<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>indarb.txt
<DESCRIPTION>INDENTURE ARBY'S
<TEXT>

									Exhibit 4.2

                                    INDENTURE

                          dated as of November 21, 2000

                                      among

                             ARBY'S FRANCHISE TRUST,

                                   as Issuer,

                          AMBAC ASSURANCE CORPORATION,

                                   as Insurer

                                       and

              BNY MIDWEST TRUST COMPANY, A BANK OF NEW YORK COMPANY

                              as Indenture Trustee



                                TABLE OF CONTENTS

                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.01   Definitions....................................................
SECTION 1.02   Interpretation.................................................

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01   Forms Generally................................................
SECTION 2.02   Forms of Notes and Certificates of Authentication..............
SECTION 2.03   Authorized Amount; Denominations...............................
SECTION 2.04   Execution, Authentication, Delivery and Dating.................
SECTION 2.05   Registration of Notes, Registration of Transfers and Exchange..
SECTION 2.06   Mutilated, Defaced, Destroyed, Lost or Stolen Notes............
SECTION 2.07   Payment of Principal and Interest; Principal and Interest Rights
               Preserved......................................................
SECTION 2.08   Persons Deemed Owners..........................................
SECTION 2.09   Cancellation...................................................
SECTION 2.10   Tax Purposes...................................................
SECTION 2.11   Withholding Tax................................................
SECTION 2.12   Actions Under the Policy.......................................
SECTION 2.13   Subrogation Rights of the Insurer; Payment of Reimbursements...
SECTION 2.14   Additional Covenant of the Insurer.............................
SECTION 2.15   Policy Account.................................................

                                  ARTICLE THREE

                          REPRESENTATIONS AND COVENANTS

SECTION 3.01   Payment of Principal and Interest..............................
SECTION 3.02   Maintenance of Office or Agency................................
SECTION 3.03   Money for Note Payments to Be Held in Trust....................
SECTION 3.04   Existence of the Issuer........................................
SECTION 3.05   Protection of Trust Estate.....................................
SECTION 3.06   Performance of Obligations.....................................
SECTION 3.07   Negative Covenants.............................................
SECTION 3.08   Issuer May Not Consolidate, Etc., Without Consent..............
SECTION 3.09   Successor Substituted..........................................
SECTION 3.10   No Other Business..............................................
SECTION 3.11   Indebtedness...................................................
SECTION 3.12   Representations and Warranties.................................
SECTION 3.13   Note Interest Amount; Note Principal Amount....................
SECTION 3.14   Affirmative Covenants..........................................
SECTION 3.15   Further Assurances.............................................
SECTION 3.16   Financial Covenants............................................

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 4.01   Satisfaction and Discharge of Indenture........................
SECTION 4.02   Application of Trust Money.....................................
SECTION 4.03   Reinstatement..................................................

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.01   Events of Default..............................................
SECTION 5.02   Insurer Defaults...............................................
SECTION 5.03   [Reserved].....................................................
SECTION 5.04   [Reserved].....................................................
SECTION 5.05   Acceleration of Maturity; Rescission and Annulment.............
SECTION 5.06   Enforcement; Recourse Limited to Collateral....................
SECTION 5.07   Application of Monies Collected by Indenture Trustee...........
SECTION 5.08   Waiver of Appraisement, Valuation, Stay and Right to Marshaling.
SECTION 5.09   Remedies Cumulative; Delay or Omission Not a Waiver............
SECTION 5.10   Control by the Insurer.........................................

                                   ARTICLE SIX

                              THE INDENTURE TRUSTEE

SECTION 6.01   Certain Duties and Responsibilities............................
SECTION 6.02   Notice of Default..............................................
SECTION 6.03   Certain Rights of Indenture Trustee............................
SECTION 6.04   Not Responsible for Recitals or Issuance of Notes..............
SECTION 6.05   May Hold Notes.................................................
SECTION 6.06   Money Held in Trust............................................
SECTION 6.07   Compensation and Reimbursement.................................
SECTION 6.08   Resignation and Removal; Appointment of Successor..............
SECTION 6.09   Acceptance of Appointment by Successor.........................
SECTION 6.10   Merger, Conversion, Consolidation or Succession to Business of
               Indenture Trustee..............................................
SECTION 6.11   Limitation of Liability........................................

                                  ARTICLE SEVEN

                                   [RESERVED]

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

SECTION 8.01   Supplemental Indentures Without Consent of Noteholders.........
SECTION 8.02   Consents to Supplemental Indentures............................
SECTION 8.03   Execution of Supplemental Indentures...........................
SECTION 8.04   Effect of Supplemental Indentures..............................
SECTION 8.05   Reference in Notes to Supplemental Indenture...................

                                  ARTICLE NINE

                               REDEMPTION OF NOTES

SECTION 9.01   Optional Redemption, Election to Redeem.........................
SECTION 9.02   Notice to Indenture Trustee, and Insurer of Optional Redemption.
SECTION 9.03   Notice of Optional Redemption or Maturity by the Issuer.........
SECTION 9.04   Notes Payable on Optional Redemption Date.......................
SECTION 9.05   Mandatory Redemption............................................

                                   ARTICLE TEN

                 COLLECTION OF FUNDS AND MAINTENANCE OF ACCOUNTS

SECTION 10.01   Segregation of Money..........................................
SECTION 10.02   Collection Account; Canadian Sub-Account......................
SECTION 10.03   Disbursement of Monies from Collection Account. Distribution of
                Available Funds...............................................
SECTION 10.04   Reports.......................................................
SECTION 10.05   [Reserved]....................................................
SECTION 10.06   Notices to the Insurer and the Rating Agencies................
SECTION 10.07   Debt Service Reserve Account..................................
SECTION 10.08   Seasonality Coverage Account..................................
SECTION 10.09   Indemnification Account.......................................

                                 ARTICLE ELEVEN

                             SUBSTITUTION OF DEBTOR

SECTION 11.01   Conditions to Substitution....................................
SECTION 11.02   No Regard to Consequences for Individual Holders..............
SECTION 11.03   Effect of Substitution........................................

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01   Form of Documents Delivered to Indenture Trustee..............
SECTION 12.02   Governing Law.................................................
SECTION 12.03   Notices, Etc. to Indenture Trustee, Issuer, Insurer, the
                Ratings Agencies and the Servicers............................
SECTION 12.04   Notices and Reports to Noteholders; Waiver of Notice..........
SECTION 12.05   Effect of Headings and Table of Contents......................
SECTION 12.06   Successors and Assigns........................................
SECTION 12.07   Severability..................................................
SECTION 12.08   Benefits of Indenture.........................................
SECTION 12.09   Counterparts..................................................
SECTION 12.10   Submission to Jurisdiction....................................
SECTION 12.11   Resignation or Removal of a Servicer..........................
SECTION 12.12   Calculations..................................................
SECTION 12.13   Prescription..................................................
SECTION 12.14   No Petition...................................................




EXHIBIT A-1     FORM OF TEMPORARY REGULATION S GLOBAL NOTE
EXHIBIT A-2     FORM OF PERMANENT REGULATION S GLOBAL NOTE
EXHIBIT B       FORM OF RULE 144A GLOBAL NOTE
EXHIBIT C       FORM OF DEFINITIVE NOTE
EXHIBIT D       FORM OF REGISTERED NOTE
EXHIBIT E       FORM OF CLEARANCE CERTIFICATE FOR DELIVERY OF PERMANENT
                REGULATION S GLOBAL NOTES
EXHIBIT F       FORM OF CERTIFICATE OF NON- U.S. OWNERSHIP
EXHIBIT G       FORM OF TRANSFEROR CERTIFICATE FOR TRANSFER OF NOTES (RULE 144A)
EXHIBIT H       FORM OF TRANSFEREE CERTIFICATE FOR TRANSFER OF NOTES (RULE 144A)
EXHIBIT I       FORM OF TRANSFEROR CERTIFICATE FOR TRANSFER OF NOTES
                (REGULATION S)
EXHIBIT J       FORM OF TRANFEREE CERTIFICATE FOR TRANSFER OF NOTES
                (REGULATION S)
EXHIBIT K       FORM OF DTC NOTICE TO INVESTORS
EXHIBIT L       TARGETED PRINCIPAL AMORTIZATION SCHEDULE
EXHIBIT M       FORMS OF REPORTS





                  INDENTURE,  dated  as  of  November  21,  2000,  among  ARBY'S
FRANCHISE TRUST, a business trust formed under the laws of the State of Delaware
(the  "Issuer"),  AMBAC  ASSURANCE  CORPORATION,  a  Wisconsin  stock  insurance
corporation (the "Insurer"),  and BNY MIDWEST TRUST COMPANY,  A BANK OF NEW YORK
COMPANY,  an  Illinois  banking  corporation,  as  indenture  trustee  (in  such
capacity,  together with its permitted  successors and assigns in such capacity,
the "Indenture Trustee").

                              PRELIMINARY STATEMENT

                  The Issuer is duly  authorized  to execute  and  deliver  this
Indenture to provide for the Notes issuable as provided in this  Indenture.  All
covenants  and  agreements  made by the Issuer  herein are for the  benefit  and
security  of the  Secured  Parties.  Concurrently  with  the  execution  of this
Indenture and the issuance of the Notes and subject to the terms and  conditions
contained in the Insurance Agreement,  the Insurer will issue and deliver to and
in favor of the Indenture  Trustee for the benefit of the Noteholders the Policy
which,   subject   to   certain   terms  and   conditions   contained   therein,
unconditionally  and irrevocably  guarantees the payment of interest  payable on
each Payment Date (other than Additional  Interest) and payment of any Aggregate
Outstanding  Principal  Amount  remaining on the Legal Final Payment Date to the
Noteholders.  The Issuer is  entering  into this  Indenture,  and the  Indenture
Trustee  is  accepting  the  trusts  created  hereby,   for  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.

                  All things necessary to make this Indenture a valid agreement
of the Issuer in accordance  with its terms have been done.

                                GRANTING CLAUSES

                  To secure (A) the payment of the  principal of and interest on
the Notes authenticated and delivered hereunder,  (B) the payment of amounts due
and  payable to the Insurer as provided  herein and in the  Insurance  Agreement
(including  but not limited to the  Premium),  (C) the payment to the  Indenture
Trustee of all Indenture Trustee Fees if and when due and payable as provided in
this  Indenture and (D) the payment and  performance  of all other  obligations,
covenants and liabilities of the Issuer arising under this Indenture,  the Notes
and the Insurance Agreement, the Issuer hereby Grants a security interest to the
Indenture Trustee,  for the benefit and security of the Secured Parties,  in all
of its right, title and interest,  whether now owned or hereafter  acquired,  in
and to all  accounts,  contract  rights,  general  intangibles,  chattel  paper,
instruments,  financial assets, documents, money, deposit accounts, certificates
of deposit,  goods,  letters of credit,  advices of credit, and certificated and
uncertificated  securities  consisting of, arising from, or relating to: (i) the
Franchisee  Payments  and  Franchise   Documents,   including  the  present  and
continuing  exclusive  right,  remedy,  power and authority to exercise each and
every right,  remedy,  power and  authority of the Issuer under or in respect of
the Franchisee  Payments and Franchise  Documents but excluding the  Pre-Cut-Off
Date Franchisee Payments; (ii) the present and continuing exclusive right, power
and authority,  subject to the provisions of the Servicing  Agreements,  to make
claim for,  collect,  receive  and make  receipt  for any of the sums,  amounts,
income,  revenues,  issues,  profits and proceeds  under,  on account of or with
respect to, the Franchise  Assets  (excluding the  Pre-Cut-Off  Date  Franchisee
Payments),  including, without limitation, all payments made in respect thereof,
voluntary or  involuntary,  whether  upon  maturity,  prepayment,  acceleration,
conversion,  liquidation,  casualty  or  otherwise  and  paid  from  any  source
(including both timely and delinquent payments); (iii) all monies and securities
from time to time held by the Indenture Trustee in any Account created under the
terms of this  Indenture and all interest,  profits,  proceeds,  or other income
derived  from  such  moneys  and  securities;  (iv) the  Transaction  Documents,
including the present and  continuing  exclusive  right,  power and authority to
exercise  each and every  right,  remedy,  power  and  authority  of the  Issuer
thereunder; (v) the present and continuing exclusive right, power and authority,
subject to the  provisions of the Servicing  Agreements and this  Indenture,  to
give and receive  notices  and other  communications,  to make  waivers or other
agreements in respect of, or to make claims for and demand performance on, under
or pursuant to any of the Franchise  Assets,  to bring  actions and  proceedings
thereunder or for the enforcement thereof, and to exercise all remedies, powers,
privileges  and options and to do any and all things  which the Issuer is or may
become entitled to do under or in respect of the Franchise Assets;  (vi) any and
all property of every name and nature, now or hereafter transferred,  mortgaged,
pledged  or  assigned  as  security  or  additional   security  for  payment  or
performance  of any  obligation  of the  Franchisees  to the  Issuer  under  the
Franchise  Documents or  otherwise,  and the  liabilities,  obligations  and the
indebtedness  evidenced  thereby or  reflected  therein;  and (vii) all  income,
revenues, issues, products, revisions,  substitutions,  replacements, profit and
proceeds of and from all of the foregoing (collectively, the "Collateral").

                  The Indenture Trustee  acknowledges  each such Grant,  accepts
the trusts  hereunder in  accordance  with the  provisions  hereof and agrees to
perform the duties expressly set forth herein.

                                  ARTICLE ONE

                                   DEFINITIONS

                SECTION 1.01 Definitions.  As used herein the following terms
have the following meanings:

                "Account"  shall mean any account or fund,  and any subaccount
thereof, established under Article Ten hereof.

                "Accountants'  Certificate"  shall mean a  certificate  of any
firm of independent  certified public accountants of national  reputation in the
United States.

                "Accounting  Date"  shall  mean,  with  respect to any Payment
Date,  the 10th  calendar day of the  calendar  month of such Payment Date or if
such day is not a Business Day, the next succeeding Business Day.

                "Accrual Period" shall mean, with respect to any Payment Date,
the period from and  including  the prior  Payment  Date to but  excluding  such
Payment Date. For purposes of the first Payment Date, the Accrual Period will be
the period from and  including  the Closing Date to but  excluding  December 20,
2000.

                "Additional  Interest" shall mean any interest  accrued at the
Note Rate on overdue interest on the Notes to the extent permitted by law.

                "Additional Premium Amount" shall mean the amount equal to the
sum of the Incremental Additional Premiums.

                "Advertising Fees" shall mean an advertising and marketing fee
payable by the  Franchisee  to the  Franchisor  pursuant  to the U.S.  Franchise
Agreements  of up to two percent  (2%) of monthly  Gross Sales (or up to 1.5% of
monthly Gross Sales under certain Franchise  Agreements as specified therein) or
such other greater  percentage  of which the  Indenture  Trustee and the Insurer
shall have been  given  notice by the  American  Servicer  certifying  that such
greater percentage has been established for new U.S.  Franchise  Agreements (and
American Servicer shall, upon the request of either the Indenture Trustee or the
Insurer,  deliver such substantiation  thereof as may reasonably be requested by
the Insurer or the Indenture  Trustee).  For avoidance of doubt, the Advertising
Fees received by the Issuer will not be part of the Trust Estate.

                "Affiliate"  of any  specified  Person  shall  mean any  other
Person  directly or indirectly  controlling,  controlled  by, or under direct or
indirect  common control with, such specified  Person.  For the purposes of this
definition, "control", when used with respect to any specified Person, means the
power to  direct  the  management  and  policies  of such  Person,  directly  or
indirectly through the ownership of voting securities, by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

                "Agent  Members"  shall mean members of, or  participants  in,
Euroclear or Clearstream.

                "Aggregate Outstanding Principal Amount" shall mean, when used
with respect to any  Outstanding  Note or all Outstanding  Notes,  the aggregate
unpaid  principal  amount  of such  Note or Notes at the date of  determination,
provided,  however, to the extent that principal of the Notes has been paid with
the  proceeds of the Policy,  such  principal  amount  shall  continue to remain
unpaid for  purposes  of this  definition  until the  Insurer has been paid such
principal amount as subrogee  hereunder or reimbursed  pursuant to the Insurance
Agreement,  in either  such case,  as  evidenced  by a written  notice  from the
Insurer delivered to the Indenture Trustee and the Issuer (such notice not to be
unreasonably withheld or delayed).

                "American  Servicer" shall mean Arby's,  as servicer under the
American  Servicing  Agreement,  until a successor  Person shall have become the
American Servicer pursuant to the provisions of the American Servicing Agreement
and thereafter "American Servicer" shall mean such successor Person.

                "American  Servicing   Agreement"  shall  mean  the  Servicing
Agreement, dated as of the Closing Date, among the Issuer, the American Servicer
and the Indenture Trustee, and if from time to time amended as permitted therein
and herein, as so amended.

                "Applicable  Procedures"  shall have the  meaning set forth in
Section 2.05(c) of this Indenture.

                "Arby's" shall mean Arby's, Inc., a Delaware corporation.

                "Arby's  IP" shall mean all of Arby's  trademarks  and service
marks,  whether  registered  or  unregistered  and  whether  currently  used  or
hereafter developed, trademark applications and trademark registrations, and all
of  Arby's  other  intellectual  property  rights,  in each  case  currently  or
hereafter  employed by Arby's in connection with the Arby's(R) branded business,
including  all  of  Arby's  rights  to  the  current  and  hereafter   developed
proprietary and/or confidential information,  inventions,  discoveries, patents,
trade names, logos, trade dress, art work,  copyrights,  moral rights,  jingles,
software,  shop  rights,   licenses,   developments,   research  data,  designs,
technology, test procedures, processes, route lists, computer programs, computer
discs, computer tapes, literature,  know-how, systems of operation,  procedures,
trade secrets, techniques,  standards,  specifications and domain names that are
necessary  to (i) offer and sell  Arby's(R)  branded  franchises  in the  United
States and Canada, (ii) serve as "Franchisor" under the Franchise Agreements and
(iii) otherwise administer the Arby's(R) branded franchise network in the United
States and Canada.  Arby's IP does not include any  trademarks  or  intellectual
property  rights,  currently or hereafter  employed by Arby's in connection with
non-Arby's(R)  branded  products  whether  or  not  sold  in  Arby's(R)  branded
restaurants.

                "Authenticating  Agent"  shall mean with respect to any Notes,
the Indenture  Trustee,  or any other Person authorized by the Indenture Trustee
to authenticate any Notes.

                "Authorized Insurer Representative" means a Managing Director,
Director,  First Vice President,  Vice  President,  General Counsel or Assistant
General Counsel of the Insurer or any other officer,  employee or other agent of
the  Insurer who is  authorized  to give or receive  instructions  or notices or
otherwise to act hereunder on behalf of the Insurer.

                "Authorized  Officer"  shall  mean,  (i)  in the  case  of the
Issuer,  shall mean an "authorized  officer" of the Issuer Trustee or an officer
of the Trust as defined in the Trust Agreement,  (ii) in the case of a Servicer,
shall mean any Vice  President  or more senior  officer or  controller  thereof,
(iii) in the case of the Indenture Trustee,  shall mean a Responsible Officer of
such Indenture Trustee and (iv) with respect to any other Person (other than the
Insurer) any director,  officer, managing director or any other Person appointed
as attorney-in-fact who is authorized to act for such Person in matters relating
to,  and  binding  upon,  such  Person.  Each  party may  receive  and  accept a
certification of the authority of any other party as conclusive  evidence of the
authority of any person to act, and such  certification  may be considered to be
in full force and effect until receipt by such other party of written  notice to
the contrary.

                "Available  Funds" shall mean, with respect to a Payment Date,
(i) any and all amounts  held in the  Collection  Account  (other than  Excluded
Fees) on the related Accounting Date representing Franchisee Payments which were
received in the related Collection Period;  (ii) the Debt Service Release Amount
and any Cash Trap Excess released from the Debt Service Reserve  Account;  (iii)
Capital  Contributions;  (iv) the Seasonality Release Amount; and (v) Investment
Income on the Collection Account and Seasonality Coverage Account.

                "Bankruptcy  Code"  shall mean  Title 11 of the United  States
Code, as amended.

                "Bloomberg  Financial Markets Commodities News" shall mean the
financial news service provided by Bloomberg and its affiliates.

                "BOA Lockbox  Agreement" shall mean the Multi-Party  Agreement
Relating  to  Lockbox  Services  dated as of  November  21,  2000  among Bank of
America,  the Issuer,  Arby's, the Trustee and the Insurer,  and if from time to
time amended, as so amended.

                "Breach"  shall have the meaning set forth in Section  5.01(l)
of this Indenture.

                "Business Day" shall mean a day other than a Saturday,  Sunday
or a day on which  banking  institutions  located  in the City of New York,  New
York,  in  Wilmington,  Delaware  or in the city,  state or  province  where the
principal  offices  of each of the  Indenture  Trustee  and  the  Servicers  are
located, are authorized or obligated by law, regulation or executive order to be
closed.

                "Canadian  Advertising  Fees"  shall mean an  advertising  and
marketing fee payable by the Franchisee to the Franchisor pursuant to a Canadian
Franchise  Agreement  for  Canadian  national  advertising  media  (and  related
expenses)  not to exceed three  percent (3%) of the  Franchisee's  monthly Gross
Sales or such other  percentage of which the  Indenture  Trustee and the Insurer
shall have been  given  notice by the  Canadian  Servicer  certifying  that such
greater  percentage has been established for new Canadian  Franchise  Agreements
(and Canadian  Servicer shall,  upon the request of either the Indenture Trustee
or the  Insurer,  deliver  such  substantiation  thereof  as  may be  reasonably
requested by the Insurer or the Indenture Trustee).  For avoidance of doubt, the
Canadian  Advertising  Fees received by the Issuer will not be part of the Trust
Estate.

                "Canadian  Servicer"  shall mean  Arby's of Canada,  Inc.,  as
servicer under the Canadian Servicing Agreement,  until a successor Person shall
have become the Canadian  Servicer  pursuant to the  provisions  of the Canadian
Servicing  Agreement,   and  thereafter  "Canadian  Servicer"  shall  mean  such
successor Person.

                "Canadian  Servicing   Agreement"  shall  mean  the  Servicing
Agreement dated as of the Closing Date, among the Issuer,  the Canadian Servicer
and the Indenture Trustee, and if from time to time amended as permitted therein
and herein, as so amended.

                "Capital  Contributions"  shall mean capital  contributions to
the Issuer by FinCo.

                "Cash"  shall mean such coin or currency of the United  States
of America as at the time  shall be legal  tender for  payment of all public and
private debts.

                "Cash Trap Event" shall for purposes  hereof be deemed to have
occurred if, on any Accounting  Date, the Debt Service Coverage Ratio calculated
as of the last day of the preceding  Collection  Period is less than the Minimum
Debt Service  Coverage  Ratio,  but greater than 1.20x;  provided that such Cash
Trap  Event  shall be deemed to  continue  until such time as the  Minimum  Debt
Service  Coverage  Ratio  is  met  for  three  consecutive   Collection  Periods
calculated as of each related Accounting Date.

                "Cash  Trap  Excess"  shall  mean the amount by which the Debt
Service Reserve Account exceeds the Minimum Debt Service Reserve Amount.

                "Cash  Trap  Reserve  Amount"  shall  mean,  for  purposes  of
calculation on any Accounting Date (based on the preceding  Collection  Period),
the sum of (i) the Minimum Funding Amount and (ii) the Residual Trap Amount.

                "Certificate"   shall  mean  a  certificate   representing   a
beneficial interest in the Issuer.

                "Certificates  of  Authentication"   shall  have  the  meaning
specified in Section 2.01 of this Indenture.

                "Certificateholder" shall mean a holder of the Certificate.

                "Clearance  System"  shall  mean  each of DTC,  Euroclear  and
Clearstream.

                "Clearing  Agency" shall mean an organization  registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.

                "Clearstream" shall mean Clearstream Banking, societe anonyme,
a professional  depositary  incorporated  under the laws of Luxembourg,  and any
successors thereto.

                "Closing Date" shall mean November 21, 2000.

                "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time.

                "Collateral"  shall have the meaning set forth in the Granting
Clauses hereof.

                "Collections"  shall  mean,  with  respect  to any  Collection
Period,  the sum of (i)  all  Franchisee  Payments  received  in the  Collection
Account  during such  Collection  Period and (ii) interest  income earned during
such Collection Period on the Collection Account.

                "Collection  Account" shall mean the trust account (account no.
001629) established pursuant to Section 10.02 of this Indenture.

                "Collection  Period" shall mean,  with respect to each Payment
Date, the period from and including the 1st day of the calendar month  preceding
the calendar  month in which such Payment Date occurs  through and including the
last day of the  calendar  month  preceding  the  calendar  month in which  such
Payment Date occurs.

                 "Common   Depositary"   shall  mean  DTC  and  its  respective
successors.

                 "Competitor"  shall  mean  any  Person  that  is a  direct  or
indirect  franchisor,  franchisee,  owner or  operator  of a large  regional  or
national quick service  restaurant  concept (including a franchisee of Arby's(R)
branded  restaurants);   provided,  however,  that  a  person  shall  not  be  a
"Competitor"  solely by virtue of its direct and indirect ownership of less than
7% of  the  equity  securities  in a  "Competitor";  provided,  further,  that a
franchisee  shall only be a "Competitor"  if it directly or indirectly,  owns in
the  aggregate  20 or  more  individual  restaurant  locations  of a  particular
concept.

                 "Contribution   Agreement"  shall  mean  any  of  the  Initial
Contribution  Agreement,  the Intermediate  Contribution Agreement and the Final
Contribution Agreement.

                 "Controlling  Party" means,  as of any date of  determination:
(i) if no Insurer  Default has  occurred  and is  continuing  as of such date of
determination,  the  Insurer;  (ii) if an Insurer  Default has  occurred  and is
continuing as of such date of determination, the Indenture Trustee; or (iii) (A)
after the payment in full of the Notes, any Premium or  Reimbursements  owing to
the  Insurer and all other  amounts  owing to the  Insurer  under the  Insurance
Agreement  and (B) the  expiration of the Term of the Policy with respect to and
as defined in the Policy, the Indenture Trustee; provided, however, that, to the
extent the Indenture Trustee is exercising rights as the Controlling Party under
clause  (ii) or clause  (iii) of this  definition,  it shall do so only upon the
written  direction  of  the  Holders  of a  Majority  in  Aggregate  Outstanding
Principal Amount.

                 "Controlling  Party  Order" and  "Controlling  Party  Request"
mean,  respectively,  a  written  order  or  request  signed  on  behalf  of the
Controlling  Party (if and for so long as it is the Insurer,  by any  Authorized
Insurer Representative) and delivered to the Indenture Trustee and the Issuer.

                 "Corporate  Trust Office"  shall mean the principal  corporate
trust office of the Indenture Trustee,  which at the date of execution hereof is
located at 2 North LaSalle,  Suite 1020,  Chicago,  Illinois  60602,  Attention:
Indenture Trust Administration or at such other address as the Indenture Trustee
may designate  from time to time by notice to the  Noteholders,  the Insurer and
the Issuer or the principal  corporate  trust office of any successor  Indenture
Trustee.

                 "Cut-Off Date" shall mean October 31, 2000.

                 "Debt Service"  shall mean,  with respect to any Payment Date,
the sum of Interest Distribution for such Payment Date (without regard to clause
(b) of the  definition  of Interest  Distribution)  plus the Targeted  Principal
Payments related to such Payment Date.

                 "Debt Service  Coverage  Ratio" shall mean, for any Accounting
Date, the ratio calculated (without rounding) by dividing (a) an amount equal to
the  aggregate  Net Cash  Flow for the  immediately  preceding  four  Collection
Periods by (b) an amount equal to the Debt Service for the Payment Date to which
such  Accounting  Date  relates  together  with the Debt  Service  for the three
preceding Payment Dates.

                 "Debt Service Release Amount" shall mean (a) funds in the Debt
Service Reserve Account in excess of the Maximum Debt Service Reserve Amount and
(b) investment  income earned on the Debt Service  Reserve  Account in the event
that Minimum Debt Service  Amount is met, and, in each case,  shall be deemed to
be Available Funds for application in accordance with the Priority of Payments.

                 "Debt Service  Reserve  Account"  shall mean the trust account
(account no. 001632) established pursuant to Section 10.07 of this Indenture.

                 "Debt  Service  Reserve  Amount"  shall mean funds held in the
Debt Service Reserve Account.

                 "Default"  shall mean any  event,  circumstance  or  condition
that, with notice or the lapse of time or both, will become an Event of Default.

                 "Defective   Franchise   Agreement"  shall  mean  a  Franchise
Agreement  that  breaches  in  any  material  respect  the   representations  or
warranties contained in Section 4.1(h) of any Contribution Agreement.

                 "Definitive  Notes" shall mean, with respect to the Notes, any
securities  in fully  registered  form  substantially  in the form set  forth in
Exhibit C hereto  which may be issued in exchange  for  Permanent  Regulation  S
Global Notes pursuant to Section 2.02(a)(iv) of this Indenture.

                 "Delinquent  Franchisee"  shall  mean  a  Franchisee  that  is
delinquent on its  Franchisee  Payments as of the end of the related  Collection
Period in which they were due.

                 "Distribution  Compliance  Period"  shall  mean a period  that
begins on the later of (a) the date on which  the  Notes  are first  offered  to
Persons other than the Initial  Purchasers  in reliance upon  Regulation S under
the Securities  Act and (b) the Closing Date,  and continues  until the end of a
40-day period from the date on which such period commenced.

                 "DTC" shall mean The  Depository  Trust  Company or any of its
successors.

                 "DTC Reference  Directory" shall mean a directory  distributed
by DTC  periodically  to all DTC  participants  that  includes (i) a list of all
issuers who have advised DTC that they are issuing securities to Persons who are
"qualified  purchasers"  within the meaning of Section 3(c)(7) of the Investment
Company Act and (ii) CUSIP numbers for all such securities.

                 "Eligible  Institution"  shall mean a  depository  institution
organized  under  the laws of the  United  States of  America  or any one of the
States thereof, the deposits of which depository institution are insured, to the
full extent  permitted by applicable law, by the FDIC through the Bank Insurance
Fund,  which is  subject  to  supervision  and  examination  by federal or state
authorities and (a) whose long-term  unsecured debt  obligations are rated "AAA"
by Standard & Poor's or whose  short-term  unsecured debt  obligations are rated
A-1+ by  Standard  & Poor's  at the time of any  deposit  therein  and (b) whose
long-term  unsecured  debt  obligations  are  rated  "Aa3" by  Moody's  or whose
short-term  unsecured debt obligations are rated "P-1" by Moody's at the time of
any deposit therein.

                 "Eligible Investments" shall mean any of the following:

        (i)      Government Obligations; or

        (ii)     commercial paper having an original maturity of less than 270
        days and a rating of "A-1" or higher by  Standard & Poor's or "P-1" or
        higher by Moody's at the time of such investment; or

        (iii)    certificates of deposit of, banker's acceptances issued by or
        federal funds sold by any depository institution or trust company
        (including the Indenture Trustee or any agent of the Indenture Trustee
        acting in its commercial capacity so long as it is an Eligible
        Institution) incorporated under the laws of the United States of
        America or any State thereof and subject to supervision and examination
        by federal and/or state authorities, so long as at the time of such
        investment or contractual commitment providing for such investment such
        depository institution or trust company has a long-term unsecured debt
        rating in the highest rating category of Standard & Poor's and Moody's,
        and provided that each such investment has an original maturity of less
        than 365 days, and any other demand or time deposit or certificate of
        deposit, which is fully insured by the FDIC through the Bank Insurance
        Fund and rated "A-1" by Standard & Poor's; or

        (iv)     repurchase obligations with respect to (a) any security
        described in clause (i) collateralized at not less than 102% of the
        principal amount of such repurchase obligations or (b) any other
        security  issued or guaranteed as to timely payment by an agency or
        instrumentality of the United States of America, collateralized at not
        less than 102% of the principal amount of such repurchase  obligations
        in either case entered into with a depository  institution  or trust
        company  (including  the Indenture Trustee), acting as principal, whose
        obligations having the same maturity as that of the repurchase agreement
        would be Eligible Investments under clause (iii) above (provided that
        the counterparty is rated at least "A-1" by Standard & Poor's and "P-1"
        by Moody's); or

        (v)      guaranteed investment contracts issued by any insurance company
        or other corporation having a claims paying ability  rating,  financial
        strength rating,  counterparty  risk rating,  long-term  unsecured debt
        rating or  guaranteed  by an entity  with  such  rating in the  highest
        rating  category of Standard & Poor's and Moody's,  at the time of such
        investment; or

        (vi)     money market funds having ratings in the highest available
        rating category of Standard & Poor's and Moody's; or

        (vii)   repurchase obligations with a term of not more than 30 days for
        underlying  securities  of the types  described  in  clause  (i) of the
        definition of "Government  Obligations" or clause (ii) or (iii) of this
        definition of "Eligible Investments;" or

        (viii)   investments in securities with maturities of one year or less
        from the date of acquisition issued or fully guaranteed by any State of
        the United States of America or by any political subdivision  or taxing
        authority  thereof,  and rated at least  "AAA" by  Standard & Poor's or
        "Aaa" by Moody's; or

        (ix)     investments approved in writing by the Controlling Party and
        that satisfy the Insurer Condition.

                  "ERISA"  shall  mean the  United  States  Employee  Retirement
Income Security Act of 1974, as amended.

                  "ERISA Plans" shall mean "employee  benefit plans" (as defined
in Section 3(3) of ERISA) that are subject to Title I of ERISA.

                  "Euroclear"  shall mean Morgan  Guaranty  Trust Company of New
York,  Brussels office, in its capacity as operator of the Euroclear System, and
any successors thereto.

                  "Event of Default" shall have the meaning set forth in Section
5.01 of this Indenture.

                  "Exchange  Act"  shall have the  meaning  set forth in Section
3.14(x) of this Indenture.

                  "Excluded Fees" shall mean (i) Non-Branded Payments which are,
in the  aggregate,  equal  to an  amount  that  is  less  than  3% of the  total
cumulative gross Franchisee Payments as of any date of determination  within the
12-month period after the Cut-Off Date, and in any 12-month  period  thereafter,
(ii) Advertising Fees, (iii) Canadian  Advertising Fees and (iv) amounts payable
in  respect  of the  Canadian  Franchise  Agreements  relating  to the goods and
services tax, the provincial tax and the harmonized sales tax.

                  "Expected Priority Payments" shall mean an amount,  calculated
as of an Accounting Date for any related  Payment Date,  equal to the sum of (i)
Ordinary SPV Operating Expenses,  (ii) the Premium,  (iii) Interest Distribution
(without  taking into  account  clause (b) of the  definition  thereof) and (iv)
Targeted Principal Payments, in each case for the related Collection Period.

                  "Final  Contribution  Agreement"  shall mean the  Contribution
Agreement between FinCo and the Issuer dated as of the Closing Date, as the same
may be amended and supplemented from time to time.

                  "Financing   Statements"   shall  mean  financing   statements
relating  to the  Collateral  naming  the  Issuer  as debtor  and the  Indenture
Trustee,  on behalf of the Secured Parties,  as secured party, and all financing
statements  relating to the  Collateral  naming a  Transferor  as debtor and the
applicable Transferee, as secured party.

                  "FinCo"  shall mean Arby's  Finance,  LLC, a Delaware  limited
liability company.

                  "Foreign Investor" shall mean any Noteholder or Note Owner who
is not (i) an individual who is a citizen or resident of the United States, (ii)
a corporation  or  partnership  created or organized in or under the laws of the
United  States  or  any  political  subdivision  thereof,   (iii)  a  trust  the
administration  of which is  exercisable by a court in the United States and the
authority to control all substantial decisions of which is exercisable by one or
more United States Persons,  or (iv) a Person otherwise subject to United States
federal income taxation on its worldwide income.

                  "Franchise  Agreement"  shall mean a franchise  agreement with
the  Franchisor  pursuant to which a Franchisee  operates an  Arby's(R)  branded
restaurant at a location in the United States or Canada.

                  "Franchise Assets" shall mean the Franchise Documents and the
right to receive Franchisee Payments after the Cut-Off Date.

                  "Franchise Documents" shall mean the Franchise Agreements, MDA
Agreements and LOA Agreements.

                  "Franchise  Fees" shall mean  franchise fees payable under the
Franchise Documents  including without  limitation,  the License Fees, MDA Fees,
LOA Fees and Transfer/Renewal Fees.

                  "Franchise Royalties" shall mean royalty payments payable by a
Franchisee to the Franchisor  pursuant to a Franchise  Agreement  based upon the
Royalty Rate multiplied by Gross Sales.

                  "Franchisee"  shall mean a Person  identified as  "Franchisee"
pursuant to a Franchise Document.

                  "Franchisee  Payments"  shall mean the payments  payable under
the Franchise Documents, including without limitation, Franchise Fees, Franchise
Royalties and Non-Branded  Payments,  and shall include the right to receive all
of the foregoing;  provided, however, that Franchisee Payments shall not include
payments  related to Excluded Fees or any payments with respect to non-Arby's(R)
branded products sold by Arby's or its Affiliates outside of the Restaurants.

                  "Franchisor"  shall mean,  prior to the Closing Date,  Arby's,
and subsequent to the Closing Date, the Issuer.

                  "Global Note" shall mean a Rule 144A Global Note or Regulation
S Global Note.

                  "Government  Obligations"  shall mean (i) non-callable  direct
obligations  of, or  non-callable  obligations  fully  guaranteed by, the United
States of  America  or any agency or  instrumentality  of the  United  States of
America the  obligations of which are backed by the full faith and credit of the
United  States of America,  or (ii) an investment in a no-load money market fund
rated  AAA-G or AAA-M by  Standard  & Poor's and Aaa by  Moody's,  the assets of
which  are  invested  solely in  obligations  described  in  clause  (i) of this
definition .

                  "Governmental  Authority"  shall mean any  governmental  body,
subdivision,  board, official, authority, agency, court or arbitrator,  domestic
or foreign.

                  "Grant" shall mean to grant, bargain, sell, warrant, alienate,
remise, demise, release, convey, assign, transfer,  mortgage, pledge, create and
grant a security interest in and right of set-off against, deposit, set over and
confirm. A Grant of the Collateral or of any other instruments shall include all
rights,  powers and options (but none of the  obligations) of the granting party
thereunder,  including,  without limitation,  the immediate  continuing right to
claim for,  collect,  receive and receipt for Franchisee  Payments in respect of
the  Collateral  and all other monies  payable  thereunder,  to give and receive
notices  and other  communications,  to make  waivers  or other  agreements,  to
exercise  all  rights  and  options,  to  bring  Proceedings  in the name of the
granting  party or otherwise and  generally to do and receive  anything that the
granting party is or may be entitled to do or receive thereunder or with respect
thereto.

                  "Gross  Sales" shall mean the total amount  received  from the
sale of all products and performance of all services on or from a Restaurant but
excluding sales tax or any similar tax.

                  "Holdings" shall mean Arby's Holdings, LLC, a Delaware limited
liability company.

                  "Incremental  Additional Premium" shall mean, for each Accrual
Period until the Incremental Additional Premium Payment Date, an amount equal to
the  Aggregate  Outstanding  Principal  Amount  multiplied  by a rate of 6 basis
points per annum.

                  "Incremental  Additional  Premium  Payment  Date"  shall mean
the date upon which the payment in full of the Notes is made.

                  "Indebtedness" shall mean, with respect to any Person, without
duplication,  (i) all  obligations of such Person for borrowed  money,  (ii) all
obligations  of such  Person  evidenced  by  bonds,  debentures,  notes or other
similar  instruments,  (iii) all  obligations of such Person upon which interest
charges  are  customarily  paid,  (iv)  all  obligations  of such  Person  under
conditional  sale or other  title  retention  agreements  relating  to  property
purchased by such Person,  (v) all  obligations of such Person issued or assumed
as the deferred purchase price of property or services,  (vi) all obligations as
lessee  under any lease which shall have been or should be, in  accordance  with
generally accepted accounting principles,  treated as a capital lease, and (vii)
all  obligations  under  direct or  indirect  guarantees  in respect of, and all
obligations  (contingent  or  otherwise)  to purchase or otherwise  acquire,  or
otherwise  to assure a creditor  against  loss in respect  of,  indebtedness  or
obligations  of any other Person of the kinds referred to in clauses (i) through
(vi) above; provided, however, that "Indebtedness" shall in no case be construed
to include any  obligations  to any party  arising  under this  Agreement or any
Transaction Document or in respect of the Notes.

                  "Indemnification  Account" shall mean the trust account
(account no. 001636) established pursuant to Section 10.09 of this Indenture.

                  "Indemnification Amount" shall mean an amount payable by FinCo
to the Issuer for each Defective Franchise Agreement equal to the product of (i)
the  quotient  obtained by dividing  (A) the  aggregate  Gross Sales (other than
Gross Sales associated with Non-Branded  Payments that constitute Excluded Fees)
for the Restaurant  associated with such Defective  Franchise  Agreement for the
12-month  period  immediately  preceding  the Cut-Off Date by (B) the  aggregate
Gross Sales (other than Gross Sales  associated with  Non-Branded  Payments that
constitute   Excluded  Fees)  for  all   Restaurants  for  the  12-month  period
immediately  preceding the Cut-Off Date, (ii) 66.67%  (provided,  however,  if a
Franchisee has more than 50% of its Franchise Agreements deemed to be defective,
then with  respect  to such  Franchisee,  the  Indemnification  Amount  shall be
calculated at 100% and not 66.67%) and (iii) the Initial Principal Amount.

                  "Indemnification  Mandatory  Redemption  Event" shall mean the
Accounting Date on which the aggregate  Indemnification Amount on deposit in the
Indemnification Account equals or exceeds $500,000.

                  "Indemnitees"  shall  have the  meaning  set forth in  Section
6.07(c) of this Indenture.

                  "Indenture" shall mean this instrument as originally  executed
and,  if from time to time  supplemented  or amended  by one or more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
as so supplemented or amended.

                  "Indenture Trustee" shall have the meaning ascribed thereto in
the  opening  paragraph  of  this  Indenture,  or  its  successor  appointed  in
accordance with Section 6.08 of this Indenture.

                  "Indenture  Trustee Fees" shall mean (x) all  compensation and
indemnification  payable  to the  Indenture  Trustee  under  the  terms  of this
Indenture  and (y) all  expenses  reasonably  required  to be  incurred by or on
behalf of the Indenture  Trustee under the terms of this  Indenture,  including,
without  limitation,  all  fees,  expenses  and  other  amounts  payable  to the
Indenture Trustee under Section 6.07 of this Indenture.

                  "Independent  Accountant"  shall mean the firm of  independent
accountants  appointed  pursuant to each  Servicing  Agreement or any  successor
independent accountant.

                  "Independent  Accountant  Fees" shall mean all fees payable to
the Independent  Accountants by the Issuer pursuant to or in connection with the
fee letter  dated  November  20,  2000  between  the Issuer and the  Independent
Accountants and any amendments or any successor letter thereto.

                  "Industry   Consultant"  shall  mean  the  consultant  engaged
pursuant to the Industry Consultant Letter.

                  "Industry Consultant Fees" shall mean all fees and indemnities
payable  by the Issuer to the  Industry  Consultant  pursuant  to the fee letter
related to the Industry Consultant Letter.

                  "Industry  Consultant Letter" shall mean the engagement letter
dated  October 24,  2000  pursuant  to which the  Insurer  engaged the  Industry
Consultant to provide  services as specified  therein,  and if from time to time
amended, as so amended.

                  "Initial  Principal Amount" shall mean, with respect to any of
the Notes, the initial principal amount of such Notes on the Closing Date.

                  "Initial Purchasers" shall mean Morgan Stanley & Co.
Incorporated and ING Baring (U.S.) Capital, LLC.

                  "Insolvency Law" shall mean any applicable  federal,  state or
provincial law relating to liquidation, insolvency, bankruptcy,  rehabilitation,
composition, reorganization,  conservation or other similar law now or hereafter
in effect.

                  "Insurance Agreement" shall mean the Insurance Agreement dated
as of the Closing Date among the Issuer, the Indenture Trustee, the Insurer, and
the  American  Servicer,  as  amended or  supplemented  in  accordance  with the
provisions thereof.

                  "Insured  Payments" shall have the meaning assigned thereto in
the Policy.

                  "Insurer"  shall  have the  meaning  ascribed  thereto  in the
opening paragraph of this Indenture.

                  "Insurer  Condition"  shall mean,  with  respect to any action
hereunder,  the  reasonable  satisfaction  of the Insurer as  determined in good
faith that such action, if taken,  would not adversely affect the rating of this
transaction  without  regard  to the  Policy  or the  Insurer's  capital  charge
attributable  to the risk  associated  with this  transaction,  by either Rating
Agency.

                  "Insurer  Default" shall have the meaning set forth in Section
5.02 of this Indenture.

                  "Insurer Indemnities" shall mean indemnity payments payable to
the Insurer and the Principal Reinsurer pursuant to the Insurance Agreement.

                  "Intermediate   Contribution   Agreement"   shall   mean   the
Contribution  Agreement between Holdings and FinCo dated as of the Closing Date,
as the same may be amended and supplemented from time to time.

                  "Interest  Distribution"  shall mean with respect to the Notes
on any Payment Date,  the sum of (a) the amount of interest  accrued  during the
related Accrual Period at the Note Rate on the Aggregate  Outstanding  Principal
Amount on the Business Day  immediately  prior to such Payment Date plus (b) any
previously  accrued and unpaid interest at the Note Rate for prior Payment Dates
(including any Additional Interest).

                  "Investment   Company  Act"  shall  mean  the  United   States
Investment Company Act of 1940, as amended and in effect from time to time.

                  "Investment  Income" shall mean the difference  (but not below
zero) of (i) the sum of all  investment  interest or other  earnings on Accounts
that are part of the Trust Estate,  minus (ii) any investment losses incurred in
respect of Accounts that are part of the Trust Estate.

                  "IP Contribution  Agreement" means the Contribution  Agreement
between Holdings and the IP Holder,  as the same may be amended and supplemented
from time to time.

                  "IP  Holder"  shall mean  Arby's IP Holder  Trust,  a Delaware
statutory business trust formed pursuant to the IP Holder Trust Agreement.

                  "IP  Holder  Trust  Agreement"  shall  mean  the  Amended  and
Restated Trust Agreement dated as of November 21, 2000 between  Wilmington Trust
Company, a Delaware banking  corporation  acting not in its individual  capacity
but solely as trustee with respect to the IP Holder, or such successor person as
shall become trustee pursuant to the IP Holder Trust Agreement, and Holdings.

                  "IP  Servicer"  shall mean  Arby's,  as servicer  under the IP
Servicing Agreement,  until a successor Person shall have become the IP Servicer
pursuant to the  provisions of the IP Servicing  Agreement and the "IP Servicer"
shall mean such successor Person.

                  "IP Servicing  Agreement" shall mean the Servicing  Agreement,
dated as of the Closing Date, between the IP Holder and the IP Servicer,  and if
from time to time as amended as permitted therein and herein, as so amended.

                  "Issuer"  shall  have the  meaning  set  forth in the  opening
paragraph of this Indenture.

                  "Issuer Order" and "Issuer Request" shall mean a written order
or request dated and signed in the name of the Issuer by two Authorized Officers
of the Issuer.

                  "Issuer's  Office"  shall  mean the  principal  office  of the
Issuer to be  maintained  at 1000  Corporate  Drive,  Fort  Lauderdale,  Florida
33334-3651 pursuant to Section 3.02 of this Indenture.

                  "Issuer  Trustee"  shall  mean  Wilmington  Trust  Company,  a
Delaware banking  corporation,  acting not in its individual capacity but solely
as trustee with respect to the Issuer,  or such successor Person as shall become
trustee with respect to the Issuer pursuant to the applicable  provisions of the
Trust Agreement.

                  "Legal Final Payment Date" shall mean December 20, 2020.

                  "License  Agreement"  shall  mean  the  License  and  Security
Agreement  (U.S. and Canada) dated the date hereof between the Issuer and the IP
Holder,  and if from time to time as amended as permitted therein and herein, as
so amended.

                  "License  Fees" shall mean fees payable by a  Franchisee  upon
its signing a Franchise  Agreement  subject to reduction by  application  of any
previous  deposits  (including  any allocable LOA Fees and MOA Fees) made by the
Franchisee with Franchisor.

                  "Lien"  or  collectively,   "Liens,"  shall  mean  all  liens,
pledges,  charges,  encumbrances,  security  interests or other similar  rights;
provided  that the term  "Lien" or "Liens"  shall not  include  (A) a license or
right to use the Arby's IP by (x)  Franchisees of Arby's in accordance  with the
terms of their respective  Franchise Agreements and (y) AFA Service Corporation,
AFC  Advertising  Association  and ARCOP,  Inc.,  in each case,  in the ordinary
course of  business,  (B) a license or right of other  third  parties to use the
Arby's IP in the ordinary  course  consistent  with the License  Agreement,  (C)
liens that remain on record at the  applicable  Governmental  Authority but have
been paid and  discharged  prior to the  Closing  Date,  provided  that  written
evidence of such payment and discharge  shall have been received,  (D) liens for
the benefit of the trustee  pursuant to the IP Holder Trustee  Agreement and the
Issuer Trustee  pursuant to the Trust  Agreement or (E) liens for the benefit of
the American  Lock-Box Bank and the Canadian Lock-Box Bank (as each such term is
defined in the Servicing  Agreement)  pursuant to the applicable Account Control
Agreement (as defined in the Servicing Agreement).

                  "LLC Agreement"  shall mean either of the Amended and Restated
Limited  Liability  Company  Agreement of Holdings dated as of November 21, 2000
and the Amended and Restated Limited  Liability Company Agreement of FinCo dated
as of November 21, 2000.

                  "LOA Agreement" shall mean a license option agreement  between
the Franchisor and a Franchisee that grants a Franchisee the option, exercisable
for a one-year period, to build a Restaurant on one specified site.

                  "LOA Fee" shall mean fees payable by a Franchisee  pursuant to
an LOA Agreement.

                  "Lockbox   Agreement"  shall  mean  any  of  the  BOA  Lockbox
Agreement and the RBC Lockbox Agreement.

                  "Majority"  shall mean with respect to the Notes,  the Holders
of more than 50% of the Aggregate Outstanding Principal Amount of the Notes.

                  "Make Whole Premium" shall mean an amount equal to the excess,
if any, of (i) the discounted  present value as of the Optional  Redemption Date
of  each  of  the  Targeted  Principal  Payments  on the  Aggregate  Outstanding
Principal Amount being redeemed and the Interest  Distributions on the Aggregate
Outstanding  Principal  Amount  being  redeemed  scheduled  to be paid after the
Optional  Redemption  Date,  determined at a discount rate equal to 0.25 percent
plus the yield on a U.S.  treasury bill or note of a constant  maturity which is
equal to the  remaining  Weighted  Average  Life of the Notes as of the Optional
Redemption  Date,  such  discount  rate to be converted to a monthly  equivalent
rate, over (ii) the Aggregate Outstanding Principal Amount being redeemed.  Such
reference  to U.S.  Treasury  yield will be  determined,  if  necessary,  by (i)
converting U.S. Treasury bill quotations to bond-equivalent yields in accordance
with accepted financial practice and (ii) interpolating  linearly between yields
reported for various  maturities if no maturity  corresponds  to the  applicable
remaining Weighted Average Life of the Notes.

                  "Mandatory  Redemption  Date"  shall  mean  any  Payment  Date
following  the  Accounting  Date  on  which  an  event  leading  to a  mandatory
redemption pursuant to Section 9.05 hereof occurs.

                  "Mandatory Redemption Price" shall mean an amount equal to the
sum of (i) the par value of the  Aggregate  Outstanding  Principal  Amount being
redeemed and (ii) accrued and unpaid  interest at the Note Rate on the Aggregate
Outstanding  Principal  Amount being redeemed  through the Mandatory  Redemption
Date.

                  "Material  Adverse  Effect"  shall  mean,  a material  adverse
effect  on any of the  following:  (A)  with  respect  to  the  Issuer  (x)  its
condition,  financial or otherwise, (y) its earnings, or business affairs or (z)
its ability to own its properties or to conduct its business or to enter into or
perform  its  respective  obligations,   as  applicable  under  the  Transaction
Documents,  (B) with  respect to any  material  Arby's IP  individually  or with
respect  to the  Arby's  IP taken as a whole,  the  enforceability  of the terms
thereof,  the  likelihood of the payment of the amounts  required as of the date
hereof with respect  thereto in  accordance  with the terms  thereof,  the value
thereof,  the  transferability  or the  transfer  thereof  to the  Issuer or the
ownership  thereof and the security interest in the rights thereto Granted under
the  License  Agreement  by the IP  Holder  or  Granted  under the terms of this
Indenture  by the  Issuer,  (C) with  respect  to the  existing  and  reasonably
anticipated  future Franchise Assets taken as a whole, the enforceability of the
terms thereof,  the likelihood of the payment of the amounts  required as of the
date hereof with respect thereto in accordance with the terms thereof, the value
thereof,  the  transferability  or the  transfer  thereof  to the  Issuer or the
ownership thereof or (D) with respect to the Notes, security therefor Granted in
this Indenture,  the benefits  intended to be provided the  Noteholders  thereby
and,  upon  payment  therefor,  the  Noteholders'  respective  right,  title and
interest in and to the Notes.  For  avoidance  of doubt,  the fact that the Debt
Service Coverage Ratio is then, or would remain,  at 1.20x or greater shall not,
solely in and of  itself,  preclude  or negate the  determination  of a Material
Adverse Effect in any instance.

                  "Maturity"  shall mean, with respect to the Notes, the date on
which the unpaid  principal  of the Notes  becomes due and payable as therein or
herein  provided,  whether at the Legal Final Payment Date or by  declaration of
acceleration, call for redemption or otherwise.

                  "Maximum  Debt Service  Reserve  Amount" shall mean, as of any
Payment  Date,  an  amount  equal to the  lesser  of (i) the  first 12 months of
Expected Priority Payments and (ii) any remaining Expected Priority Payments.

                  "MDA  Agreement"  shall  mean a market  development  agreement
between the Franchisor and a Franchisee  pursuant to which a Franchisee  commits
to build two or more Restaurants within a specified  geographic territory within
a specified time frame.

                  "MDA Fee" shall mean fees payable by a Franchisee  pursuant to
an MDA Agreement.

                  "Minimum  Debt Service  Reserve  Amount" shall mean, as of any
Payment  Date,  an amount  equal to the lesser of (i) the first  nine  months of
Expected Priority Payments and (ii) the remaining Expected Priority Payments.

                  "Minimum  Debt Service  Coverage  Ratio" shall mean, as of any
Accounting Date, an amount equal to the greater of (i) 1.20x and (ii) the lesser
of (A) 75% of the highest Debt Service Coverage Ratio  previously  calculated on
any Accounting Date and (B) 1.70x.

                  "Minimum  Funding  Amount"  shall mean  either (i) if the Debt
Service Reserve Amount is less than the Minimum Debt Service Reserve Amount, the
difference  between the Minimum Debt Service Reserve Amount and the Debt Service
Reserve Amount or (ii) if the Debt Service Reserve Amount is equal to or greater
than the Minimum Debt Service Reserve Amount, $0.

                  "Misdirected  Payments"  shall have the  meaning  set forth in
Section 10.02 hereof.

                  "Money" shall have the meaning set forth in Section  1-201(24)
of the UCC.

                  "Moody's" shall mean Moody's Investors  Service,  Inc. and its
successors and assigns, if such successors and assigns shall continue to perform
the functions of a securities rating agency; if Moody's Investors Services, Inc.
or such  successor  and  assign  shall  for any  reason no  longer  perform  the
functions of a securities  rating agency,  "Moody's" shall be deemed to refer to
any other nationally  recognized rating agency designated by the Issuer with the
written  consent  of the  Insurer  (so long as no  Insurer  Default  shall  have
occurred and be continuing).

                  "Net Cash Flow" shall  mean,  with  respect to any  Collection
Period and related  Accounting  Date, an amount equal to the difference  between
(i) the sum of (A) Collections and Investment Income on Collections, (B) Capital
Contributions  that the  Controlling  Party has consented to include in Net Cash
Flow for a specified  Collection  Period for purposes of this  definition,  such
consent not to be unreasonably  withheld, (C) the Seasonality Release Amount and
(D) so long as an amount no less than the Minimum Debt Service Reserve Amount is
on deposit in the Debt Service Reserve Account,  Investment Income earned on the
Debt Service Reserve  Account minus (ii) the sum of (A) SPV Operating  Expenses,
(B) the Premium,  (C) the Seasonality  Deposit Amount and (D) Servicing Fees, in
each  case  paid or,  in the  case of  Investment  Income,  earned  during  such
Collection Period.

                  "Non-Branded   Payments"   shall  mean  payments   related  to
non-Arby's(R) branded products sold under brands owned or licensed by Affiliates
of Arby's which are sold through Restaurants.

                  "Note  Interest  Amount"  shall have the  meaning set forth in
Section 3.13 of this Indenture.

                  "Note Owner" shall mean, with respect to any Global Note, each
Person that appears on the records of a Clearance  System  (other than each such
Clearance  System  to the  extent  that it is an  accountholder  with the  other
Clearance  System for the purpose of  operating  the "bridge"  between  them) as
entitled  to a  particular  amount of Notes by reason of an interest in a Global
Note (for all  purposes  other than with  respect to the payment of principal of
and  interest on the Notes,  the right to which shall be vested,  as against the
Issuer and the Indenture Trustee,  solely in the Person in whose name the Global
Note is registered in the Note Register);  provided, however, that the Indenture
Trustee may  conclusively  rely upon the certificate of a Clearance System as to
the identity of such Persons holding an interest in a Global Note.

                  "Note  Principal  Amount"  shall have the meaning set forth in
Section 3.13 of this Indenture.

                  "Note Rate" shall mean with respect to any Accrual  Period,  a
per  annum  rate  equal to 7.44%  which  shall be  calculated  on the basis of a
360-day year consisting of twelve 30-day months.

                  "Note  Register"  shall have the  meaning set forth in Section
2.05 of this Indenture.

                  "Note  Registrar"  shall have the meaning set forth in Section
2.05 of this Indenture.

                  "Noteholder" or "Holder" shall mean the registered  owner of a
Note as evidenced by the Note Register.

                  "Notes"  shall  mean the Notes  which are  authorized  by, and
authenticated  and delivered  under,  this Indenture  substantially in the forms
attached hereto.

                  "Notice  of Claim"  shall  mean any  notice  delivered  by the
Indenture Trustee to the Insurer or its agent pursuant to the Policy in the form
set forth in Exhibit A to the Policy.

                  "Offering  Circular"  shall mean the Offering  Circular  dated
November 17, 2000  relating to Arby's  Franchise  Trust 7.44% Fixed Rate Insured
Notes Due December 20, 2020.

                  "Officer" shall mean,  with respect to any  corporation  other
than the Indenture Trustee, the President,  any Vice President, the Secretary or
the Treasurer (collectively,  an "Executive Officer") of such corporation;  with
respect to any  partnership,  any general partner  thereof;  with respect to any
bank or trust company acting as trustee of an express trust or as custodian, any
Responsible Officer thereof;  with respect to any limited liability company, any
manager,  any managing member or Executive Officer thereof;  and with respect to
the Issuer,  the chief  executive  officer,  the  president,  any executive vice
president, senior vice president or any vice president of the Issuer.

                  "Officers'   Certificate"   shall   mean,   unless   otherwise
specified,  a  certificate  signed  by  any  Authorized  Officer  of  the  party
delivering such certificate, delivered to the Indenture Trustee.

                  "Opinion of Counsel"  shall mean a written  opinion of counsel
to the Issuer,  addressed  to the Insurer and to the  Indenture  Trustee for the
benefit of the Noteholders, in form and substance reasonably satisfactory to the
Indenture Trustee and the Insurer.

                  "Optional   Redemption  Date"  shall  mean  any  Payment  Date
specified for an optional  redemption of Notes  pursuant to Section 9.01 of this
Indenture.

                  "Optional  Redemption  Price"  shall mean,  as of the Optional
Redemption Date, the sum of (i) the Aggregate Outstanding Principal Amount being
redeemed, (ii) the accrued and unpaid interest at the Note Rate on the Aggregate
Outstanding Principal Amount being redeemed through the Optional Redemption Date
and (iii) the Make Whole Premium on the Aggregate  Outstanding  Principal Amount
being redeemed.

                  "Ordinary  SPV  Operating  Expenses"  shall mean SPV Operating
Expenses of the Issuer that are budgeted or incurred in the  ordinary  course of
business (and which term excludes any indemnification claims).

                  "Organizational  Expenses" shall mean any expenses incurred by
the Issuer in connection  with the  maintenance of its existence in the State of
Delaware and in connection with its qualification to do business in any State.

                  "Outstanding"  shall mean Notes theretofore  authenticated and
delivered under this Indenture, except:

(i)      Notes theretofore canceled or delivered for cancellation;

(ii)     Notes or portions  thereof,  money for the payment or prepayment of the
         principal and interest of which has theretofore been deposited with the
         Indenture Trustee in trust for the Noteholders  corresponding  thereto;
         provided  that,  if such Notes or  portions  thereof are to be prepaid,
         notice  of  such  prepayment  has  been  duly  given  pursuant  to this
         Indenture or provision  therefor  satisfactory to the Indenture Trustee
         has been  made;  provided  further  that,  until  paid,  such  Notes or
         portions  thereof  for  which  payment  or  prepayment  money  has been
         deposited with the Indenture  Trustee but not made to the corresponding
         Noteholders  shall continue to be deemed to be Outstanding for purposes
         of Noteholder vote, consent or waiver;

(iii)    Notes  in  exchange  for or in lieu of  which  other  Notes  have  been
         authenticated  and  delivered  pursuant  to this  Indenture  including,
         without limitation,  Section 2.05 hereof,  unless proof satisfactory to
         the  Indenture  Trustee is presented  that any such Notes are held by a
         bona fide purchaser in whose hands such Notes are valid  obligations of
         the Issuer; and

(iv)     Notes  alleged to have been  mutilated,  destroyed,  lost or stolen for
         which replacement Notes have been issued as provided in Section 2.06;

provided,  however,  that (1) to the  extent  that any Notes have been paid with
proceeds of the  Policy,  such Notes shall  continue to remain  Outstanding  for
purposes of this Indenture until the Insurer has been paid as subrogee hereunder
or  reimbursed  pursuant to the  Insurance  Agreement  as evidenced by a written
notice from the Insurer  delivered  to the  Indenture  Trustee,  and the Insurer
shall be deemed to be the  Holder of such  Notes to the  extent of any  payments
thereon made by the Insurer; and (2) Notes held by or to the order of the Issuer
will not be  considered  Outstanding  for purposes of  establishing  a quorum of
Noteholders at any meeting of Noteholders.

                  "Participants"  shall  mean the  direct  participants  of DTC,
which include securities brokers and dealers,  banks, trust companies,  clearing
corporations (including the Agent Member) and other organizations.

                  "Payment Date" shall mean the 20th day of the calendar  month,
or,  if any  such  20th day is not a  Business  Day,  then  the next  succeeding
Business Day, commencing on December 20, 2000.

                  "Permanent  Regulation  S Global  Note" shall have the meaning
set forth in Section 2.02 of this Indenture.

                  "Permitted  Indebtedness" shall mean (a) Indebtedness that (i)
is  represented  by an invoice,  statement  of  account,  check,  work  request,
purchase  order or other  similar  document  representing  expenses  relating to
activities of the Issuer in accordance with Article Three hereof,  (ii) is fully
and explicitly  subordinated  to the Notes and (iii) does not constitute a claim
against the Issuer to the extent that  excess  proceeds of the Trust  Estate are
insufficient to pay such debt and (b) the payables associated with SPV Operating
Expenses.

                  "Person"   shall  mean  any  legal   person,   including   any
individual,  corporation, limited liability company, partnership, joint venture,
association,  joint stock company,  trust  (including any beneficiary  thereof),
unincorporated organization or government or any agency or political subdivision
thereof.

                  "Plan" shall mean any ERISA Plan or "plan" (as defined in
Section 4975  of the Code) that is subject to Section 4975 of the Code.

                  "Policy"  shall mean the Note  Guaranty  Insurance  Policy No.
AB0408BE issued by the Insurer in respect of the Notes on the Closing Date.

                  "Policy  Account"  shall have the meaning set forth in Section
2.15 of this Indenture.

                  "Pre-Cut-Off Date Franchisee Payments" shall mean all payments
under the Franchise Documents received on or prior to the Cut-Off Date.

                  "Preference Claim" shall have the meaning set forth in Section
2.12(e) of this Indenture.

                  "Premium" shall mean the premium payable to the Insurer by the
Issuer as specified  in the Premium  Letter  including  the  Additional  Premium
Amount.

                  "Premium  Letter" shall mean that certain Premium Letter dated
the Closing Date between the Insurer and the Issuer, relating to the Policy, and
if from time to time as amended as permitted therein and herein, as so amended.

                  "Principal  Distribution" shall mean with respect to the Notes
on any Payment Date, the lesser of (i) Available  Funds after payment of amounts
required  pursuant to clauses  10.03(i)  through  10.03(iv)  as set forth in the
Priority of Payments  and (ii) the  Targeted  Principal  Payment plus any unpaid
Targeted Principal Payments from prior Payment Dates.

                  "Principal  Reinsurer" shall have the meaning assigned to such
term in the Insurance Agreement.

                  "Priority of  Payments"  shall mean the  application  of funds
provided for in Section 10.03 of this Indenture.

                  "Proceeding"  shall  mean a suit in  equity,  action at law or
other judicial or administrative proceeding.

                  "Qualified  Institutional  Buyer"  shall have the  meaning set
forth in Rule 144A.

                  "Qualified  Purchaser"  shall  have the  meaning  set forth in
Section 2(a)(51)(A) of the Investment Company Act.

                  "Rating Agency" shall mean Standard & Poor's and Moody's.

                  "RBA  Lockbox  Agreement"  shall  mean  the  Blocked  Accounts
Agreement  dated as of November  21, 2000 among Royal Bank of Canada,  Arby's of
Canada Inc. and the Trustee, and if amended from time to time, as so amended.

                  "Record Date" shall mean,  with respect to a Payment Date, the
last day of the immediately preceding calendar month.

                  "Registered"  shall mean a debt obligation  that is in
registered form within the meaning of Section  881(c)(2)(B)(i) of the Code.

                  "Registered Notes" shall have the meaning set forth in Section
2.02(c) of this Indenture.

                  "Regulation  S" shall mean  Regulation S under the  Securities
Act, as such  regulation  may be amended,  supplemented,  replaced or  otherwise
modified from time to time.

                  "Regulation S Global Note" shall have the meaning set forth in
Section 2.02 of this Indenture.

                  "Reimbursement"  shall mean the  reimbursement  (including any
interest thereon) payable by the Issuer, with respect to any payment made by the
Insurer under the Policy, pursuant to the terms of the Insurance Agreement.

                  "Residual Trap Amount" shall mean, for purposes of calculation
on any Accounting  Date,  either (i) upon the occurrence and  continuation  of a
Cash Trap Event,  25% of the Available Funds after payment of the sum of (A) the
Priority of Payments  described in Sections  10.03(i)  through Section  10.03(v)
hereof and (B) the Minimum  Funding Amount on such  Accounting Date or (ii) if a
Cash Trap Event is no longer continuing, $0.

                  "Responsible  Officer"  shall mean,  when used with respect to
the Indenture  Trustee,  any officer within the corporate trust and agency group
of the  Indenture  Trustee (or any successor  group of the  Indenture  Trustee),
including any managing  director,  vice  president,  assistant  vice  president,
assistant  secretary or any other officer of the Indenture  Trustee  customarily
performing  functions similar to those performed by any of the  above-designated
officers,  who shall in any case be responsible for the  administration  of this
document or have familiarity with it, and, with respect to particular  corporate
trust matters,  any other officer to whom any corporate trust matter is referred
at the Corporate Trust Office because of his or her knowledge of and familiarity
with the particular subject.

                  "Restaurant"  shall mean an Arby's(R) branded  restaurant at a
location in the United States or Canada.

                  "Royalty Rate" shall mean a fixed percentage specified in each
Franchise  Agreement utilized to calculate the Franchise  Royalties payable by a
Franchisee to the Franchisor.

                  "Rule 144A" shall mean Rule 144A under the Securities  Act, as
such rule may be amended, supplemented, replaced or otherwise modified from time
to time.

                  "Rule 144A  Global  Note"  shall have the meaning set forth in
Section 2.02(b) of this Indenture.

                  "Seasonality  Coverage  Account"  shall mean the trust account
(account no. 001633), established pursuant to Section 10.08 of this Indenture.

                  "Seasonality Coverage Balance" shall mean the funds on deposit
in the Seasonality Coverage Account.

                  "Seasonality Deposit Amount" shall mean an amount equal to the
greater of (i) the lesser of (A)  $50,000 and (B) any  amounts  remaining  after
application  of Available  Funds in accordance  with Sections  10.03(i)  through
10.03(viii),  and (ii) the amount specified by the Issuer,  subject to a maximum
amount  of  $500,000  on each  Payment  Date in each of  December,  January  and
February.

                  "Seasonality   Release   Amount"   shall  mean  (i)  for  each
Accounting Date in each of March, April and May of each year, such amount as may
be released at the  direction of the Issuer to reduce the  Seasonality  Coverage
Balance,  provided,  however,  the Seasonality  Release Amount on the Accounting
Date for the  month of each May shall be the  amount  necessary  to  reduce  the
Seasonality Coverage Balance to $0.

                  "Secured  Parties"  shall  mean (i) the  Indenture  Trustee on
behalf of the  Noteholders  and the Insurer,  (ii) the Indenture  Trustee in its
individual  capacity  and (iii)  the  Insurer,  all as  parties  secured  by the
Collateral,  as their  interest  may  appear in this  Indenture,  including  the
Granting Clauses and Priority of Payments hereof.

                  "Securities  Account"  shall  have the  meaning  set  forth in
Section 8-501 of the UCC.

                  "Securities  Act" shall mean the U.S.  Securities Act of 1933,
as  amended  and in  effect  from  time to time and the  rules  and  regulations
promulgated thereunder.

                  "Securities  Intermediary" shall have the meaning set forth in
Section 8-102(a)(14) of the UCC.

                  "Security  Entitlement"  shall have the  meaning  set forth in
Section 8-102(a)(17) of the UCC.

                  "Servicer  Order" or "Manager Order" shall mean an order of an
Authorized  Officer of the American  Servicer,  the Canadian  Servicer or the IP
Servicer, as applicable.

                  "Servicer  Termination Event" shall have the meaning set forth
in the American Servicing Agreement and the Canadian Servicing Agreement.

                  "Servicers"  shall mean the American Servicer and the Canadian
Servicer.

                  "Servicing  Agreements"  shall  mean  the  American  Servicing
Agreement and the Canadian Servicing Agreement.

                  "Servicing  Fee" shall mean the fees  payable to the  American
Servicer  and  the  Canadian  Servicer  pursuant  to  the  applicable  Servicing
Agreement  which  for any  Payment  Date  shall  mean an  amount  equal  to such
Servicer's  expenses incurred on a GAAP basis in the related  Collection Period,
provided that such fees shall be capped, (i) with respect to the 12-month period
after the Cut-Off Date, at  $36,500,000  in the aggregate for both Servicers and
(ii)  with  respect  to  each  12-month  period  thereafter   commencing  on  an
anniversary of the Cut-Off Date, at 42% of gross  Franchisee  Payments  received
during  such  period  in  the  aggregate  for  both  Servicers  (such  cap to be
calculated as of any date during such 12-month period based on cumulative  gross
Franchisee  Payments  received from the  commencement of such 12-month period to
such date) provided,  however,  that if the Debt Service Coverage Ratio is 1.10x
or less, Servicing Fees shall not, without the consent of the Controlling Party,
exceed  $25,000,000  per  12-month  period  thereafter  (subject to an annual 3%
increase as of each  anniversary  of the Cut-Off Date) (the  "$25,000,000  cap")
until the Debt Service  Coverage  Ratio has exceeded  1.10x for six  consecutive
Collection  Periods, at which time the cap on Servicing Fees shall once again be
calculated  in  accordance  with  clause  (ii)  above  with the  consent  of the
Controlling Party (which consent shall not be unreasonably  withheld),  provided
that, if at any time during the period when the Debt Service  Coverage  Ratio is
1.10x  or  less,  if the  $25,000,000  cap is  greater  than  if the  cap on the
Servicing  Fees is calculated in accordance  with clause (ii) above,  the cap on
Servicing  Fees shall be  calculated  in  accordance  with  clause  (ii)  above;
provided,  further,  in the event that a Servicer  Termination  Event shall have
occurred and a new Servicer  succeeds to the existing  Servicer,  the  successor
Servicer  shall be entitled to receive a Servicing Fee based on a market rate so
long  as  such  total  Servicing  Fee  does  not,  without  the  consent  of the
Controlling Party and the Certificateholder (such consent not to be unreasonably
withheld), exceed the cap specified in this definition.

                  "SPE  Administrator"  shall mean the administrator  engaged by
the Issuer pursuant to the SPE Administrator Letter.

                  "SPE  Administrator  Fees" shall mean all fees and indemnities
payable by the Issuer to the SPE Administrator pursuant to the SPE Administrator
Letter.

                  "SPE  Administrator  Letter" shall mean the engagement  letter
dated  November  13,,  2000  pursuant  to  which  the  Issuer  engaged  the  SPE
Administrator to provide certain services as specified therein, and if from time
to time amended as permitted therein and herein, as so amended.

                  "SPV   Indemnities"   shall   mean   the   sum  of   (i)   all
indemnification  obligations of the Issuer pursuant to the Transaction Documents
and (ii) the  indemnification  obligations  which the Issuer,  and to the extent
arising out of the transactions effected pursuant to the Transaction  Documents,
IP Holder,  FinCo and Holdings have to their respective  officers,  directors or
managers  under  their  related  organizational  documents  to the  extent  such
obligations  in this  subclause  (ii) are not  subject  to or  exceed  insurance
coverage.

                  "SPV Operating Expenses" shall mean all Trustee Fees, Industry
Consultant Fees,  Independent  Accountant Fees, SPE Administrator  Fees, Insurer
Indemnities,  SPV Indemnities,  Ordinary SPV Operating Expenses,  Organizational
Expenses  and fees,  if any,  relating to the  replacement  of the IP  Servicer,
provided,  however,  such amounts (other than the Industry  Consultant Fees upon
the occurrence of a Servicer Termination Event and other than indemnities) shall
not exceed  $500,000 in the aggregate in any given  12-month  period;  provided,
further,  that SPV Operating  Expenses comprised of indemnities shall not exceed
in the first  12-month  period  following  the Closing  Date  $1,000,000  in the
aggregate,  and in each  subsequent  12-month  period such maximum  amount shall
increase by an amount not exceeding $1,000,000 to the extent indemnities are not
paid during such prior 12-month period or decrease to the extent indemnities are
paid during such prior 12-month period, but the maximum amount shall in no event
exceed $5,000,000 in the aggregate during any such subsequent 12-month period or
be less than $1,000,000 in any such subsequent 12-month period. For avoidance of
doubt,  any SPV  Operating  Expenses  comprised of  indemnities  that exceed the
maximum  amount as described in the second  proviso in the  foregoing  sentence,
shall remain as accrued and unpaid SPV Operating  Expenses payable in accordance
with the Priority of Payments.

                  "Standard  & Poor's"  shall  mean  Standard  & Poor's  Ratings
Services, a division of The McGraw-Hill  Companies,  Inc. and its successors and
assigns,  if such successors and assigns shall continue to perform the functions
of a securities  rating agency; if such division or successors and assigns shall
for any reason no longer  perform the functions of a securities  rating  agency,
"Standard & Poor's" shall be deemed to refer to any other nationally  recognized
rating agency  designated by the Issuer with the written  consent of the Insurer
(so long as no Insurer Default shall have occurred and be continuing).

                  "Substituted  Person"  shall  have the  meaning  set  forth in
Section 11.01 of this Indenture.

                  "Targeted Principal Payment" shall mean, for any Payment Date,
the  principal  payment as  specified  on the  targeted  principal  amortization
schedule attached as Exhibit L hereto.

                  "Temporary  Regulation  S Global  Note" shall have the meaning
set forth in Section 2.02(a) of this Indenture.

                  "Term of the  Policy"  shall have the meaning set forth in the
Policy.

                  "Transaction    Documents"   shall   mean   the   Contribution
Agreements,  the Notes,  the Trust  Agreement,  the  Indenture,  each  Servicing
Agreement,  the IP Contribution Agreement,  the License Agreement, the Insurance
Agreement,  the Lockbox Agreements and the  organizational  documents of each of
Holdings, FinCo, IP Holder and the Issuer.

                  "Transfer/Renewal Fees" shall mean fees payable by Franchisees
in connection with the renewal or transfer of any existing Franchise Agreement.

                  "Transferee"   shall   mean  the   Person   that   receives  a
contribution  pursuant  to a  Contribution  Agreement  or  the  IP  Contribution
Agreement.

                  "Transferor"  shall mean a Person  that  makes a  contribution
pursuant to a Contribution Agreement or the IP Contribution Agreement.

                  "Trust Account" shall mean each of the Collection Account, the
Debt  Service  Reserve  Account,   the  Seasonality  Coverage  Account  and  the
Indemnification Account.

                  "Trust  Agreement"  shall mean the Amended and Restated  Trust
Agreement,  dated as of November 21, 2000, by and between the Issuer Trustee and
FinCo,  as it may be  amended  or  supplemented  from time to time as  permitted
thereby.

                  "Trust Estate" shall mean the Collateral and the rights of the
Indenture Trustee under the Policy, and including, without limitation, all other
money,  instruments  and other  property  and rights  subject or  intended to be
subject  to the  Lien of this  Indenture  for the  benefit  of all or any of the
Secured Parties as of any particular time, including all proceeds thereof.

                  "Trust  Termination  Date"  shall  mean the date on which  the
obligations of the Issuer  hereunder are terminated  pursuant to Section 4.01 of
this Indenture.

                  "Trustee Fees" shall mean fees and indemnities  payable by the
Issuer or the IP Holder,  as the case may be,  pursuant to the fee letters  with
the Issuer Trustee, Indenture Trustee and the trustee of the IP Holder.

                  "UCC" shall mean the Uniform Commercial Code as amended and in
effect from time to time in the State of New York.

                  "U.S. person" shall mean a "U.S. person" as defined in
Regulation S.

                  "Weighted  Average Life" shall mean the weighted  average life
of the Notes as determined in accordance  with  customary and standard  industry
practices.

SECTION 1.02 Interpretation. The definitions of terms defined herein are equally
applicable  both to the singular and plural forms of such terms,  and references
to such terms in the  masculine,  feminine or neuter  gender  shall be deemed to
include all genders. The words "herein",  "hereof",  "hereunder" and other words
of similar  import refer to this  Indenture as a whole and not to any particular
Article, Section, Subsection or other subdivision hereof.

                                  ARTICLE TWO

                                    THE NOTES

SECTION  2.01  Forms  Generally.   The  Notes  and  the  Authenticating  Agent's
certificates of authentication  thereon (the  "Certificates of  Authentication")
shall  be in  substantially  the  forms  required  by this  Article,  with  such
appropriate  insertions,  omissions,  substitutions  and other variations as are
required or permitted by this Indenture,  and may have such letters,  numbers or
other marks of identification  and such legends or endorsements  placed thereon,
as may be consistent  herewith,  determined by the Authorized  Officer(s) of the
Issuer  executing such Notes as evidenced by their execution of such Notes.  Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate  reference  thereto  on the face of the  Note.  The  Notes  shall be
typewritten, printed, lithographed or engraved or produced by any combination of
these methods (with or without steel engraved borders), all as determined by the
officer(s)  executing such Notes, as evidenced by their execution of such Notes.
Each Note shall be dated the date of its authentication.  The terms of the Notes
set forth in the Exhibits hereto are part of the terms of this Indenture.

SECTION 2.02 Forms of Notes and Certificates of Authentication. (a) Regulation S
Global Notes. (i) The Notes sold in "offshore  transactions" in reliance on (and
as defined in) Regulation S shall be represented initially by one or more global
notes (each, a "Temporary  Regulation S Global Note") substantially in the forms
set forth in Exhibit A-1 (form of Temporary  Regulation S Global Note) which the
Issuer shall issue to the Common  Depositary on terms that the Common Depositary
shall hold the same for the account of the Note Owners. The Temporary Regulation
S Global Notes shall be exchanged for interests in one or more permanent  global
notes (each,  a "Permanent  Regulation S Global Note" which,  together  with the
Temporary  Regulation  S  Global  Notes,  are  hereinafter  referred  to as  the
"Regulation S Global Notes")  substantially in the form set forth in Exhibit A-2
(form of Permanent  Regulation S Global Note) pursuant to Section  2.02(a)(iii),
below.  Regulation  S Global  Notes  shall be  issued in fully  registered  form
without interest coupons attached.

(ii) The  Permanent  Regulation  S Global Notes shall be  exchangeable  in their
entirety for Definitive Notes only pursuant to Section 2.02(a)(iv) hereof and in
accordance  with their terms and without charge (other than the costs of postage
and postal  insurance) and, upon complete exchange thereof or payment in full of
the principal of and interest on the Permanent  Regulation S Global Notes,  such
Notes shall be surrendered for cancellation  forthwith to the Indenture  Trustee
at the Corporate Trust Office. Until such exchange and except as provided in the
Permanent  Regulation S Global Notes, the Note Owner of a Permanent Regulation S
Global  Note  shall be  entitled  to the same  rights  and  benefits  under this
Indenture  as if it were the  Holder of  Definitive  Notes  represented  by such
Permanent Regulation S Global Notes.

(iii) At such time as the Distribution  Compliance Period shall have terminated,
and  subject  to  the  receipt  by  the  Indenture   Trustee  of  a  certificate
substantially  in the form of Exhibit E (form of clearance  system  certificate)
hereto signed by the applicable Clearing Agency and a certificate  substantially
in the form of Exhibit F hereto  (form of  certificate  of non-U.S.  ownership),
beneficial interests in the Temporary Regulation S Global Notes may be exchanged
outside of the United  States for equal  beneficial  interests in the  Permanent
Regulation S Global Notes, with such legends as may be applicable  thereto.  The
Permanent  Regulation  S Global Notes  delivered  in exchange for the  Temporary
Regulation  S Global  Notes shall not be mailed or  otherwise  delivered  to any
location  in the  United  States  in  connection  with such  exchange.  Upon any
exchange of any beneficial  interest in the Temporary  Regulation S Global Notes
for a  beneficial  interest in the  Permanent  Regulation  S Global  Notes,  the
Temporary  Regulation S Global Notes shall be endorsed by the Indenture  Trustee
outside of the United States to reflect the  reduction of the  principal  amount
evidenced thereby,  whereupon the principal amount of the Temporary Regulation S
Global Notes shall be reduced for all  purposes by the amount so  exchanged  and
endorsed.

(iv)  Each  Permanent  Regulation  S Global  Note  will be  exchangeable  in its
entirety for Definitive  Notes in fully registered form without interest coupons
attached upon the occurrence of one or more of the following events:  (A) either
Euroclear or  Clearstream  is closed for business for a continuous  period of 14
days (other  than by reason of holiday,  statutory  or  otherwise),  or (B) as a
result of any amendment to or change in, the laws or regulations of the State of
Delaware or of any  authority  therein or thereof  having power to tax or in the
interpretation  or  administration  of such  laws or  regulations  which  become
effective on or after the Closing Date,  the Issuer or the Indenture  Trustee is
or will be required to make any  deduction  or  withholding  from any payment in
respect of the Notes which would not be required if the Notes were in definitive
form.  Upon the surrender of any such Permanent  Regulation S Global Note to the
Indenture  Trustee for such exchange,  the Issuer will execute and deliver at or
from a location  outside the United States,  and the  Authenticating  Agent will
authenticate  and  deliver at or from a  location  outside  the  United  States,
Definitive Notes in exchange for such Permanent  Regulation S Global Note within
30 days of any such occurrence and shall record the names of the Holders of such
Notes in the Note  Register in  accordance  with the  provisions of Section 2.05
hereof.  Except as provided in this Section, Note Owners will not be entitled to
receive physical delivery of Definitive Notes (however,  nothing in this Section
2.02(a)(iv)  shall be read to limit the rights of any Note Owner of a Regulation
S Global Note to transfer such interest in accordance  with Sections  2.05(d)(i)
or (ii) hereof).

(b) Rule 144A Global  Notes.  The Notes offered and sold in the United States or
to U.S.  persons  shall  initially  be issued in the form of one or more  global
notes  (each,  a "Rule 144A Global  Note" and,  together  with the  Regulation S
Global Notes,  the "Global  Notes") in fully  registered  form without  interest
coupons,  substantially in the form set forth in Exhibit B with such appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted by this Indenture and such legends as may be applicable thereto, which
shall be deposited with the Indenture  Trustee at its Corporate Trust Office, as
custodian for DTC and  registered in the name of a nominee of DTC, duly executed
by the Issuer  and  authenticated  by the  Authenticating  Agent as  hereinafter
provided.

(i) The Issuer shall (A) request of DTC, and cooperate with DTC to ensure,  that
the DTC security  description and delivery order include a "3(c)(7)  marker" and
confirm  that the DTC user's  manual  contains  an accurate  description  of the
restriction on the holding and transfer of the Rule 144A Global Notes due to the
Issuer's  reliance on the exclusion to registration  provided by Section 3(c)(7)
of the  Investment  Company Act, (B) request of DTC, and  cooperate  with DTC to
ensure,  that DTC  sends to its  Participants  in  connection  with the  initial
offering  of the Notes a notice  substantially  in the form  attached  hereto as
Exhibit K and (C) request of DTC, and cooperate with DTC to ensure, that the DTC
Reference Directory includes each class of Rule 144A Global Notes in the listing
of 3(c)(7) issues together with an attached description of the limitations as to
the distribution, purchase, sale and holding of the Rule 144A Global Notes.

(ii) The Issuer  shall  maintain on the systems of DTC and  Bloomberg  Financial
Markets  Commodities  News the "3(c)(7) marker" in place on or about the Closing
Date,  except to the extent  that the  Issuer is  advised  by counsel  that such
indicators may be changed or deleted without the loss of the Issuer's  exemption
from  registration  under the Investment  Company Act. Except to the extent that
the Issuer is advised by counsel that such  indicator  may be changed or deleted
without  the  loss  of  the  Issuer's  exemption  from  registration  under  the
Investment  Company  Act,  the Issuer  shall  ensure that any  Bloomberg  screen
containing  information  about any Note  includes  the  following  (or  similar)
language:

(A)      "Note Box" on bottom of "Security Display" page describing the security
should state: "Iss'd Under 144A/3c7".

(B)  "Security  Display"  page should have  flashing  red  indicator  "See Other
Available Information".

                  The  indicator   should  link  to  the  "Additional   Security
Information"  page, which should state that the securities "are being offered in
reliance on the exemption  from  registration  under Rule 144A of the Securities
Act to persons who are (i)  Qualified  Institutional  Buyers (as defined in Rule
144A under the  Securities  Act),  (ii)  qualified  purchasers (as defined under
Section  3(c)(7)  under  the  Investment  Company  Act of 1940)  and (iii) not a
Competitor.

(c)  Registered  Notes.  The  Notes  sold to  investors  that are (1)  Qualified
Institutional Buyers pursuant to Rule 144A, (2) Qualified Purchasers and (3) not
Competitors,  or issued upon the transfer of a beneficial  interest in a Note in
the form of a Global Note to a U.S. person that is (1) a Qualified Institutional
Buyer pursuant to Rule 144A, (2) a Qualified Purchaser and (3) not a Competitor,
may be issued in definitive, fully registered form without interest coupons with
the applicable legend set forth in Exhibit D (form of Registered Note) and shall
be registered in the name of the beneficial owner or its nominee,  duly executed
by the Issuer  and  authenticated  by the  Authenticating  Agent as  hereinafter
provided.

SECTION 2.03 Authorized  Amount;  Denominations.  On the Closing Date, the Notes
that shall be  authenticated  and delivered under this Indenture shall be issued
in the Aggregate Outstanding Principal Amount of $290,000,000,  except for Notes
authenticated  and delivered  upon  registration  of transfer of, or in exchange
for,  or in lieu  of,  other  Notes  pursuant  to  Section  2.05 or 2.06 of this
Indenture.

                  The Notes shall be issuable in minimum  denominations  of
$1,000,000,  and  integral  multiples  of $1,000 in excess thereof.

SECTION 2.04 Execution, Authentication,  Delivery and Dating. The Notes shall be
executed  on  behalf  of the  Issuer by one of the  Authorized  Officers  of the
Issuer.  The signature of such Authorized  Officer on the Notes may be manual or
facsimile.

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

                  At any time and from  time to time  after  the  execution  and
delivery of this Indenture,  the Issuer may deliver Notes executed by the Issuer
to the Authenticating  Agent for  authentication  and the Authenticating  Agent,
upon receipt of an Issuer Order,  shall  authenticate  and deliver such Notes as
provided in this Indenture and not otherwise.

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

                  Upon the  transfer,  exchange or  replacement  of a Note under
this Section  2.04,  or under  Section 2.05 or 2.06,  the Issuer may require the
payment by the  Holder  thereof  of a sum  sufficient  to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses  (including the fees and expenses of the Indenture  Trustee)  connected
therewith.

                  Notes issued upon  transfer,  exchange or replacement of other
Notes  shall be issued  in  authorized  denominations  reflecting  the  original
Aggregate Outstanding Principal Amount of the Notes so transferred, exchanged or
replaced,  but shall represent only the current Aggregate  Outstanding Principal
Amount of the Notes so transferred, exchanged or replaced.

                  In the event that any Note is divided  into more than one Note
in  accordance  with  this  Article  Two,  the  original  Aggregate  Outstanding
Principal Amount of such Note shall be  proportionately  divided among the Notes
delivered in exchange therefor and shall be deemed to be the original  Aggregate
Outstanding Principal Amount of such subsequently issued Notes.

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

SECTION 2.05 Registration of Notes,  Registration of Transfers and Exchange. (a)
The Issuer  shall cause to be kept a register  (the "Note  Register")  in which,
subject to such  reasonable  regulations as it may  prescribe,  the Issuer shall
provide for the  registration  of Notes and the  registration  of  transfers  of
Notes.  The  Note  Register  shall be in  written  form or be  capable  of being
converted into written form within a reasonable  time. The Indenture  Trustee is
initially appointed "Note Registrar" for purposes of registering the Notes. Upon
any  resignation  or removal of the Note  Registrar,  the Issuer shall  promptly
appoint a successor or, in the absence of such appointment, assume the duties of
Note Registrar.

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

                  A Note and the obligations  evidenced  thereby may be assigned
or  otherwise  transferred  in whole or in part  pursuant  to the  terms of this
Section 2.05 only by the  registration  of such  assignment and transfer of such
Note on the Note  Register  (and  each Note  shall so  expressly  provide).  Any
assignment  or  transfer of all or a part of a Note shall be  registered  on the
Note Register only upon surrender for  registration of assignment or transfer of
the Note duly endorsed (or accompanied by a written  instrument of assignment or
transfer reasonably  satisfactory to the Indenture Trustee duly executed by such
transferee)  by the  registered  holder  thereof,  and thereupon one or more new
Notes in the same Aggregate  Outstanding Principal Amount shall be issued to the
designated  assignee  or  transferee  and the old Note shall be  returned to the
Issuer marked  "canceled".  Prior to the due  presentment  for  registration  or
assignment or transfer of any Note,  the Issuer,  the Indenture  Trustee and the
Registrar  shall treat the Person in whose name such Note is  registered  as the
owner thereof for the purpose of receiving all payments  thereon and, subject to
the provision of Section 2.08 hereof,  for all other  purposes,  notwithstanding
any notice to the contrary.

                  Subject to this Section 2.05, upon surrender for  registration
of transfer of any Note at the Issuer's  Office,  the Issuer shall execute,  and
the  Authenticating  Agent shall  authenticate  and deliver,  in the name of the
designated  transferee or  transferees,  one or more new Notes of any authorized
denomination and of a like Aggregate Outstanding Principal Amount.

                  Subject to the  provisions  of Section  2.02, at the option of
the Holder,  Notes may be exchanged for Notes of like terms,  in any  authorized
denominations and of like Aggregate Outstanding Principal Amount, upon surrender
of the  Notes to be  exchanged  at the  Issuer's  Office.  Whenever  any Note is
surrendered for exchange,  the Issuer shall execute and the Authenticating Agent
shall authenticate and deliver the Notes that the Noteholder making the exchange
is entitled to receive.

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

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

                  The Issuer  shall not be required  (i) to issue,  register the
transfer of or exchange  any Note  during a period  beginning  at the opening of
business 15 days before any  selection of Notes to be redeemed and ending at the
close of business in New York,  New York the day of the mailing of the  relevant
notice of  redemption,  or (ii) to register the transfer of or exchange any Note
so selected for redemption.

(b) No Note may be sold or transferred (including, without limitation, by pledge
or  hypothecation)  unless such sale or transfer is exempt from the registration
requirements  of  the  Securities  Act  and is  exempt  under  applicable  state
securities laws and the laws of any other applicable  jurisdiction.  No Note may
be offered, sold or delivered within the United States or to, or for the benefit
of, U.S. persons except to persons who are (i) Qualified  Institutional  Buyers,
(ii) Qualified  Purchasers and (iii) not Competitors who are purchasing Notes in
an Aggregate Principal  Outstanding Amount of not less than $1,000,000 for their
own account,  or for the accounts of one or more Persons that are (1)  Qualified
Institutional  Buyers,  (2) Qualified  Purchasers  and (3) not  Competitors in a
transaction  exempt from the  registration  requirements  of the  Securities Act
pursuant  to  Rule  144A  or  in a  transaction  exempt  from  the  registration
requirements of the Securities Act. The Notes may also be sold or resold, as the
case may be, to non-U.S.  persons who are (i) not U.S. residents for purposes of
Section  7(d)  of the  Investment  Company  Act in  "offshore  transactions"  in
reliance on Regulation S, (ii) Qualified  Purchasers and (iii) not  Competitors.
No interest in a  Regulation S Global Note or  Definitive  Note may be held by a
U.S.  person  at any  time.  Furthermore,  no Note  may be  sold or  transferred
(including without limitation, by pledge or hypothecation) to a Competitor. None
of the  Issuer,  the  Indenture  Trustee,  the  Insurer or any other  Person may
register any of the Notes under the Securities Act or any state securities laws.

(c) The  applicable  procedures  utilized  or  imposed  from time to time by any
Clearance System (collectively,  "Applicable Procedures") shall be applicable to
the  Global  Notes  insofar as and to the extent  beneficial  interests  in such
Global Notes are held by the Agent Members of or indirect  participants  in DTC,
Euroclear or  Clearstream.  Note Owners or Agent  Members of DTC,  Euroclear and
Clearstream  shall have no rights  under  this  Agreement  with  respect to such
Global Notes,  and the  Noteholder  may be treated by the Issuer,  the Indenture
Trustee, and the Insurer (and any agent of any of the foregoing) as the owner of
such Global Notes for all purposes  whatsoever.  Notwithstanding  the foregoing,
nothing  herein shall prevent the Issuer,  or the Indenture  Trustee from giving
effect to any written certification,  proxy or other authorization  furnished by
any Clearance  System or impair,  as between the Clearance  System and its Agent
Members or indirect participants, the operation of customary practices governing
the  exercise  of the  rights  of a  Holder  of any  Global  Note.  Requests  or
directions from, or votes of, the Common Depositary or any Clearance System with
respect to any matter shall not be deemed  inconsistent  if made with respect to
(or in separate  proportions  corresponding to) different beneficial owners. The
Indenture  Trustee  shall  not  have  any  duty  to  monitor,  maintain  records
concerning (or determine compliance with any of the restrictions on transfer set
forth herein with respect to) Note Owners.  Neither the Issuer nor the Indenture
Trustee  shall have any  liability for the accuracy of the records of the Common
Depositary  or any Clearance  System,  or any actions or omissions of the Common
Depositary  or any  Clearance  System (or of the Agent  Members  of or  indirect
participants in any Clearance System).

(d) A  Noteholder  may  transfer  a  Note  and a Note  Owner  may  transfer  its
beneficial  interest  in a Global  Note only in  accordance  with the  following
provisions:

(i) Temporary  Regulation S Global Note to Registered Note. If a Note Owner of a
Temporary  Regulation  S Global Note  wishes at any time after the  Distribution
Compliance   Period  to  transfer  its  beneficial   interest  in  an  Aggregate
Outstanding  Principal  Amount of not less  than  $1,000,000  in such  Temporary
Regulation S Global Note to a U.S. person, such Note Owner shall, subject to the
provisions  of this Section  2.05 and the  Applicable  Procedures,  transfer its
beneficial interest in such Temporary Regulation S Global Note for an equivalent
beneficial  interest in a Registered Note. Upon receipt by the Indenture Trustee
of (A) a transfer  certificate  in the form of Exhibit G, given by the holder of
such beneficial interest and stating that, in the case of a transfer, the Person
transferring such interest in the Temporary  Regulation S Global Note reasonably
believes that the Person acquiring such interest in the Registered Note is (i) a
Qualified  Institutional  Buyer and is obtaining such  beneficial  interest in a
transaction  meeting the  requirements  of Rule 144A and in accordance  with any
applicable  securities  laws of any  state of the  United  States  or any  other
jurisdiction,  (ii) a Qualified  Purchaser and (iii) is not a Competitor,  (B) a
transfer  certificate  in the form of Exhibit  H, given by the Person  acquiring
such  beneficial   interest   stating  that  such  Person  is  (i)  a  Qualified
Institutional  Buyer and is acquiring such beneficial  interest in a transaction
meeting the  requirements  of Rule 144A and in  accordance  with any  applicable
securities  laws of any State of the  United  States or any other  jurisdiction,
(ii) a Qualified  Purchaser  and (iii) not a Competitor  and (C) a written order
given in accordance with the Applicable Procedures,  the Indenture Trustee shall
instruct the Common Depositary to endorse the Temporary Regulation S Global Note
to reflect a reduction of the Aggregate  Outstanding Principal Amount thereof by
the Aggregate Outstanding Principal Amount of the beneficial interest thereof to
be so  transferred  and,  concurrently  with such  reduction,  the Issuer  shall
execute and furnish to the  Indenture  Trustee and the  Indenture  Trustee shall
authenticate and deliver to such transferee of such Note Owner a Registered Note
in the  Aggregate  Outstanding  Principal  Amount  equal  to the  amount  of the
reduction  in the  Aggregate  Outstanding  Principal  Amount  of  the  Temporary
Regulation S Global Note.

(ii) Permanent Regulation S Global Note to Registered Note. If a Note Owner of a
Permanent  Regulation  S Global Note  wishes at any time after the  Distribution
Compliance   Period  to  transfer  its  beneficial   interest  in  an  Aggregate
Outstanding  Principal  Amount of not less  than  $1,000,000  in such  Permanent
Regulation S Global Note to a U.S. person, such Note Owner shall, subject to the
provisions  of this Section  2.05 and the  Applicable  Procedures,  transfer its
beneficial  interest in such Permanent Global Note for an equivalent  beneficial
interest in a Registered  Note.  Upon receipt by the Indenture  Trustee of (A) a
transfer  certificate  in the  form of  Exhibit  G given by the  holder  of such
beneficial  interest  and stating  that,  in the case of a transfer,  the Person
transferring such interest in the Permanent  Regulation S Global Note reasonably
believes that the Person acquiring such interest in the Registered Note is (i) a
Qualified  Institutional  Buyer and is obtaining such  beneficial  interest in a
transaction  meeting the  requirements  of Rule 144A and in accordance  with any
applicable  securities  laws of any  state of the  United  States  or any  other
jurisdiction,  (ii) a  Qualified  Purchaser  and (iii) not a  Competitor,  (B) a
transfer  certificate  in the form of Exhibit  H, given by the Person  acquiring
such  beneficial   interest   stating  that  such  Person  is  (i)  a  Qualified
Institutional  Buyer and is acquiring such beneficial  interest in a transaction
meeting the  requirements  of Rule 144A and in  accordance  with any  applicable
securities  laws of any State of the  United  States or any other  jurisdiction,
(ii) a Qualified  Purchaser  and (iii) not a Competitor  and (C) a written order
given in accordance with the Applicable Procedures,  the Indenture Trustee shall
instruct the Common Depositary to endorse the Permanent Regulation S Global Note
to reflect a reduction of the Aggregate  Outstanding Principal Amount thereof by
the Aggregate Outstanding Principal Amount of the beneficial interest thereof to
be so  transferred  and,  concurrently  with such  reduction,  the Issuer  shall
execute and furnish to the Indenture  Trustee,  and the Indenture  Trustee shall
authenticate  and deliver to such  transferee  of such Note Owner,  a Registered
Note in a principal amount equal to the amount of the reduction in the Aggregate
Outstanding Principal Amount of the Permanent Regulation Global Note.

(iii)  Temporary  Regulation S Global Note to Rule 144A Global  Note.  If a Note
Owner of a  Temporary  Regulation  S Global Note and  deposited  with the Common
Depositary  wishes  at any time  after  the  Distribution  Compliance  Period to
exchange its interest in such Temporary Regulation S Global Note for an interest
in a Rule  144A  Global  Note or to  transfer  not less  than  $1,000,000  in an
Aggregate  Outstanding  Principal  Amount  of its  interest  in  such  Temporary
Regulation S Global Note to a Person who wishes to take delivery  thereof in the
form of an interest in the corresponding Rule 144A Global Note, such holder may,
subject to the immediately  succeeding  sentence and the Applicable  Procedures,
cause the  exchange or transfer of such  interest for an  equivalent  beneficial
interest in the Rule 144A Global Note. To the extent that the Indenture Trustee,
as  Note  Registrar,   has  received  (A)  instructions  from  DTC,   Euroclear,
Clearstream  or the  Common  Depositary,  as the  case  may  be,  directing  the
Indenture  Trustee,  as Note  Registrar,  to cause to be  credited a  beneficial
interest in the Rule 144A Global  Note equal to the  beneficial  interest in the
Temporary  Regulation S Global Note to be exchanged or transferred  but not less
than the minimum  denomination  applicable to any Notes held in the form of Rule
144A Global  Notes,  such  instructions  to contain  information  regarding  the
participant  account  with  the  Common  Depositary  to be  credited  with  such
increase,  (B) a  certificate  in the form of  Exhibit G, given by the holder of
such  beneficial  interest and stating that, (1) in the case of a transfer,  the
Person  transferring  such  interest in the  Temporary  Regulation S Global Note
reasonably  believes  that the Person  acquiring  such interest in the Rule 144A
Global  Note  is (a) a  Qualified  Institutional  Buyer  and is  obtaining  such
beneficial  interest in a transaction  meeting the requirements of Rule 144A and
in accordance  with any  applicable  securities  laws of any state of the United
States  or any  other  jurisdiction,  (b) a  Qualified  Purchaser  and (c) not a
Competitor  and, (C) a transfer  certificate  in the form of Exhibit H, given by
the Person acquiring such beneficial  interest stating that such Person is (i) a
Qualified  Institutional  Buyer and is acquiring such  beneficial  interest in a
transaction  meeting the  requirements  of Rule 144A and in accordance  with any
applicable  securities  laws of any  State of the  United  States  or any  other
jurisdiction,  (ii) a Qualified  Purchaser and (iii) not a Competitor and (D) in
the case of an exchange, a certificate satisfactory to the Indenture Trustee and
the Issuer  stating  that the holder is a  Qualified  Institutional  Buyer and a
Qualified  Purchaser,  then  the  Indenture  Trustee,  as Note  Registrar,  will
instruct the Common Depositary to reduce the Temporary  Regulation S Global Note
by the Aggregate  Outstanding Principal Amount of the beneficial interest in the
Temporary  Regulation  S Global Note to be  transferred  or  exchanged,  and the
Indenture  Trustee,  as Note  Registrar,  shall instruct the Common  Depositary,
concurrently  with such  reduction,  to credit  or cause to be  credited  to the
account of the Person  specified in such  instructions a beneficial  interest in
the Rule 144A Global Note equal to the reduction in the principal  amount of the
Regulation S Global Note.

(iv)  Permanent  Regulation  S Global Note to Rule 144A Global  Note.  If a Note
Owner  of a  Permanent  Regulation  S Global  Note  deposited  with  the  Common
Depositary  wishes  at any time  after  the  Distribution  Compliance  Period to
exchange its interest in such Permanent Regulation S Global Note for an interest
in a Rule  144A  Global  Note or to  transfer  not less  than  $1,000,000  in an
Aggregate  Outstanding  Principal  Amount  of its  interest  in  such  Permanent
Regulation S Global Note to a Person who wishes to take delivery  thereof in the
form of an interest in the corresponding Rule 144A Global Note, such holder may,
subject to the immediately  succeeding  sentence and the Applicable  Procedures,
cause the  exchange or transfer of such  interest for an  equivalent  beneficial
interest in the Rule 144A Global Note. To the extent that the Indenture Trustee,
as  Note  Registrar,   has  received  (A)  instructions  from  DTC,   Euroclear,
Clearstream  or the  Common  Depositary,  as the  case  may  be,  directing  the
Indenture  Trustee,  as Note  Registrar,  to cause to be  credited a  beneficial
interest in the Rule 144A Global  Note equal to the  beneficial  interest in the
Permanent  Regulation S Global Note to be exchanged or transferred  but not less
than the minimum  denomination  applicable to any Notes held in the form of Rule
144A Global  Notes,  such  instructions  to contain  information  regarding  the
participant  account  with  the  Common  Depositary  to be  credited  with  such
increase,  (B) a certificate in the form of Exhibit G hereto given by the holder
of such beneficial interest and stating that, (1) in the case of a transfer, the
Person  transferring  such  interest in the  Permanent  Regulation S Global Note
reasonably  believes  that the Person  acquiring  such interest in the Rule 144A
Global  Note  is (a) a  Qualified  Institutional  Buyer  and is  obtaining  such
beneficial  interest in a transaction  meeting the requirements of Rule 144A and
in accordance  with any  applicable  securities  laws of any state of the United
States  or any  other  jurisdiction,  (b) a  Qualified  Purchaser  and (c) not a
Competitor and (C) a transfer certificate in the form of Exhibit H, given by the
Person  acquiring  such  beneficial  interest  stating that such Person is (i) a
Qualified  Institutional  Buyer and is acquiring such  beneficial  interest in a
transaction  meeting the  requirements  of Rule 144A and in accordance  with any
applicable  securities  laws of any  State of the  United  States  or any  other
jurisdiction,  (ii) a Qualified Purchaser and (iii) not a Competitor,  then DTC,
Euroclear,  Clearstream  or the  Indenture  Trustee,  as  Note  Registrar,  will
instruct the Common Depositary to reduce the Permanent  Regulation S Global Note
by the Aggregate  Outstanding Principal Amount of the beneficial interest in the
Permanent  Regulation  S Global Note to be  transferred  or  exchanged,  and the
Indenture  Trustee,  as Note  Registrar,  shall instruct the Common  Depositary,
concurrently  with such  reduction,  to credit  or cause to be  credited  to the
account of the Person  specified in such  instructions a beneficial  interest in
the Rule 144A Global Note equal to the reduction in the principal  amount of the
Regulation S Global Note.

(v)  Registered  Note to  Regulation S Global Note.  If a Holder of a Registered
Note wishes at any time to transfer its beneficial  interest in such  Registered
Note to a Person that is not a U.S.  person,  such Holder shall,  subject to the
provisions  of this Section  2.05 and the  Applicable  Procedures,  transfer its
beneficial  interest  in  such  Registered  Note  for an  equivalent  beneficial
interest in the applicable Temporary Regulation S Global Note (or, after the end
of the Distribution  Compliance Period the Permanent  Regulation S Global Note).
Such transfer to a Person that is not a U.S. person shall be to non-U.S. persons
who are (i) not U.S.  residents  for purposes of Section 7(d) of the  Investment
Company  Act in  "offshore  transactions"  in  reliance  on  Regulation  S, (ii)
Qualified  Purchasers and (iii) not  Competitors.  Upon receipt by the Indenture
Trustee of (A) transfer  certificates  substantially in the form of the transfer
certificates   set  forth  as  Exhibit  I  and  Exhibit  J,  (B)  a  certificate
substantially in the form of the certificate of non U.S.  ownership set forth as
Exhibit F hereto and (C) a written order given in accordance with the Applicable
Procedures,   the  Indenture  Trustee  shall  cancel  such  Registered  Note  in
accordance  with Section  2.09 and record the  transfer in the Note  Register in
accordance  with Section 2.05(a) and  concurrently  with such  cancellation  and
recordation  shall  instruct  the Common  Depositary  to endorse  the  Temporary
Regulation  S Global  Note  (or,  after the end of the  Distribution  Compliance
Period,  the  Permanent  Regulation S Global Note) to reflect an increase of the
aggregate principal amount thereof by the Aggregate Outstanding Principal Amount
of the Registered Note to be so transferred.

(vi)  Registered Note to Rule 144A Global Note. If a Holder of a Registered Note
wishes at any time to transfer its beneficial  interest in such  Registered Note
to a Person that is a U.S. person, such Holder shall,  subject to the provisions
of this  Section 2.05 and the  Applicable  Procedures,  transfer its  beneficial
interest in such  Registered Note for an equivalent  beneficial  interest in the
applicable  Rule 144A  Global  Note.  Such  transfer to a U.S.  person  shall be
persons who are (i) Qualified  Institutional  Buyers, (ii) Qualified  Purchasers
and (iii) not  Competitors  who are purchasing  Notes in an Aggregate  Principal
Outstanding Amount of not less than $1,000,000 for their own account, or for the
accounts of one or more Persons that are (1) Qualified Institutional Buyers, (2)
Qualified  Purchasers and (3) not  Competitors in a transaction  exempt from the
registration  requirements  of the  Securities Act pursuant to Rule 144A or in a
transaction  exempt from the  registration  requirements  of the Securities Act.
Upon receipt by the Indenture Trustee of (A) transfer certificates substantially
in the form of the transfer certificates set forth as Exhibit G and H, and (B) a
written order given in accordance with the Applicable Procedures,  the Indenture
Trustee shall cancel such  Registered  Note in accordance  with Section 2.09 and
record the transfer in the Note Register in accordance  with Section 2.05(a) and
concurrently  with such  cancellation and recordation  shall instruct the Common
Depositary  to endorse  the Rule 144A  Global Note to reflect an increase of the
aggregate principal amount thereof by the Aggregate Outstanding Principal Amount
of the Registered Note to be so transferred.

(vii) Rule 144A Global Note to  Regulation S Global  Note.  If a Note Owner of a
Rule 144A Global Note deposited with the Common Depositary wishes at any time to
exchange  its  interest  in such Rule 144A  Global  Note for an  interest in the
corresponding Regulation S Global Note, or to transfer its interest in such Rule
144A Global Note to a Person who wishes to take delivery  thereof in the form of
an interest in the corresponding Regulation S Global Note, such holder, provided
such holder or, in the case of a transfer to another Person,  such Person is not
a U.S.  Person,  may,  subject to  Section  2.05(d)  hereof and the  immediately
succeeding sentence and the Applicable Procedures, exchange or transfer or cause
the exchange or transfer of such interest for an equivalent  beneficial interest
in the Regulation S Global Note;  provided that, in each case,  such  beneficial
interest in such  Regulation  S Global  Note shall be held at all times  through
DTC.  Upon  receipt  by  the  Indenture  Trustee,  as  Note  Registrar,  of  (A)
instructions given in accordance with the Common Depositary's procedures from an
Agent  Member  directing  the  Indenture  Trustee  to  cause  to be  credited  a
beneficial  interest in the  Regulation  S Global Note in an amount equal to the
beneficial interest in the Rule 144A Global Note to be exchanged or transferred,
(B) a written order given in accordance with the Common Depositary's  procedures
containing   information   regarding  the  participant  account  of  the  Common
Depositary  and,  in the  case of a  transfer  or  exchange  pursuant  to and in
accordance with Regulation S, the DTC account to be credited with such increase,
(C) a  certificate  substantially  in the  form of the  certificate  of non U.S.
ownership  set  forth as  Exhibit  F hereto,  (D) a  certificate  in the form of
Exhibit  I given by the  holder of such  beneficial  interest  stating  that the
exchange or  transfer  of such  interest  has been made in  compliance  with the
transfer  restrictions  applicable to the Global Notes,  including in accordance
with  Regulation S and (E) a  certificate  in the form of Exhibit J given by the
purchaser of such beneficial  interest  stating that the exchange or transfer of
such  interest  has  been  made in  compliance  with the  transfer  restrictions
applicable to the Global Notes,  including in accordance  with Regulation S, the
Indenture  Trustee,  as Note Registrar,  shall instruct the Common Depositary to
reduce the  principal  amount of the Rule 144A Global  Note and to increase  the
principal  amount of the  Regulation  S Global Note by the  aggregate  principal
amount of the  beneficial  interest in the Rule 144A Global Note to be exchanged
or  transferred,  and to credit or cause to be  credited  to the  account of the
Person specified in such instructions a beneficial  interest in the Regulation S
Global  Note equal to the  reduction  in the  principal  amount of the Rule 144A
Global Note.

(viii) Transfer of Interests in a Registered Note.  Registered Notes may only be
transferred  to investors  that are (A) Qualified  Institutional  Buyers who are
also  Qualified  Purchasers  in  transactions  exempt  under  Rule 144A from the
registration  requirements of the Securities  Act, (B) non-U.S.  persons who are
also Qualified  Purchasers in  transactions  exempt under  Regulation S from the
registration  requirements  of the Securities Act, which investors take delivery
in the form of a Regulation S Global Note or, if applicable,  a Definitive  Note
and (C) in each case with respect to clauses (A) and (B) above, to investors who
are not Competitors and in accordance with any applicable securities laws of any
state  of the  United  States  and  any  other  applicable  jurisdiction  and in
compliance  with the  requirements  of this Section  2.05.  The  transferor  and
transferee of any such  Registered Note shall be required to execute and deliver
to the Indenture  Trustee,  a transfer  certificate in substantially the form of
the transfer certificate set forth as Exhibit G and H, respectively.

(ix) Transfer of Interests in the Global Notes.  Notwithstanding anything herein
to the  contrary,  transfers  of  interests  in a Global Note may be made (a) by
book-entry transfer of beneficial  interests within the relevant Clearing Agency
or (b) (i) in the case of transfers of interests in a Rule 144A Global Note,  in
accordance with Section 2.05(d)(iii) hereof, or (ii) in the case of transfers of
interest in a Regulation S Global Note, in accordance  with Section  2.05(d)(vi)
hereof; provided that, in the case of any such transfer of interests pursuant to
clause (a) or (b) above, such transfer is made in accordance with subsection (x)
below.

(x)  Restrictions  on  Transfers.  (A)  Transfers  of interest in a Regulation S
Global Note to a U.S.  Person or a U.S.  resident (as determined for purposes of
the investment  Company Act) after the Distribution  Compliance  Period shall be
made by (a)  delivery  of an  interest  in a Rule 144A  Global Note and shall be
limited to transfers made pursuant to the provisions of Sections 2.05(d)(iii) or
(iv) or (b) delivery of an interest in a Registered Note and shall be limited to
transfers  made  pursuant  to the  provisions  of  Section  2.05(d)(i)  or (ii).
Beneficial  interests  in a  Regulation  S Global Note may only be held  through
Euroclear and Clearstream.

(B) Any transfer of an interest in a Rule 144A Global Note or a Registered  Note
to a  U.S.  Person  or a  U.S.  resident  (as  determined  for  purposes  of the
Investment Company Act) that is not a Qualified Purchaser shall be null and void
and shall not be given  effect  for any  purpose  hereunder,  and the  Indenture
Trustee  shall  hold any  funds  conveyed  by the  intended  transferee  of such
interest in such Rule 144A Global Note or such  Registered Note in trust for the
transferor and shall  promptly  reconvey such funds to such Person in accordance
with the  written  instructions  thereof  delivered  to the  Indenture  Trustee.
Beneficial interests in Rule 144A Global Notes may only be held through DTC.

(xi) Transfer of Interests in a Definitive  Note.  Definitive  Notes may only be
transferred  to  investors  that  are (A)  non-U.S.  persons  who  are not  U.S.
residents  for  purposes  of  Section  7(d)  of the  Investment  Company  Act in
transactions exempt under Regulation S from the registration  requirement of the
Securities  Act and who  are  also  Qualified  Purchasers  or (B) (I)  Qualified
Institutional  Buyers and (II) Qualified Purchasers in transactions exempt under
Rule 144A from the  registration  requirements  of the  Securities Act and which
investors  take  delivery in the form of a Registered  Note and (C) in each case
with respect to clauses (A) and (B) above, to investors who are not Competitors.

(e) Each  Person who  becomes a Holder of a  Registered  Note will  make,  or if
permitted by the Issuer,  be deemed to have made the  representations  set forth
below:

(i) (A) The Holder is a Qualified Institutional Buyer and a Qualified Purchaser,
(B) the Holder is aware that the sale to it is being made  pursuant to Rule 144A
and is  purchasing  the Notes for its own  account  or the  account  of  another
Qualified Purchaser that is also a Qualified Institutional Buyer as to which the
Holder exercises sole investment  discretion and each of the Holder and any such
account is acquiring the Notes as principal  for its own account for  investment
and not for sale in connection with any distribution thereof, (C) the Holder and
any such account was not formed solely for the purpose of investing in the Notes
(except  when  each  beneficial  owner of the  Holder or any such  account  is a
Qualified Purchaser),  (D) to the extent the Holder (or any account for which it
is purchasing the Notes) is a private investment company formed before April 30,
1996,  the Holder and each such account has received the necessary  consent from
its  beneficial  owners  without  loss of any  applicable  exemptions  under the
Investment  Company  Act,  (E) the Holder and any such account is not a pension,
profit  sharing or other  retirement  trust fund or plan in which the  partners,
beneficiaries  or  participants,  as  applicable,  may designate the  particular
investments  to be made,  (F) the  Holder is not a  broker-dealer  that owns and
invests on a discretionary  basis less than $25,000,000 in securities of issuers
that are not affiliated persons of the dealer, (G) the Holder agrees that it and
each such account  shall not hold such Notes for the benefit of any other Person
and shall be the sole  beneficial  owner  thereof for all  purposes  and that it
shall not sell  participation  interests  in the  Notes or enter  into any other
arrangement pursuant to which any other Person shall be entitled to a beneficial
interest in the distributions on the Notes, (H) the Notes purchased  directly or
indirectly  by the Holder or any  account for which it is  purchasing  the Notes
constitute  an  investment  of no more  than 40% of the  Holder's  and each such
account's  assets (except when each  beneficial  owner of the Holder or any such
account is a  Qualified  Purchaser),  (I) the  Holder  and each such  account is
purchasing the Notes in a principal  amount of not less than  $1,000,000 for the
Holder and each such account, (J) the Holder will provide notice of the transfer
restrictions set forth in this Indenture  (including the exhibits hereto) to any
transferee  of its Notes and (K) the  Holder  understands  and  agrees  that any
purported  transfer  of the  Notes to a Holder  that  does not  comply  with the
requirements of this subsection (i) shall be null and void ab initio and that no
representation is made by the Issuer, the Insurer or the Initial Purchasers,  as
the case may be, to the Holder as to the availability of any exemption under the
Securities Act, the Investment  Company Act or any state securities laws for the
resales of the Notes.

(ii)  The  Holder  understands  that  the  Notes  are  being  offered  only in a
transaction  not  involving  any public  offering  or sale in the United  States
within the meaning of the  Securities  Act, the Notes have not been and will not
be registered under the Securities Act, and, if in the future the Holder decides
to offer,  resell,  pledge or otherwise  transfer  the Notes,  such Notes may be
reoffered,  resold or pledged or otherwise  transferred only (A) (i) to a person
whom the  purchaser  reasonably  believes  is a  Qualified  Institutional  Buyer
purchasing  for its own account or for the account of a Qualified  Institutional
Buyer as to which  the  purchaser  exercises  sole  investment  discretion  in a
transaction  meeting  the  requirements  of Rule  144A  or  (ii) in an  offshore
transaction  complying  with  Regulation  S  and  (B)  in  accordance  with  all
applicable  securities laws of the states of the United States.  The Holder also
understands that the Issuer has not been registered under the Investment Company
Act.  Before any interest in a Note may be offered,  sold,  pledged or otherwise
transferred  to a person who takes  delivery  in the form of an  interest in the
Regulation S Global Notes, the transferor and the transferee will be required to
provide  the  Indenture  Trustee  with a  written  certification  in the form of
Exhibits I and J respectively,  as to compliance with the transfer  restrictions
described herein.  The Holder understands and agrees that any purported transfer
of the Notes to a purchaser that does not comply with the  requirements  of this
clause (ii) shall be null and void ab initio and that no  representation is made
by  the  Issuer  or the  Initial  Purchasers,  as the  case  may  be,  as to the
availability of any exemption  under the Securities Act, the Investment  Company
Act or any state securities laws for resale of the Notes.

(iii)  The  Holder  is not  purchasing  the  Notes  with a view  to the  resale,
distribution  or other  disposition  thereof in violation of the Securities Act.
The Holder  understands  that an investment in the Notes involves certain risks,
including the risk of loss of all or a substantial  part of its investment under
certain  circumstances.  The Holder has had access to such  financial  and other
information  concerning  the  Issuer  and the  Notes as it deemed  necessary  or
appropriate in order to make an informed investment decision with respect to its
purchase of the Notes,  including an opportunity to ask questions of and request
information from the Issuer.

(iv) In connection with the purchase of the Notes:  (A) none of the Issuer,  the
Initial  Purchasers,  the Insurer or the  Servicers  is acting as a fiduciary or
financial or  investment  adviser for the Holder;  (B) the Holder is not relying
(for purposes of making any investment  decision or otherwise)  upon any advice,
counsel or representations  (whether written or oral) of the Issuer, the Initial
Purchasers,  the Insurer, the Indenture Trustee or the Servicers other than in a
current offering memorandum for such Notes and any representations expressly set
forth in a  written  agreement  with such  party;  (C) none of the  Issuer,  the
Initial  Purchasers,  the Insurer,  the Indenture  Trustee or the Servicers have
given to the Holder  (directly  or  indirectly  through  any other  Person)  any
assurance,  guarantee,  or  representation  whatsoever  as to  the  expected  or
projected  success,   profitability,   return,   performance,   result,  effect,
consequence,   or  benefit  (including  legal,   regulatory,   tax,   financial,
accounting,  or otherwise) of this Indenture or documentation for the Notes; (D)
the  Holder  has  consulted  with  its own  legal,  regulatory,  tax,  business,
investment,  financial,  and  accounting  advisers  to the  extent it has deemed
necessary,  and it has made its own investment  decisions  (including  decisions
regarding the suitability of any transaction  pursuant to this Indenture)  based
upon its own  judgment  and upon any advice from such  advisers as it has deemed
necessary and not upon any view expressed by the Issuer, the Initial Purchasers,
the  Insurer,  the  Indenture  Trustee  or the  Servicers;  (E) the  Holder  has
determined that the rates, prices or amounts and other terms of the purchase and
sale of the Notes reflect those in the relevant market for similar transactions;
(F) the Holder is purchasing the Notes with a full  understanding  of all of the
terms, conditions and risks thereof (economic and otherwise),  and it is capable
of assuming and willing to assume  (financially  and otherwise) those risks; and
(G) the Holder is a sophisticated investor.

(v) The Holder  understands  that the Notes offered in reliance on the exemption
from  registration  under  the  Securities  Act  provided  by Rule 144A or on an
exemption  from  registration  under the Securities Act will bear the applicable
legend set forth in Exhibit D, and will be represented by one or more Registered
Notes. The Holder also understands that the Registered Notes and Rule 144A Notes
may not at any  time  be held by or on  behalf  of  U.S.  persons  that  are (A)
Competitors,  (B)  not  Qualified  Institutional  Buyers  or (C)  not  Qualified
Purchasers.  Before any  interest in a Registered  Note may be offered,  resold,
pledged or otherwise  transferred  to a Person who takes delivery in the form of
an interest in a Global Note, the transferor will be required to comply with the
requirements set forth above in Section  2.05(d)(v) or (vi), as applicable as to
compliance with the transfer restrictions.

(vi) (A) The Holder or any holder of an interest in a Note  understands  that no
employee  benefit or other plan that is subject to ERISA or Section  4975 of the
Code, and no entity whose  underlying  assets include "plan assets" by reason of
any such plan's  investment  in the entity,  and no  governmental  plan which is
subject to any federal,  state or local law that is substantially similar to the
provisions  of Section 406 of ERISA or Section  4975 of the Code may purchase or
hold such Note or any interest therein,  unless such purchase and the holding of
such  Note  or such  interest  therein  would  not  constitute  or  result  in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or in
the case of a governmental  plan, any  substantially  similar federal,  state or
local law).  The Holder of a Note, or any holder of an interest in a Note by its
purchase and holding of a Note or any interest therein,  represents and warrants
that (1) it is  neither  an  employee  benefit  or other plan that is subject to
ERISA or Section 4975 of the Code nor any entity whose underlying assets include
"plan assets" by reason of such plan investment in the entity nor a governmental
plan subject to any federal, state or local law that is substantially similar to
the provisions of Section 406 of ERISA or Section 4975 of the Code; or (2) if it
is an entity described in clause (1), the acquisition or holding of such Note or
an interest  therein will not  constitute  or result in a non-exempt  prohibited
transaction  under  ERISA  or  Section  4975 of the  Code  (or in the  case of a
governmental plan, any substantially similar federal, state or local law).

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

(viii)   The Holder is not a Competitor.

(ix) The Holder understands that the Issuer, the Indenture Trustee, the Insurer,
the Initial  Purchasers and their respective counsel will rely upon the accuracy
and  truth of the  foregoing  representations,  and it hereby  consents  to such
reliance.

(f) Each  Person  who  becomes  a Note  Owner of a Rule  144A  Global  Note will
represent, or if permitted by the Issuer, will be deemed to have represented and
agreed with the Issuer as follows:

(i) (A) The Note  Owner  is a  Qualified  Institutional  Buyer  and a  Qualified
Purchaser,  (B) the  Note  Owner is  aware  that  the  sale to it is being  made
pursuant  to Rule 144A and is  purchasing  the Notes for its own  account or the
account of another  Qualified  Purchaser that is also a Qualified  Institutional
Buyer as to which the Note Owner exercises sole  investment  discretion and each
of the Note Owner and any such account is acquiring  the Notes as principal  for
its own  account  for  investment  and  not for  sale  in  connection  with  any
distribution  thereof,  (C) the Note Owner and any such  account  was not formed
solely for the purpose of  investing in the Notes  (except when each  beneficial
owner of the Note Owner or any such  account is a Qualified  Purchaser),  (D) to
the extent the Note Owner (or any account for which it is purchasing  the Notes)
is a private investment company formed before April 30, 1996, the Note Owner and
each such account has received the necessary  consent from its beneficial owners
without loss of any applicable  exemption under the Investment  Company Act, (E)
the Note Owner and any such  account is not a pension,  profit  sharing or other
retirement  trust  fund  or  plan  in  which  the  partners,   beneficiaries  or
participants,  as  applicable,  may designate the  particular  investments to be
made,  (F) the Note  Owner is not a  broker-dealer  that owns and  invests  on a
discretionary  basis less than $25,000,000 in securities of issuers that are not
affiliated  persons of the  dealer,  (G) the Note Owner  agrees that it and each
such  account  shall not hold such Notes for the benefit of any other Person and
shall be the sole  beneficial  owner  thereof for all purposes and that it shall
not  sell  participation  interests  in  the  Notes  or  enter  into  any  other
arrangement pursuant to which any other Person shall be entitled to a beneficial
interest in the distributions on the Notes, (H) the Notes purchased  directly or
indirectly by the Note Owner or any account for which it is purchasing the Notes
constitute  an  investment of no more than 40% of the Note Owner's and each such
account's  assets  (except when each  beneficial  owner of the Note Owner or any
such account is a Qualified Purchaser), (I) the Note Owner and each such account
is purchasing  the Notes in a principal  amount of not less than  $1,000,000 for
the Note Owner and each such account,  (J) the Note Owner will provide notice of
the transfer  restrictions  set forth in this Indenture  (including the exhibits
hereto) to any  transferee of its Notes and (K) the Note Owner  understands  and
agrees  that any  purported  transfer of the Notes to a Note Owner that does not
comply with the  requirements  of this  subsection (i) shall be null and void ab
initio and that no  representation  is made by the  Issuer,  the  Insurer or the
Initial Purchasers, as the case may be, to the Note Owner as to the availability
of any exemption  under the Securities  Act, the  Investment  Company Act or any
state securities laws for the resales of the Notes.

(ii) The Note  Owner  understands  that the Notes  have not been and will not be
registered under the Securities Act, and may be reoffered,  resold or pledged or
otherwise  transferred  only (A) (i) to a person whom the  purchaser  reasonably
believes is a Qualified  Institutional  Buyer  purchasing for its own account or
for the account of a  Qualified  Institutional  Buyer as to which the  purchaser
exercises sole investment  discretion in a transaction  meeting the requirements
of Rule 144A or (ii) in an offshore  transaction  complying of  Regulation S and
(B) in  accordance  with all  applicable  securities  laws of the  states of the
United  States.  The Note  Owner also  understands  that the Issuer has not been
registered  under the Investment  Company Act. Before any interest in a Note may
be  offered,  sold,  pledged  or  otherwise  transferred  to a person  who takes
delivery in the form of an interest in the Regulation S Global  Securities,  the
transferor and the transferee will be required to provide the Indenture  Trustee
with written certifications in the form of Exhibits I and J respectively,  as to
compliance  with the  transfer  restrictions  described  herein.  The Note Owner
understands  and agrees that any purported  transfer of the Notes to a purchaser
that does not comply with the requirements of this clause (ii) shall be null and
void ab initio and that no  representation  is made by the Issuer or the Initial
Purchasers,  as the case may be, as to the  availability  of any exemption under
the Securities Act, the Investment  Company Act or any state securities laws for
resale of the Notes.

(iii) The Note Owner is not  purchasing the Notes with a view toward the resale,
distribution  or other  disposition  thereof in violation of the Securities Act.
The Note Owner  understands  that an  investment in the Notes  involves  certain
risks,  including  the risk of loss of its entire  investment in the Notes under
certain circumstances. The Note Owner has had access to such financial and other
information  concerning  the  Issuer  and the  Notes as it deemed  necessary  or
appropriate in order to make an informed investment decision with respect to its
purchase of the Notes,  including an opportunity to ask questions of and request
information from the Issuer.

(iv) In connection with the purchase of the Notes:  (A) none of the Issuer,  the
Initial  Purchasers,  the  Servicers,  the Insurer or the  Indenture  Trustee is
acting as a fiduciary or financial or investment adviser for the holder; (B) the
Note Owner is not relying  (for  purposes of making any  investment  decision or
otherwise) upon any advice, counsel or representations (whether written or oral)
of the Issuer,  the Initial  Purchasers,  the Servicers or the Indenture Trustee
other  than in the  offering  circular  for such  Notes and any  representations
expressly  set forth in a written  agreement  with such  party;  (C) none of the
Issuer,  the Initial  Purchasers,  the Insurer,  the  Servicers or the Indenture
Trustee has given to the Note Owner  (directly or  indirectly  through any other
person)  any  assurance,  guarantee,  or  representation  whatsoever  as to  the
expected or  projected  success,  profitability,  return,  performance,  result,
effect,  consequence or benefit (including legal,  regulatory,  tax,  financial,
accounting or  otherwise)  as to an investment in the Notes;  (D) the Note Owner
has  consulted  with  its own  legal,  regulatory,  tax,  business,  investment,
financial and accounting advisers to the extent it has deemed necessary,  and it
has  made  its own  investment  decisions  (including  decisions  regarding  the
suitability of any transaction  pursuant to this  Indenture)  based upon its own
judgment and upon any advice from such  advisers as it has deemed  necessary and
not upon any view expressed by the Issuer, the Initial Purchasers,  the Insurer,
the  Servicers or the  Indenture  Trustee;  (E) the Note Owner has evaluated the
rates, prices or amounts and other terms and conditions of the purchase and sale
of the Notes with a full understanding of all of the risks thereof (economic and
otherwise), and it is capable of assuming and willing to assume (financially and
otherwise) those risks; and (F) the Note Owner is a sophisticated investor.

(v) The Note Owner or any Note Owner of an interest in a Note  understands  that
no  employee  benefit or other plan that is subject to ERISA or Section  4975 of
the Code, and no entity whose underlying  assets include "plan assets" by reason
of any such plan's  investment in the entity,  and no governmental plan which is
subject to any federal,  state or local law that is substantially similar to the
provisions  of Section 406 of ERISA or Section  4975 of the Code may purchase or
hold such Note or any interest  therein,  unless such purchase and the owning of
such  Note  or such  interest  therein  would  not  constitute  or  result  in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or in
the case of a governmental  plan, any  substantially  similar federal,  state or
local  law).  The Note  Owner  or any  owner of an  interest  in a Note,  by its
purchase and owning of a Note or any interest  therein,  represents and warrants
that (1) it is  neither  an  employee  benefit  or other plan that is subject to
ERISA or Section 4975 of the Code nor any entity whose underlying assets include
"plan assets" by reason of such plan investment in the entity nor a governmental
plan subject to any federal, state or local law that is substantially similar to
the provisions of Section 406 of ERISA or Section 4975 of the Code; or (2) if it
is an entity  described in clause (1), that the  acquisition  or holding of such
Note or an  interest  therein  will not  constitute  or result  in a  non-exempt
prohibited  transaction  under ERISA or Section 4975 of the Code (or in the case
of a governmental plan, any substantially similar federal, state or local law).

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

(vii) The Notes will bear the applicable legends set forth in Exhibit B hereto.

(viii)   The Note Owner is not a Competitor.

(ix) The Note Owner  understands  that the Issuer,  the Indenture  Trustee,  the
Insurer, the Initial Purchasers, and their respective counsel will rely upon the
accuracy and truth of the foregoing  representations,  and it hereby consents to
such reliance.

(g) Each Note Owner of a beneficial  interest in a Regulation S Global  Security
will be deemed to have  represented  and agreed  with the Issuer as set forth in
clauses (ii), (iii),  (iv), (v), (vi), (viii) and (ix) above and to have further
represented  and agreed  with the  Issuer  that (i) the Note Owner is a non-U.S.
Person  that  is a  Qualified  Purchaser  acquiring  the  Notes  in an  offshore
transaction  meeting the  requirements of Regulation S and in a principal amount
of not less than  $1,000,000;  (ii) such Note Owner is not acquiring any Note as
part of a plan to reduce,  avoid or evade U.S.  federal income taxes owed, owing
or potentially owed or owing;  (iv) the Note Owner is aware that the Notes being
sold to it will be represented (1) initially by one or more Temporary Regulation
S Global Notes and (2) on or after the last day of the  Distribution  Compliance
Period,  by one or more  Permanent  Regulation S Global Notes,  and that in each
case  beneficial  interests  therein  may be  held  only  through  Euroclear  or
Clearstream;  and (v) the  Note  Owner  understands  that,  prior  to the  first
Business Day following the Distribution  Compliance  Period, any resale or other
transfer of beneficial  interests in a Temporary Regulation S Global Note in the
United States or to U.S. Persons shall not be permitted.

(h) Each Note Owner of a  beneficial  interest  in a  Definitive  Security  will
represent  and agree,  or if  permitted  by the  Issuer,  will be deemed to have
represented  and agreed  with the Issuer as set forth in Section  2.05(g)  above
(other than with respect to Section 2.05 (g)(iv) and (v)).

                  (i)  Notwithstanding  a  request  made to  remove  any  legend
pursuant to Rule 144A,  Regulation S or Section 4(1) of the  Securities Act from
any of the  Notes,  such  Notes  shall  bear  the  applicable  legend,  and  the
applicable  legend shall not be removed  unless there is delivered to the Issuer
such satisfactory evidence, which may include an Opinion of Counsel satisfactory
to the Issuer,  as may be  reasonably  required by the Issuer to the effect that
neither the applicable legend nor the restrictions on transfer set forth therein
are required to ensure that transfers thereof comply with the provisions of Rule
144A, Regulation S or Section 4(1) of the Securities Act, as applicable, and the
Investment Company Act. Upon provision of such satisfactory  evidence (a copy of
which shall be provided by the Indenture Trustee to the Insurer),  the Indenture
Trustee,  at the direction of the Issuer,  a copy of which shall be delivered to
the  Insurer,  shall  authenticate  and  deliver the Notes that do not bear such
legend.

(j) Any transfer of a Registered Note initially  issued in reliance on Rule 144A
to a  U.S.  person  or a  U.S.  resident  (as  determined  for  purposes  of the
Investment Company Act) that is not a Qualified Purchaser shall be null and void
and shall not be given  effect  for any  purpose  hereunder,  and the  Indenture
Trustee  shall  hold any  funds  conveyed  by the  intended  transferee  of such
definitive  Registered  Note in trust  for the  transferor  and  shall  promptly
reconvey such funds to such Person in accordance  with the written  instructions
thereof  delivered  to the  Indenture  Trustee at its address  listed in Section
15.03.

(k) Any purported  transfer of a Note not in  accordance  with this Section 2.05
shall be null and void and shall not be given effect for any purpose hereunder.

(l) Nothing in this Section  2.05 shall be  construed  to limit any  contractual
restrictions  on transfers  of Notes or interests  therein that may apply to any
Person.

SECTION 2.06  Mutilated,  Defaced,  Destroyed,  Lost or Stolen Notes. If (a) any
mutilated or defaced Note is surrendered to the Indenture  Trustee or (b) (x) if
there shall be delivered to the Issuer or the Indenture  Trustee evidence to its
reasonable  satisfaction of the destruction,  loss or theft of any Note, and (y)
there is delivered  to the Issuer,  the  Indenture  Trustee and the Insurer such
security  or  indemnity  as may be required by them to save each of them and any
agent of any of them harmless,  then, in the absence of notice to the Issuer and
the Indenture Trustee that such Note has been acquired by a protected purchaser,
the Issuer shall  execute and, upon Issuer  Request,  the  Authenticating  Agent
shall  authenticate  and  deliver,  in  lieu  of any  such  mutilated,  defaced,
destroyed,  lost or stolen Note, a new Note, of like tenor  (including  the same
date  of  issuance)  and  equal  principal   amount,   dated  the  date  of  its
authentication,  bearing  interest from the date to which interest has been paid
on the mutilated,  defaced,  destroyed, lost or stolen Note and bearing a number
not contemporaneously outstanding.

                  If, after  delivery of such new Note, a bona fide purchaser of
the predecessor Note presents for payment, transfer or exchange such predecessor
Note, the Issuer,  the Indenture  Trustee,  and the Insurer shall be entitled to
recover  such new Note from the  Person to whom it was  delivered  or any Person
taking  therefrom,  and  shall be  entitled  to  recover  upon the  security  or
indemnity provided therefor to the extent of any loss,  damage,  cost or expense
incurred  by the Issuer,  the  Indenture  Trustee and the Insurer in  connection
therewith.  Furthermore, the Issuer, the Indenture Trustee and the Insurer shall
be able to  recover  from the  Person to whom such new Note was  delivered,  any
amounts  distributed by the Indenture  Trustee to such Person in respect of such
new Note,  including any loss, damage,  cost or expenses incurred by the Issuer,
the Indenture Trustee and the Insurer in connection therewith.

                  In case any such mutilated, defaced, destroyed, lost or stolen
Note has  become due and  payable,  the Issuer or  Indenture  Trustee,  in their
discretion may,  instead of issuing a new Note, pay such Note without  requiring
surrender   thereof   except  that  any  mutilated  or  defaced  Note  shall  be
surrendered;  provided,  that  security or  indemnity  is  furnished as required
above.

                  Upon the issuance of any new Note under this Section 2.06, the
Issuer may require the payment by the Note Owner thereof of a sum  sufficient to
cover any tax or other  governmental  charge  that may be  imposed  in  relation
thereto and any other expenses (including the fees and expenses of the Indenture
Trustee) connected therewith.

                  Every new Note issued pursuant to this Section 2.06 in lieu of
any  mutilated,  defaced,  destroyed,  lost or stolen Note shall  constitute  an
original additional contractual obligation of the Issuer and such new Note shall
be entitled,  subject to the second  paragraph of this Section  2.06, to all the
benefits of this Indenture  equally and  proportionately  with any and all other
Notes duly issued hereunder.

                  All Notes surrendered to the Indenture Trustee under the terms
of this Section 2.06 shall be canceled by the Indenture Trustee.

                  The  provisions  of this Section 2.06 are  exclusive and shall
preclude (to the extent  lawful) all other  rights and remedies  with respect to
the  replacement  or payment of mutilated,  defaced,  destroyed,  lost or stolen
Notes.

SECTION 2.07 Payment of Principal  and Interest;  Principal and Interest  Rights
Preserved.  (a) General.  The Notes shall  accrue  interest at the Note Rate and
such  interest  shall be  payable on each  Payment  Date as  specified  therein.
Additional  Interest  shall also  accrue on  interest  accrued and unpaid on the
Notes as of each Payment  Date,  from such Payment Date to the date such accrued
and unpaid  interest is paid.  For  avoidance  of doubt,  payment of  Additional
Interest shall not be guaranteed under the Policy.

(b)  Payments  of the  applicable  principal  and  interest  will be made by the
Indenture  Trustee,  to the extent such funds are  available in the Trust Estate
to, or to the order of, the relevant  Holders of the Notes appearing on the Note
Register on the Record Date by transfer to the bank  account of each such Holder
specified by such Holder in a written  notice to the Indenture  Trustee not less
than five (5)  Business  Days  before the  Record  Date.  If no such  account is
specified  by the  Holder,  such  payment  shall  be  made to the  bank  account
specified  by such  Holder in the last such  notice  received  by the  Indenture
Trustee or, if no such notice was given, by a banker's draft or order and posted
to such  Holder at the  address  shown in the Note  Register at the risk of such
Holder.

(c) Claims in respect of the Notes will  become void unless made within a period
of three years from the due date of payment thereof.

(d) The  Holders  of Notes as of the Record  Date in  respect of a Payment  Date
shall be entitled to the  interest  accrued  and payable  (including  Additional
Interest) in accordance  with the Priority of Payments and principal  payable in
accordance with the Priority of Payments on such Payment Date. All such payments
that are mailed or wired and returned to the Indenture Trustee shall be held for
payment as herein provided at the Issuer's Office.

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

(f) No recourse  shall be had for the payment of any amount  owing in respect of
the Notes or any Transaction  Document against any Officer,  director,  employee
member,  manager,  equity  interest  holder,  beneficial  owner,  stockholder or
incorporator of the Issuer, the Noteholders, either Servicer, the Note Register,
the Indenture Trustee,  either Initial Purchaser,  the Insurer, their respective
Affiliates or any of their successors or assigns in their capacities as such. It
is further  understood that the foregoing  provision of this paragraph (f) shall
not limit the right of any Person to name the Issuer as a party defendant in any
Proceeding  or in the  exercise  of any  other  remedy  under  the Notes or this
Indenture,  so long as no  judgment  in the nature of a  deficiency  judgment or
seeking personal  liability shall be asked for or (if obtained) enforced against
any of the Persons  enumerated  in the  preceding  sentence in their  respective
capacity enumerated therein.

(g)  Subject  to the  foregoing  provisions  of this  Section  2.07,  each  Note
delivered  under this  Indenture  and upon  registration  of  transfer  of or in
exchange  for or in lieu of any other  Note  shall  carry  the  rights of unpaid
interest and principal that were carried by such other Note.

(h) Notwithstanding any of the foregoing  provisions with respect to payments of
principal  of and  interest  on the  Notes,  if the  Notes  have  become or been
declared due and payable  following an Event of Default and such acceleration of
maturity  and its  consequences  have not been  rescinded  and  annulled and the
provisions of Section 5.02 are not applicable, then payments of principal of and
interest on such Notes shall be made in accordance with Section 10.03.

(i)      [Reserved.]

(j)      [Reserved.]

(k) Promptly  following  the date on which all  principal of and interest on any
Notes  have been paid in full and any such Notes  have been  surrendered  to the
Indenture  Trustee,  the Indenture  Trustee shall,  upon written notice from the
Insurer of the  amounts,  if any,  that the  Insurer  has paid in respect of the
Notes under the Policy or otherwise which has not been reimbursed to it, deliver
such surrendered  Notes to the Insurer to the extent not previously  canceled or
destroyed.

(l) Notwithstanding the provisions of this Section 2.07 to the contrary,  if and
to the  extent the  Insurer  shall have made any  unreimbursed  payments  on the
Notes, the provisions of Section 2.13 shall apply with respect thereto.

SECTION 2.08 Persons Deemed Owners. The Issuer,  the Insurer,  and the Indenture
Trustee, shall treat the Person in whose name any Note is registered on the Note
Register as the owner of such Note on the applicable Record Date for the purpose
of receiving payments of principal of and interest on such Note and on any other
date for all other  purposes  whatsoever  (whether or not such Note is overdue),
and neither the Issuer, the Insurer,  or the Indenture Trustee shall be affected
by notice to the contrary.

SECTION 2.09 Cancellation. Notes surrendered for payment, exchange or redemption
may be delivered  for  cancellation  to the  Indenture  Trustee at the Corporate
Trust Office.  The Issuer may at any time deliver to the  Indenture  Trustee for
cancellation any Notes previously authenticated and delivered hereunder that the
Issuer may have  acquired in any manner  whatsoever,  and all Notes so delivered
shall be promptly  canceled in accordance  with the written  instructions of the
Issuer.  No Notes shall be authenticated in lieu of or in exchange for any Notes
canceled as provided in this  Section,  except as  expressly  permitted  by this
Indenture.

SECTION 2.10 Tax Purposes.  The Issuer, each Holder and each beneficial owner of
a Note by  acceptance  of its Note or its  interest in a Note shall be deemed to
have agreed to treat the Notes as debt of the Issuer for United  States  federal
income tax purposes.

SECTION 2.11  Withholding  Tax. (a) The Issuer shall not be obligated to pay any
additional amounts to the Holders of the Notes as a result of any withholding or
deduction  for,  or  on  account  of,  any  present  or  future  taxes,  duties,
assessments or governmental charges.

                  (b) Each  Foreign  Investor  may deliver to each of the Issuer
and the Indenture  Trustee two copies of either U.S.  Internal  Revenue  Service
Form W-8BEN or Form W-8ECI (or any subsequent versions thereof), or, in the case
of a Foreign Investor claiming exemption from U.S. federal withholding tax under
Section  871(h) or 881(c) of the Code with  respect to  payments  of  "portfolio
interest" a  certificate  representing  that such Foreign  Investor (i) does not
own, actually or constructively,  10% or more of the total combined voting power
of all classes of stock of Arby's entitled to vote within the meaning of Section
871(h)(3)  of the  Code  and the  regulations  thereunder,  is not a  controlled
foreign  corporation  related,  directly or indirectly,  to Arby's through stock
ownership and is not a bank receiving interest described in Section 881(c)(3)(A)
of the Code,  and (ii) two  copies of Form  W-8BEN  or any  subsequent  versions
thereof properly  completed and duly executed by such Foreign Investor  claiming
complete  exemption from, or a reduced rate of, U.S. federal  withholding tax on
all  payments  of  interest  by the Issuer  under this  Indenture  and the other
Transaction  Documents.  In addition,  each Foreign  Investor shall deliver such
forms promptly upon the obsolescence,  expiration or invalidity of any such form
previously delivered by such Foreign Investor.  Each such Foreign Investor shall
promptly  notify the Issuer and the Indenture  Trustee at any time it determines
that it is no longer in a position to provide any  previously  delivered form to
the Issuer and the Indenture Trustee (or any other form of certification adopted
by the U.S.  taxing  authorities  for such purpose).  Any amount  withheld shall
appropriately reflect any such forms that are timely delivered to the Issuer and
the Indenture Trustee.

SECTION  2.12 Actions  Under the Policy.  (a) Any payment made by the Insurer to
the  Indenture  Trustee for the benefit of the  Noteholders  (whether  under the
Policy or otherwise) shall not be deemed to be a payment made by or on behalf of
the Issuer and shall not  discharge the  obligations  of the Issuer with respect
thereto,  and such  amounts  shall  continue to be due and owing under the Notes
until paid by or on behalf of the Issuer.  All such  payments  shall  constitute
Reimbursements, repayable by the Issuer pursuant to Section 10.03.

(b) If payment by the Insurer is made in respect of interest on the Notes (other
than  Additional  Interest),  the Insurer shall be deemed to have  purchased the
right to receive  interest on such Notes so paid from the Holder  thereof to the
extent of such  payment by the  Insurer.  If  payment by the  Insurer is made in
respect of principal on the Notes, the Insurer shall be deemed to have purchased
such Notes in an aggregate  principal amount equal to the Aggregate  Outstanding
Principal  Amount  of the Notes so paid by the  Insurer.  The  Insurer  shall be
deemed to be a Holder of such Notes  during any period in which the  Insurer may
exercise subrogation rights pursuant to Section 2.13.

(c) If, by 3:00 p.m. in the city in which the Corporate  Trust Office is located
on the Accounting Date preceding any Payment Date, the amount then on deposit in
the  Collection  Account,  after giving effect to transfers of funds pursuant to
Section   10.03(b)  hereof  from  the  Debt  Service  Reserve  Account  and  the
Seasonality Coverage Account, is insufficient to pay the Insured Payments due on
such Payment Date, then, on or before 12:00 p.m. (New York time) on the Business
Day following such  Accounting  Date,  the Indenture  Trustee shall give written
notice to the Insurer of the amount of such  deficiency,  and thereupon submit a
Notice of Claim in respect of such amount,  all in accordance  with the terms of
this Indenture and in strict compliance with the terms of the Policy.

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

(e) The Indenture Trustee shall promptly notify the Insurer of any proceeding or
the  institution  of any  action  (of which the  Indenture  Trustee  has  actual
knowledge)  seeking the avoidance as a preferential  transfer  under  applicable
bankruptcy,   insolvency,   receivership,   rehabilitation  or  similar  law  (a
"Preference  Claim") of any  distribution  made with respect to the Notes.  Each
Noteholder,  by its purchase of Notes,  and the Indenture  Trustee  hereby agree
that so long as an Insurer  Default shall not have  occurred and be  continuing,
the Insurer may at any time during the  continuation of any proceeding  relating
to a  Preference  Claim  direct all matters  relating to such  Preference  Claim
including,  without  limitation,  (i) the  direction  of any appeal of any order
relating to any Preference Claim and (ii) the posting of any surety,  supersedes
or performance  bond pending any such appeal at the expense of the Insurer,  but
subject to  reimbursement as provided in the Insurance  Agreement.  In addition,
and without  limitation of the  foregoing,  as set forth in Section 2.13 hereof,
the  Insurer  shall be  subrogated  to, and each  Noteholder  and the  Indenture
Trustee hereby delegate and assign,  to the fullest extent permitted by law, the
rights of the  Indenture  Trustee  and each  Noteholder  in the  conduct  of any
proceeding with respect to a Preference Claim,  including,  without  limitation,
all rights of any party to an  adversary  proceeding  with  respect to any court
order issued in connection with any such Preference Claim.

SECTION 2.13 Subrogation Rights of the Insurer;  Payment of Reimbursements.  (a)
Upon the  payment by the  Insurer to the  Indenture  Trustee  (or  otherwise  in
accordance  with the Policy) for the benefit of the  Noteholders,  the  Insurer,
without the need for further action on the part of the Insurer,  the Issuer, the
Indenture Trustee or any other Person,  shall be fully subrogated to the rights,
as applicable,  of each Holder of the Notes to receive  payments of principal of
and/or  interest on the Notes from the Issuer in accordance with the Priority of
Payments,  to the extent of the amounts paid by the Insurer under the Policy. In
addition,  until  the  Insurer  is fully  reimbursed  in  accordance  with  this
Indenture and the Insurance Agreement for any amounts paid by the Insurer to the
Noteholders, the Insurer may exercise any option, vote, right, power or the like
with respect to the Notes to the extent that it has made payment of principal or
interest for the benefit of the Notes pursuant to the Policy.  In furtherance of
the foregoing,  the Indenture  Trustee shall give effect to such  subrogation by
distributing  to the  Insurer  (as  subrogee  of the  Holders  of the Notes) the
amounts that otherwise would have been  distributed by the Indenture  Trustee to
such Holders in respect of principal  and interest on the Notes to the extent of
any payments by the Insurer under the Policy.  To evidence such  subrogation  to
the rights of the  Noteholders,  the Note  Registrar  shall  note the  Insurer's
rights as subrogee in the Note  Register  upon receipt from the Insurer of proof
of payment by the Insurer in respect of interest on or  principal  of the Notes.
In addition,  and without  limiting the foregoing,  (a) if the Insurer makes any
payment under the Policy in respect of interest on the Notes,  the Insurer shall
be fully  subrogated to the rights of the  Noteholders to receive such interest,
together  with  interest  thereon at the Late  Payment  Rate (as  defined in the
Insurance  Agreement)  under the  Priority of  Payments,  and (b) if the Insurer
makes any payment  under the Policy in respect of  principal  of the Notes,  the
Insurer shall be fully  subrogated to the rights of the  Noteholders  to receive
such  principal,  together  with  interest  thereon at the Late Payment Rate (as
defined in the Insurance Agreement) under the Priority of Payments.

(b) The  Insurer  may, at its option,  direct the  allocation  of any payment of
Reimbursements  as provided in Section 10.03 as being the repayment of principal
and/or  interest as to  Reimbursements  then owing as of such  reimbursement  or
payment date.

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

(d)  The  Insurer  acknowledges  and  agrees  that,  notwithstanding  any of the
provisions of this  Indenture,  the Insurance  Agreement or otherwise,  it shall
have recourse only to the Collateral.  The Collateral  having been fully applied
in accordance  with the terms hereof,  the Insurer shall not be entitled to take
any further  actions against the Issuer to recover any sums due but still unpaid
hereunder or thereunder, all claims in respect of which shall be extinguished as
against the Issuer. In particular,  the Insurer agrees not to take any action or
institute any proceeding  against the Issuer (whether  pursuant to its rights to
be  reimbursed  for  Reimbursements  or  pursuant to its  subrogation  rights or
otherwise) which action or proceeding arises under any Insolvency Law applicable
to the Issuer or which  would be likely to cause the Issuer to be subject to, or
to seek  the  protection  of,  any  Insolvency  Law  applicable  to the  Issuer;
provided,  that  the  Insurer  may  become  a party  to and  participate  in any
Proceeding or action under any  Insolvency  Law applicable to the Issuer that is
initiated by any Person that is not an Affiliate of the Insurer.  For  avoidance
of doubt,  this Section  2.13(d) shall not include any actions taken against the
Servicer or any other Affiliate of the Servicer in respect of matters  unrelated
to Reimbursement by the Issuer.

SECTION 2.14 Additional Covenant of the Insurer.  The Insurer agrees to promptly
notify in writing,  upon the  Insurer's  knowledge of such event,  the Indenture
Trustee of the actual or prospective  occurrence of any event which  constitutes
or would constitute an Insurer Default.

SECTION 2.15 Policy Account.  (a) As of the date hereof,  the Indenture  Trustee
has established in the name of the Indenture  Trustee a separate special purpose
trust account with the corporate trust department of The Bank of New York in New
York (account no. 001621) (such account,  the "Policy  Account") for the benefit
of the Indenture Trustee on behalf of the Noteholders.  The Policy Account shall
be maintained in a depository  institution  which at all times is rated at least
"P-1"  by  Moody's  and  "A-1"  by  Standard  &  Poor's  and if such  depository
institution  at any time is rated  below "P-1" by Moody's or "A-1" by Standard &
Poor's,  the Policy Account shall be transferred from and established at another
depository  institution meeting such criteria within one month of the occurrence
of such ratings  downgrade.  The Indenture Trustee shall have exclusive dominion
and  control  over and sole  right of  withdrawal  of any  amounts in the Policy
Account.  Amounts  in the  Policy  Account  shall  be  invested  at the  written
direction of the American Servicer in Eligible Investments  consisting solely of
obligations issued and guaranteed as to the full and timely payment of principal
and  interest by the United  States of America.  All such  Eligible  Investments
shall have maturities of a period ending on the earlier of the next Payment Date
or the Optional  Redemption Date or the Mandatory  Redemption  Date, as the case
may be.  Amounts in the  Policy  Account  shall be  disbursed  by the  Indenture
Trustee in respect of the Notes in the same  manner as  principal  and  interest
payments  are to be made with  respect to the Notes  hereunder.  It shall not be
necessary for such payments to be made by checks or wire transfers separate from
the  check or wire  transfer  used to pay  Insured  Payments  with  other  funds
available to make such payments.  However,  the amount of any Insured Payment to
be paid from the Policy  Account  shall be noted as provided in  subsection  (c)
below.

(b) Any funds received by the Indenture  Trustee from the Insurer as a result of
any  claim  under the  Policy  (together  with any  interest  thereon)  shall be
deposited by the Indenture  Trustee in the Policy  Account;  the only  permitted
withdrawal  from or  application  of funds on deposit  in, or  otherwise  to the
credit of, the Policy  Account shall be to make the Insured  Payments in respect
of the Notes (including Notes held for the Indenture Trustee's own account),  in
the case of the Policy, due on the related Payment Date in respect of which such
funds are paid,  to the extent such  Insured  Payments  are not  otherwise  paid
pursuant to the Priority of Payments.  All proceeds of the Policy,  if any, must
be applied  solely to the  payment  of  Insured  Payments  of  principal  of and
interest  on the Notes and such  funds  may not be  applied  to pay any costs or
expenses,  liabilities or advances of the Indenture Trustee. Any funds remaining
in the Policy Account following a Payment Date shall promptly be remitted to the
Insurer;  provided, that any remaining funds in the Policy Account in respect of
amounts  due and unpaid on the Notes that  remain  undistributed  as a result of
such funds being  unclaimed  shall be disposed  of by the  Indenture  Trustee in
accordance  with  Section  3.03(c).  Amounts  payable  under the Policy shall be
deemed  discharged  upon payment to the Indenture  Trustee or to any other payee
thereof  under the  Policy  or, if  deposited  by the  Insurer  into the  Policy
Account, upon such deposit.

(c) The  Indenture  Trustee  shall keep a complete  and  accurate  record of all
funds, if any, remitted by the Insurer to the Indenture Trustee for deposit into
the Policy  Account and the  allocation  of such funds to payment of interest on
and  principal  in  respect  of any Note.  The  Insurer  shall have the right to
inspect such records at reasonable  times upon one Business  Day's prior written
notice to the Indenture Trustee or, if requested in writing by the Insurer,  the
Indenture Trustee shall within two Business Days of such request, at the expense
of the Issuer, deliver copies of such records to the Insurer.

                                 ARTICLE THREE

                          REPRESENTATIONS AND COVENANTS

SECTION 3.01 Payment of Principal  and Interest.  Subject to Section  2.07,  the
Issuer shall duly and  punctually pay the principal of and interest on the Notes
in accordance with the terms of the Notes and this Indenture.

SECTION 3.02  Maintenance  of Office or Agency.  The Issuer hereby  appoints the
Indenture Trustee as the Issuer's agent where notices and demands to or upon the
Issuer in respect of the Notes or this  Indenture  may be served and where Notes
may be  surrendered  for  registration  of  transfer or  exchange.  No notice or
demands issued by the  Noteholders  to the Indenture  Trustee shall be effective
unless and until the  Indenture  Trustee  forwards  such notice or demand to the
Issuer.

                  The Issuer hereby appoints the Indenture Trustee as paying
agent for the payment of principal and interest on the Notes.

                  The Issuer or the  Indenture  Trustee may at any time and from
time to time vary or terminate the  appointment of any such agent or appoint any
additional agents for any or all of such purposes, with notice to the Insurer of
such  appointment.  The Issuer shall give prompt written notice to the Indenture
Trustee, the Insurer, the Rating Agencies and the Noteholders of the appointment
or  termination  of any such  agent and of the  location  and any  change in the
location of any such office or agency.

                  If at any time the  Issuer  shall  fail to  maintain  any such
required office or agency,  or shall fail to furnish the Indenture  Trustee with
the address  thereof,  presentations  and surrenders may be made (subject to the
limitations described in the preceding paragraph) at and notices and demands may
be served on the Issuer at its registered office, and Notes may be presented and
surrendered  for  payment to the  Indenture  Trustee at its main  office and the
Issuer  hereby  appoints  the  same as its  agent  to  receive  such  respective
presentations, surrenders, notices and demands.

SECTION  3.03 Money for Note  Payments to Be Held in Trust.  (a) All payments of
amounts  due and  payable  with  respect  to any Notes  that are to be made from
amounts  withdrawn  from the  Collection  Account shall be made on behalf of the
Issuer by the Indenture Trustee in accordance with Section 2.07 hereof.

(b) The Issuer may at any time,  for the purpose of obtaining  the  satisfaction
and discharge of this Indenture or for any other purpose, by Issuer Order direct
the Indenture  Trustee to pay to the  Noteholders  all sums held in trust by the
Indenture Trustee; and upon such payment by the Indenture Trustee, the Indenture
Trustee shall be released from all further liability with respect to such money.

(c) Any money  held by the  Indenture  Trustee  in trust for the  payment of any
amount due with respect to any Note and remaining  unclaimed for 60 months after
such amount has become due and payable to such  Noteholder  shall be  discharged
from such trust and paid to the Issuer (or to the Insurer, if such monies relate
to payments  made by the Insurer into the Policy  Account)  and such  Noteholder
shall  thereafter  look only to the Issuer (or  Insurer,  as the case may be, if
monies have been  returned to the Insurer) for payment  thereof (but only to the
extent of the amounts so paid to the Issuer or  Insurer),  and all  liability of
the Indenture  Trustee with respect to such trust money shall  thereupon  cease;
provided, however, that the Indenture Trustee, before making any such payment to
the  Issuer or the  Insurer  (as the case may be),  shall at the  expense of the
Issuer  cause  notice to be given as provided in Section  12.04 hereof that such
money remains unclaimed and, after a date specified therein,  which shall not be
less than 30 days from the date of such notice,  any  unclaimed  balance of such
money then  remaining  will be repaid to the Issuer or the  Insurer (is the case
may be),  provided further that in the case of funds to be repaid to the Issuer,
all amounts due and owing to the  Indenture  Trustee  shall have been paid.  The
Indenture Trustee may also adopt and employ,  at the expense of the Issuer,  any
other  reasonable  means  of  notification  of such  release  of  payment.  Upon
repayment of such money to the Issuer or the Insurer,  such Noteholder shall, to
the extent of the money repaid to the Issuer or Insurer,  as  applicable,  be an
unsecured general creditor of the Issuer or the Insurer, as the case may be.

SECTION 3.04 Existence of the Issuer. Subject to Section 3.09 and Article Eleven
of this  Indenture,  the  Issuer  will  maintain  in full  force and  effect its
existence as a statutory business trust organized under the laws of the State of
Delaware and will preserve, to the extent permitted by law, its qualification to
do business as a foreign entity in each jurisdiction in which such qualification
is or shall be  necessary to protect the  validity  and  enforceability  of this
Indenture or the Notes or to avoid any Material  Adverse  Effect on any property
included in the Trust Estate.

SECTION 3.05 Protection of Trust Estate.  The Issuer shall from time to time and
at its expense execute and deliver all such  supplements  and amendments  hereto
and all such  Financing  Statements,  continuation  statements,  instruments  of
further assurance and other instruments, and shall take such other action as may
be necessary or advisable to:

                  (a)(i)  maintain or preserve the Lien of this  Indenture,  and
         the status of the  Collateral  as being free of Liens  except for Liens
         that do not exceed $100,000 in the aggregate;

(ii)     perfect or protect the validity of any Grant made or to be made by this
Indenture; or

(iii)    (iii)  preserve title to the Trust Estate and the rights of the Secured
         Parties in such Trust  Estate  against  the claims of all  persons  and
         parties; and

             (b)(i)  Grant more effectively all or any portion of the Trust
             Estate;

(ii)     carry out more effectively the purposes of maintaining or preserving
         the Lien (and its status as being free of Liens) of this Indenture;

(iii)    except as otherwise permitted under the Servicing Agreements, enforce
         any instruments or property included in the Trust Estate;

(iv)     defend  title to the Trust  Estate  and the rights of the  Secured
         Parties in such  Trust  Estate  against  the claims of all persons and
         parties; or

(v)      pay any and all taxes levied or assessed upon all or any part of the
         Trust Estate.

                  The Issuer or the Insurer (so long as no Insurer Default shall
have occurred and be continuing) may direct the Indenture Trustee in writing, at
the Issuer's  expense,  to execute any such  Financing  Statement,  continuation
statement,  instrument of further assurance or other  instrument.  The Issuer or
the Insurer, as applicable, hereby designates the Indenture Trustee as agent and
attorney-in-fact to execute any Financing Statement,  continuation  statement or
other instrument  required  pursuant to this Section 3.05. The Indenture Trustee
may  execute  any such  Financing  Statement,  continuation  statement  or other
instrument only with the written consent of the Controlling Party.

                  On the Closing Date, the Issuer shall furnish to the Indenture
Trustee and the Insurer an Opinion of Counsel stating the necessary  events upon
the  occurrence of which the security  interest of the Indenture  Trustee in the
Trust Estate shall be a perfected  security  interest,  free of Liens other than
the Lien of this  Indenture and other Liens  permitted  hereunder and confirming
that such events have  occurred and such  security  interest is so perfected and
unencumbered.

                  Within 50 days  after the  beginning  of each  calendar  year,
commencing in 2002,  the Issuer shall  furnish to the Indenture  Trustee and the
Insurer  an  Opinion  of Counsel  (which  opinion  subsequent  to the first such
opinion so  furnished  may be delivered by counsel to the Issuer who may also be
an officer or employee of the Issuer) stating that the security  interest of the
Indenture Trustee in the Trust Estate is a perfected  security interest and that
the Trust  Estate is free of Liens  other  than the Lien of this  Indenture  and
other Liens permitted hereunder.

SECTION 3.06 Performance of Obligations.  Except as otherwise  permitted by this
Indenture or as a Servicer is permitted under a Servicing Agreement,  the Issuer
shall take no action that would  release  any Person  from any of such  Person's
covenants  or  obligations   under  any  agreement,   instrument  or  underlying
instrument included in the Trust Estate.

SECTION 3.07 Negative  Covenants.  (a) Except as otherwise  permitted under this
Indenture or the Servicing Agreements, the Issuer shall not:

(i)      sell,  convey,  transfer  or grant any  rights in respect of any of the
         Collateral to any other  Person,  permit to exist any Lien with respect
         to any of the Collateral  except for certain Liens permitted under this
         Indenture  and the Lien of this  Indenture,  take any  other  action in
         connection with any of the  Collateral,  including (but not limited to)
         any  amendment  of, or any  consent  to any  waiver of rights or to any
         other action under or in respect of the Collateral;

(ii)     [Reserved];

(iii)    have any subsidiaries;

(iv)     without the consent of the  Controlling  Party,  such consent not to be
         unreasonably withheld or delayed, amend, supplement or otherwise modify
         any of the Transaction Documents or waive any breach or proposed breach
         of any  provision  of the  Transaction  Documents  or give any  consent
         thereunder;

(v)      sell, transfer, exchange or otherwise grant any rights in or dispose
         of any of its assets;

(vi)     dissolve or liquidate;

(vii)    [Reserved];

(viii)   terminate the appointment of either of the Servicers;

(ix)     permit the validity or  effectiveness  of the Notes or any  Transaction
         Document to be  impaired,  or permit the Lien of this  Indenture  to be
         amended, hypothecated, subordinated, terminated or discharged;

(x)      take any affirmative action to permit the Lien of this Indenture not to
         constitute a valid perfected security interest in the Trust Estate that
         is of first priority as provided herein, or take any affirmative action
         to permit the Trust Estate to be subject to any Lien thereon other than
         the Lien of this  Indenture  and any other  Liens  expressly  permitted
         hereunder;

(xi)     [Reserved];

(xii)    have any employees;

(xiii)   take any action,  or fail to take any action, if such action or failure
         to take  action  could  reasonably  be  expected  to  interfere  in any
         material  respect with the enforcement of any rights of the Insurer and
         the Indenture  Trustee under the agreements or instruments  relating to
         any of the Trust  Estate,  and the Issuer fails to cease such action or
         take the action  omitted,  as necessary to avoid such potential  effect
         within 10 days of the Issuer's knowledge of such potential effect;

(xiv)    (A) fail to pay any  assessment,  including  any tax  assessment,
         charge or fee with respect to the Trust Estate in excess of $100,000
         in the aggregate at any one time outstanding  and the Issuer shall
         not have  remedied such failure to pay within 30 days of the Issuer's
         knowledge of such failure,  or (B) fail to defend any action known to
         the Issuer,  if, in any such case, such failure to pay or defend may
         adversely affect the priority or enforceability  of the Lien over the
         Trust Estate created by this  Indenture,  provided that the Issuer
         shall not be required to (1) pay any  assessment,  including any tax
         assessment, charge or fee with  respect to the Trust  Estate if the
         same is being  contested  in good faith,  by  appropriate  proceedings
         diligently  pursued,  so long as such  nonpayment  will not, under
         applicable  law,  entitle any Person to place a Lien on or result in
         the forfeiture of the Trust Estate or any material portion thereof or
         (2) defend an action or actions known to the Issuer solely for civil
         damages not in excess of an aggregate amount of $100,000 or

(xv)     take any  action in  furtherance  of, or  indicating  its  consent  to,
         approval  of, or  acquiescence  in, any of the acts set forth  above in
         this Section 3.07.

(b) The Issuer will not act as a dealer in hedging or derivative  instruments or
otherwise  make a market  in, or hold as  inventory  for  purposes  of resale to
customers,  any  securities  or assets  owned by the Issuer.  For this  purpose,
"dealer" means a merchant of securities  with an  established  place of business
who in the  ordinary  course of business is engaged as a merchant in  purchasing
securities  and selling them to  customers  with a view to the gains and profits
that may be derived therefrom.

SECTION 3.08 Issuer May Not Consolidate, Etc., Without Consent. The Issuer shall
not  consolidate  or merge with or into any other Person,  or convey or transfer
all or substantially all of its assets to any Person, or substitute a new debtor
for the Issuer without the consent of the Controlling Party, and unless:

(a)      the formed,  surviving,  substitute or transferee  Person  (i) shall
         be an entity organized and existing under the laws of the State of
         Delaware or under the laws of any other  jurisdiction  approved by the
         Controlling Party;  provided,  that the Issuer shall  have  delivered
         to the  Indenture  Trustee an Opinion  of  Counsel  to the  effect
         that after  giving  effect to such consolidation,  merger, conveyance,
         transfer or  substitution  neither the Trust  Estate nor the surviving
         Person shall be subject to income  taxes or other  applicable  taxes
         that would  reduce in any manner the interest and principal currently
         payable to the  Noteholders  or the amount of funds available therefor
         and  (ii) shall,  if such  Person is not the Issuer, expressly assume,
         by an indenture supplemental hereto in form and substance satisfactory
         to the Controlling Party,  executed and delivered to the  Indenture
         Trustee, the due and punctual payment of the principal of and interest
         on all Notes and the performance  of every  covenant and obligation
         under this  Indenture and the  Transaction  Documents to which the
         Issuer is a party on the part of the Issuer to be performed or
         observed herein or therein, all as provided herein;

(b)      if the Notes  are  Outstanding  and  assigned  a rating  by the  Rating
         Agencies,  the  Rating  Agencies  and the  Controlling  Party  shall be
         notified   at  least  10   Business   Days   prior  to  such   proposed
         consolidation, merger, conveyance, transfer or substitution pursuant to
         this Section 3.08 and the Rating  Agencies  shall have  confirmed  such
         ratings  to  the   Controlling   Party  after  giving   effect  to  the
         consummation  of such  transaction  and the Insurer  Condition shall be
         satisfied;

(c)      any formed,  surviving or transferee  Person shall have agreed with the
         Secured Parties (i) to Grant on behalf of the Secured Parties perfected
         security  interests in all the right, title and interest of such Person
         in the Trust  Estate,  to the same  extent as the  Issuer  has  granted
         perfected security interests to the Trust Estate to the Secured Parties
         hereunder, free of any Liens, and (ii) not to consolidate or merge with
         or into any other  Person or  substitute a new debtor for the Issuer or
         convey  or  transfer  the  Trust  Estate  or  its   respective   assets
         substantially  as an entirety to any other Person  except in accordance
         with the  provisions  of this Section  3.08 and with Article  Eleven of
         this Indenture;

(d)      immediately  after giving effect to such  transaction,  no Default or
         Event of Default shall have occurred and be  continuing; and

(e)      the Issuer  shall  have  delivered  to the  Indenture  Trustee  and the
         Insurer an Officers'  Certificate  and one or more Opinions of Counsel,
         as necessary  or  appropriate,  each  stating that such  consolidation,
         merger, conveyance or transfer and such supplemental indenture, if any,
         comply with this  Article  Three and that all  conditions  precedent in
         this  Article  Three,  including  the  Grant of a valid  and  perfected
         security  interest in the Trust  Estate free of any Liens,  relating to
         such transaction  have been complied with and that this Indenture,  the
         supplemental  indenture  and the  Transaction  Documents  to which  the
         Issuer is a party constitute the legal,  valid and binding  obligations
         of the surviving transferee or Person subject to customary assumptions,
         qualifications and exceptions.

SECTION 3.09 Successor  Substituted.  Upon any  consolidation or merger in which
the Issuer is not the surviving corporation, or conveyance or transfer of all or
substantially  all of the properties  and assets of the Issuer,  in each case in
accordance  with Section 3.08 hereof or Article  Eleven of this  Indenture,  the
Person with which such consolidation or merger is consummated,  or to which such
conveyance or transfer is made,  shall succeed to, and be  substituted  for, and
may exercise  every right and power of, the Issuer under this Indenture with the
same  effect as if such  Person had been  named as the  Issuer  herein and shall
expressly  assume,  by an indenture  supplemental  hereto in form and  substance
satisfactory to the Controlling  Party,  executed and delivered to the Indenture
Trustee,  the due and punctual  payment of the  principal of and interest on all
Notes and the performance of every covenant and obligation  under this Indenture
and the Transaction  Documents to which the Issuer is a party on the part of the
Issuer to be performed or observed herein or therein, all as provided herein. In
the event of any such consolidation,  merger, conveyance or transfer, the Person
named as the "Issuer" in the first paragraph of this instrument or any successor
which  shall  theretofore  have  become  such in the manner  prescribed  in this
Article Three may be dissolved,  wound up and liquidated at any time thereafter,
and such Person shall be released from its  liabilities  as obligor and maker on
all the Notes and from its obligations under this Indenture.

SECTION 3.10 No Other  Business.  The Issuer shall not engage in any business or
activity other than those  transactions  contemplated by the terms hereof or the
other  Transaction  Documents,  including  (a) issuing and selling the Notes and
acquiring,  owning, preserving,  enforcing,  holding and pledging the Collateral
and any other instrument or property  included in the Trust Estate in connection
therewith,  (b) acting as  franchisor  of the  Arby's(R)  branded  system in the
United  States and Canada;  and (c) engaging in any other  activities  which are
necessary or appropriate to accomplish the foregoing.

SECTION 3.11 Indebtedness.  Except for Permitted Indebtedness,  the Issuer shall
not incur or have  outstanding  any  Indebtedness,  or assume or  guarantee  any
Indebtedness (excluding incurring or having outstanding any indebtedness arising
from any tax liabilities) of any Person other than pursuant to this Indenture or
the other Transaction Documents.

SECTION 3.12      Representations and Warranties. The Issuer hereby represents,
warrants and agrees as of the date hereof as follows:

(a)      The  Issuer is a  statutory  business  trust duly  formed  and  validly
         existing  under the laws of the State of Delaware and has all requisite
         power and authority to own its  properties  and conduct its business as
         such  properties  are  presently  owned and such  business is presently
         conducted,  and to execute,  deliver and perform its obligations  under
         this  Indenture  and any other  document or instrument  (including  the
         Notes)  delivered  by  the  Issuer  pursuant  hereto  or in  connection
         herewith;

(b)      The  execution  and  delivery of this  Indenture  and each  Transaction
         Document  to which the  Issuer is a party and the  consummation  of the
         transactions  provided  for in  this  Indenture  and  each  Transaction
         Document to which the Issuer is a party to have been duly authorized by
         the Issuer by all necessary action on the part of the Issuer;

(c)      The  execution  and  delivery of this  Indenture  and each  Transaction
         Document  to which  the  Issuer  is a  party,  the  performance  of the
         transactions  contemplated  by  this  Indenture  and  each  Transaction
         Document  to which the Issuer is a party,  and the  fulfillment  of the
         terms  hereof  and  thereof  applicable  to the  Issuer,  will  (A) not
         conflict with,  result in any breach of any of the terms and provisions
         of, or constitute  (with or without  notice or lapse of time or both) a
         default  under,  (x) the Issuer's  organizational  documents or (y) any
         indenture,  contract,  agreement,  mortgage,  deed or  trust  or  other
         instrument  to which the Issuer is a party or by which it or its assets
         is bound and (B) not result in or require  the  creation of any Lien on
         any of the Issuer's  properties,  except for Liens permitted under this
         Indenture (or the Lien of this Indenture);

(d)     There are no Proceedings or investigations pending or, to the knowledge
        of the Issuer,  threatened against the Issuer,  before any court,
        regulatory body, administrative agency or other tribunal or governmental
        instrumentality  (A) questioning the validity of this Indenture or any
        Transaction Documents to which the Issuer is a party to, (B) seeking to
        prevent the  consummation of any of the transactions  contemplated  by
        this  Indenture or any  Transaction  Documents to which the Issuer is a
        party, (C) seeking any determination or ruling that would, individually
        or  in  the  aggregate,   materially  and  adversely   affect  the
        performance  by the  Issuer  of its  obligations  under this  Indenture
        or any Transaction  Documents  to  which  the  Issuer  is a party  or
        (D)  seeking  any determination or ruling that would, individually or
        in the aggregate, materially and  adversely  affect the  validity or
        enforcement  of this  Indenture  or any Transaction Documents to which
        the Issuer is a party;

(e)      Except for filings of Financing Statements, filings with the Patent and
         Trademark Office and filings required under state franchise laws and as
         otherwise  disclosed  in the  Offering  Circular,  all  authorizations,
         consents,  orders and  approvals  of, and  notices to and  filings  and
         recordings  and  registrations  by the Issuer with,  any court or other
         governmental  authority and all other governmental actions necessary to
         be taken by the Issuer in connection with the execution and delivery of
         this Indenture and any  Transaction  Documents to which the Issuer is a
         party and the performance of the material transactions  contemplated by
         this Indenture and any  Transaction  Documents to which the Issuer is a
         party have been obtained, made or taken, as the case may be, and are in
         full force and effect;

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

(g)      The  Issuer  is the  owner  of all the  Collateral,  and  (to the  best
         knowledge  of the  Officers  of the  Issuer)  there  are no Liens  with
         respect to, no Liens upon, or any  restrictions on the  transferability
         of  (other  than  those  restrictions  included  in the  terms  of such
         instruments), the Collateral;

(h)      The Issuer has no subsidiaries;

(i)      The Issuer is not required in connection  with the sale of the Notes to
         register  or  qualify  the  Notes  under  the  Securities  Act or,  any
         applicable United States state securities law;

(j)      The Issuer is not an "investment  company" or an entity  "controlled"
         by an "investment company" as such terms are defined in the Investment
         Company Act;

(k)      The Issuer is not required in connection  with the sale of the Notes to
         qualify this Indenture  under the United States Trust  Indenture Act of
         1939, as amended;

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

(m)      [Reserved];

(n)      The Notes shall be "debt securities" within the meaning of Rule 902 of
         the Securities Act;

(o)      The Issuer is not (i) in violation of its  organizational  documents or
         (ii) in default in the  performance  or observance  of any  obligation,
         agreement, covenant or condition contained in any agreement to which it
         is a party or by which it may be bound, except where such default would
         not have a Material Adverse Effect on the Issuer,  the Arby's IP or the
         Notes, and it is not in violation of any law, order, rule,  regulation,
         writ,  injunction,  judgment  or decree of any  Governmental  Authority
         having  jurisdiction over it or over its properties,  except where such
         violation would not have a Material  Adverse Effect on the Issuer,  the
         Arby's IP or the Notes; and

                  (s) no  payments  to be made to the  Issuer  under  any of the
         Franchise  Assets  will be  subject  to any  value-added  tax or  other
         similar tax (other than Canadian GST or HST).

SECTION 3.13 Note Interest Amount; Note Principal Amount. (a) On each Accounting
Date,  the Issuer shall (or shall cause the American  Servicer to)  determine at
the Note Rate the amount of interest for the  applicable  Accrual Period payable
in respect of the Aggregate Outstanding Principal Amount of each Note (the "Note
Interest  Amount")  (rounded to the nearest cent, with half a cent being rounded
upward).  Any Note Interest  Amount due on any Payment Date but not paid on such
Payment Date shall bear interest at the Note Rate until paid in full.

                  (b) On each  Accounting  Date,  the  Issuer  shall  cause  the
American Servicer to determine the amount of the Principal  Distribution payable
for the  related  Payment  Date (the "Note  Principal  Amount")  (rounded to the
nearest cent, with half a cent being rounded upward); provided, however, that if
the  American  Servicer  is unable to  determine  the Note  Principal  Amount in
respect of the related  Collection  Period prior to 3:00 p.m. on such Accounting
Date,  the Issuer  shall  cause the  American  Servicer  to  determine  the Note
Principal Amount for the Notes as soon as practicable  following such Accounting
Date, but no later than 12:00 noon on the Business Day following such Accounting
Date.

SECTION  3.14  Affirmative  Covenants.  So  long  as  any of  the  Notes  remain
Outstanding and the Term of the Policy shall not have expired, the Issuer shall:

(a)      do or cause to be done all  things  necessary  to enable it to  comply
         with all  applicable  legal and  accounting  rules and regulations;

(b)      keep  proper books of account and records and, upon the request of the
         Controlling  Party,  appoint  independent  public accountants
         (reasonably  acceptable  to the Insurer) to audit the books of account
         and  financial  statements  of the Issuer; and, upon request of the
         Controlling  Party,  to prepare  annual  audited  balance  sheets,
         profit and loss  statements  and retained  earnings statements  of the
         Issuer  within six months  after the end of each  fiscal  year (and a
         copy of each such audited financial  statement shall be provided to
         each of the Indenture Trustee,  the Insurer,  Moody's and Standard &
         Poor's, and allow the Indenture  Trustee,  the Insurer and any Person
         appointed by either of them,  access to the books of account and
         records of the Issuer at all reasonable  times upon reasonable  notice
         during normal business hours,  and permit the Indenture Trustee,  the
         Insurer and any Person  appointed by either of them to discuss the
         affairs,  finances and accounts of the Issuer with any of its officers,
         directors  and  employees and to discuss the affairs,  finances and
         accounts of the Issuer with the Issuer's independent public accountants
         (to the extent such accountants have been appointed);

(c)      [Reserved];

(d)      give notice in writing to the Indenture  Trustee,  the Servicer and the
         Insurer   promptly  upon  becoming  aware  of  the  occurrence  of  any
         circumstance  that might  reasonably be expected to constitute an Event
         of Default or Default,  and such notice shall contain a description  of
         the facts, circumstances or events that might reasonably be expected to
         constitute  such  Event  of  Default  or  Default,   provided  that  in
         connection with such notice,  the Issuer may disclaim in good faith any
         admission that such circumstance does constitute an Event of Default or
         Default;

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

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

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

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

(i)      deliver  to the  Indenture  Trustee  and,  so  long  as any  Notes  are
         Outstanding, the Insurer, (x) annually and (y) within 10 days after any
         reasonable  request  by  the  Indenture  Trustee  or  the  Insurer,  an
         Officer's Certificate of the Issuer to the effect that, having made all
         reasonable  inquiries,  to the best of the knowledge,  information  and
         belief of the Issuer  there did not  exist,  as at a date not more than
         five days prior to the date of the certificate nor had there existed at
         any time prior  thereto  since the date  hereof or the date of the last
         such  certificate  (if any), any Event of Default or any Default or, if
         such an Event of  Default or  Default  did then  exist or had  existed,
         specifying the same;

(j)      deliver to the Indenture Trustee and the Insurer as soon as practicable
         prior to the date of delivery,  a copy of the form of each notice to be
         delivered  to the  Holders  of the Notes  (such  notice to be in a form
         approved by the Indenture Trustee and the Insurer (which approval shall
         not be unreasonably withheld or delayed));

(k)      file all income tax returns of any jurisdiction which, to the knowledge
         of the  officers  of the Issuer,  are  required to be filed and pay all
         taxes as shown on said returns,  if and to the extent such taxes become
         due;  provided,  however,  the Issuer  shall not be  required to pay or
         discharge  or  cause to be paid or  discharged  any  such  taxes  whose
         amount,  applicability  or validity is being contested in good faith by
         appropriate  proceedings so long as (i) there shall be no material risk
         of  forfeiture  of  property  in the Trust  Estate  and (ii) the Issuer
         maintains adequate reserves for the payment of contested taxes;

(l)      in addition to any other notices,  certificates or information provided
         pursuant to this Indenture,  promptly inform the Indenture  Trustee and
         the Insurer in writing of the following:

(i)      the  commencement of any rulemaking or  disciplinary  Proceeding or the
         promulgation  of any  proposed  or  final  rule  (other  than a rule or
         proceeding  which has general  applicability  to Persons  including the
         Issuer) which would have a Material Adverse Effect;

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

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

(m)      maintain corporate records and books of account separate from any
         Person which owns more than 50% of its equity securities;

(n)      [Reserved];

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

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

(q)      [Reserved];

(r)      [Reserved];

(s)      apply its funds (other than any transaction  fees paid to it in respect
         of the Notes)  towards  the  payment of amounts due under the Notes and
         towards  the other sums  payable by the  Issuer  under the  Transaction
         Documents in connection with the transactions  contemplated therein and
         for no other purpose;  provided,  however, Issuer shall be permitted to
         apply its funds to amounts payable to the Certificateholder pursuant to
         Section 10.03(xi) hereof;

(t)      no later than 30 Business Days prior to the optional  redemption of the
         Notes in whole pursuant to this Indenture or otherwise,  furnish to the
         Insurer a notice of such  redemption,  and,  upon a redemption or other
         payment  of all of the  Notes  and the  expiration  of the  Term of the
         Policy, to surrender the Policy to the Insurer for cancellation;

(u)      (A) act and  conduct its  business solely in its own name  through the
         Issuer  Trustee or through  other  agents  selected in accordance with
         the Trust Agreement,  including,  without limitation,  its Officers
         and the Servicers; (B) maintain separately the Issuer's  funds and
         assets from those of any  Certificateholder  and any Affiliates of the
         Certificateholder,  and such funds and assets shall not be  commingled
         with the funds and assets of any other  Person;  (C) maintain complete
         and correct books and records of account and minutes of the proceedings
         of the Issuer, separate from the books and records of any other Person
         or  entity;  (D) use  stationery,  invoices,  checks  and  other
         business  forms of the  Issuer  and not those of any Certificateholder
         or any Affiliate of a  Certificateholder,  and shall not have the
         appearance (x) of conducting business on behalf of any
         Certificateholder  or any Affiliate of a  Certificateholder or (y) that
         the assets of the Issuer are available to pay the creditors of any
         Certificateholder or any Affiliate of a  Certificateholder; (E) except
         as otherwise specified in the Trust  Agreement,  pay all of Issuer's
         liabilities  out of its own funds,  provided  that Arby's  shall be
         liable for the initial  organizational expenses  of  the  Issuer, (F)
         not  hold  itself  out  as  being  liable  for  the  debts  of  any
         Certificateholder  or any Affiliate of a  Certificateholder;  (G) not
         engage in any transaction with any Certificateholder or any  Affiliate
         of a  Certificateholder,  except as  contemplated  by the Final
         Contribution  Agreement  or either  Servicing Agreement, and otherwise
         as required, or specifically permitted by this Agreement or the Trust
         Agreement;  provided,  however, that any  such  transaction  must be
         commercially  reasonable  on  terms  similar  to  those  available  in
         an  arm's  length transaction;  (H) not incur any debt other  than as
         contemplated by the Trust Agreement or this  Indenture; (I)  maintain
         separate financial  statements  showing its assets and liabilities
         separate and apart from those of any other Person; (J) not guarantee
         or become  obligated  for the debts of any other  Person or hold out
         is credit as being  available  to satisfy  the obligations of others'
         (K) allocate  fairly and reasonably any overhead  expenses that are
         shared with  Affiliates,  including the payments for office space; (L)
         hold itself out as a separate  entity,  correct any known
         misunderstandings  regarding its separate  identity,  and not identify
         itself as a division of any other Person;  (M) maintain adequate
         capital in light of its contemplated  business  operations;  (N) while
         any amounts under this Indenture remain outstanding,  not dissolve,
         liquidate, merge,  consolidate or sell  substantially  all of its
         assets,  except in accordance  with the Section 3.08 and Article Eleven
         hereof,  (O) maintain bank accounts  separate from those of any other
         Person and not permit any Affiliate  independent  access to  such bank
         accounts;  (P)  not  acquire  obligations  or  securities  of  any
         Certificateholder  or any  Affiliate  of a Certificateholder;  (Q)
         observe all Delaware statutory  business trust formalities;  (R) not
         pledge its assets for the benefit of any other  Person or make  loans
         or  advances  to any Person  other than as  contemplated  by the Trust
         Agreement  or this Indenture;  and (S) cause the  Officers  of the
         Issuer  and its  agents,  including  the  Servicers,  to act at all
         times with respect to the Issuer  consistently  with,  and in
         furtherance  of, the  foregoing  and in the best  interests  of the
         Issuer (subject, with respect to the Servicers, to their respective
         rights under the terms of the Servicing Agreements);

(v)      comply with all directions of the Controlling Party properly given in
         accordance with the terms of this Indenture;

(w)      if requested,  to use its best efforts to permit the Notes to be
         designated  PORTAL  securities in accordance  with the rules
         and regulations adopted by the National Association of Securities
         Dealers, Inc. relating to trading in the PORTAL market; and

(x)      permit compliance with Rule 144A under the Securities Act in connection
         with the sale of the Notes,  and furnish  upon request of a holder of a
         Note to such  holder and a  prospective  purchaser  designated  by such
         holder the  information  required to be delivered under Rule 144A(d)(4)
         under the  Securities  Act if at the time of the  request the Issuer is
         not a reporting company under Section 13 or Section 15(d) of the United
         States  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
         Act"),  or exempt from reporting  pursuant to Rule 12g3-2(b)  under the
         Exchange Act;

(y)      at  the  request  of  the  Insurer,   engage  the  Industry  Consultant
         (satisfactory  to the  Insurer)  at the expense of the Issuer that will
         monitor for the benefit of the Insurer the performance of each Servicer
         in accordance with the terms of the Industry  Consultant Letter and pay
         its fees in accordance with the fee letter related thereto;

(z)      engage  the SPE  Administrator  (satisfactory  to the  Insurer)  at the
         expense of the Issuer that will provide certain  services in accordance
         with the SPE  Administrator  Letter and pay its fees in accordance with
         the SPE Administrator Letter;

(aa)     enforce the obligations of the Affiliates of the Issuer under and
         pursuant to the Transaction Documents; and

(bb)     (x) apply all Capital  Contributions  received  from FinCo to Available
         Funds for  distribution  in accordance with the Priority of Payments or
         in order to  consummate  an  optional  redemption  in  accordance  with
         Section 9.01 hereof,  in whole or in part,  and (y) with the consent of
         the Controlling Party, such consent not to be unreasonably  withheld or
         delayed,  include Capital  Contributions in the calculation of Net Cash
         Flow for the purpose of calculating the Debt Service Coverage Ratio.

SECTION 3.15 Further Assurances.  (a) The Issuer or the Indenture Trustee at the
direction of the Issuer,  shall execute and deliver, or cause to be executed and
delivered,  all such  additional  instruments,  and do, or cause to be done, all
such  additional  acts as (i) may be  necessary or proper,  consistent  with the
Granting  Clauses,  to carry  out the  purposes  of this  Indenture  and to make
subject to the Lien hereof any property intended so to be subject,  including in
the event of any change in applicable law or regulations,  (ii) may be necessary
or proper to transfer to any successor Indenture Trustee or co-Indenture Trustee
the estate, powers, instruments and funds held in trust hereunder and to confirm
the Lien of this  Indenture,  or (iii) the Indenture  Trustee or the Insurer may
reasonably request. In addition,  the Issuer shall (at the direction or with the
consent of the Insurer,  so long as the Insurer is the Controlling  Party), take
all  actions,  and shall  direct  the  Indenture  Trustee in writing to take all
actions as shall be specified  to the Issuer,  necessary to preserve and protect
the security interest in the Collateral  created  hereunder,  free of any Liens,
including  but not limited to the removal  and  transfer of any such  Collateral
from any existing  location or jurisdiction to another  location or jurisdiction
so as to prevent the  impairment  of the  security  interest in such  Collateral
created by this Indenture.

(b)      [Reserved.]

(c) All oral and written  communications  made by the Issuer or by any Person on
behalf of the Issuer, including, without limitation, letters, invoices, purchase
orders, contracts,  statements, loan applications, and all notices, certificates
or  information  required  to be  delivered  or  communicated  pursuant  to this
Indenture,  shall be made or  delivered  by the Issuer or by any such  Person on
behalf of the Issuer.

(d) The Indenture  Trustee shall  cooperate in all respects with any  reasonable
written  request by the Insurer to preserve or enforce the Insurer's  rights and
interests under this Indenture.

SECTION  3.16  Financial  Covenants.  (a) If funds in the Debt  Service  Reserve
Account  are  less  than the  Minimum  Debt  Service  Reserve  Amount,  then all
investment  income earned on funds in the Debt Service  Reserve Account shall be
retained in the Debt Service Reserve Account until the funds in the Debt Service
Reserve  Account are equal to or greater than the Minimum  Debt Service  Reserve
Amount.  If funds in the Debt Service  Reserve Account are greater than or equal
to the Minimum Debt Service Reserve Amount, then all investment income earned on
funds in the Debt Service Reserve  Account,  shall be released to the Collection
Account for  distribution  as Available Funds in accordance with the Priority of
Payments.

(b) (i) On each Payment Date, in accordance  with the Priority of Payments,  the
Cash Trap  Reserve  Amount  shall be  deposited  into the Debt  Service  Reserve
Account.

                  (ii)  If a Cash  Trap  Event  has  occurred  but is no  longer
continuing,  then, on the Payment Dates relating to each of the four  Collection
Periods  commencing with the Collection Period related to the Accounting Date on
which the Cash Trap Event ceases, 25% of the Cash Trap Excess existing as of the
Accounting Date on which such cessation occurred shall be deemed to be Available
Funds and the Issuer  shall  release such amount to the  Collection  Account for
distribution in accordance with the Priority of Payments. The Issuer shall cease
any such release of the Cash Trap Excess upon the  occurrence of any  subsequent
Cash Trap Event,  in which case the Issuer shall make any subsequent  release of
Cash Trap Excess only upon the cessation of such  subsequent Cash Trap Event and
only in the amount (on each of the four applicable Payment Dates) of 25%, of the
Cash Trap Excess  existing as of the date of the  cessation  of such  subsequent
Cash Trap Event.

                  (c) So long as any Notes are Outstanding, on each Payment Date
in each of December, January and February of each year, the Issuer shall deposit
the Seasonality  Deposit Amount into the Seasonality  Coverage Account.  On each
Accounting Date in March, April and May, the Issuer shall reduce the Seasonality
Coverage  Balance by the  Seasonality  Release Amount.  The Seasonality  Release
Amount  shall  be  deemed  to be  Available  Funds on such  Accounting  Date for
distribution in accordance with the Priority of Payments.

                  (d) So long as any Notes are  Outstanding,  the  Issuer  shall
maintain  a Royalty  Rate of not less than 4% for all new  Franchise  Agreements
entered  into on and after the Closing  Date and the Issuer  shall  maintain the
Royalty Rate as of the Cut-Off Date for each Franchise  Agreement existing as of
the  Cut-Off  Date and any  renewal  thereof  (subject  to an  exception  for 20
Franchise  Agreements  per year and 50 Franchise  Agreements in the aggregate at
any one time in effect; provided, that with the prior consent of the Controlling
Party, such consent not to be unreasonably  withheld or delayed,  such exception
may be modified or amended).

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 4.01  Satisfaction and Discharge of Indenture.  (a) This Indenture shall
cease to be of further  effect with respect to the Notes except as to (1) rights
of  registration  of transfer  and  exchange,  (2)  substitution  of  mutilated,
destroyed,  defaced,  lost or stolen Notes, (3) rights of Noteholders to receive
payments of principal  thereof and  interest  thereon and the Insurer to receive
any  reimbursement  or other amounts due or to become due hereunder or under the
Insurance  Agreement  that  have  not  been  previously  paid,  (4) the  rights,
obligations and immunities of the Indenture Trustee hereunder including, without
limitation,  the rights to compensation,  reimbursement and  indemnification and
(5) the  rights of  Noteholders  as  beneficiaries  hereof  with  respect to the
property deposited with the Indenture Trustee and payable to all or any of them,
and all  Collateral,  rights and interest hereby conveyed or assigned or pledged
and not disposed of previously pursuant to Section 5.06 then remaining,  if any,
shall  revert to the Issuer,  and the estate,  right,  title and interest of the
Indenture  Trustee  and the  Secured  Parties  therein  shall  thereupon  cease,
terminate and become void,  and the Indenture  Trustee,  on demand of and at the
expense  of  the  Issuer,  shall  execute  instruments  in  form  and  substance
reasonably  satisfactory to the Issuer and the Indenture  Trustee  acknowledging
satisfaction  and discharge of this Indenture and releasing the Collateral  from
the Lien of this  Indenture,  and execute and deliver such other  instruments or
documents as may be reasonably  requested by the Issuer or the American Servicer
to give effect to such release, and shall convey,  assign and transfer, or cause
to be  conveyed,  assigned  or  transferred,  and shall  deliver  or cause to be
delivered to the Issuer,  all such remaining  Collateral,  including money, then
held by the Indenture  Trustee or any  co-trustee,  other than moneys  deposited
with the Indenture Trustee pursuant to clause (ii) below, when:

(i)      either

(A)      all Notes theretofore  authenticated and delivered (other than
         (x) Notes which have been destroyed,  lost or stolen and which
         have been paid or replaced as provided in Section 2.06 hereof,
         and (y) Notes for whose  payment  money has  theretofore  been
         deposited  in trust and  thereafter  repaid  to the  Issuer or
         discharged  from such  trust,  as  provided  in  Section  3.03
         hereof)  have been  delivered  to the  Indenture  Trustee  for
         cancellation; or

(B)      all Notes not  theretofore  delivered to the  Indenture  Trustee for
         cancellation  (x) have become due and payable,  (y) will become due
         and payable at the Legal Final Payment Date within one year or (z) are
         to be called for redemption  within one year under  arrangements
         satisfactory  to the  Indenture  Trustee for the giving of notice of
         redemption by the Indenture  Trustee in the name and at the expense of
         the Issuer,  and there has been  irrevocably  deposited with the
         Indenture Trustee,  in trust for such purpose,  cash or Eligible
         Investments in a principal amount sufficient to pay and discharge the
         entire  indebtedness  on such Notes on the earlier of a redemption
         date or the Legal Final Payment Date,  whichever is applicable,  and
         the Issuer has delivered an  Accountants' Certificate to the Indenture
         Trustee confirming such calculations;

(ii)     the Issuer has paid or caused to be paid all other sums payable
         hereunder by the Issuer and no other  amounts will become due
         and payable by the Issuer;

(iii)    the Issuer has  delivered to the  Indenture  Trustee and the Insurer an
         Officers'  Certificate  and an Opinion of Counsel each stating that all
         conditions  precedent  herein provided for relating to the satisfaction
         and  discharge  of this  Indenture  with respect to the Notes have been
         complied with; and

(iv)     the Policy has expired or been  terminated or canceled by the Indenture
         Trustee in  accordance  with its terms and the  Indenture  Trustee  has
         returned the Policy to the Insurer;  provided,  however,  the Indenture
         Trustee shall be required to cancel the Policy if all amounts under the
         Notes and the Insurance  Agreement have been paid and the Insurer shall
         have  confirmed  in writing  that the Issuer has provided an Opinion of
         Counsel,  or such other  adequate  assurances as may be required by the
         Insurer in its sole judgment,  to the Insurer that the discharge of the
         Indenture  will not  subject  the  Insurer to a risk of  preference  or
         recapture on amounts  previously  paid by the Issuer to  discharge  the
         Notes.

                  The  foregoing  provision  notwithstanding,  amounts  owing in
respect of Notes which shall have been paid, or for which  provision  shall have
been made, by a payment from the Insurer  pursuant to the Policy shall  continue
to be  Outstanding  under this  Indenture,  and the conditions set forth in this
Section 4.01 shall not be satisfied,  and the Insurer shall become the Holder of
such Notes for all  purposes  of this  Indenture;  provided,  that if the Issuer
shall make payment to the Insurer of all  Reimbursements due hereunder and under
the  Insurance  Agreement in respect of any payments by the Insurer of principal
of and interest on the Notes, together with any interest due under the Insurance
Agreement thereon,  the obligation of the Issuer with respect to payment of such
Notes shall cease to the extent of such Reimbursement, and if such Reimbursement
shall be sufficient to pay the principal of and interest due on such Notes, such
Notes shall no longer be deemed Outstanding for purposes of this Indenture.

(b) Notwithstanding the satisfaction and discharge of this Indenture, the rights
and  obligations of the Issuer,  the  Noteholders  and the Secured Parties under
Sections 2.07, 2.13(d), 3.01, 3.03(c), 3.14(v), 4.02, 5.06(e), 6.06, 6.07(e) and
10.03 hereof shall survive such satisfaction and discharge.

SECTION  4.02  Application  of  Trust  Money.  All  monies,   Cash  or  Eligible
Investments deposited with the Indenture Trustee pursuant to Section 4.01 hereof
shall be irrevocably  held in trust by the Indenture  Trustee and applied by it,
in accordance  with the  provisions  of the Notes and this  Indenture and in the
Priority of Payments set forth in Section 10.03, to the payment to the Person or
Persons  entitled  thereto of the  principal and interest for whose payment such
monies,  Cash and Eligible  Investments  have been  deposited with the Indenture
Trustee,  and such  monies,  Cash and  Eligible  Investments  shall be held in a
segregated  trust  account  identified as being held in trust for the benefit of
the Noteholders and the Secured Parties.

SECTION 4.03 Reinstatement. If the Indenture Trustee is unable to apply any cash
or Eligible  Investments in accordance with Section 4.01 hereof by reason of any
Proceeding  or by reason of any order or judgment  of any court or  governmental
authority enjoining,  restraining or otherwise prohibiting such application, the
Issuer's  obligations  under this  Indenture  and the Notes shall be revived and
reinstated  as though no deposit had  occurred  pursuant to Section  4.01 hereof
until such time as the Indenture  Trustee is permitted to apply all such cash or
Eligible Investments in accordance with Section 4.01 hereof; provided,  however,
that if the Issuer has made any payment of principal of or interest on any Notes
because of the reinstatement of its obligations,  the Issuer shall be subrogated
to the rights of the holders who received such cash or Eligible  Investments  to
receive such payment from the Notes held by the Indenture Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION  5.01  Events  of  Default.  Any  of the  following  shall  be an  event
constituting a default under this Indenture (an "Event of Default") with respect
to the Notes then Outstanding, or any of them:

(a)      a default  shall occur in the payment of  principal of the Notes on the
         Legal Final Payment Date  (without  giving effect to payments made with
         the proceeds of a drawing under the Policy);

(b)      a default  shall occur in the payment of any interest due in respect of
         the  Notes;  provided,  however,  if  such  default  is due  solely  to
         administrative  error and funds are otherwise available therefor in the
         Collection  Account and without taking into account the availability of
         the Policy, then such default shall have occurred and continued for one
         (1) full Business Day;

(c)      the  Issuer  fails to  perform  or  comply  with  any of the  covenants
         contained  in  Sections  3.04,   3.05(a),   3.07,   3.08,  3.10,  3.11,
         3.14(u)(B), (H), (J), (N), (O), (R), 3.14(bb) or 3.14(v) hereof;

(d)      the  occurrence  of a Servicer  Termination  Event  under the  American
         Servicing  Agreement  (other  than a  Servicer  Termination  Event that
         occurs solely with respect to the Debt Service Coverage Ratio);

(e)      the  occurrence  of a Servicer  Termination  Event  under the  Canadian
         Servicing  Agreement  (other  than a  Servicer  Termination  Event that
         occurs  solely  with  respect  to the  Debt  Service  Coverage  Ratio);
         provided that a Servicer Termination Event under the Canadian Servicing
         Agreement  shall  only be an  Event of  Default  if,  at such  time the
         Servicer  Termination Event occurs and is continuing,  Collections from
         Restaurants  located in Canada exceed 10% of the  Collections  from all
         Restaurants  located in the United  States and Canada  calculated as of
         the last preceding Accounting Date;

(f)      the Issuer  fails to perform  or observe  any of its other  obligations
         under this  Indenture  not covered by clause (c) above and such failure
         continues for a period ending on the earlier to occur of 30 consecutive
         days after the Issuer  shall have become aware of such failure or after
         the  Issuer  shall  have  received  notice of such  failure;  provided,
         however,  so long as the Issuer is  diligently  attempting to cure such
         failure,  such cure period shall be extended by an additional period as
         may be required but in no event more than an additional 30 days;

(g)      an effective  resolution  is passed by the Issuer for the winding up or
         liquidation  of the  Issuer,  except a winding up for the  purpose of a
         merger, reconstruction or amalgamation in accordance with Section 3.08,
         the terms of which  winding  up or  liquidation  have  previously  been
         approved in writing, by the Controlling Party;

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

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

(j)      the Issuer shall be required to register as an "investment company"
         under the Investment Company Act;

(k)      (i) (A) Arby's shall fail to perform or comply with any of its
         covenants  contained in  subsection  (c)(iv) of Section 4.5 of
         the American  Servicing  Agreement;  (B) either  Holdings or FinCo
         shall fail to perform or comply with any of the limitations on its
         activities  contained in subsections (A) (solely as such provision
         relates to Bank Accounts),  (E), (K), (R) and (S) of Section  9(j)(iv)
         of its respective LLC Agreement;  or (C) IP Holder shall fail to
         perform or comply with any of the operating standards contained in
         subsections (b), (h), (k), (o), (q) and (t) of Section 2.9 of the IP
         Holder Trust  Agreement;  or (ii) (A) either  Holdings or FinCo shall
         fail to perform or comply  with any of the  limitations  on its
         activities  contained  in Section  9(j)(iv) of its  respective  LLC
         Agreement  not specified in (i)(B) above;  or (B) IP Holder shall fail
         to perform or comply with any of the operating  standards  contained
         in Section 2.9 of the IP Holder Trust Agreement not specified in (i)(C)
         above and, in the case of the  preceding  clauses  (ii)(A) and (ii)(B),
         such  failure  continues  for a period  ending on the earlier to occur
         of 30 consecutive  days after  Holdings,  FinCo or IP Holder,  as the
         case may be, shall have become aware of such failure or shall have
         received notice of such failure,  provided,  however,  so long as
         Holdings,  FinCo or IP Holder, as the case may be, is diligently
         attempting to cure such  failure,  such cure period shall be extended
         by an additional  period as may be required but in no event more than
         an additional 30 days;

(l)      the Debt Service Coverage Ratio is less than or equal to 1.00;

(m)      any  representation  or warranty made by the Issuer in any  Transaction
         Document  shall prove to be false or incorrect in any material  respect
         as of the  date  made or  deemed  to be made  or as of any  other  date
         specified in the applicable Transaction Document (a "Breach"), provided
         that if any such Breach is capable of being remedied  within 30 days of
         the  Issuer's  knowledge  of such Breach or receipt of notice  thereof,
         then an Event of Default  shall occur under this clause (l) as a result
         of such Breach if it is not cured in all  material  respects by the end
         of such 30-day period; provided, further, that so long as the Issuer is
         diligently  attempting to cure such failure,  such cure period shall be
         extended by an  additional  period as may be  required  but in no event
         more than an additional 30 days; or

(n)      the occurrence and continuation of an "Event of Default" under the
         Insurance Agreement.

SECTION 5.02      Insurer Defaults.  "Insurer Default" means the occurrence and
continuance of any of the following events:

(a) the Insurer shall have failed to make a payment required under the Policy in
accordance with its terms;

(b) the  Insurer  shall  have (i)  filed a  petition  or  commenced  any case or
proceeding  under any provision or chapter of the  Bankruptcy  Code or any other
similar federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization, (ii) made a general assignment for the benefit of
its  creditors,  or (iii) had an order for relief  entered  against it under the
Bankruptcy  Code  or  any  other  similar  federal  or  state  law  relating  to
insolvency, bankruptcy,  rehabilitation,  liquidation or reorganization which is
final and nonappealable; or

(c) a court of competent  jurisdiction,  the New York Department of Insurance or
other   competent   regulatory   authority   shall  have  entered  a  final  and
nonappealable  order,  judgment or decree (i)  appointing a custodian,  trustee,
agent or  receiver  for the  Insurer or for all or any  material  portion of its
property or (ii)  authorizing the taking of possession by a custodian,  trustee,
agent or  receiver of the  Insurer  (or the taking of  possession  of all or any
material portion of the property of the Insurer).

                  The Insurer shall  promptly  notify the Indenture  Trustee and
the Issuer in writing of any Insurer Default  described in subsection (b) or (c)
above,  and the  Indenture  Trustee  and the Issuer  shall not be deemed to have
knowledge of any such events until receipt of written  notice of such event from
the Insurer or any other Person or Responsible  Officer of the Indenture Trustee
or  the  Issuer,  as  the  case  may  be,   responsible  for  administering  the
transactions herein described has actual knowledge of such event.

SECTION 5.03      [Reserved].

SECTION 5.04      [Reserved].

SECTION 5.05 Acceleration of Maturity; Rescission and Annulment. (a) At any time
after an Event of Default has occurred and is continuing, other than an Event of
Default  specified  in clause (f),  (g) or (h) of Section  5.01,  the  Indenture
Trustee shall,  at the direction of the  Controlling  Party and on behalf of the
Holders of the Notes,  declare on written  notice to the Issuer,  the  Aggregate
Outstanding Principal Amount of the Notes to be immediately due and payable, and
upon any such declaration,  such principal, together with all accrued and unpaid
interest  thereon,  and other amounts  payable  hereunder,  shall  automatically
become  immediately due and payable in accordance with the Priority of Payments;
provided that such acceleration  shall not result in an acceleration of payments
under the Policy.  If an Event of Default specified in clause (f), (g) or (h) of
Section  5.01 shall  have  occurred  and be  continuing,  all unpaid  principal,
together with all accrued and unpaid interest thereon,  of all of the Notes, and
other amounts payable  hereunder,  shall  automatically  become due and payable;
provided that such acceleration  shall not result in an acceleration of payments
under the Policy.

(b) At any time after an Event of Default has  occurred  and the Notes have been
accelerated  pursuant to Section 5.05(a) above, the Indenture Trustee (or either
of the  Servicers  on  behalf of the  Indenture  Trustee)  shall at the  written
direction  of the  Controlling  Party  invest  or  dispose  of any or all of the
Collateral.

                  The  Indenture  Trustee  shall not be bound to  institute  any
Proceedings or take any other action unless (i) with respect to an  acceleration
of the Notes pursuant to this Section  5.05(a),  it shall have been so requested
by the  Controlling  Party and (ii) it shall  have  been  provided  security  or
indemnity to its reasonable satisfaction.

(c) At any time after such a declaration  of  acceleration  of maturity has been
made and  before a  judgment  or decree  for  payment  of the money due has been
obtained by the Indenture Trustee as hereinafter  provided in this Article Five,
the Controlling Party, by written notice to the Issuer and the Indenture Trustee
(if it is not the Controlling Party), may rescind and annul such declaration and
its consequences if:

(i)      the Issuer has paid or deposited with the Indenture Trustee a sum
         sufficient to pay:

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

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

(C)      all outstanding Reimbursements and the Premium owed to the Insurer; and

(ii)     the Indenture Trustee has determined,  after  consultation with counsel
         of its own  choosing  (which may  include  obtaining  such  Opinions of
         Counsel  as it  deems  necessary  or  advisable),  that all  Events  of
         Default,  other than the non-payment of the interest on or principal of
         Notes that have become due solely by such acceleration, have been cured
         and the Controlling  Party, by written notice to the Indenture Trustee,
         has  agreed  with  such  determination  (which  agreement  shall not be
         unreasonably  withheld  or  delayed)  or waived as  provided in Section
         5.08.

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

SECTION 5.06 Enforcement;  Recourse Limited to Collateral. (a) At any time after
an Event of Default has occurred and is continuing, the Indenture Trustee shall,
pursuant to a Controlling Party Order,  institute Proceedings to seek or enforce
any remedy to protect and enforce any rights or powers of the Indenture  Trustee
hereunder  or any of the rights or powers of the  Insurer  and Holders of all of
the Notes.  Upon the  acceleration  of the Notes under Section 5.05 hereof,  the
Indenture  Trustee  shall,  if and as directed  pursuant to a Controlling  Party
Order, (i) institute  Proceedings to enforce the rights of the Indenture Trustee
with respect to the Collateral, including, without limitation, to foreclose upon
the  Collateral  or sell the  Collateral  under a decree of a court or courts of
competent jurisdiction,  and (ii) may at its discretion take any other action of
a secured  party as  permitted  by the laws of the State of New York.  Except as
provided in Section 3.05 or otherwise in this Indenture,  the Indenture  Trustee
shall have no right of enforcement  against the Collateral  unless and until the
Notes have been accelerated as provided in Section 5.05 hereof.

                  In addition,  in the case of an Insurer Default, the Indenture
Trustee shall  institute  such  Proceedings or take such other action to enforce
the  obligations of the Insurer under the Policy as the Holders of a Majority of
the Aggregate Outstanding Principal Amount of the Notes shall direct in writing.
No  Noteholder  shall be entitled to  institute  Proceedings  or take such other
action directly  against the Issuer,  the Insurer or the Collateral with respect
to the Notes,  whether to enforce the  Issuer's  obligations  hereunder or under
such Notes,  or against any  Collateral  securing  the Notes,  unless an Insurer
Default has occurred and is continuing and unless the Indenture Trustee,  having
become  bound so to act,  fails to institute  Proceedings  against the Issuer or
with respect to any such Collateral within a reasonable time and such failure is
continuing.

(b) At any time  after the Notes  then  Outstanding  have  become  payable  upon
acceleration in accordance with Section 5.05 hereof,  the Indenture Trustee may,
or  shall  at  the  written  direction  of the  Insurer  (so  long  as it is the
Controlling  Party),  from time to time sell,  in any manner  permitted  by law,
without  recourse,  at public or private sale, for Cash or Notes in lieu of Cash
as  provided  in  Section  5.06(c)(iv)  and for such price or prices and on such
terms (as to any or all of which manner,  prices and terms the Indenture Trustee
may rely  conclusively on the opinion of a financial  adviser  selected by it as
provided in Section 6.03),  with respect to an acceleration  pursuant to Section
5.05(a),  as  the  Indenture  Trustee  shall  be  directed  in  writing  by  the
Controlling  Party,  all or any  part  of the  Collateral.  Notwithstanding  the
foregoing,  if such  prices or terms are such that a sale of the  Collateral  at
such prices or terms would result in sales  proceeds  that are  insufficient  to
satisfy  the  obligations  of the Issuer  under this  Indenture,  the  Indenture
Trustee shall not proceed with a sale of any portion of the  Collateral  without
the consent of the Insurer (so long as it is the Controlling Party), and, if the
Insurer  is no longer  the  Controlling  Party,  Holders  of a  Majority  of the
Aggregate Outstanding Principal Amount of the Notes.

(c) Upon any sale of all of the  Collateral  securing  the Notes as  provided in
this Indenture made either under the power of sale given under this Indenture or
under  judgment  or  decree  in any  judicial  proceedings  for  foreclosure  or
otherwise  for the  enforcement  of  this  Indenture,  the  following  shall  be
applicable:

(i)      The  Indenture  Trustee is hereby  irrevocably  appointed  the true and
         lawful  attorney of the Issuer to the extent  permitted  by law, in its
         name  and  stead,  to make  all  necessary  deeds,  bills  of sale  and
         instruments of assignment,  transfer or conveyance of the property thus
         sold; and for that purpose may make  instruments and  instructions  and
         may  substitute  one or more  Persons  with like power;  and the Issuer
         hereby  ratifies  and  confirms  all that its  said  attorney,  or such
         substitute or substitutes, shall lawfully do by virtue hereof.

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

(iii)    To  the  extent  permitted  by  applicable  law,  any  Noteholder,  the
         Indenture  Trustee or the Insurer may bid for and  purchase  any of the
         Collateral,  and upon  compliance  with the  terms of sale,  may  hold,
         retain,  possess  and  dispose  of  such  Collateral  in his or its own
         absolute right without further accountability.

(iv)     Any  purchaser at any such sale may, in paying the  purchase  price for
         Collateral  securing  the Notes,  deliver any Notes in lieu of Cash and
         apply to the purchase  price the amount that upon  distribution  of the
         net proceeds of such sale, after application to the costs of the action
         and any other sums that the  Indenture  Trustee is authorized to deduct
         under  this  Indenture,  would  have  been  payable  on such  Notes  so
         delivered in respect of principal and interest.

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

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

(vii)    Any moneys collected by the Indenture Trustee upon any sale made either
         under the power of sale given by this  Indenture  or under  judgment or
         decree in any judicial proceedings for foreclosure or otherwise for the
         enforcement of this  Indenture  shall be applied as provided in Section
         5.07 hereof.

(d) In accordance  with the terms of this  Indenture,  at any time the Indenture
Trustee is  directed  to  institute  Proceedings  to  enforce  the Notes or this
Indenture with respect to such Notes, the following shall be applicable:

(i)      The Indenture  Trustee in its own name, and as trustee of an express
         trust, shall be entitled and empowered to institute any suits, actions
         or other Proceedings at law, in equity or otherwise,  to recover
         judgment against the Issuer on such Notes for the whole amount due and
         unpaid,  and against the Insurer for any amounts  owing under the
         Policy and may  prosecute  any such claims or  Proceedings to judgment
         or final  decree  against  the Issuer or the  Insurer and collect the
         monies  adjudged or decreed to be payable in any manner  provided by
         law,  whether before or after or during the pendency of any
         Proceedings  for the enforcement of the Lien of this  Indenture,  or
         of any of the Indenture  Trustee's rights or the rights of the Insurer
         or the Holders of the Notes under this  Indenture  or the  Indenture
         Trustee's  rights  under the Policy,  and such power of the Indenture
         Trustee shall not be affected by any sale hereunder or by the exercise
         of any other right,  power or remedy for the enforcement of the
         provisions of this Indenture or for the foreclosure of the Lien hereof.

(ii)     Subject to Section 5.06(e) hereof,  in case of a sale of Collateral and
         of the  application  of the proceeds of such sale to the payment of the
         principal  of and  interest  on such  Notes  and  other  amounts  owing
         hereunder in  accordance  with the Priority of Payments,  the Indenture
         Trustee in its own name, and as trustee of an express  trust,  shall be
         entitled and empowered,  by any appropriate means, legal,  equitable or
         otherwise,  to enforce  payment  of, and to receive  all  amounts  then
         remaining due and unpaid to the Secured Parties, for the benefit of the
         Secured  Parties,  with, as  applicable,  interest at the rate borne by
         such  Notes  or  such  other  rate  as  applicable  thereto  under  the
         Transaction Documents.

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

(iv)     The Indenture  Trustee in its own name, or as Indenture  Trustee of an
         express trust,  or as  attorney-in-fact  for Holders of Notes or the
         Insurer,  as the case may be, or in any one or more of such capacities
         (irrespective of whether the principal of the Notes shall then be due
         and payable as therein  expressed or by declaration or otherwise and
         irrespective  of whether the Indenture  Trustee  shall have made any
         demand on the Issuer for the  payment  of overdue  principal  or
         interest),  shall be entitled  and  empowered  to file such proofs of
         claim and other papers or documents as may be necessary or advisable
         in order to have the claims of the Indenture  Trustee and of the
         Insurer and the Holders of Notes,  as applicable  (whether such claims
         be based upon the  provisions  of such  Notes,  the Policy or of this
         Indenture),  allowed in any  receivership,  insolvency, bankruptcy,
         moratorium, liquidation,  readjustment,  reorganization or any other
         judicial or other Proceedings relative to the Issuer or the Insurer,
         the creditors of the Issuer,  the Insurer or the  Collateral,  and any
         receiver,  assignee,  Indenture Trustee,  liquidator,  sequestrator
         (or other similar  official) in any such judicial or other Proceeding
         is hereby authorized to make such  payments to the Indenture  Trustee
         and, in the event that the  Indenture  Trustee shall consent to the
         making of such  payments  directly to the  Noteholders or the Insurer,
         to pay to the  Indenture  Trustee any amount due to it for the
         reasonable  compensation,  expenses,  disbursements  and  advances
         of the Indenture Trustee, its agents and counsel. The Indenture Trustee
         is hereby  irrevocably  appointed  (and the successive  respective
         Holders of the Notes and the Insurer by taking and holding the same,
         shall be  conclusively  deemed to have so appointed the  Indenture
         Trustee) the true and lawful attorney-in-fact  of the respective
         Noteholders  and the Insurer with authority to (x) make and file in
         the respective  names of the  Noteholders  and the Insurer  (subject
         to deduction  from any such claims of the amounts of any claims filed
         by any of the Noteholders and the Insurer  themselves to the extent
         permitted  hereby) any claim,  proof of claim or amendment  thereof,
         debt,  proof of debt or  amendment  thereof,  petition or other
         document  in any such  Proceeding  and to receive  payment of amounts
         distributable  on account  thereof,  (y) execute any such other papers
         and  documents and do and perform any and all such acts and things for
         and on behalf of such  Noteholders and the Insurer as may be necessary
         or advisable in order to have the respective  claims of the Indenture
         Trustee and of the  Noteholders and the Insurer against the Issuer or
         the Collateral, and (z) receive  payment of or on account of such
         claims and debt;  provided that nothing contained in this Indenture
         shall be deemed to give to the Indenture  Trustee any right to accept
         or consent to any plan of  reorganization  or otherwise by action
         of any  character  in any such  Proceeding  to waive or change  in any
         way any right of any  Noteholder  or the  Insurer.  Any monies
         collected by the Indenture Trustee under this subsection (d) shall be
         applied as provided in Section 5.07.

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

(vi)     In case the Indenture Trustee shall have proceeded to enforce any right
         under  this  Indenture  by  suit,  foreclosure  or  otherwise  and such
         Proceedings  shall have been  discontinued or abandoned for any reason,
         or shall have been determined adversely to the Indenture Trustee,  then
         in every such case the Issuer,  the Insurer and the  Indenture  Trustee
         shall, to the extent  permitted by law, be restored without further act
         to their  respective  former  positions and rights  hereunder,  and all
         rights,  remedies and powers of the Indenture Trustee shall continue as
         though  no such  Proceedings  had  been  taken,  except  to the  extent
         determined in litigation adversely to the Indenture Trustee.

(e)  Notwithstanding  any other  provision  of this  Indenture,  the Notes,  the
Insurance Agreement,  the Servicing Agreements or any other Transaction Document
or otherwise,  the liability of the Issuer to the Noteholders,  the Insurer, the
Servicers,  the  Initial  Purchasers,  and the  Indenture  Trustee  under  or in
relation to the Notes, this Indenture,  the Insurance  Agreement,  the Servicing
Agreements  or any other  Transaction  Document  or  otherwise,  is  limited  in
recourse to the  Collateral.  The  Collateral  having been applied in accordance
with the terms  hereof,  none of the Indenture  Trustee,  the  Noteholders,  the
Insurer,  the Initial Purchasers and the Servicers shall be entitled to take any
further  steps  against  the  Issuer to  recover  any sums due but still  unpaid
hereunder,  under the Notes or under any of the other  agreements  or  documents
described  in this  paragraph  (e),  all  claims in  respect  of which  shall be
extinguished.  In particular,  the Indenture Trustee agrees, and each Noteholder
by its  acceptance  of a Note and each other  Secured Party and the Servicers by
their  acceptance  of the  benefits  of this  Indenture  will be  deemed to have
agreed,  not to take any action or institute any  proceeding  against the Issuer
under any  Insolvency  Law  applicable to the Issuer;  provided that each of the
Indenture Trustee and the Noteholders, any other Secured Party and the Servicers
may become  parties to and  participate  in any  Proceeding  or action under any
Insolvency  Law applicable to the Issuer that is initiated by any Person that is
not an Affiliate of it.

SECTION 5.07  Application of Monies Collected by Indenture  Trustee.  Any monies
withdrawn,  collected or to be applied by the Indenture  Trustee with respect to
the Notes  pursuant to this Article  Five shall be  deposited in the  Collection
Account  (other than  proceeds of the Policy which shall be  deposited  into the
Policy Account) and, together with any other monies that may then be held by the
Indenture  Trustee under any of the  provisions of this Indenture as part of the
Collateral  with respect to the Notes,  shall be applied in accordance  with the
priorities set forth in Section 10.03.

SECTION 5.08 Waiver of Appraisement, Valuation, Stay and Right to Marshaling. To
the extent it may  lawfully  do so, the Issuer for itself and for any Person who
may claim through or under it hereby:

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

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

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

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

SECTION 5.09 Remedies Cumulative;  Delay or Omission Not a Waiver. To the extent
permitted by law,  every remedy given  hereunder to the Indenture  Trustee,  the
Insurer or to any of the Noteholders  shall not be exclusive of any other remedy
or remedies,  and every such remedy shall be cumulative and in addition to every
statute,  law,  equity or  otherwise.  Subject  to the  terms of this  Indenture
specifically  including the rights of the Insurer as Controlling  Party (so long
as it is the  Controlling  Party) to direct actions of the Indenture  Trustee in
accordance with the terms of this Indenture,  the Indenture Trustee may exercise
all or any of the powers,  rights or remedies given to it hereunder or which may
be now or hereafter given by statute, law, equity or otherwise,  in its absolute
discretion.  No course of  dealing  between  the  Issuer,  the  Insurer  and the
Indenture  Trustee or the  Noteholders or any delay or omission of the Indenture
Trustee,  the Insurer or of the  Noteholders  to exercise  any right,  remedy or
power accruing upon any Event of Default shall impair any right, remedy or power
or shall be  construed  to be a waiver of any such  Event of  Default  or of any
right  of  the  Indenture  Trustee,   the  Insurer  or  of  the  Noteholders  or
acquiescence  therein,  and every right,  remedy and power given by this Article
Five to the Indenture  Trustee,  the Insurer or to the  Noteholders  may, to the
extent  permitted by law, be exercised  from time to time and as often as may be
deemed expedient by the Indenture Trustee, the Insurer or by the Noteholders.

SECTION 5.10 Control by the Insurer. Notwithstanding any other provision of this
Indenture  (but subject,  for the avoidance of any doubt,  to the  provisions of
Sections 5.06(e) and 12.03 hereof),  the Controlling Party (so long as it is the
Insurer) shall have the right to cause the  institution of, and direct the time,
method and place of,  conducting any Proceeding for any remedy  available to the
Indenture  Trustee  and to direct the  exercise of any trust,  right,  remedy or
power conferred on the Indenture Trustee, provided that:

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

(b) the  Indenture  Trustee  may take any  other  action  deemed  proper  by the
Indenture  Trustee  that  is  not  inconsistent  with  such  direction  or  this
Indenture;  provided,  however,  that,  subject to Section  6.01,  the Indenture
Trustee  need  not  take any  action  that it  determines  might  involve  it in
liability  (unless the  Indenture  Trustee has received  satisfactory  indemnity
against such liability as set forth below); and

(c) the Indenture  Trustee shall have been provided with indemnity  satisfactory
to it.

                                  ARTICLE SIX

                              THE INDENTURE TRUSTEE

SECTION  6.01  Certain  Duties  and  Responsibilities.  (a)  Except  during  the
continuance of an Event of Default known to the Indenture Trustee, the Indenture
Trustee  undertakes to perform such duties and  obligations and only such duties
and obligations as are specifically set forth in this Indenture,  and no implied
covenants or obligations shall be read into this Indenture against the Indenture
Trustee.

(b) In case an Event of Default  actually  known to the  Indenture  Trustee  has
occurred and is  continuing,  the Indenture  Trustee shall  exercise such of the
rights and powers vested in it by this Indenture and use the same degree of care
and skill in such exercise as a prudent  person would  exercise or use under the
circumstances in the conduct of such person's own affairs.

(c) No provision of this  Indenture  shall be construed to relieve the Indenture
Trustee from liability for its own negligent  action,  its own negligent failure
to act or its own willful misconduct, except that, subject to Section 6.01(b):

(i)      this subsection shall not be construed to limit the effect of
         subsection (a) of this Section 6.01;

(ii)     the Indenture  Trustee may consult with counsel of its own choosing and
         the advice of such counsel or any Opinion of Counsel  shall be full and
         complete  authorization  and protection in respect of any action taken,
         suffered  or omitted  by it  hereunder  in good  faith and in  reliance
         thereon;

(iii)    in the absence of bad faith on its part, the Indenture  Trustee may
         conclusively  rely, as to the truth of the statements and the
         correctness of the opinions  expressed  therein, upon  certificates or
         opinions  furnished to the Indenture  Trustee and conforming to the
         requirements of this Indenture;  provided,  however,  that in the case
         of any such  certificates or opinions that by any provision hereof are
         specifically  required to be furnished to the Indenture Trustee,  the
         Indenture Trustee shall be under a duty to examine the same to
         determine  whether or not they conform to the  requirements of this
         Indenture (but need not verify the accuracy of the contents  thereof)
         and shall promptly notify the party  delivering the same if such
         certificate or opinion  does not  conform.  If a corrected  form shall
         not have been  delivered to the  Indenture  Trustee  within 30 days
         after such notice from the Indenture Trustee, the Indenture Trustee
         shall so notify the Insurer and the Noteholders;

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

(v)      the  Indenture  Trustee  shall not be liable with respect to any action
         taken or omitted  to be taken by it in good  faith with  respect to the
         method and place of conducting any Proceeding for any remedy  available
         to the Indenture  Trustee,  or with respect to exercising  any trust or
         power conferred upon the Indenture Trustee, under this Indenture;

(vi)     no provision  of this  Indenture  shall be  construed as requiring  the
         Indenture  Trustee to expend or risk its own funds or  otherwise  incur
         any  liability,  loss or risk in the  performance  of any of its duties
         hereunder,  financial  or  otherwise,  or in the exercise of any of its
         rights or powers,  if it shall have  reasonable  grounds for  believing
         that repayment of such funds or adequate indemnity against such risk or
         liability is not reasonably assured to it;

(vii)    the Indenture  Trustee shall not be liable or responsible  for any loss
         resulting from any investment of monies held by it under this Indenture
         invested in  accordance  with the terms  hereof or  resulting  from the
         redemption or sale of any investment as herein authorized; and

(viii)   for all purposes of this Indenture,  the Indenture Trustee shall not be
         deemed  to have  knowledge  of an Event  of  Default,  nor  shall it be
         obligated to exercise any remedies with respect  thereto,  unless (A) a
         Responsible   Officer  of  the  Indenture  Trustee  shall  have  actual
         knowledge  thereof or (B) written notice of such Event of Default shall
         have been  received by a Responsible  Officer of the Indenture  Trustee
         from the Issuer, the Insurer or from the Holders of greater than 50% in
         Aggregate  Outstanding  Principal Amount of the Notes then Outstanding,
         provided  that,  with  respect  to an Event of  Default  under  Section
         5.01(a) or Section 5.01(b) hereof,  such written notice may be received
         from any individual Holder of a Note.

(d)  Whether or not therein  expressly  so  provided,  every  provision  of this
Indenture  relating to the conduct or  affecting  the  liability of or affording
protection to the Indenture  Trustee shall be subject to the  provisions of this
Article Six.

(e) Whenever in the  administration  of the  provisions  of this  Indenture  the
Trustee  shall  deem it  necessary  or  desirable  that a matter  be  proved  or
established prior to taking or suffering any action to be taken hereunder,  such
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may, in the absence of  negligence  or bad faith on the part of the
Trustee,  be deemed to be conclusively proved and established by an Issuer Order
or Controlling Party Order as the case may be, delivered to the Trustee and such
Issuer Order or Controlling  Party Order,  as the case may be, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken,  suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

(f) The Indenture Trustee shall require that any agent appointed hereunder agree
to be bound by the terms of this  Indenture  with  respect to any  actions to be
taken outside of the United States.

SECTION  6.02  Notice  of  Default.  Promptly  (and in no event  later  than two
Business  Days)  after  the  Indenture  Trustee  becomes  actually  aware of the
occurrence  of any  Default or Event of Default,  the  Indenture  Trustee  shall
notify the  Insurer,  the Issuer,  the Rating  Agencies and all  Noteholders  in
accordance with Section 12.04 hereof of the occurrence of such Event of Default,
unless  such  Default  or Event of  Default  shall  have been cured or waived in
accordance  with the terms hereof.  If any  securities  exchange with respect to
which any of the Notes may be listed so requires,  the  Indenture  Trustee shall
publish such notice in accordance  with such  requirements  from funds available
for such purpose in accordance with Section 10.03.

SECTION 6.03  Certain Rights of Indenture Trustee. Subject to Section 6.01
              hereof:

(a) the Indenture Trustee may rely conclusively and shall be protected in acting
or  refraining  from  acting  upon  any  resolution,   certificate,   statement,
instrument,  opinion, report, notice, request, direction,  consent, order, bond,
note or other paper or document (including facsimile  transmission)  believed by
it to be genuine and to have been  signed or  presented  by the proper  party or
parties and the Indenture  Trustee shall have no  responsibility to ascertain or
confirm the genuineness of any signature of any such party or parties;

(b) any  request  of the Issuer  shall be  sufficiently  evidenced  by an Issuer
Request or Issuer Order;

(c) whenever in the administration of this Indenture the Indenture Trustee shall
(i) deem it desirable  that a matter be proved or  established  prior to taking,
suffering or omitting any action hereunder,  the Indenture Trustee (unless other
evidence be herein specifically  prescribed) may, in the absence of bad faith on
its part, rely conclusively upon an Officers'  Certificate or Opinion of Counsel
or (ii) be required to determine the value of any collateral or funds  hereunder
or the cash flows projected to be received therefrom, the Indenture Trustee may,
in the  absence  of bad faith or its  part,  rely  conclusively  on  reports  of
nationally recognized accounting firms or other persons qualified to provide the
information  required  to  make  such  determination,  including  nationally  or
internationally  recognized  dealers, of the type of collateral being valued and
securities quotation services;

(d) as a condition to the taking or omitting of any action by it hereunder,  the
Indenture Trustee may consult with counsel, financial advisors or accountants of
its own choosing and the advice of such counsel  (including any opinion provided
by such counsel),  financial  advisors or accountants shall be full and complete
authorization  and  protection  in respect of any action  taken or omitted by it
hereunder in good faith and in reliance thereon;

(e) the  Indenture  Trustee  shall be under no obligation to exercise any of the
rights  or powers  vested in it by this  Indenture  or to honor the  request  or
direction  of any of the  Noteholders,  the  Controlling  Party or either of the
Servicers  pursuant to this  Indenture  unless such  request or  direction is in
writing and such parties shall have offered to the Indenture Trustee security or
indemnity  satisfactory to the Indenture Trustee against all costs, expenses and
liabilities  which might  reasonably be incurred by it in  compliance  with such
request or direction;  provided,  however, that the Indenture Trustee shall have
no liability  for failing to take any action or to exercise any of the rights or
powers under this  Indenture  (other than any action or exercise in the ordinary
course of  performing  its services  under this  Indenture) if any such required
indemnity or security is not provided with respect to such action or exercise;

(f) the Indenture Trustee shall not be bound to make any investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note or other
paper  documents,  but the  Indenture  Trustee,  upon  written  direction of the
Insurer or Noteholders of more than 50% of the Aggregate  Outstanding  Principal
Amount of the Notes,  shall make such further inquiry or investigation into such
facts or matters as it may see fit or as it shall be directed;

(g) the Indenture  Trustee may execute any of the trusts or powers  hereunder or
perform  any  duties  hereunder  either  directly  or by or  through  agents  or
attorneys;  provided,  however, that so long as the Indenture Trustee shall have
received  the consent of the  Controlling  Party prior to such  appointment  the
Indenture  Trustee shall not be responsible  for any misconduct or negligence on
the part of any agent  appointed,  or  attorney  appointed,  with due care by it
hereunder.  The Insurer hereby  consents to the appointment by the Issuer of the
Indenture Trustee, as paying agent;

(h) to the extent  permitted by applicable law, the Indenture  Trustee shall not
be  required  to give any bond or surety in  respect  of the  execution  of this
Indenture or otherwise; and

(i) the Indenture Trustee shall not be deemed to have notice or knowledge of any
matter  unless a  Responsible  Officer  assigned to and working in the Indenture
Trustee's  corporate  trust  department has actual  knowledge  thereof or unless
written or facsimile notice thereof is received by the Indenture  Trustee at the
Corporate  Trust  Office and such notice  references  the Notes  generally,  the
Issuer or this  Indenture.  Whenever  reference is made in this  Indenture to an
Event of Default such reference  shall,  insofar as determining any liability on
the part of the Indenture Trustee is concerned, be construed to refer only to an
Event of Default of which the Indenture  Trustee is deemed to have  knowledge in
accordance with this paragraph.

SECTION 6.04 Not  Responsible  for  Recitals or Issuance of Notes.  The recitals
contained in this Indenture and in the Notes (except for the Indenture Trustee's
certificate of  authentication)  shall be taken as statements of the Issuer, and
the Indenture  Trustee assumes no responsibility of the correctness of the same.
The Indenture  Trustee makes no representation as to the validity or sufficiency
of this Indenture or of the Notes or any offering  memorandum related thereto or
the Trust Estate, or any money paid to the Issuer or upon the Issuer's direction
under any provision  hereof or the application by the Issuer of the Notes or the
proceeds thereof.  The Indenture Trustee shall not be accountable for the use or
application by the Issuer of Notes or the proceeds thereof.

SECTION 6.05 May Hold Notes. The Indenture  Trustee may, subject to restrictions
otherwise applicable to the Notes, become the owner or pledgee of Notes and, may
otherwise deal with the Issuer or any Affiliate thereof, with the same rights it
would have if it were not Indenture Trustee.

SECTION  6.06  Money  Held in Trust.  The  Indenture  Trustee  shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed  upon with the Issuer and except to the extent of income or other gain on
investments  which are deposits in or  certificates  of deposit of the Indenture
Trustee in its commercial capacity and income or other gain actually received by
the Indenture Trustee on Eligible  Investments.  The Indenture Trustee shall not
be held  responsible for nor be required to reimburse any Person for any loss of
principal  or  interest  on any amounts  invested  in  Eligible  Investments  in
accordance with the terms hereof.

SECTION 6.07  Compensation  and  Reimbursement.  (a) The Issuer shall pay to the
Indenture  Trustee  from  time to  time  compensation  for  all of its  services
rendered  in  accordance  with  the  terms  and  conditions  hereof  as has been
separately  agreed to by the Issuer and the  Indenture  Trustee.  The  Indenture
Trustee's compensation hereunder shall not be limited by any law on compensation
of a trustee of an express  trust.  The Issuer  shall  reimburse  the  Indenture
Trustee upon  request for all  reasonable  disbursements,  expenses and advances
incurred or made by it hereunder.  Such expenses shall include the compensation,
disbursements and expenses of the Indenture Trustee's agents and counsel.

(b) When the Indenture  Trustee  incurs  expenses or renders  services  after an
Event of Default occurs, the expenses and the compensation for such services are
intended to constitute  expenses of  administration  under any Insolvency Law to
the extent permissible thereunder.

(c) The Issuer shall indemnify,  protect and hold harmless the Indenture Trustee
(in its individual capacity and as Indenture Trustee), its directors,  officers,
employees and agents (collectively,  the "Indemnitees") from and against any and
all actions, claims, damages, liabilities, judgments, losses, costs, charges and
expenses (including, without limitation, legal fees and expenses) relating to or
arising out of or in  connection  with actions or omissions  from actions in any
capacity hereunder,  except actions,  claims, damages,  liabilities,  judgments,
losses,  costs,  charges  and  expenses  caused  by the  negligence  or  willful
misconduct of the  Indenture  Trustee,  its  directors,  officers,  employees or
agents.  The  Indemnitees  shall incur no liability and shall be indemnified and
held harmless by the Issuer for (i) any error  resulting from use of or reliance
on a source or  publication  required to be used under the terms of the Notes or
this Indenture, (ii) any error of judgment made without negligence, bad faith or
willful  misconduct  by a  Responsible  Officer or officers or  employees of the
Indenture Trustee,  (iii) any loss resulting from an investment of funds made by
the Indenture Trustee in Eligible Investments in accordance with this Indenture,
including  any loss of  principal,  or (iv) any tax  liability  in  relation  to
Eligible  Investments or any interest  thereon or any income on any of the Trust
Estate including the costs and expenses of defending itself against any claim of
liability in the premises. The Indemnitees shall incur no liability and shall be
indemnified,  protected  and held  harmless by the Issuer for, or in respect of,
any actions  taken,  omitted to be taken or  suffered to be taken in  accordance
with this Indenture without  negligence,  bad faith or willful misconduct by the
Indenture  Trustee in reliance  upon (i) a written  Opinion of  Counsel,  (ii) a
written  instruction  or Officers'  Certificate  from the Issuer,  (iii) written
instruction or Controlling Party Order from the Controlling  Party, (iv) written
instruction  of  the  American  Servicer  or  (v)  written  instructions  of the
Noteholders of more than 50% of the Aggregate  Outstanding  Principal  Amount of
the Notes.

(d) The  obligations  of the Issuer under this Section  6.07 to  compensate  the
Indenture  Trustee and to pay,  indemnify or reimburse the Indenture Trustee and
any predecessor  Indenture Trustee for actions,  claims,  damages,  liabilities,
judgments,   losses,   costs  and  charges  and  expenses,   shall  survive  the
satisfaction  and discharge of this  Indenture or the  resignation or removal of
the Indenture Trustee,  as provided hereunder but are limited in recourse to the
Collateral.  Amounts payable and reimbursable to the Indenture  Trustee pursuant
to this  Section  6.07  shall  constitute  Trustee  Fees  and  shall  be paid or
reimbursed  to the Indenture  Trustee  solely from the amounts on deposit in the
Collection Account in accordance with the Priority of Payments.

(e)  Compensation  payable to a  successor  Indenture  Trustee  appointed  under
Section 6.08 of this  Indenture  shall be subject to the Priority of Payments to
the same extent and with the same priority as the Indenture Trustee Fees.

SECTION  6.08  Resignation  and  Removal;   Appointment  of  Successor.  (a)  No
resignation  or  removal  of  the  Indenture  Trustee  and no  appointment  of a
successor  Indenture Trustee pursuant to this Article Six shall become effective
until the  acceptance of appointment  by the successor  Indenture  Trustee under
Section 6.09 hereof.

(b) The Indenture  Trustee may resign at any time by (i) giving  written  notice
thereof  to the  Noteholders,  the Issuer and the  Insurer  in  accordance  with
Section  12.04  hereof and (ii)  obtaining  the  written  consent of the Insurer
(unless the Insurer is no longer the Controlling Party), which consent shall not
be  withheld  if the  Indenture  Trustee has  identified  a successor  Indenture
Trustee  meeting  the  requirements  of this  Section  6.08 which is  reasonably
acceptable to the Insurer and who is willing to accept the appointment described
below for a market rate fee. No  resignation  of the Indenture  Trustee shall be
effected until a successor is appointed in accordance with this Section 6.08.

(c) Upon receiving such notice of resignation,  the Issuer shall promptly,  with
the  prior  written  consent  of the  Insurer  (so  long as the  Insurer  is the
Controlling Party and is continuing),  appoint a successor  Indenture Trustee by
written instrument, in duplicate,  executed by Authorized Officers of the Issuer
on behalf of the Issuer,  one  original  copy of which shall be delivered to the
Indenture  Trustee so resigning,  one original  copy to the successor  Indenture
Trustee  and one  original  copy to the  Insurer,  together  with notice to each
Noteholder  in  accordance  with  Section  12.04  hereof (at the  expense of the
Issuer).

(d) The Indenture  Trustee may be removed at any time upon prior written  notice
by the  Issuer  or by  Noteholders  holding  more  than  50%  of  the  Aggregate
Outstanding  Principal  Amount of the Notes (in each  case,  with the  Insurer's
prior  written  consent  if it is  the  Controlling  Party),  delivered  to  the
Indenture Trustee and the Issuer.

(e)      If at any time:

(i)      the  Indenture  Trustee  shall  fail to resign  after  written  request
         therefor by the Issuer, the Insurer or by Noteholders holding more than
         50% of the Aggregate  Outstanding  Principal  Amount of the Notes (with
         the Insurer's prior written consent); or

(ii)     the  Indenture  Trustee  shall  become  incapable of acting or shall be
         adjudged a bankrupt or  insolvent  or a receiver or  liquidator  of the
         Indenture  Trustee or of its property  shall be appointed or any public
         officer shall take charge or control of the Indenture Trustee or of its
         property or affairs for the purpose of rehabilitation,  conservation or
         liquidation;

then, in any such case, (x) the Issuer, by Issuer Order, (y) the Holders of more
than 50% of the Aggregate Outstanding Principal Amount of the Notes may with the
consent  of the  Insurer  (so long as it is the  Controlling  Party)  or (z) the
Insurer if it is the Controlling  Party may, at its sole discretion,  remove the
Indenture  Trustee.  In the event that the  Issuer  shall  remove the  Indenture
Trustee in accordance with this Section 6.08(e), the Issuer shall, promptly, and
in any event within three days thereof,  notify each  Noteholder of such removal
in accordance with Section 12.04.

(f) If the Indenture  Trustee shall be removed or become incapable of acting, or
if a vacancy shall occur in the office of the  Indenture  Trustee for any cause,
the Issuer,  upon written direction from the Insurer or the Holders of more than
50% of the  Aggregate  Outstanding  Principal  Amount  of the  Notes  (with  the
Insurer's prior written consent if it is the Controlling Party),  shall promptly
appoint a successor  Indenture Trustee.  If no successor Indenture Trustee shall
have been appointed  pursuant to Section  6.08(c) hereof and shall have accepted
appointment  in the manner  hereinafter  provided  within 90 days, the Indenture
Trustee,  the Insurer or any Noteholder  may, on behalf of itself and all others
similarly  situated,  petition  any  court  of  competent  jurisdiction  for the
appointment of a successor Indenture Trustee.

(g)  The  Indenture  Trustee  hereunder  shall  at all  times  be a  corporation
organized and doing  business  under the laws of the United States of America or
any state thereof authorized under such laws to exercise corporate trust powers,
having a combined  capital and surplus of at least  $150,000,000  and subject to
supervision or  examination  by federal or state  authority and be acceptable to
the  Insurer  (so long as it is the  Controlling  Party)  and have an  actual or
implied  short-term  debt of at least  "P-1" by Moody's  and "A-1" by Standard &
Poor's  and an actual or implied  long-term  debt  rating of at least  "Baa1" by
Moody's and "BBB+" by Standard & Poor's.  If such corporation  publishes reports
of condition at least  annually,  pursuant to law or to the  requirements of the
aforesaid  supervising  or  examining  authority,  then for the  purpose of this
Section 6.08(g),  the combined capital and surplus of such corporation  shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of  condition so  published.  In case at any time the  Indenture  Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
6.08(g),  the Indenture Trustee shall resign  immediately in the manner and with
the effect specified in Sections 6.08(b)(i) and 6.08(b)(ii) hereof.

(h) The successor Indenture Trustee shall give prompt notice of each resignation
and each removal of the Indenture  Trustee and each  appointment  of a successor
Indenture  Trustee by notifying  the Insurer and the  Noteholders  in accordance
with Section 12.04  hereof.  Each notice shall include the name of the successor
Indenture Trustee and the address of its Corporate Trust Office.

(i) As long as no Insurer  Default  shall have occurred and be  continuing,  the
Insurer may at any time require the Issuer to remove the  Indenture  Trustee if,
(i) the Insurer determines that reasonable cause exists for such removal or (ii)
in the opinion of independent  counsel of recognized standing (A) any payment of
interest or  principal or premium in respect of any of the  Collateral  would be
subject  to  withholding  or  deduction  for or on  account  of  taxes,  (B) the
Indenture Trustee would not be entitled to receive a gross-up in respect of such
payment,  and (C) such withholding or deduction could be avoided by appointing a
successor  Indenture  Trustee;  provided that in the case of subsection (ii) the
Issuer  shall not be required to remove the  Indenture  Trustee if the Issuer or
the Indenture  Trustee takes other action to avoid such withholding or deduction
which is reasonably  satisfactory to the Insurer (including the appointment of a
co-Indenture  Trustee).  The Insurer may exercise its rights hereunder by giving
written  notice of such  exercise to the  Indenture  Trustee and the Issuer,  in
which case the Issuer shall promptly remove the Indenture  Trustee and appoint a
successor  thereto  with the  consent of the Insurer by written  instrument,  in
duplicate,  executed upon an Issuer Order, one copy of which instrument shall be
delivered  to the  Indenture  Trustee  and one copy to the  successor  Indenture
Trustee.

SECTION  6.09  Acceptance  of  Appointment  by  Successor.  (a) Every  successor
Indenture Trustee appointed hereunder shall execute,  acknowledge and deliver to
the Issuer, the Insurer and the retiring Indenture Trustee an instrument in form
and substance reasonably satisfactory to the Insurer accepting such appointment,
and thereupon,  upon receipt by such retiring or removed Indenture  Trustee,  of
all sums due under Section 6.07 or 7.02 hereof,  as applicable,  the resignation
or removal of the retiring  Indenture  Trustee  shall become  effective and such
successor Indenture Trustee, without any further act, deed or conveyance,  shall
become vested with all the rights, powers, trusts, duties and obligations of the
retiring Indenture  Trustee;  but, on written request of the Issuer, the Insurer
or the successor Indenture Trustee,  such retiring Indenture Trustee shall, upon
payment of its charges then unpaid,  execute and deliver an  instrument  in form
and substance  reasonably  satisfactory to such successor  Indenture Trustee and
the Insurer  transferring  to such successor  Indenture  Trustee all the rights,
powers and trusts of the  retiring  Indenture  Trustee,  and shall duly  assign,
transfer and deliver to such successor  Indenture Trustee all property and money
held by such retiring Indenture Trustee  hereunder.  Upon written request of any
such successor  Indenture Trustee,  the Issuer and the Insurer shall execute any
and all instruments  reasonably necessary to more fully and certainly vesting in
and confirming to such successor  Indenture Trustee all such rights,  powers and
trusts.

(b) Upon acceptance of appointment by a successor  Indenture Trustee as provided
in  this  Section  6.09,  the  successor  Indenture  Trustee  shall  notify  the
Noteholders in accordance with Section 12.04 hereof.

SECTION 6.10 Merger,  Conversion,  Consolidation  or  Succession  to Business of
Indenture  Trustee.  Any  corporation  into which the  Indenture  Trustee may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting from any merger,  conversion or  consolidation  to which the Indenture
Trustee shall be a party, or any corporation  succeeding to all or substantially
all of the  corporate  trust  business of the  Indenture  Trustee,  shall be the
successor of the Indenture Trustee hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto,  provided
that  written  notice  of such  merger,  conversion  or  consolidation  shall be
provided  to the  Issuer,  the Insurer  and the Rating  Agencies  and  provided,
further,  that the resulting or successor  corporation is eligible under Section
6.08(g). In case any Notes subsequent thereto have been  authenticated,  but not
delivered,  by the  Indenture  Trustee then in office,  any successor by merger,
conversion or consolidation to such  authenticating  Indenture Trustee may adopt
such  authentication and deliver the Notes so authenticated with the same effect
as if such successor Indenture Trustee had itself authenticated such Notes.

SECTION 6.11 Limitation of Liability..  It is expressly understood and agreed by
the  parties  hereto  that (a) this  Indenture  is  executed  and  delivered  by
Wilmington  Trust Company,  not individually or personally but solely as trustee
of the Issuer, in the exercise of the powers and authority  conferred and vested
in it under the Trust Agreement,  (b) each of the representations,  undertakings
and agreements herein made on the part of the Issuer is made and intended not as
personal  representations,  undertakings  and  agreements  by  Wilmington  Trust
Company  but is made and  intended  for the  purpose of  binding  only the Trust
Property  (as  defined in the Trust  Agreement)  and (c) under no  circumstances
shall  Wilmington  Trust  Company be  personally  liable for the  payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation,  representation,  warranty or covenant made or undertaken by the
Issuer  under this  Indenture  or the other  Transaction  Documents to which the
Issuer is a party.

                                 ARTICLE SEVEN

                                   [RESERVED]

                                 ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

SECTION 8.01  Supplemental  Indentures  Without Consent of Noteholders.  (a) The
Issuer,  the  Insurer  and the  Indenture  Trustee,  without  the consent of the
Noteholders,  at any time and from  time to  time,  may  enter  into one or more
indentures supplemental hereto, in form satisfactory to the Indenture Trustee:

(i)      to correct or  amplify  the  description  of any  property  at any time
         subject to the Lien of this Indenture,  or better to assure, convey and
         confirm unto the Indenture  Trustee any property subject or required to
         be  subject  to  the  Lien  of  this  Indenture   (including,   without
         limitation,  in order to obtain a security interest thereto in a manner
         consistent  with  Section  7.02),  or to  subject  to the  Lien of this
         Indenture additional property;

(ii)     to evidence the succession of another  Person to the Issuer,  and the
         assumption by any such successor of the covenants of the Issuer
         contained herein and in the Notes;

(iii)    to add to the covenants of the Issuer,  in each case only to the extent
         not adverse to the interests of any  Noteholder  or the Insurer,  or to
         surrender any right or power herein conferred upon the Issuer;

(iv)     to convey, transfer, assign, mortgage or pledge any property to or with
         the Indenture  Trustee for the benefit of Secured Parties or add to the
         conditions, limitations or restrictions on the authorized amount, terms
         and purposes of the issue, authentication and delivery of Notes;

(v)      to evidence and provide for the acceptance of appointment  hereunder by
         a  successor  Indenture  Trustee  and to add  to or  change  any of the
         provisions as shall be necessary to facilitate  the  administration  of
         the trusts  hereunder by more than one Indenture  Trustee,  pursuant to
         the requirements of Sections 6.08 and 6.09 hereof;

(vi)     to take any action  necessary or advisable to prevent the Issuer or the
         Indenture  Trustee from becoming  subject to any  withholding  or other
         taxes, fees or assessments;

(vii)    to cure any ambiguity or to correct or supplement any provisions herein
         or in any  supplemental  indenture which may be  inconsistent  with any
         other provision herein or in any supplemental indenture;

(viii)   to facilitate the transfer of Notes in accordance  with  applicable law
         (as  evidenced by an Opinion of Counsel),  which may include  providing
         for the maintenance of a book-entry trading system;

(ix)     to  take  any  action  necessary  and  appropriate  to  facilitate  the
         originations  of new Franchise  Agreements,  the servicing of Franchise
         Assets and the  preservation  and  maintenance of the Arby's IP and the
         Franchise Assets; and

(x)      with the  prior  consent  of the  Controlling  Party,  take any  action
         necessary or advisable to effectuate any lockbox  arrangements  entered
         into by the Issuer.

(b) The Indenture  Trustee is hereby  authorized to join in the execution of any
such supplemental  indenture and to make any further appropriate  agreements and
stipulations that may be therein contained,  but the Indenture Trustee shall not
be  obligated  to enter into any such  supplemental  indenture  that  materially
adversely  affects the Indenture  Trustee's own rights,  duties,  liabilities or
immunities  under this Indenture or otherwise  except to the extent  required by
law.

(c) Copies of any  Supplemental  Indenture  entered into in accordance with this
Section 8.01 shall be available upon request by any Noteholder duly given to the
Indenture Trustee.

SECTION 8.02 Consents to Supplemental  Indentures.  (a) With the written consent
of the Controlling Party, the Issuer and at the written direction of the Issuer,
the  Indenture  Trustee may enter into an indenture or  indentures  supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating  any of the  provisions  of, this  Indenture  or of modifying in any
manner the rights of the Noteholders  under this Indenture;  provided,  however,
that any such  supplemental  indenture for which approval of Noteholders has not
been obtained as provided in this Section  8.02(a) may be entered into only upon
satisfaction  of the Insurer  Condition and written  confirmation by each Rating
Agency that such action would not have an adverse effect upon the ratings of the
Notes; and provided,  further,  that no supplemental  indenture shall be entered
into  without  the  written  consent  of the  Insurer  and  all the  Holders  of
Outstanding  Notes affected thereby (in which event such  confirmation  from the
Rating Agencies and satisfaction of the Insurer Condition shall not be required)
that would do any of the following:

(i)      change the Legal Final Payment Date, or the due date of any installment
         of  principal  of or  interest  on, any Note,  or reduce the  principal
         amount  thereof  or the Note Rate  thereon,  change the  provisions  of
         Section 10.03 of this Indenture or change any place where,  or the coin
         or currency in which, any Note or the interest  thereon is payable,  or
         the date or manner of payment,  or impair the right to  institute  suit
         for the  enforcement  of any such  payment on or after the Legal  Final
         Payment  Date  thereof  (or,  in the  case  of the  termination  of the
         obligations of the Issuer  hereunder,  on or after the applicable Trust
         Termination Date);

(ii)     reduce the percentage in Aggregate  Outstanding Principal Amount of the
         Notes,  the consent of the  Noteholders  of which is  required  for the
         execution  of any such  supplemental  indenture,  or the consent of the
         Noteholders of which is required for any waiver of compliance  with any
         provisions  of this  Indenture  or any  Defaults  hereunder  and  their
         consequences provided for in this Indenture;

(iii)    impair or adversely affect the Trust Estate except as otherwise
         permitted herein;

(iv)     permit the  creation of any Lien  ranking  prior to or on a parity with
         the Lien of this Indenture with respect to any part of the Trust Estate
         or  terminate  the Lien of this  Indenture  on any property at any time
         subject  hereto or deprive any  Noteholder of the security  afforded by
         the Lien of this Indenture except as otherwise permitted herein;

(v)      reduce the percentage of the Aggregate  Outstanding Principal Amount of
         the Notes,  the  consent of the  Noteholders  of which is  required  to
         request  that the  Indenture  Trustee  preserve  the Trust Estate or to
         rescind the Indenture  Trustee's  election to preserve the Trust Estate
         pursuant  to  Section  5.06  hereof or to sell or  liquidate  the Trust
         Estate pursuant to Section 5.06 hereof;

(vi)     modify any of the  provisions of this Section 8.02,  except to increase
         the  percentage of the Aggregate  Outstanding  Principal  Amount of the
         Notes  the  consent  of the  Holders  of  which  is  required  for  any
         supplemental  indenture or to provide that certain other  provisions of
         this Indenture  cannot be modified or waived without the consent of the
         Noteholder of each Outstanding Note affected thereby;

(vii)    modify the definition of the term "Outstanding";

(viii)   release the Insurer from all or any part of its obligation to make
         each and every payment under the Policy; or

(ix)     modify any of the  provisions of this  Indenture in such a manner as to
         affect  the  calculation  of the  amount  of any  payment  of  Interest
         Distribution  or Principal  Distribution on any Payment Date (including
         the   calculation  of  any  of  the   individual   components  of  such
         calculation)  or to reduce the amount  payable upon the  redemption  of
         such Notes or change the time at which any Note may be redeemed.

(b) With respect to any supplemental  indenture  entered into in accordance with
this Section  8.02,  it shall not be necessary  for  Noteholders  to approve the
particular  form of any  proposed  supplemental  indenture,  only the  substance
thereof.

SECTION 8.03 Execution of Supplemental Indentures. In executing or accepting the
additional  trusts  created  by any  supplemental  indenture  permitted  by this
Article  Eight  or the  modifications  thereby  of the  trusts  created  by this
Indenture,  the Indenture Trustee shall be entitled to receive,  and (subject to
Sections 6.01 and 6.03 hereof) shall be fully protected in relying  conclusively
upon,  an Opinion of Counsel  stating that the  execution  of such  supplemental
indenture  is  authorized   or  permitted  by  this   Indenture  and  that  such
supplemental  indenture is the legal, valid and binding obligation of the Issuer
enforceable  against  the  Issuer  in  accordance  with its  terms  (subject  to
customary exceptions). The Indenture Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that materially adversely affects the
Indenture  Trustee's own rights,  duties or immunities  under this  Indenture or
otherwise.

SECTION  8.04  Effect of  Supplemental  Indentures.  Upon the  execution  of any
supplemental  indenture  under  this  Article  Eight,  this  Indenture  shall be
modified in accordance therewith,  and such supplemental  indenture shall form a
part of this Indenture for all purposes;  and every Outstanding Note theretofore
and thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 8.05 Reference in Notes to Supplemental  Indenture.  Notes authenticated
and delivered after the execution of any supplemental indenture pursuant to this
Article  Eight may,  and if  required by the  Indenture  Trustee  shall,  bear a
notation in form satisfactory to the Indenture Trustee as to any matter provided
for in such supplemental indenture. If the Issuer shall so determine, new Notes,
so modified as to conform in the opinion of the Indenture Trustee and the Issuer
to any such supplemental  indenture,  may be prepared and executed by the Issuer
and  authenticated  and  delivered  by the  Indenture  Trustee in  exchange  for
Outstanding Notes.

                                  ARTICLE NINE

                               REDEMPTION OF NOTES

SECTION 9.01 Optional Redemption, Election to Redeem. (a) Optional Redemption by
Issuer.  The Notes shall be subject to  redemption,  in whole or in part, at the
option of the Issuer on any Payment Date at the Optional Redemption Price.

(b)  Installments  of  interest  and  principal  due on or prior to an  Optional
Redemption  Date  shall  continue  to be  payable  to the  Holders of such Notes
according  to their  terms.  The  election  of the  Issuer to  redeem  any Notes
pursuant to this  Section  9.01 shall be  evidenced  by an Issuer Order from the
American  Servicer  directing  the  Indenture  Trustee  to make  payment  of the
Optional Redemption Price of the Aggregate  Outstanding  Principal Amount of the
Notes to be redeemed from funds in the  Collection  Account as described  below.
The  Notes  shall be  redeemed  on a pro  rata  basis,  based  on the  Aggregate
Outstanding  Principal Amount of the Notes held by each  Noteholder.  The Issuer
shall  deposit,  or cause to be  deposited,  the funds  required for an optional
redemption in whole or in part, as applicable,  in the Collection  Account on or
before the Business Day prior to the Optional  Redemption Date. The Issuer shall
set the  Optional  Redemption  Date and give  notice  thereof  to the  Indenture
Trustee, and the Insurer pursuant to Section 9.02 hereof.

SECTION 9.02 Notice to Indenture Trustee, and Insurer of Optional Redemption. In
the event of any optional redemption pursuant to Section 9.01, the Issuer shall,
at least 30 days prior to the proposed Optional Redemption Date but no more than
60 days  prior to such date  (unless  the  Indenture  Trustee  shall  agree to a
shorter  notice  period),  notify the  Indenture  Trustee,  the  Insurer and the
Servicers in writing of such Optional Redemption Date, the Aggregate Outstanding
Principal  Amount  to be  redeemed  on such  Optional  Redemption  Date  and the
Optional Redemption Price of such Aggregate  Outstanding Principal Amount and as
further  specified in Section 9.03 hereof and in  accordance  with Section 12.03
hereof.

SECTION 9.03 Notice of Optional  Redemption or Maturity by the Issuer.  (a) Upon
receipt of notice  pursuant to Section  9.02,  notice of such  redemption of the
Notes shall be given by the  Indenture  Trustee to the Rating  Agencies  and the
Noteholders  not less than 20 days prior to the  scheduled  Optional  Redemption
Date.

(b)      All notices of optional redemption shall state:

(1)      the CUSIP number,  Common Code or ISIN, as applicable,  of the Notes to
         be  redeemed  and that the Notes shall be redeemed on a pro rata basis,
         based on the Aggregate Outstanding Principal Amount;

(2)      the Optional Redemption Date;

(3)      the Optional Redemption Price;

(4)      in the case of an optional  redemption in whole, that all the Notes are
         being  paid in full and that  interest  on such  Notes  shall  cease to
         accrue  on the  date  specified  in the  notice,  or,  in the case of a
         redemption  in part,  the amount of principal of each Note that will be
         repaid and that  interest  on such amount of  principal  shall cease to
         accrue on the date specified in the notice;

(5)      in the case of an  optional  redemption  in whole,  the place or places
         where  such Notes to be  redeemed  in whole are to be  surrendered  for
         payment of the Optional  Redemption  Price which shall be the office or
         agency of the Issuer to be maintained as provided in Section 3.02; and

(6)      that the redemption is subject to the satisfaction of certain
         conditions set forth in this Indenture.

(c) The  Issuer  shall  have the  option to  withdraw  the  notice  of  optional
redemption  up to  the  fifth  Business  Day  prior  to the  scheduled  Optional
Redemption  Date by written notice to the Indenture  Trustee,  , the Insurer and
the Servicers.

(d)      [Reserved.]

(e)  Notice of  redemption  shall be given by the  Issuer  or,  at the  Issuer's
request,  by the Indenture Trustee in the name and at the expense of the Issuer.
Failure to give notice of redemption,  or any defect  therein,  to any Holder of
any Note shall not impair or affect the validity of the  redemption of any other
Notes.

SECTION 9.04 Notes Payable on Optional Redemption Date. (a) Notice of redemption
having been given as aforesaid, the Notes to be redeemed pursuant to an optional
redemption shall, on the Optional Redemption Date, become due and payable at the
Optional  Redemption  Price therein  specified,  and from and after the Optional
Redemption  Date (unless the Issuer shall Default in the payment of the Optional
Redemption Price and accrued  interest) such Notes shall cease to bear interest.
Upon final  payment on a Note to be redeemed in full,  the Holder shall  present
and surrender such Note at the place specified in the notice of redemption on or
prior to such Optional  Redemption  Date;  provided,  however,  that if there is
delivered to the Issuer, the Insurer, and the Indenture Trustee such security or
indemnity  as may be  required  by  them to save  each of them  harmless  and an
undertaking thereafter to surrender such Note, then, in the absence of notice to
the Issuer,  the Insurer or the Indenture  Trustee that the applicable  Note has
been acquired by a bona fide purchaser, such final payment shall be made without
presentation or surrender. Payments of interest on Notes so to be redeemed shall
be  payable to the  Holders of such  Notes,  or one or more  predecessor  Notes,
according to the terms and provisions of Section 2.07 hereof.

                  (b) If any Note called for  redemption  shall not be paid upon
surrender thereof for redemption,  the principal thereof shall, until paid, bear
interest from the Optional  Redemption Date at the Note Rate for each successive
Accrual Period the Note remains Outstanding.

                  (c) Upon the partial redemption of any Notes and the surrender
thereof,  the Issuer shall to the extent necessary issue, and the Authenticating
Agent shall authenticate, new Notes equal to the Aggregate Outstanding Principal
Amount of the Notes not so redeemed.

SECTION  9.05  Mandatory  Redemption.  (a) The Notes are  subject  to  mandatory
redemption,  in whole or in part,  at the  Mandatory  Redemption  Price upon the
occurrence of any of the following events in the manner set forth below:

(i)      If the Debt Service Coverage Ratio, on any Accounting Date is less than
         or equal to 1.20 but greater  than 1.10,  then,  on each  Payment  Date
         following  such   Accounting   Date,  all  funds  remaining  after  the
         application  of Available  Funds in  accordance  with Section  10.03(i)
         through Section 10.03(vi) hereof, shall be applied to redeem Notes on a
         pro rata basis, based on the Aggregate  Outstanding Principal Amount of
         the Notes held by each  Noteholder.  Such  redemption  of Notes on each
         such Payment Date shall continue until the Debt Service  Coverage Ratio
         exceeds  1.20  and  remains  greater  than  1.20  for  six  consecutive
         Collection Periods.

(ii)     If the Debt Service  Coverage  Ratio,  on any Accounting  Date, is less
         than or  equal  to  1.10,  then on each  Payment  Date  following  such
         Accounting  Date,  (i) the sum of (A) all  funds  available  after  the
         application  of Available  Funds in  accordance  with Section  10.03(i)
         through  Section  10.03(v)  hereof,  (B) all funds in the Debt  Service
         Reserve Account, and (C) all funds in the Seasonality Coverage Account,
         shall be  applied  to redeem  Notes on a pro rata  basis,  based on the
         Aggregate  Outstanding  Principal  Amount  of the  Notes  held  by each
         Noteholder,  until the Legal Final  Payment  Date of the Notes and (ii)
         such occurrence shall constitute a Servicer Termination Event.

(iii)    If an Indemnification Mandatory Redemption Event occurs, on the related
         Payment   Date,   all   Indemnification   Amounts  on  deposit  in  the
         Indemnification  Account shall be released as Available Funds and shall
         be applied to redeem Notes on a pro rata basis,  based on the Aggregate
         Outstanding Principal Amount of the Notes held by each Noteholder.

                  The Indenture  Trustee shall give notice to the Noteholders of
the  occurrence of any of the foregoing  events as indicated in a monthly report
delivered to the Indenture Trustee by the Issuer.

(b) Upon the  occurrence  of an  event  leading  to a  mandatory  redemption  as
described  in Sections  9.05(a)(i),  9.05(a)(ii)  and  9.05(a)(iii)  above,  the
Aggregate  Outstanding  Principal  Amount to be redeemed shall, on the Mandatory
Redemption  Date,  become due and payable at the Mandatory  Redemption Price and
from and after such Mandatory  Redemption  Date (unless the Issuer shall Default
in the payment of the  Mandatory  Redemption  Price and accrued  interest)  such
Notes shall cease to bear interest.  Upon final payment on a Note to be redeemed
in full,  the Holder  shall  present  and  surrender  such Note at the office or
agency of the Issuer to be  maintained  as provided in Section 3.02 hereof on or
promptly following such Mandatory  Redemption Date; provided,  however,  that if
there is delivered to the Issuer,  the Insurer,  and the Indenture  Trustee such
security or indemnity  as may be required by them to save each of them  harmless
and an undertaking  thereafter to surrender  such Note,  then, in the absence of
notice to the Issuer,  the Insurer or the Indenture  Trustee that the applicable
Note has been  acquired by a bona fide  purchaser,  such final  payment shall be
made without  presentation or surrender.  Payments of interest on Notes so to be
redeemed  shall  be  payable  to the  Holders  of  such  Notes,  or one or  more
predecessor Notes, according to the terms and provisions of Section 2.07 hereof.
If any Note called for redemption  shall not be paid upon surrender  thereof for
redemption,  the principal  thereof  shall,  until paid,  bear interest from the
Mandatory  Redemption Date at the Note Rate for each  successive  Accrual Period
the Note remains  Outstanding.  Upon the partial redemption of any Notes and the
surrender  thereof,  the Issuer  shall to the extent  necessary  issue,  and the
Authenticating  Agent  shall  authenticate,  new  Notes  equal to the  Aggregate
Outstanding Principal Amount of the Notes not so redeemed.

                                  ARTICLE TEN

                 COLLECTION OF FUNDS AND MAINTENANCE OF ACCOUNTS

SECTION 10.01  Segregation of Money.  The Indenture  Trustee shall segregate and
hold all money and  property  received  by it in trust for the  Noteholders  and
shall apply it as provided in this Indenture.

SECTION  10.02  Collection  Account;  Canadian  Sub-Account.  (a) The  Indenture
Trustee shall,  prior to the Closing Date,  establish a segregated trust account
at the  corporate  trust  department  of The Bank of New York in New York  which
shall be held in trust in the name of the  Indenture  Trustee for the benefit of
the Secured Parties and designated as the Collection Account.

(i)      Funds shall be deposited into the Collection Account immediately upon
         the receipt thereof.

(ii)     All  monies  deposited  from  time to time  in the  Collection  Account
         pursuant to this  Indenture  shall be held by the Indenture  Trustee as
         part of the Trust Estate and shall be applied for the  purposes  herein
         provided.

                  The Issuer  shall,  prior to the  Closing  Date,  establish  a
sub-account of the  Collection  Account which shall be held in trust in the name
of the Indenture Trustee for the benefit of the Secured Parties at the corporate
trust  department  of the Royal  Bank of Canada.  The  Canadian  Servicer  shall
deposit any Franchisee  Payments  (denominated in Canadian  dollars) it receives
pursuant to any Canadian  Franchise  Agreements into such  sub-account.  On each
Payment Date, in accordance  with the monthly report  delivered to the Indenture
Trustee by the Issuer on the related  Accounting  Date,  the  Indenture  Trustee
shall transfer to the Collection  Account all funds then in such sub-account net
of the sum of (i) the  Servicing  Fee  payable to the  Canadian  Servicer,  (ii)
amounts constituting Excluded Fees and (iii) fees payable in connection with the
conversion of funds denominated in Canadian dollars to funds denominated in U.S.
dollars.

(b) All  payments to be made from time to time by the  Indenture  Trustee to the
Holders  of Notes  out of  funds  in the  Collection  Account  pursuant  to this
Indenture  shall  be made by the  Indenture  Trustee  according  to the  written
direction of the American Servicer. Upon the request of the American Servicer in
accordance  with  Section  2.2(b)  of  the  American  Servicing  Agreement,  the
Indenture Trustee shall be authorized to promptly withdraw on a weekly basis any
amounts  necessary to pay any Advertising Fees or Canadian  Advertising Fees. In
addition, the Indenture Trustee, shall, at the written direction of the American
Servicer in accordance with Section 2.2(b) of the American Servicing  Agreement,
withdraw  any  amounts in the  Collection  Account  which  have been  mistakenly
deposited in the  Collection  Account,  which  amounts are not part of the Trust
Estate (such amounts, "Misdirected Payments").

(c) Upon delivery of a Servicer Order, monies in the Collection Account shall be
invested and reinvested by the Indenture Trustee as directed in a Servicer Order
in one or more Eligible  Investments.  If the Indenture Trustee does not receive
such investment  instructions for three consecutive Business Days, then upon the
next  following  Business Day, the  Indenture  Trustee shall invest and reinvest
such  monies in  Government  Obligations.  All  income  or other  gain from such
investments shall be credited to such Collection  Account and any loss resulting
from such investments shall be charged to such Collection Account. The Indenture
Trustee  shall not in any way be held liable by reason of any  insufficiency  in
the Collection  Account resulting from any loss on any Eligible  Investment.  If
such Servicer  Order is received after 1:00 p.m. (New York time) on any Business
Day, the Indenture  Trustee will have no  obligation to make such  investment on
such day but shall use its best efforts to make such investment on such day, and
in any event shall make such investment by the next Business Day.

SECTION 10.03  Disbursement of Monies from Collection  Account.  Distribution of
Available Funds. (a) On each Payment Date, Available Funds received with respect
to the related  Collection Period to the extent available will be distributed in
the following order of priority:

(i)      to the payment to the Industry Consultant,  Independent Accountant, the
         Insurer,  the  Principal  Reinsurer,  the  SPE  Administrator,   Issuer
         Trustee,  the  trustee of the IP Holder,  the Issuer and the  Indenture
         Trustee,  as applicable,  of the SPV Operating  Expenses (solely,  with
         respect to indemnities,  on a pro rata basis in proportion to the total
         indemnity amounts then payable to indemnitees, respectively) (including
         any accrued and unpaid SPV Operating Expenses) as of such Payment Date;

(ii)     to the  Servicers,  an amount equal to the  Servicing  Fees due on such
         Payment  Date,  including any accrued and unpaid  Servicing  Fees as of
         such Payment Date;

(iii)    to the Insurer, an amount equal to the sum of (A) the Premium due under
         the Insurance Agreement due on such Payment Date (including any accrued
         and unpaid  Premium)  and (B) any  Reimbursements  owed to the  Insurer
         (including any accrued and unpaid Reimbursements);

(iv)     to the Noteholders, an amount equal to the Interest Distribution
         (including any Additional Interest, if any);

(v)      to the Noteholders, an amount equal to the Principal Distribution;

(vi)     if the Notes are not  subject to a  mandatory  redemption  pursuant  to
         Section  9.05(a)(ii)  hereof, to the Debt Service Reserve Account,  the
         Cash Trap Reserve Amount;

(vii)    to the Noteholders,  in the event of a mandatory  redemption, in whole
         or in part, in accordance with Section 9.05 hereof, an amount
         necessary to fund such mandatory redemption;

(viii)   to the Noteholders,  in the event of an optional redemption, in whole
         or in part, in accordance with Section 9.01 hereof, an amount
         necessary to fund such optional redemption;

(ix)     to the Seasonality Coverage Account, the amount equal to the
         Seasonality Deposit Amount;

(x)      to each of the Industry Consultant,  Independent Accountant, the Issuer
         Trustee,  the Issuer,  the trustee of the IP Holder,  the Insurer,  the
         Principal  Reinsurer,  the SPE Administrator and the Indenture Trustee,
         as  applicable  and on a pro rata basis in  proportion to the indemnity
         amounts  payable  to  them,  respectively,   the  payment  of  the  (A)
         indemnities in excess of the prevailing cap on such indemnities and not
         paid under clause (i) above, and (B) any indemnities accrued and unpaid
         as of such Payment Date; and

(xi)     to the Certificateholder, any remaining Available Funds.

                  (b) To the extent funds on deposit in the  Collection  Account
are insufficient to pay the Expected  Priority Payments on any Payment Date, the
Trustee shall  transfer to the  Collection  Account  funds from the  Seasonality
Coverage  Account,  in an amount  sufficient to make the payment of the Expected
Priority  Payments on such  Payment  Date,  and to the extent  necessary,  after
application of such funds from the Seasonality  Coverage Account,  the Indenture
Trustee shall transfer funds from the Debt Service Reserve Account.

SECTION 10.04 Reports.  Subject to the  limitations set forth in this paragraph,
the  Indenture  Trustee  shall  supply in a timely  fashion to the  Issuer,  the
Servicers,  the Insurer, the Rating Agencies and the Noteholders any information
in the possession of the Indenture Trustee that the Issuer,  the Servicers,  the
Insurer,  the Rating Agencies or any Noteholder may from time to time request in
writing with respect to the Franchise  Assets and the Collection  Account (which
shall include all officer's  certificates) and accountants' reports delivered or
caused to be delivered by the Servicers to the Indenture  Trustee as provided in
the Servicing Agreements).  Such information shall be furnished by the office of
the Indenture  Trustee so long as the Indenture Trustee is authorized to release
such  information by the Issuer,  provided that the Indenture  Trustee is hereby
irrevocably  authorized to release such information at all times to the Insurer.
The  Indenture  Trustee  agrees to maintain all  information  received  from the
Issuer or its  Affiliates in a  confidential  manner and shall not disclose such
information except as specifically authorized by the Issuer in writing or as set
forth in the second following sentence.  The Indenture Trustee acknowledges that
the  information  it may  receive in the course of its duties  hereunder  may be
non-public in nature and should be safe-guarded  with these concerns in mind. In
addition,  the  Indenture  Trustee  shall supply to the Rating  Agencies and the
Noteholders  to the  extent  available  (a) a monthly  report no later  than the
Payment Date and (b) a quarterly  report no later than 10 days after the receipt
thereof by the  Indenture  Trustee  (such  quarterly  report  together  with the
monthly  report  referred  to in  clause  (a),  the  "Reports"),  in each  case,
substantially in the forms attached hereto as Exhibit M.

                  Nothing  herein shall  obligate  the  Indenture  Trustee,  the
Issuer or the  American  Servicer  to disclose  any  information  regarding  its
operations or business which is of a proprietary  or  confidential  nature.  The
Servicers  shall  supply to the  Indenture  Trustee  and the Insurer in a timely
fashion any  information  in their  possession  regarding the Franchise  Assets;
necessary to permit the  Indenture  Trustee to prepare the Reports or to perform
its other duties hereunder. Notwithstanding anything to the contrary herein, the
Indenture  Trustee  shall not be obligated to prepare a Report in the event that
the Servicers have not provided to the Indenture Trustee  information  necessary
to prepare such reports.

SECTION 10.05     [Reserved]

SECTION  10.06  Notices to the Insurer and the Rating  Agencies.  The  Indenture
Trustee shall, promptly after receipt, deliver copies of the following documents
to the Insurer and the Rating Agencies or, as the case may be, give prior notice
to (and, if unable to give prior notice, to the extent the Indenture Trustee has
actual  knowledge  thereof,  to  notify  promptly,  and in any  event  within 10
Business Days after the occurrence  thereof) the Insurer and the Rating Agencies
of the following events:

(a)      any proposed amendment or supplement to this Indenture;

(b)      the occurrence of an Event of Default under this Indenture;

(c)      any resignation or removal of the Indenture Trustee or appointment of
         a successor Indenture Trustee;

(d)      any change in the Servicers;

(e)      effectiveness of any supplemental indenture pursuant to Section 8.01
         or 8.02;

(f)      the Trust Termination Date;

(g)      a copy of the annual financial statements of the Issuer;

(h)      any redemption of Notes; and

(i)      a substitution of debtor pursuant to Article Eleven.

SECTION 10.07 Debt Service Reserve Account.  The Indenture Trustee shall,  prior
to the Closing  Date,  establish a  segregated  account at the  corporate  trust
department of The Bank of New York in New York,  which shall be held in trust in
the name of the  Indenture  Trustee for the  benefit of the Secured  Parties and
designated  as the Debt Service  Reserve  Account.  Any payments  under  Section
10.03(vi)  of this  Indenture on any Payment Date shall be deposited in the Debt
Service  Reserve  Account and  invested in Eligible  Investments  as directed in
writing by the American  Servicer pursuant to a Servicer Order. If the Indenture
Trustee does not receive investment  instructions for three consecutive Business
Days after  receipt of such  deposit,  the  Indenture  Trustee  shall invest and
reinvest such monies in Government Obligations.

SECTION 10.08 Seasonality  Coverage Account.  The Indenture Trustee shall, prior
to the Closing  Date,  establish a  segregated  account at the  corporate  trust
department of The Bank of New York in New York,  which shall be held in trust in
the name of the  Indenture  Trustee for the  benefit of the Secured  Parties and
designated  as the  Seasonality  Coverage  Account.  Any payments  under Section
10.03(ix)  of this  Indenture  on any  Payment  Date shall be  deposited  in the
Seasonality Coverage Account and invested in Eligible Investments as directed in
writing by the American  Servicer pursuant to a Servicer Order. If the Indenture
Trustee does not receive investment  instructions for three consecutive Business
Days after  receipt of such  deposit,  the  Indenture  Trustee  shall invest and
reinvest such monies in Government Obligations.

SECTION 10.09 Indemnification Account. The Indenture Trustee shall, prior to the
Closing Date,  establish a segregated  account at the corporate trust department
of The Bank of New York in New York, which shall be held in trust in the name of
the Indenture  Trustee for the benefit of the Secured  Parties and designated as
the  Indemnification  Account.  All  Indemnification  Amounts  paid by  FinCo or
deducted on a current basis (at the option of the Issuer) from amounts owed on a
current basis to FinCo, in its capacity as Certificateholder pursuant to Section
10.03(x) hereof, shall be deposited in the Indemnification  Account and invested
in Eligible Investments as directed in writing by the American Servicer pursuant
to a Servicer  Order.  If the  Indenture  Trustee  does not  receive  investment
instructions for three consecutive  Business Days after receipt of such deposit,
the  Indenture  Trustee  shall  invest and  reinvest  such monies in  Government
Obligations.

                                 ARTICLE ELEVEN

                             SUBSTITUTION OF DEBTOR

SECTION 11.01 Conditions to Substitution.  The Indenture Trustee shall,  without
the consent of the Noteholders,  agree with the Issuer and the Insurer (if it is
the  Controlling  Party) to the  substitution  in place of the Issuer (or of any
previously  substituted Person under this Section),  as the debtor in respect of
this Indenture,  the Insurance Agreement and the Notes, of any other Person (the
"Substituted  Person") in accordance with the provisions of this Article Eleven.
The Indenture  Trustee shall agree with the Issuer and the Insurer (if it is the
Controlling  Party)  as to such  substitution,  and such  substitution  shall be
effected if the Insurer so directs in a  Controlling  Party Order (so long as it
is the Controlling  Party),  in the event that the Insurer  reasonably  believes
that such  substitution  would have the result of avoiding the imposition of, or
the  lessening of, any present or future tax  (including  but not limited to any
withholding tax),  assessment or other  governmental  charge on the Issuer,  the
Collateral or the Notes; provided,  however, that any such substitution shall be
effected only upon confirmation by each Rating Agency that such action would not
have an adverse  effect upon the ratings of the Notes and upon  satisfaction  of
the Insurer  Condition.  The  Indenture  Trustee may also  receive an Opinion of
Counsel, if requested by the Indenture Trustee, to such effect. Any substitution
pursuant to this Section 11.01 shall be subject to the preconditions that:

(a)      an indenture is executed or some other form of  undertaking is given by
         the  Substituted  Person to the Indenture  Trustee,  the Issuer and the
         Insurer in a form satisfactory to the Indenture Trustee, the Issuer and
         the Insurer to be bound by the terms  hereof and by the  provisions  of
         the Notes and the other Transaction  Documents to which the Issuer is a
         party (with any  consequential  amendments which may be appropriate) as
         fully as if the  Substituted  Person had been a party to this Indenture
         and the other Transaction  Documents to which the Issuer is a party and
         named  herein and in the Notes as the debtor in respect of the Notes in
         place  of  the  Issuer  (or  such  previously   Substituted  Person  as
         aforesaid);

(b)      the Substituted  Person acquires the Issuer's rights to the Collateral,
         acknowledges the security  interest created in respect thereof pursuant
         to this Indenture and takes all such action as the Indenture Trustee or
         the Insurer may require so that the Collateral is subject to a security
         interest in all respects corresponding to the security interest created
         by the Issuer hereunder;

(c)      (without  prejudice to the  generality of the  foregoing  provisions of
         this Section) if the Substituted  Person is incorporated,  domiciled or
         resident in a jurisdiction  or  jurisdictions  other than Delaware,  an
         undertaking  or covenant shall be given in terms  corresponding  to the
         provisions of Section 2.11 hereof;

(d)      the purposes and powers of the Substituted Person will be comparably
         limited to those of the Issuer;

(e)      the Indenture  Trustee and the Insurer shall be satisfied  that (A) all
         governmental and regulatory  approvals and consents necessary for or in
         connection  with  the  assumption  by  the  Substituted  Person  of the
         obligations  hereunder  and under  the Notes and the other  Transaction
         Documents  to which the  Issuer is a party in place of the  Issuer  (or
         such previously  Substituted Person as aforesaid) and for the Policy to
         continue  to be in all  respects  in full  force and  effect  have been
         obtained  and  (B)  such  approvals  and  consents  are at the  time of
         substitution in full force and effect; and

(f)      the Issuer (or any  previously  Substituted  Person under this Section)
         and/or  the  Controlling  Party and the  Substituted  Person  shall (A)
         execute such other deeds,  documents  and  instruments  (if any) as the
         Indenture  Trustee or the Insurer may reasonably  require in order that
         such substitution be fully effective and that the Policy remain in full
         force and effect following such substitution,  and (B) comply with such
         other  requirements in the interests of the Noteholders and the Insurer
         as the Indenture Trustee or the Insurer may reasonably direct.

SECTION 11.02 No Regard to Consequences for Individual  Holders.  In the case of
any substitution in accordance with Section 11.01, the Indenture  Trustee may in
its  absolute  discretion  agree with the Issuer and the  Insurer,  without  the
consent of the  Noteholders,  as to a change in the law expressed to govern this
Indenture  and the Notes;  provided that such change would not in the opinion of
the  Indenture  Trustee  be  materially  prejudicial  to  the  interests  of the
Noteholders,  including the  maintenance of the then  applicable  ratings on the
Notes or to the interests of the Indenture  Trustee (based upon, if requested by
the  Indenture  Trustee,  an  Officer's  Certificate  and an  Opinion of Counsel
satisfactory  to  the  Indenture  Trustee).  In  connection  with  any  proposed
substitution  as aforesaid,  the Indenture  Trustee shall not have regard to the
consequences  of such  substitution  for individual  Noteholders  resulting from
their being for any purpose  domiciled or resident  in, or  otherwise  connected
with,  or  subject to the  jurisdiction  of, any  particular  state,  country or
territory.  No Noteholder  shall, in connection with any such  substitution,  be
entitled to claim from the Issuer,  the  Indenture  Trustee,  or the Insurer any
indemnification  or  payment  in  respect  of any tax  consequences  of any such
substitution upon individual  Noteholders,  except to the extent provided for in
subsection (c) of Section 11.01.

SECTION  11.03 Effect of  Substitution.  Upon the execution of the documents and
compliance  with the  requirements  set forth in Sections  11.01 and 11.02,  the
Substituted  Person shall be deemed to be named in this Indenture,  in the Notes
and in the other  Transaction  Documents  to which the  Issuer is a party as the
debtor in place of the Issuer (or any previously  Substituted  Person under this
Article),  and this  Indenture  and the Notes  shall  thereupon  be deemed to be
amended  in  such  manner  as  shall  be   necessary  to  give  effect  to  such
substitution. Compliance with the requirements of Sections 11.01 and 11.02 shall
operate  to  release  the  Issuer  (or such  previously  Substituted  Person  as
aforesaid)  from all of its  obligations  as  debtor  in  respect  of the  Notes
hereunder  but without  prejudice to the  obligations  of the Insurer  under the
Policy.  Not later than 10 days after the execution of any such  undertaking and
such other  documents and  instruments as aforesaid and compliance with the said
requirements of the Indenture  Trustee,  the Issuer shall,  unless the Indenture
Trustee agrees  otherwise,  give notice thereof to the Noteholders in accordance
with Section 12.04.

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01 Form of Documents Delivered to Indenture Trustee.  (a) In any case
where several  matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered  by the  opinion  of,  only one such  Person,  or that they be so
certified  or covered by only one  document,  but one such Person may certify or
give an opinion  with respect to some matters and one or more other such Persons
as to other  matters,  and any such  Person may certify or give an opinion as to
such matters in one or several documents.

(b) Any  Officer's  Certificate  may be based,  insofar  as it  relates to legal
matters,  upon an Opinion of Counsel or a certificate of or  representations  by
such legal counsel,  unless such Authorized Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such  certificate  of an  Authorized  Officer  of the  Issuer or
Opinion of Counsel or  certificate of or  representations  by such legal counsel
may be based,  insofar as it relates to factual  matters,  upon a certificate or
opinion of, or representations by, the Issuer or any other Person,  stating that
the information with respect to such factual matters is in the possession of the
Issuer or such other  Person,  unless such  Authorized  Officer of the Issuer or
counsel knows that the certificate or opinion or representations with respect to
such matters are erroneous. Any Opinion of Counsel may also be based, insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an  Authorized  Officer  of the  Issuer,  stating  that the
information  with  respect to such matters is in the  possession  of the Issuer,
unless such counsel  knows that the  certificate  or opinion or  representations
with respect to such matters are erroneous.

(c)  Where  any  Person  is  required  to  make,  give  or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

SECTION 12.02  Governing Law. This Indenture and each Note shall be construed in
accordance  with and  governed  by the laws of the  State of New  York,  without
regard to principles of conflict of laws.

SECTION 12.03 Notices, Etc. to Indenture Trustee,  Issuer,  Insurer, the Ratings
Agencies and the Servicers.  Unless otherwise expressly provided for herein, any
request,  demand,  authorization,   direction,  notice,  consent  or  waiver  of
Noteholders  or other  documents  provided or permitted by this  Indenture to be
made upon, given or furnished to, or filed with:

(a)      the  Indenture  Trustee  by the  Insurer or any  Noteholder,  or by the
         Issuer shall be sufficient  for every  purpose  hereunder if in writing
         and if made,  given, or sent by courier of international  reputation to
         the Indenture Trustee addressed to it at its Corporate Trust Office, or
         at any other address furnished in writing to the Issuer, the Insurer or
         Noteholder  by the  Indenture  Trustee,  or, as among the  Issuer,  the
         Insurer and the Indenture Trustee, if sent via telecopier and confirmed
         via overnight courier;

(b)      the Issuer by the Indenture  Trustee, the Insurer or by any Noteholder
         shall be sufficient for every purpose  hereunder if in writing and
         sent by courier of  international  reputation  to the Issuer,  1000
         Corporate  Drive,  Fort  Lauderdale,  Florida 33334-3651,  Attention:
         General  Counsel,  Telecopy No.:  (954)  351-5619,  with a copy to
         Triarc  Companies,  Inc., 280 Park Avenue,  New York,  New York 10017,
         Attention:  General  Counsel,  Telecopy  No.:  (212)  451-3216,  or at
         any other  address previously  furnished  in writing to the  Indenture
         Trustee and the  Insurer,  or, as among the  Issuer,  the Insurer and
         the Indenture Trustee, if sent via telecopier and confirmed via
         overnight courier;

(c)      the Insurer by the Indenture  Trustee, the Issuer or by any Noteholder
         shall be sufficient for every purpose hereunder if in writing and sent
         by courier of  international  reputation to the Insurer at One State
         Street Plaza,  New York, New York 10004, Attention: Risk Management
         Structured Finance and Credit Derivatives,  Arby's Franchise Trust
         7.44% Fixed Rate Insured Notes due December 20, 2020,  Telecopy No.:
         (212) 797-5725,  provided that, in each case in which notice or other
         communication  to the Insurer  refers to an Event of Default,  a claim
         on the Policy or with respect to which failure on the part of the
         Insurer to respond shall be deemed to  constitute  consent or
         acceptance,  then a copy of such notice or other communication should
         also be sent to the  same  address  listed above  but to the attention
         of the General Counsel, or at any  other  address previously furnished
         in writing  to the  Indenture  Trustee  and the  Issuer,  or as among
         the  Insurer,  the Issuer and the Indenture Trustee, if sent via
         telecopier and confirmed via overnight courier;

(d)      the Rating  Agencies  by the  Indenture  Trustee if in writing  and
         mailed  first-class postage  prepaid to Moody's  Investors Service,
         Attention:  Structured  Finance  Group,  99 Church Street,  New York,
         New York 10007,  and Standard & Poor's Rating Services, Attention:
         Structured Finance Ratings, 55 Water Street, New York, New York
         10041-0003;

(e)      the American  Servicer by the Issuer,  the Insurer or the Indenture
         Trustee shall be sufficient for every purpose hereunder if sent via
         telecopier  and confirmed via overnight  courier to 1000  Corporate
         Drive,  Fort  Lauderdale,  Florida  33334-3651, Attention: General
         Counsel, Telecopy No.: (954) 351-5619, with a copy to Triarc Companies,
         Inc. 280 Park Avenue, New York, New York 10017, Attention: General
         Counsel, Telecopy No.: (212) 451-3216; and

(f)      the Canadian  Servicer by the Issuer,  the Insurer or the Indenture
         Trustee shall be sufficient for every purpose hereunder if sent via
         telecopier  and confirmed via overnight  courier to 1000  Corporate
         Drive,  Fort  Lauderdale,  Florida  33334-3651, Attention:  General
         Counsel,  Telecopy No.: (954) 351-5619, with a copy to Triarc
         Companies,  Inc., 280 Park Avenue, New York, New York 10017, Attention:
         General Counsel, Telecopy No.: (212) 451-3216.

SECTION 12.04 Notices and Reports to Noteholders;  Waiver of Notice. (a) Notices
Regarding the Global Notes.  So long as Notes are  represented  by a Global Note
and such  Global  Note is held on  behalf  of a  Clearance  System,  notices  to
Noteholders  may be given by delivery of the relevant  notice to that  Clearance
System for  communication by it to entitled  accountholders  in substitution for
publication.

                  (b) Notices  Regarding the  Registered  Notes.  Notices to the
holders of the  Registered  Notes shall be given by first  class  mail,  postage
prepaid,  to the registered  Holders of such  Registered  Notes at their address
appearing in the Note Register.

SECTION 12.05 Effect of Headings and Table of Contents.  The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the interpretation or construction of any provision hereof.

SECTION 12.06  Successors  and Assigns.  All  covenants  and  agreements in this
Indenture  by the  Issuer  shall bind its  respective  successors  and  assigns,
whether so expressed or not.

SECTION 12.07  Severability.  In case any provision in this  Indenture or in the
Notes shall be invalid,  illegal or unenforceable,  the validity,  legality, and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

SECTION 12.08 Benefits of Indenture.  Nothing in this Indenture or in the Notes,
expressed or implied,  shall give to any Person,  other than the parties hereto,
the  Servicers  or the  Secured  Parties  (if  not a  party  hereto)  and  their
successors hereunder and the Noteholders,  any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 12.09  Counterparts.  This  instrument  may be executed in any number of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

SECTION 12.10 Submission to Jurisdiction.  The Issuer hereby irrevocably submits
to the nonexclusive  jurisdiction of any New York State or federal court sitting
in the Borough of Manhattan in The City of New York in any action or  Proceeding
arising out of or relating to the Notes or this Indenture, and the Issuer hereby
irrevocably  agrees that all claims in respect of such action or Proceeding  may
be heard and  determined  in such New York  State or federal  court.  The Issuer
hereby  irrevocably  waives,  to the  fullest  extent it may  legally do so, the
defense of an inconvenient forum to the maintenance of such action or Proceeding
and the right to trial by jury.  The Issuer agrees that a final  judgment in any
such  action or  Proceeding  shall be  conclusive  and may be  enforced in other
jurisdictions  by suit on the judgment or in any other  manner  provided by law.
The Issuer hereby  irrevocably  designates  and appoints Paul,  Weiss,  Rifkind,
Wharton & Garrison,  1285 Avenue of the Americas,  New York, New York 10019,  as
the agent of the Issuer to receive on its behalf service of all process  brought
against it with respect to any such Proceeding in any such court in the State of
New York,  such service being hereby  acknowledged by the Issuer to be effective
and binding on it in every respect.  If for any reason such agent shall cease to
be available  to act as such,  then the Issuer  shall  promptly  designate a new
agent in the City of New York.

SECTION 12.11  Resignation  or Removal of a Servicer.  Upon any  resignation  or
removal of the Servicer pursuant to the terms of each Servicing  Agreement,  the
Issuer shall appoint an  institution  which (i) has  demonstrated  an ability to
professionally  and completely perform duties similar to those imposed upon such
Servicer,  (ii) is legally  qualified  and has the capacity to act as a Servicer
and (iii) is approved by the Controlling Party.

SECTION 12.12  Calculations.  Any calculations  performed in connection with the
financial  covenants  set forth in Section  3.16 hereof,  shall be made,  to the
fifth decimal point, without giving effect to any rounding.

SECTION  12.13  Prescription.  Claims for payment of  principal  and interest in
respect of any Note will not be  enforceable  unless such Note is presented  for
payment within a period of ten years from the payment dates relating thereto.

SECTION  12.14 No  Petition.  By  virtue  of their  acceptance  of their  rights
hereunder,  none of the  Secured  Parties  may  petition  or cause the Issuer to
petition for bankruptcy or winding up.


                  IN WITNESS  WHEREOF,  each of the  undersigned has caused this
Indenture  to be  executed as a deed (in the case of the Issuer) by it or on its
behalf as of the year and date first above written.

                                   Executed as a deed by:


                                   ARBY'S FRANCHISE TRUST, as Issuer

                                   By: Wilmington Trust Company, not in its
                                   individual capacity but solely as Issuer
                                   Trustee

                                   By: W. CHRIS SPONENBERG
                                       ------------------------------------
                                        Name: W. Chris Sponenberg
                                        Title:  Assistant Vice President
                                        Witness:  AS


                                   AMBAC ASSURANCE CORPORATION, as Insurer


                                   By: JENNIFER F. WILLIAMS
                                       -----------------------------------
                                       Name:  Jennifer F. Williams
                                       Title: Vice President
                                       Witness:  AR


                                   BNY MIDWEST TRUST  COMPANY, A BANK OF NEW
                                   YORK COMPANY, not in its individual capacity
                                   but solely as Indenture Trustee

                                   By: MEGAN CARMODY
                                       -----------------------------------
                                       Name: Megan Carmody
                                       Title:  Assistant Vice President
                                       Witness:  AS

</TEXT>
</DOCUMENT>
