ANY UNREIMBURSED
DRAFT PURSUANT TO SECTION 2.09(A) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL
NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (I) ANY SETOFF, COUNTERCLAIM,
RECOUPMENT, DEFENSE OR OTHER RIGHT THAT SUCH COMMITTED NOTE PURCHASER OR THE
CO-ISSUERS MAY HAVE AGAINST THE L/C PROVIDER, ANY L/C ISSUING BANK, THE
CO-ISSUERS OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (II) THE OCCURRENCE OR
CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT OR THE FAILURE TO SATISFY ANY OF
THE OTHER CONDITIONS SPECIFIED IN ARTICLE VII OTHER THAN AT THE TIME THE RELATED
LETTER OF CREDIT WAS ISSUED; (III) AN ADVERSE CHANGE IN THE CONDITION (FINANCIAL
OR OTHERWISE) OF THE CO-ISSUERS; (IV) ANY BREACH OF THIS AGREEMENT OR ANY OTHER
INDENTURE DOCUMENT BY ANY CO-ISSUER OR ANY OTHER PERSON; (V) ANY AMENDMENT,
RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT IN COMPLIANCE WITH THIS AGREEMENT
OR WITH THE TERMS OF SUCH LETTER OF CREDIT, AS APPLICABLE; OR (VI) ANY OTHER
CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF
THE FOREGOING.
SECTION 2.10
Cash Collateralization of Existing Letters of Credit.
Notwithstanding anything to the contrary herein, the Servicer and each Co-Issuer
hereby agree that all proceeds received from Borrowings on the Series 2007-1
Closing Date up to an aggregate amount equal to $20,746,329 shall be allocated
to Cash Collateralize the outstanding amount of all letters of credit issued
under Applebee's International's existing credit agreement dated as of as of
December 18, 2006 (as amended, restated, supplemented and/or otherwise modified
prior to the date hereof), and entered into by and among Applebee's
International, the lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ,
Ltd., Chicago Branch, and Citibank, N.A., as syndication agents, and J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as joint lead arrangers and
book runners (the "Existing Letters of Credit").
For purposes hereof, "Cash Collateralize" means to deposit as directed by and
for the benefit of JPMorgan Chase Bank, N.A., as collateral for the Existing
Letters of Credit, cash or deposit account balances ("cash collateral") pursuant
to documentation
22
in form and substance reasonably satisfactory to JPMorgan Chase Bank, N.A.(which
documents are hereby consented to by the Servicer and each of the Co-Issuers).
ARTICLE III
INTEREST AND FEES
SECTION 3.01
Interest.
(A)
EACH ADVANCE FUNDED OR MAINTAINED BY A CONDUIT INVESTOR THROUGH
THE ISSUANCE OF COMMERCIAL PAPER SHALL BEAR INTEREST AT THE CP RATE APPLICABLE
TO SUCH CONDUIT INVESTOR; PROVIDED THAT IF AT ANY TIME SUCH CONDUIT INVESTOR IS
NOT AN ELIGIBLE CONDUIT INVESTOR, (I) SUCH CONDUIT INVESTOR SHALL PROMPTLY
NOTIFY THE CLASS A-1 ADMINISTRATIVE AGENT (WHO SHALL PROMPTLY NOTIFY THE RELATED
FUNDING AGENT AND THE CO-ISSUERS) THEREOF AND (II) THE CO-ISSUERS SHALL HAVE THE
RIGHT, EXERCISABLE UPON THREE BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE
CLASS A-1 ADMINISTRATIVE AGENT (WHO SHALL PROMPTLY NOTIFY THE RELATED FUNDING
AGENT) TO CAUSE SUCH ADVANCE COMMENCING AS OF THE NEXT PAYMENT DATE TO BEAR
INTEREST AT