ERISA.
ACCOUNTING TERMS AND DETERMINATION.
UNLESS OTHERWISE DEFINED OR SPECIFIED
HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL BE INTERPRETED, ALL ACCOUNTING
DETERMINATIONS HEREUNDER SHALL BE MADE, AND ALL FINANCIAL STATEMENTS REQUIRED TO
BE DELIVERED HEREUNDER SHALL BE PREPARED, IN ACCORDANCE WITH GAAP AS IN EFFECT
FROM TIME TO TIME, APPLIED ON A BASIS CONSISTENT WITH THE MOST RECENT AUDITED
CONSOLIDATED FINANCIAL STATEMENT OF THE SPONSOR DELIVERED PURSUANT TO
SECTION 6.1(A); PROVIDED, THAT IF THE SPONSOR NOTIFIES THE SERVICER THAT THE
SPONSOR WISHES TO AMEND ANY COVENANT IN ARTICLE VII TO ELIMINATE THE EFFECT OF
ANY CHANGE IN GAAP ON THE OPERATION OF SUCH COVENANT (OR IF THE SERVICER
NOTIFIES THE SPONSOR THAT THE REQUIRED PARTICIPANTS WISH TO AMEND ARTICLE VII
FOR SUCH PURPOSE), THEN THE SPONSOR'S COMPLIANCE WITH SUCH COVENANT SHALL BE
DETERMINED ON THE BASIS OF GAAP IN EFFECT IMMEDIATELY BEFORE THE RELEVANT CHANGE
IN GAAP BECAME EFFECTIVE, UNTIL EITHER SUCH NOTICE IS WITHDRAWN OR SUCH COVENANT
IS AMENDED IN A MANNER SATISFACTORY TO THE SPONSOR AND THE REQUIRED
PARTICIPANTS.
OTHER DEFINITIONAL TERMS. THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS
OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A
WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND ARTICLE,
SECTION, SCHEDULE, EXHIBIT AND LIKE REFERENCES ARE TO THIS AGREEMENT UNLESS
OTHERWISE SPECIFIED.
EXHIBITS AND SCHEDULES. ALL EXHIBITS AND SCHEDULES ATTACHED HERETO ARE BY
REFERENCE MADE A PART HEREOF.
LOAN FACILITY
ESTABLISHMENT OF COMMITMENTS; TERMS OF LOANS.
Startup Franchisee Commitment.
Subject to and upon the terms and conditions set
forth in this Agreement and the other Operative Documents, and in reliance upon
the guaranty and other obligations of the Sponsor set forth herein, the Servicer
hereby establishes a commitment to the Sponsor to establish Startup Franchisee
Loan Commitments and to make Advances thereunder to such Startup Franchisee
Borrowers as may be designated by the Sponsor in its Funding Approval Notices
during a period commencing on the date hereof and ending on May 27, 2005 (as
such period may be extended for one or more subsequent 364-day periods pursuant
to Section 2.8, the "Commitment Termination Date") in an aggregate committed
amount at any one time outstanding not to exceed ONE HUNDRED AND TEN MILLION AND
NO/100 DOLLARS ($110,000,000) (the "Startup Franchisee Commitment"); provided
that, notwithstanding any provision of this Agreement to the contrary, at no
time shall the sum of aggregate committed amounts of all Loan Commitments
outstanding pursuant to the Commitments, or, following the termination of any
such Loan Commitment, Advances outstanding thereunder, exceed the Maximum
Commitment Amount.
Established Franchisee Commitment.
Subject to and upon the terms and conditions
set forth in this Agreement and the other Operative Documents, and in reliance
upon the guaranty and other obligations of the Sponsor set forth herein, the
Servicer hereby establishes a commitment to the Sponsor to establish Established
Franchisee Loan Commitments and to make Advances thereunder to such Established
Franchisees as may be designated by the Sponsor in its Funding Approval Notices