ” has the meaning set forth in Section 3.8(d) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-2 Expected Weighted Average Life ” means, with respect to any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (1) the Series 2016-1 Class A-2 Scheduled Principal Payments Amount for each then-remaining Payment Date (based on the Series 2016-1 Class A-2 Scheduled Principal Payments Amounts as of such date and including, without duplication, the amount that is expected to be repaid on the Series 2016-1 Anticipated Repayment Date), by (2) the number of years that will elapse between such date and the dates of such expected payments, by (b) the Series 2016-1 Outstanding Principal Amount as of such date (prior to giving effect to any payments of principal or interest on such date), as calculated by the Manager on behalf of the Co-Issuers.

“ Series 2016-1 Class A-2 Initial Principal Amount ” means the aggregate initial outstanding principal amount of the Series 2016-1 Class A-2 Notes, which is $425,000,000.

“ Series 2016-1 Class A-2 Make-Whole Prepayment Premium ” means, with respect to any Series 2016-1 Prepayment Amount in respect of any Series 2016-1 Class A-2 Notes on which any prepayment premium is due, an amount (not less than zero) equal to (i) the discounted present value as of the relevant Series 2016-1 Make-Whole Premium Calculation Date of all future installments of interest and principal to be made on the Series 2016-1 Class A-2 Notes (or such portion thereof to be prepaid), from the applicable Series 2016-1 Prepayment Date to and including the Make-Whole End Date, assuming all Series 2016-1 Class A-2 Scheduled Principal Payments are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Series 2016-1 Class A-2 Scheduled Principal Payments due to optional and mandatory prepayments, including prepayments in connection with a Rapid Amortization Event, and cancellations of repurchased Notes prior to the date of such prepayment and assuming the Series 2016-1 Class A-2 Scheduled Principal Payments Amount (or ratable amounts thereof based on the portion thereof) being prepaid) are to be made on each Payment Date prior to the Make-Whole End Date and the entire remaining unpaid principal amount of the Series 2016-1 Class A-2 Notes or a portion thereof is paid on the Make-Whole End Date minus (ii) the Outstanding Principal Amount of the Series 2016-1 Class A-2 Notes (or portion thereof) being prepaid.

For the purposes of the calculation of the discounted present value in clause (i) above, such present value shall be determined by the Manager, on behalf of the Master Issuer, using a discount rate equal to the sum of: (x) the yield to maturity (adjusted to a “mortgage equivalent basis” for a monthly-pay security pursuant to the standards and practices of the

Securities Industry and Financial Markets Association), on the date of such prepayment, of the United States Treasury Security having a maturity closest to the Make-Whole End Date plus (y) [0.50]%. For purposes of the Base Indenture, “Series 2016-1 Class A-2 Make-Whole Prepayment Premium” shall be deemed to be a “Prepayment Premium,” and shall be deemed to be “unpaid premiums and make-whole prepayment premiums” for purposes of the Priority of Payments.

“ Series 2016-1 Class A-2 Make-Whole Premium Calculation Date ” has the meaning set forth in Section 3.6(g) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-2 Monthly Interest ” means, with respect to any Interest Period, an amount equal to the sum of (i) the accrued interest at the Series 2016-1 Class A-2 Note Rate on the Series 2016-1 Class A-2 Outstanding Principal Amount (on the first day of such Interest Period after giving effect to all payments of principal made to holders of such Class of Notes on such day and also giving effect to repurchases and cancellations of such Series 2016-1 A-2 Notes) during such Interest Period, calculated based on a 360-day year of twelve 30-day months, and (ii) the amount of any Senior Notes Interest Shortfall Amount with respect to the Series 2016-1 Class A-2 Notes (as determined pursuant to Section 5.14(b) of the Base Indenture), for the immediately preceding Interest Period (together with Additional Senior Notes Interest Shortfall Interest (as determined pursuant to Section 5.14(c) of the Base Indenture) on such Senior Notes Interest Shortfall Amount. For purposes of the Base Indenture, “Series 2016-1 Class A-2 Monthly Interest” shall be deemed to be “Senior Notes Monthly Interest.”

“ Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest ” has the meaning set forth in Section 3.5(b)(i) of the Series 2016-1 Supplement. For purposes of the Base Indenture, the “Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest” shall be deemed to be “Senior Notes Monthly Post-ARD Contingent Interest.”

“ Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest Rate ” has the meaning set forth in Section 3.5(b)(i) of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-2 Noteholder ” means the Person in whose name a Series 2016-1 Class A-2 Note is registered in the Note Register.

“ Series 2016-1 Class A-2 Note Purchase Agreement ” means the Purchase Agreement, dated as of April 12, 2016, by and among the Initial Purchasers, Holdco, the Manager, SRI Real Estate Holdco and the Securitization Entities, as amended, supplemented or otherwise modified from time to time, relating to the Series 2016-1 Class A-2 Notes.

“ Series 2016-1 Class A-2 Note Rate ” means 4.472% per annum.

“ Series 2016-1 Class A-2 Notes ” has the meaning specified in “Designation” of the Series 2016-1 Supplement.

“ Series 2016-1 Class A-2 Outstanding Principal Amount ” means, when used with respect to any date, an amount equal to (a) the Series 2016-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether pursuant to a Series 2016-1 Class A-2 Scheduled Principal Payment, a prepayment, a repurchase and cancellation, a

redemption or otherwise) made to Series 2016-1 Class A-2 Noteholders with respect to Series 2016-1 Class A-2 Notes on or prior to such date. For purposes of the Base Indenture, the “Series 2016-1 Class A-2 Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount.”

“ Series 2016-1 Class A-2 Scheduled Principal Deficiency Amount ” means the amount, if positive, equal to the difference between (i) the Series 2016-1 Class A-2 Scheduled Principal Payments Amount for any Payment Date plus any Series 2016-1 Class A-2 Scheduled Principal Payments Amount due but unpaid from any previous Payment Dates and (ii) the amount of funds on deposit in the Senior Notes Principal Payments Account with respect to the Series 2016-1 Class A-2 Notes.

“ Series 2016-1 Class A-2 Scheduled Principal Payment ” means any payment of principal made pursuant to Section 3.2(f) of the Series 2016-1 Supplement. For purposes of the Base Indenture, the “Series 2016-1 Class A-2 Scheduled Principal Payments” shall be deemed to be “Scheduled Principal Payments.”

“ Series 2016-1 Class A-2 Scheduled Principal Payments Amount ” means with respect to any Payment Date, an amount, based on a 1.00% scheduled annual amortization, equal monthly to 0.083% of the Series 2016-1 Class A-2 Initial Principal Amount.

“ Series 2016-1 Closing Date ” means May 17, 2016.

“ Series 2016-1 Default Rate ” means, (i) with respect to the Series 2016-1 Class A-1 Notes, the Series 2016-1 Class A-1 Note Rate, and (ii) with respect to the Series 2016-1 Class A-2 Notes, the Series 2016-1 Class A-2 Note Rate. For purposes of the Base Indenture, the “Series 2016-1 Default Rate” shall be deemed to be the “Default Rate.”

“ Series 2016-1 Distribution Accounts ” means, collectively, the Series 2016-1 Class A-1 Distribution Account and the Series 2016-1 Class A-2 Distribution Account.

“ Series 2016-1 Extension Elections ” means, collectively, the Series 2016-1 First Extension Election and the Series 2016-1 Second Extension Election.

“ Series 2016-1 Final Payment ” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2016-1 Notes, the expiration or cash collateralization in accordance with the terms of the Series 2016-1 Class A-1 Note Purchase Agreement of all Undrawn L/C Face Amounts, the payment of all fees and expenses and other amounts then due and payable under the Series 2016-1 Class A-1 Note Purchase Agreement and the termination in full of all Commitments.

“ Series 2016-1 Final Payment Date ” means the date on which the Series 2016-1 Final Payment is made.

“ Series 2016-1 First Extension Election ” has the meaning set forth in Section 3.6(b)(i) of the Series 2016-1 Supplement.

“ Series 2016-1 Global Notes ” means, collectively, the Regulation S Global Notes and the Restricted Global Notes.

“ Series 2016-1 Interest Reserve Account Deficiency ” means, when used with respect to any date, that on such date the Series 2016-1 Interest Reserve Amount exceeds the Series 2016-1 Available Interest Reserve Account Amount.

“ Series 2016-1 Interest Reserve Account Deficit Amount ” means, on any Interim Allocation Date with respect to a Monthly Collection Period, the amount, if any, by which (a) the Series 2016-1 Interest Reserve Amount exceeds (b) the Series 2016-1 Available Interest Reserve Account Amount on such date; provided , however , with respect to any Interim Allocation Date with respect to the Monthly Collection Period immediately preceding the Series 2016-1 Final Payment Date or the Series 2016-1 Legal Final Maturity Date, the Series 2016-1 Interest Reserve Account Deficit Amount shall be zero.

“ Series 2016-1 Interest Reserve Amount ” means, for any Interim Allocation Date with respect to a Monthly Collection Period, the amount equal to the sum of: (A)(i) the Series 2016-1 Class A-2 Outstanding Principal Amount as of the immediately preceding Payment Date (after giving effect to any principal payments on such date), multiplied by (ii) the Series 2016-1 Class A-2 Note Rate, divided by (iii) four, plus (B)(i) the Series 2016-1 Class A-1 Maximum Principal Amount as of the immediately preceding Payment Date (after giving effect to any commitment reductions on such date), multiplied by (ii) the Series 2016-1 Class A-2 Note Rate and divided by (iii) four.

“ Series 2016-1 Interest Reserve Release Amount ” means, as of any Accounting Date, the excess, if any, of (i) the amount on deposit in the Senior Notes Interest Reserve Account with respect to the Series 2016-1 Notes over (ii) the Series 2016-1 Interest Reserve Amount.

“ Series 2016-1 Interest Reserve Release Event ” means (i) any reduction in the Outstanding Principal Amount of the Series 2016-1 Class A-2 Notes or (ii) any reduction in the Series 2016-1 Class A-1 Maximum Principal Amount. For purposes of the Indenture, the “Series 2016-1 Interest Reserve Release Event” shall be deemed to be a “Senior Notes Interest Reserve Release Event.”

“ Series 2016-1 Legal Final Maturity Date ” means May 21, 2046. For purposes of the Indenture, the “Series 2016-1 Legal Final Maturity Date” shall be deemed to be a “Series Legal Final Maturity Date.”

“ Series 2016-1 Make-Whole Premium Calculation Date ” has the meaning set forth in Section 3.6(g) of the Series 2016-1 Supplement.

“ Series 2016-1 Noteholders ” means, collectively, the Series 2016-1 Class A-1 Noteholders and the Series 2016-1 Class A-2 Noteholders.

“ Series 2016-1 Note Owner ” means, with respect to a Series 2016-1 Note that is a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a

Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“ Series 2016-1 Notes ” means, collectively, the Series 2016-1 Class A-1 Notes and the Series 2016-1 Class A-2 Notes.

“ Series 2016-1 Outstanding Principal Amount ” means, with respect to any date, the sum of the Series 2016-1 Class A-1 Outstanding Principal Amount, plus the Series 2016-1 Class A-2 Outstanding Principal Amount.

“ Series 2016-1 Prepayment ” has the meaning set forth in Section 3.6(g) of the Series 2016-1 Supplement.

“ Series 2016-1 Prepayment Amount ” has the meaning set forth in Section 3.6(g) of the Series 2016-1 Supplement.

“ Series 2016-1 Prepayment Date ” has the meaning set forth in Section 3.6(g) of the Series 2016-1 Supplement.

“ Series 2016-1 Second Extension Election ” has the meaning set forth in Section 3.6(b)(ii) of the Series 2016-1 Supplement.

“ Series 2016-1 Securities Intermediary ” has the meaning set forth in Section 3.9(a) of the Series 2016-1 Supplement.

“ Series 2016-1 Supplement ” means the Series 2016-1 Supplement, dated as of May [17], 2016, among the Co-Issuers, the Trustee and the Series 2016-1 Securities Intermediary, as amended, supplemented or otherwise modified from time to time.

“ Series 2016-1 Supplemental Definitions List ” has the meaning set forth in Article I of the Series 2016-1 Supplement.

“ Series Non-Amortization Test ” means a test that will be satisfied on any Payment Date if (i) the level of the Holdco Leverage Ratio (calculated without giving effect to undrawn commitments under any Variable Funding Note Purchase Agreement) is less than or equal to 4.5x as of the Accounting Date preceding such Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing as of the Accounting Date preceding such Payment Date.

“ Similar Law ” means any federal, state, local, non-U.S. or other laws or regulations that are similar to Part 4 of Title I of ERISA or Section 4975 of the Code.

“ Specified Rating Agencies ” means any of Standard & Poor’s, Moody’s or Fitch, as applicable.

“ STAMP ” has the meaning set forth in Section 4.3(a) of the Series 2016-1 Supplement.

“ Subfacility Decrease ” has the meaning set forth in Section 2.2(d) of the Series 2016-1 Supplement.

“ Subfacility Increase ” has the meaning set forth in Section 2.1(b) of the Series 2016-1 Supplement.

“ Swingline Commitment ” means the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.06 of the Series 2016-1 Class A-1 Note Purchase Agreement in an aggregate principal amount at any one time outstanding not to exceed $[ ], as such amount may be reduced or increased pursuant to Section 2.06(i) of the Series 2016-1 Class A-1 Note Purchase Agreement or reduced pursuant to Section 2.05(b) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Swingline Lender ” means Coöperatieve Rabobank, U.A., New York Branch, in its capacity as maker of Swingline Loans, and its permitted successors and assigns in such capacity.

“ Swingline Loan Request ” has the meaning set forth in Section 2.06(b) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Swingline Loans ” has the meaning set forth in Section 2.06(a) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Swingline Participation Amount ” has the meaning set forth in Section 2.06(f) of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Undrawn Commitment Fees ” has the meaning set forth in Section 3.02 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Undrawn L/C Face Amounts ” means, at any time, the aggregate then undrawn and unexpired face amount of any Letters of Credit outstanding at such time.

“ Unreimbursed L/C Drawings ” means, at any time, the aggregate amount of any L/C Reimbursement Amounts that have not then been reimbursed pursuant to Section 2.08 of the Series 2016-1 Class A-1 Note Purchase Agreement.

“ Unrestricted Global Notes ” has the meaning set forth in Section 4.2(b) of the Series 2016-1 Supplement.

“ U.S. Person ” has the meaning set forth in Section 4.2 of the Series 2016-1 Supplement.

“ Voluntary Decrease ” has the meaning set forth in Section 2.2(b) of the Series 2016-1 Supplement.

EXHIBIT A-1-1

FORM OF SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1
SUBCLASS: SERIES 2016-1 CLASS A-1 ADVANCE NOTE

THE ISSUANCE AND SALE OF THIS SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2016-1 CLASS A-1 ADVANCE NOTE, HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE SERIES 2016-1 CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF APRIL 12, 2016 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE MANAGER, THE INVESTORS, THE SERIES 2016-1 NOTEHOLDERS, THE SERIES 2016-1 SUBFACILITY NOTEHOLDERS AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS ADMINISTRATIVE AGENT.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO INCREASES AND DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

REGISTERED

SEE REVERSE FOR CERTAIN CONDITIONS

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC

SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1
SUBCLASS: SERIES 2016-1 CLASS A-1 ADVANCE NOTE

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “ Co-Issuers ”), for value received, hereby jointly and severally promise to pay to [____________] or registered assigns, up to the principal sum of [___________________________] DOLLARS ($[____________]) or such lesser amount as shall equal the portion of the Series 2016-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided , however , that the entire unpaid principal amount of this Note shall be due on May 21, 2046 (the “ Series 2016-1 Legal Final Maturity Date ”). Pursuant to the Series 2016-1 Class A-1 Note Purchase Agreement and the Series 2016-1 Supplement, the principal amount of this Note may be subject to Increases or Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2016-1 Class A-1 Notes may be paid earlier than the Series 2016-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2016-1 Class A-1 Advance Note (this “ Note ”) at the Series 2016-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day,

the next succeeding Business Day) of each calendar month, commencing June 20, 2016 (each, a “ Payment Date ”). Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including May 17, 2016 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “ Interest Period ”). Such amounts due on this Note with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2016-1 Class A-1 Monthly Post-ARD Contingent Rate, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the Undrawn Commitment Fees and other fees, costs and expense reimbursements, indemnification amounts and other amounts due and payable in accordance with the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Increase and Decrease with respect thereto and the Series 2016-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2016-1 Class A-1 Outstanding Principal Amount.

The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency & Trust – Sonic Capital LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

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

[Remainder of page intentionally left blank]

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

Date:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2016-1 Class A-1 Advance Notes issued under the within-mentioned Indenture.

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2016-1 Class A-1 Notes of the Co-Issuers designated as their Series 2016-1 Variable Funding Senior Secured Notes, Class A-1 (herein called the “ Series 2016-1 Class A-1 Notes ”), and is one of the Subclass thereof designated as the Series 2016-1 Class A-1 Advance Notes (herein called the “ Series 2016-1 Class A-1 Advance Notes ”), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the “ Base Indenture ”), among the Co-Issuers and Citibank, N.A., as trustee (the “ Trustee , ” which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2016-1 Supplement to the Base Indenture, dated as of May 17, 2016 (the “ Series 2016-1 Supplement ”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2016-1 Supplement are referred to herein as the “ Indenture . ” The Series 2016-1 Class A-1 Advance Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2016-1 Class A-1 Advance Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

As provided for in the Indenture, the Series 2016-1 Class A-1 Advance Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2016-1 Class A-1 Advance Notes are subject to mandatory prepayment as provided for in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2016-1 Legal Final Maturity Date. Subject to the terms and conditions of the Series 2016-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2016-1 Class A-1 Advance Notes will be made pro rata to the holders of Series 2016-1 Class A-1 Advance Notes entitled thereto based on the amounts due to such holders.

Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and fees and contingent interest, if any, will each accrue on the Series 2016-1 Class A-1 Advance Notes at the rates set forth in the Indenture. Such amounts will be computed on the basis set forth in the Indenture. Amounts payable on the Series 2016-1 Class A-1 Advance Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Unless otherwise specified in the Series 2016-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2016-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Series 2016-1 Class A-1 Distribution Account no later than 12:30 p.m. (New

York City time) if a Series 2016-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2016-1 Class A-1 Noteholder at the address for such Series 2016-1 Class A-1 Noteholder appearing in the Note Register if such Series 2016-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided , however , that the final principal payment due on a Series 2016-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2016-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2016-1 Class A-1 Note at the applicable Corporate Trust Office.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2016-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2016-1 Supplement, and thereupon one or more new Series 2016-1 Class A-1 Advance Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2016-1 Class A-1 Noteholder, by acceptance of a Series 2016-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2016-1 Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided , however , that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2016-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2016-1 Class A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2016-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2016-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain

exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2016-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2016-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2016-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2016-1 Class A-1 Noteholder and upon all future Series 2016-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Title I of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its acquisition and holding of this Note (or any interest herein) does not constitute and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2016-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.

[Remainder of page intentionally left blank]

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:_____________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , ___________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

EXHIBIT A-1-2

FORM OF SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1
SUBCLASS: SERIES 2016-1 CLASS A-1 SWINGLINE NOTE

THE ISSUANCE AND SALE OF THIS SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2016-1 CLASS A-1 SWINGLINE NOTE, HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE SERIES 2016-1 CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF APRIL 12, 2016 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE MANAGER, THE INVESTORS, THE SERIES 2016-1 NOTEHOLDERS, THE SERIES 2016-1 SUBFACILITY NOTEHOLDERS AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS ADMINISTRATIVE AGENT.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

REGISTERED

SEE REVERSE FOR CERTAIN CONDITIONS

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC

SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1
SUBCLASS: SERIES 2016-1 CLASS A-1 SWINGLINE NOTE

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “ Co-Issuers ”), for value received, hereby jointly and severally promise to pay to COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH or registered assigns, up to the principal sum of THIRTY MILLION DOLLARS ($30,000,000) or such lesser amount as shall equal the portion of the Series 2016-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided , however , that the entire unpaid principal amount of this Note shall be due on May 21, 2046 (the “ Series 2016-1 Legal Final Maturity Date ”). Pursuant to the Series 2016-1 Class A-1 Note Purchase Agreement and the Series 2016-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the

Commitment Term, and principal with respect to the Series 2016-1 Class A-1 Notes may be paid earlier than the Series 2016-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2016-1 Class A-1 Swingline Note (this “ Note ”) at the Series 2016-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2016 (each, a “ Payment Date ”). Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including May 17, 2016 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “ Interest Period ”). Such amounts due with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2016-1 Class A-1 Monthly Post-ARD Contingent Rate and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Subfacility Increase and Subfacility Decrease with respect thereto and the Series 2016-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2016-1 Class A-1 Outstanding Principal Amount.

The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency & Trust – Sonic Capital LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

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

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

Date:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2016-1 Class A-1 Swingline Notes issued under the within-mentioned Indenture.

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2016-1 Class A-1 Notes of the Co-Issuers designated as their Series 2016-1 Variable Funding Senior Secured Notes, Class A-1 (herein called the “ Series 2016-1 Class A-1 Notes ”), and is one of the Subclass thereof designated as the Series 2016-1 Class A-1 Swingline Notes (herein called the “ Series 2016-1 Class A-1 Swingline Notes ”), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the “ Base Indenture ”), among the Co-Issuers and Citibank, N.A., as trustee (the “ Trustee ,” which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2016-1 Supplement to the Base Indenture, dated as of May 17, 2016 (the “ Series 2016-1 Supplement ”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2016-1 Supplement are referred to herein as the “ Indenture . ” The Series 2016-1 Class A-1 Swingline Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2016-1 Class A-1 Swingline Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

As provided for in the Indenture, the Series 2016-1 Class A-1 Swingline Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2016-1 Class A-1 Swingline Notes are subject to mandatory prepayment as provided for in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2016-1 Legal Final Maturity Date. Subject to the terms and conditions of the Series 2016-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2016-1 Class A-1 Swingline Notes will be made pro rata to the holders of Series 2016-1 Class A-1 Swingline Notes entitled thereto based on the amounts due to such holders.

Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and contingent interest, if any, will each accrue on the Series 2016-1 Class A-1 Swingline Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. Amounts payable on the Series 2016-1 Class A-1 Swingline Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Unless otherwise specified in the Series 2016-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2016-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Series 2016-1 Class A-1 Distribution Account no later than 12:30 p.m. (New

York City time) if a Series 2016-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2016-1 Class A-1 Noteholder at the address for such Series 2016-1 Class A-1 Noteholder appearing in the Note Register if such Series 2016-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided , however , that the final principal payment due on a Series 2016-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2016-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2016-1 Class A-1 Note at the applicable Corporate Trust Office.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2016-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2016-1 Supplement, and thereupon one or more new Series 2016-1 Class A-1 Swingline Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2016-1 Class A-1 Noteholder, by acceptance of a Series 2016-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2016-1 Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided , however , that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2016-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2016-1 Class A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2016-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2016-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain

exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2016-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2016-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2016-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2016-1 Class A-1 Noteholder and upon all future Series 2016-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Title I of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its acquisition and holding of this Note (or any interest herein) does not constitute and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2016-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: _____________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

EXHIBIT A-1-3

FORM OF SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1
SUBCLASS: SERIES 2016-1 CLASS A-1 L/C NOTE

THE ISSUANCE AND SALE OF THIS SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2016-1 CLASS A-1 L/C NOTE, HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE SERIES 2016-1 CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF APRIL 12, 2016 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE MANAGER, THE INVESTORS, THE SERIES 2016-1 NOTEHOLDERS, THE SERIES 2016-1 SUBFACILITY NOTEHOLDERS AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS ADMINISTRATIVE AGENT.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ALL L/C OBLIGATIONS RELATING TO LETTERS OF CREDIT ISSUED BY THE HOLDER OF THIS NOTE (WHETHER IN RESPECT OF UNDRAWN L/C FACE AMOUNTS OR UNREIMBURSED L/C DRAWINGS) SHALL BE DEEMED TO BE PRINCIPAL OUTSTANDING UNDER THIS NOTE FOR ALL PURPOSES OF THIS AGREEMENT, THE INDENTURE AND THE OTHER RELATED DOCUMENTS OTHER THAN (I) THE CALCULATION OF UNDRAWN COMMITMENT FEES AND (II) IN THE CASE OF UNDRAWN L/C FACE AMOUNTS, FOR PURPOSES OF ACCRUAL OF INTEREST. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

REGISTERED

SEE REVERSE FOR CERTAIN CONDITIONS

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC

SERIES 2016-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1
SUBCLASS: SERIES 2016-1 CLASS A-1 L/C NOTE

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “ Co-Issuers ”), for value received, hereby jointly and severally promise to pay to COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH or registered assigns, up to the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000) or such lesser amount as shall equal the portion of the Series 2016-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the

Indenture described herein; provided , however , that the entire unpaid principal amount of this Note shall be due on May 21, 2046 (the “ Series 2016-1 Legal Final Maturity Date ”). The initial outstanding principal amount of this Note shall equal the Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount. Pursuant to the Series 2016-1 Class A-1 Note Purchase Agreement and the Series 2016-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2016-1 Class A-1 Notes may be paid earlier than the Series 2016-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2016-1 Class A-1 L/C Note (this “ Note ”) at the Series 2016-1 Class A-1 Note Rate and the Series 2016-1 Class A-1 L/C Fees, in each case, for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2016 (each, a “ Payment Date ”). Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including May 17, 2016 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “ Interest Period ”). Such amounts due on this Note with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest and fees on this Note at the Series 2016-1 Class A-1 Monthly Post-ARD Contingent Interest Rate and such contingent interest and fees shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2016-1 Class A-1 Note Purchase Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Increase and Decrease with respect thereto and the Series 2016-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2016-1 Class A-1 Outstanding Principal Amount.

The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for

information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency & Trust — Sonic Capital LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

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

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

Date:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2016-1 Class A-1 L/C Notes issued under the within-mentioned Indenture.

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2016-1 Class A-1 Notes of the Co-Issuers designated as their Series 2016-1 Variable Funding Senior Secured Notes, Class A-1 (herein called the “ Series 2016-1 Class A-1 Notes ”), and is one of the Subclass thereof designated as the Series 2016-1 Class A-1 L/C Notes (herein called the “ Series 2016-1 Class A-1 L/C Notes ”), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the “ Base Indenture ”), among the Co-Issuers and Citibank, N.A., as trustee (the “ Trustee ,” which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2016-1 Supplement to the Base Indenture, dated as of May 17, 2016 (the “ Series 2016-1 Supplement ”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2016-1 Supplement are referred to herein as the “ Indenture . ” The Series 2016-1 Class A-1 L/C Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2016-1 Class A-1 L/C Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

All L/C Obligations relating to Letters of Credit issued by the holder of this Note (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under this Note for all purposes of this Agreement, the Indenture and the other Related Documents other than (i) the calculation of Undrawn Commitment Fees and (ii) in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. As provided for in the Indenture, the Series 2016-1 Class A-1 L/C Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2016-1 Class A-1 L/C Notes are subject to mandatory prepayment as provided for in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2016-1 Legal Final Maturity Date. Subject to the terms and conditions of the Series 2016-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2016-1 Class A-1 L/C Notes will be made pro rata to the holders of Series 2016-1 Class A-1 L/C Notes entitled thereto based on the amounts due to such holders.

Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and fees and contingent interest and fees, if any, will each accrue on the Series 2016-1 Class A-1 L/C Notes at the rates set forth in the Indenture. Such amounts will be computed on the basis set forth in the Indenture. Amounts payable on the Series 2016-1 Class A-1 L/C Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Unless otherwise specified in the Series 2016-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2016-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Series 2016-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2016-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2016-1 Class A-1 Noteholder at the address for such Series 2016-1 Class A-1 Noteholder appearing in the Note Register if such Series 2016-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided , however , that the final principal payment due on a Series 2016-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2016-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2016-1 Class A-1 Note at the applicable Corporate Trust Office.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2016-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2016-1 Supplement, and thereupon one or more new Series 2016-1 Class A-1 L/C Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2016-1 Class A-1 Noteholder, by acceptance of a Series 2016-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2016-1 Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided , however , that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2016-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2016-1 Class A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2016-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2016-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2016-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2016-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2016-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2016-1 Class A-1 Noteholder and upon all future Series 2016-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Title I of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its acquisition and holding of this Note (or any interest herein) does not constitute and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2016-1 Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: ____________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints __________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

EXHIBIT A-2-1

THE ISSUANCE AND SALE OF THIS RESTRICTED GLOBAL SERIES 2016-1 CLASS A-2 NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC OR SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SONIC CAPITAL LLC OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE THAT IS NOT A COMPETITOR AND IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, THAT IS NOT A COMPETITOR AND IS A QUALIFIED INSTITUTIONAL BUYER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE THAT IS NEITHER A COMPETITOR NOR A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, THAT IS NEITHER A COMPETITOR NOR A U.S. PERSON (AS DEFINED IN REGULATION S), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A QUALIFIED INSTITUTIONAL BUYER AND IS NOT A COMPETITOR OR (Y) NOT A “U.S. PERSON” AS DEFINED IN REGULATION S, ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS NEITHER A COMPETITOR NOR A “U.S. PERSON,” IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S, (B) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (C) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, AND (D) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES.

EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A RESTRICTED GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFEREE CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.

ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO AN INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED (I) TO BE A COMPETITOR OR (II) NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS (I) NOT A COMPETITOR AND (II) A QUALIFIED INSTITUTIONAL BUYER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A TRANSFEREE TAKING DELIVERY IN THE FORM OF AN INTEREST IN A RESTRICTED GLOBAL NOTE THAT IS DETERMINED TO HAVE BEEN A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF THE TRANSFER.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE (I) A COMPETITOR OR (II) A “U.S. PERSON” THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS (I) NOT A COMPETITOR AND (II) EITHER IS A QUALIFIED INSTITUTIONAL BUYER OR NOT A “U.S. PERSON” IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A TRANSFEREE TAKING DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED GLOBAL NOTE THAT IS DETERMINED TO HAVE BEEN A COMPETITOR OR A “U.S. PERSON” AT THE TIME OF THE TRANSFER.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“ DTC ”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED

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

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

FORM OF RESTRICTED GLOBAL SERIES 2016-1 CLASS A-2 NOTE

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP Number: 83546D AD0
ISIN Number: US83546DAD03

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC

4.472% FIXED RATE SERIES 2016-1 SENIOR SECURED NOTES, CLASS A-2

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “ Co-Issuers ”), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of FOUR HUNDRED TWENTY FIVE MILLION DOLLARS ($425,000,000) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided , however , that the entire unpaid principal amount of this Note shall be due on May 21, 2046 (the “ Series 2016-1 Legal Final Maturity Date ”). The Co-Issuers will pay interest on this Restricted Global Series 2016-1 Class A-2 Note (this “ Note ”) at the Series 2016-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2016 (each, a “ Payment Date ”). Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including May 17, 2016 to but excluding the first Payment Date and (ii) thereafter, the period from and including a Payment Date to but excluding the following Payment Date (each, an

“ Interest Period ”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest Rate, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Regulation S Global Note or an Unrestricted Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 4.2(c) of the Series 2016-1 Supplement.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency & Trust – Sonic Capital LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

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

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

Date:

CERTIFICATE OF AUTHENTICATION

This is one of the Series 2016-1 Class A-2 Notes issued under the within-mentioned Indenture.

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Series 2016-1 Class A-2 Notes of the Co-Issuers designated as their 4.472% Fixed Rate Series 2016-1 Senior Secured Notes, Class A-2 (herein called the “ Series 2016-1 Class A-2 Notes ”), all issued under (i) the Base Indenture, dated as of May 20, 2011 (such Base Indenture, as amended, supplemented or modified, is herein called the “ Base Indenture ”), among the Co-Issuers and Citibank, N.A., as trustee (the “ Trustee ,” which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2016-1 Supplement to the Base Indenture, dated as of May 17, 2016 (the “ Series 2016-1 Supplement ”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2016-1 Supplement are referred to herein as the “ Indenture . ” The Series 2016-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Series 2016-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture.

The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof.

As provided for in the Indenture, the Series 2016-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2016-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2016-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2016-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2016-1 Legal Final Maturity Date. All payments of principal of the Series 2016-1 Class A-2 Notes will be made pro rata to the Series 2016-1 Class A-2 Noteholders entitled thereto.

Principal of and interest on this Note which is payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be.

Interest and contingent interest, if any, will each accrue on the Series 2016-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2016-1 Class A-2 Notes on each Payment Date will be calculated as set forth in the Indenture.

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments.

If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2016-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2016-1 Supplement, and thereupon one or more new Series 2016-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2016-1 Class A-2 Noteholder, by acceptance of a Series 2016-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2016-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided , however , that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.

It is the intent of the Co-Issuers and each Series 2016-1 Class A-2 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2016-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2016-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity.

The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2016-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2016-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2016-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2016-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2016-1 Class A-2 Noteholder and

upon all future Series 2016-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Title I of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its acquisition and holding of this Note (or any interest herein) does not constitute and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

The term “Co-Issuer” as used in this Note includes any successor to the Co-Issuers under the Indenture.

The Series 2016-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: _____________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

SCHEDULE OF EXCHANGES IN RESTRICTED GLOBAL SERIES 2016-1
CLASS A-2 NOTE

The initial principal balance of this Restricted Global Series 2016-1 Class A-2 Note is $425,000,000. The following exchanges of an interest in this Restricted Global Series 2016-1 Class A-2 Note for an interest in a corresponding Regulation S Global Series 2016-1 Class A-2 Note or an Unrestricted Global Series 2016-1 Class A-2 Note have been made:

EXHIBIT A-2-2

THE ISSUANCE AND SALE OF THIS REGULATION S GLOBAL SERIES 2016-1 CLASS A-2 NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES LLC, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC OR SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO SONIC CAPITAL LLC OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE THAT IS NOT A COMPETITOR AND IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, THAT IS NOT A COMPETITOR AND IS A QUALIFIED INSTITUTIONAL BUYER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE THAT IS NEITHER A COMPETITOR NOR A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, THAT IS NEITHER A COMPETITOR NOR A U.S. PERSON (AS DEFINED IN REGULATION S), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A QUALIFIED INSTITUTIONAL BUYER AND IS NOT A COMPETITOR OR (Y) NOT A “U.S. PERSON” AS DEFINED IN REGULATION S, ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS NEITHER A COMPETITOR NOR A “U.S. PERSON,” IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S, (B) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (C) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, AND (D) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES.

UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER OR NOT A “U.S. PERSON” AS DEFINED IN REGULATION S, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A PERSON THAT IS THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER OR NOT A “U.S. PERSON” AS DEFINED IN REGULATION S AND IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT.

EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFEREE CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.

ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO AN INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED (I) TO BE A COMPETITOR OR (II) NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS (I) NOT A COMPETITOR AND (II) A QUALIFIED INSTITUTIONAL BUYER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A TRANSFEREE TAKING DELIVERY IN THE FORM OF AN INTEREST IN A RESTRICTED GLOBAL NOTE THAT IS DETERMINED TO HAVE BEEN A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF THE TRANSFER.

IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE (I) A COMPETITOR OR (II) A “U.S. PERSON” THAT IS NOT

A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS (I) NOT A COMPETITOR AND (II) EITHER IS A QUALIFIED INSTITUTIONAL BUYER OR NOT A “U.S. PERSON” IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A TRANSFEREE TAKING DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED GLOBAL NOTE THAT IS DETERMINED TO HAVE BEEN A COMPETITOR OR A “U.S. PERSON” AT THE TIME OF THE TRANSFER.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“ DTC ”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

FORM OF REGULATION S GLOBAL SERIES 2016-1 CLASS A-2 NOTE

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP Number: U83549 AC6
ISIN Number: USU83549AC60

SONIC CAPITAL LLC,
SONIC INDUSTRIES LLC,
AMERICA’S DRIVE-IN BRAND PROPERTIES LLC,
AMERICA’S DRIVE-IN RESTAURANTS LLC,
SRI REAL ESTATE HOLDING LLC and
SRI REAL ESTATE PROPERTIES LLC

4.472% FIXED RATE SERIES 2016-1 SENIOR SECURED NOTES, CLASS A-2

SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Delaware, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “ Co-Issuers ”), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of FOUR HUNDRED TWENTY FIVE MILLION DOLLARS ($425,000,000) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided , however , that the entire unpaid principal amount of this Note shall be due on May 21, 2046 (the “ Series 2016-1 Legal Final Maturity Date ”). The Co-Issuers will pay interest on this Restricted Global Series 2016-1 Class A-2 Note (this “ Note ”) at the Series 2016-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing June 20, 2016 (each, a “ Payment Date ”). Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including May 17, 2016 to but excluding the first Payment Date and (ii) thereafter, the

period from and including a Payment Date to but excluding the following Payment Date (each, an “ Interest Period ”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2016-1 Class A-2 Monthly Post-ARD Contingent Interest Rate, as applicable, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture.

This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Restricted Global Note or an Unrestricted Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 4.2(c) of the Series 2016-1 Supplement.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency & Trust — Sonic Capital LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture.

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

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