GUARANTEE AND COLLATERAL AGREEMENT

Exhibit 99.4

GUARANTEE AND COLLATERAL AGREEMENT

made by

SONIC INDUSTRIES LLC,

as Guarantor,

in favor of

CITIBANK, N.A.,

as Trustee

Dated as of December 20, 2006

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GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, this " Agreement "), dated as of December 20, 2006, made by SONIC INDUSTRIES LLC, a Delaware limited liability company (the " Guarantor "), in favor of CITIBANK, N.A., a national banking association, as trustee under the Indenture referred to below (in such capacity, together with its successors, the " Trustee ") for the benefit of the Secured Parties.

WITNESSETH :

WHEREAS, Sonic Capital LLC, a Delaware limited liability company (the " Master Issuer "), SRI Real Estate Holding LLC, a Delaware limited liability company (" SRI Real Estate Holdco "), the other Co-Issuers and the Trustee have entered into the Base Indenture, dated as of the date of this Agreement (as amended, modified or supplemented from time to time, exclusive of any Series Supplements, the " Base Indenture " and, together with all Series Supplements, the " Indenture "), providing for the issuance from time to time of one or more Series of Notes thereunder; and

WHEREAS, the Indenture and the other Related Documents require that the parties hereto execute and deliver this Agreement;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees with the Trustee, for the benefit of the Secured Parties, as follows:

SECTION 1

DEFINED TERMS

1.1 Definitions .

• (a) Unless otherwise defined herein, terms defined in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto and used herein shall have the meanings given to them in such Base Indenture Definitions List.

  (b) The following terms shall have the following meanings:

" Co-Issuer Obligations " means all Obligations owed by the Co-Issuers to the Secured Parties under the Indenture and the other Related Documents.

" Collateral " has the meaning assigned to such term in Section 3.1(a) .

" Termination Date " has the meaning assigned to such term in Section 2.1(d) .

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SECTION 2

GUARANTEE

2.1 Guarantee .

• (a) The Guarantor hereby, unconditionally and irrevocably, guarantees to the Trustee, for the benefit of the Secured Parties, the prompt and complete payment and performance by the Co-Issuers when due (whether at the stated maturity, by acceleration or otherwise) of the Co-Issuer Obligations. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against the Guarantor by virtue hereof, upon the failure of any Co-Issuer to pay any Co-Issuer Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Trustee, for distribution to the applicable Secured Parties in accordance with the Indenture, in cash the amount of such unpaid Obligation. This is a guarantee of payment and not merely of collection.

  (b) Anything herein or in any other Related Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Related Documents shall in no event exceed the amount which can be guaranteed by the Guarantor without constituting a fraudulent transfer or fraudulent conveyance under applicable federal and state laws relating to the insolvency of debtors.

  (c) The Guarantor agrees that the Co-Issuer Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Trustee or any other Secured Party hereunder.

  (d) The guarantee contained in this Section 2 shall remain in full force and effect until the date (the " Termination Date ") on which this Agreement ceases to be of further effect in accordance with Article XI of the Base Indenture, notwithstanding that from time to time prior thereto the Co-Issuers may be free from any Co-Issuer Obligations.

  (e) No payment made by any of the Co-Issuers, the Guarantor, any other guarantor or any other Person or received or collected by the Trustee or any other Secured Party from any of the Co-Issuers, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Co-Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Co-Issuer Obligations or any payment received or collected from the Guarantor in respect of the Co-Issuer Obligations), remain liable for the Co-Issuer Obligations up to the maximum liability of the Guarantor hereunder until the Termination Date.

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2.2 No Subrogation .

Notwithstanding any payment made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Trustee or any other Secured Party, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any other Secured Party against the Co-Issuers or any collateral security or guarantee or right of offset held by the Trustee or any other Secured Party for the payment of the Co-Issuer Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Co-Issuers in respect of payments made by the Guarantor hereunder, until the Termination Date. If any amount shall be paid to the Guarantor on account of such subrogation, contribution or reimbursement rights at any time when all of the Co-Issuer Obligations shall not have been paid in full, such amount, up to the amount of any such Co-Issuer Obligations, shall be held by the Guarantor in trust for the Trustee and the other Secured Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Trustee in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Trustee, if required), to be applied against the Co-Issuer Obligations, whether matured or unmatured, in such order as the Trustee may determine in accordance with the Indenture.

2.3 Amendments, etc. with respect to the Co-Issuer Obligations .

The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Co-Issuer Obligations made by the Trustee or, to the extent permitted under any other Related Document, any other Secured Party may be rescinded by the Trustee or such other Secured Party and any of the Co-Issuer Obligations continued, and the Co-Issuer Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Trustee or, to the extent permitted under any other Related Document, any other Secured Party, and the Base Indenture and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, from time to time, and any collateral security, guarantee or right of offset at any time held by the Trustee or, to the extent permitted under any other Related Document, any other Secured Party for the payment of the Co-Issuer Obligations may be sold, exchanged, waived, surrendered or released. Neither the Trustee nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Co-Issuer Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.4 Guarantee Absolute and Unconditional .

The Guarantor waives to the extent permitted by law any and all notice of the creation, renewal, extension or accrual of any of the Co-Issuer Obligations and notice of or proof of reliance by the Trustee or any other Secured Party upon the guarantee

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contained in this Section 2 or acceptance of the guarantee contained in this Section 2 ; the Co-Issuer Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2 and the grant of the security interests pursuant to Section 3 ; and all dealings between the Co-Issuers and the Guarantor, on the one hand, and the Trustee and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2 and the grant of the security interests pursuant to Section 3 . The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Co-Issuers with respect to the Co-Issuer Obligations. The Guarantor understands and agrees that the guarantee contained in this Section 2 and the grant of the security interests pursuant to Section 3 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Indenture or any other Related Document, any of the Co-Issuer Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of full payment or performance) which may at any time be available to or be asserted by any Co-Issuer or any other Person against the Trustee or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Co-Issuers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Co-Issuers for the Co-Issuer Obligations, or of the Guarantor under the guarantee contained in this Section 2 and the grant of the security interests pursuant to Section 3 , in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Trustee or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Co-Issuer or any other Person or against any collateral security or guarantee for the Co-Issuer Obligations or any right of offset with respect thereto, and any failure by the Trustee or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Co-Issuer or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Co-Issuer or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Trustee or any other Secured Party against the Guarantor. For the purposes of the preceding sentence "demand" shall include the commencement and continuance of any legal proceedings.

2.5 Reinstatement .

The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Co-Issuer Obligations is rescinded or must otherwise be restored or returned by the Trustee or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Co-Issuers or the Guarantor, or upon or as a

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result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any of the Co-Issuers or the Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.6 Payments .

The Guarantor hereby guarantees that payments hereunder will be paid to the Trustee without set-off or deduction or counterclaim in immediately available funds in Dollars at the office of the Trustee.

2.7 Information .

The Guarantor assumes all responsibility for being and keeping itself informed of the Co-Issuers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Co-Issuer Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that neither the Trustee nor any other Secured Party will have any duty to advise the Guarantor of information known to it or any of them regarding such circumstances or risks.

SECTION 3

SECURITY

3.1 Grant of Security Interest .

• (a) To secure the Obligations, the Guarantor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in the Guarantor’s right, title and interest in all of the following property to the extent now owned or at any time hereafter acquired by the Guarantor (collectively, the " Collateral "):

  • • (i) (A) the Collateral Franchise Documents including, without limitation, all monies due and to become due to the Guarantor under or in connection with the Collateral Franchise Documents, whether payable as fees, rent, expenses, costs, indemnities, dividends, distributions, insurance recoveries, damages for the breach of any of the Collateral Franchise Documents or otherwise, but excluding any and all Excluded Amounts, and all security and supporting obligations for such amounts payable thereunder and (B) all rights, remedies, powers, privileges and claims of the Guarantor against any other party under or with respect to the Collateral Franchise Documents (whether arising pursuant to the terms of the Collateral Franchise Documents or otherwise available to the Guarantor at law or in equity), the right to enforce any of the Collateral Franchise Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with

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• • • respect to the Collateral Franchise Documents or the obligations of any party thereunder;

      (ii) the Collateral Transaction Documents, including, without limitation, all monies due and to become due to the Guarantor under or in connection with the Collateral Transaction Documents, whether payable as fees, rent, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Collateral Transaction Documents or otherwise, all security and supporting obligations for amounts payable hereunder and thereunder and performance of all obligations hereunder and thereunder, including, without limitation, (A) all rights of the Guarantor to the Franchise IP under the Franchisor IP License Agreement and (B) all rights of the Guarantor under the Servicing Agreement and in and to all records, reports and documents in which the Guarantor has any interest thereunder, and all rights, remedies, powers, privileges and claims of the Guarantor against any other party under or with respect to the Collateral Transaction Documents (whether arising pursuant to the terms of the Collateral Transaction Documents or otherwise available to the Guarantor at law or in equity), the right to enforce any of the Collateral Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Collateral Transaction Documents or the obligations of any party thereunder;

      (iii) any Securitization Entity Operating Account owned by the Guarantor, each Account Agreement related thereto and all monies and other property (including Investment Property and Financial Assets) on deposit or credited from time to time in each such account and all Proceeds thereof;

      (iv) all other assets of the Guarantor now owned or at any time hereafter acquired by the Guarantor, including, without limitation, all of the following (each as defined in the New York UCC): all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments (including, without limitation, any Non-Cash Proceeds Notes), securities accounts and other investment property, commercial tort claims, letter-of-credit rights, letters of credit and money;

      (v) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by the Guarantor; and

      (vi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees or other supporting obligations given by any Person with respect to any of the foregoing;

provided that the Collateral shall not include any Excluded Amounts, any Securitization Entity Excluded Amounts Lock-Box Account or any Securitization Entity Excluded Amounts Concentration Account.

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• (b) The foregoing grant is made in trust to secure the Obligations and to secure compliance with the provisions of this Agreement, all as provided in this Agreement. The Trustee, on behalf of the Secured Parties, acknowledges such grant, accepts the trusts under this Agreement in accordance with the provisions of this Agreement and agrees to perform its duties required in this Agreement. The Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or the applicable provisions of the Base Indenture).

3.2 Certain Rights and Obligations of the Guarantor Unaffected .

• (a) Notwithstanding the grant of the security interest in the Collateral hereunder to the Trustee, on behalf of the Secured Parties, the Guarantor acknowledges that the Servicer, on behalf of the Securitization Entities shall, subject to the terms and conditions of the Servicing Agreement, nevertheless have the right, subject to the Trustee’s right to revoke such right in the event of the occurrence of an Event of Default, (i) to give, in accordance with the Servicing Standard, all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required or permitted to be given by the Guarantor in the ordinary course of business under the Collateral Documents, and to enforce all rights, remedies, powers, privileges and claims of the Guarantor under the Collateral Documents and (ii) to give, in accordance with the Servicing Standard, all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given by the Guarantor under the Franchisor IP License Agreement.

  (b) The grant of the security interest by the Guarantor in the Collateral to the Trustee on behalf of the Secured Parties shall not (i) relieve the Guarantor from the performance of any term, covenant, condition or agreement on the Guarantor’s part to be performed or observed under or in connection with any of the Collateral Documents or (ii) impose any obligation on the Trustee or any of the Secured Parties to perform or observe any such term, covenant, condition or agreement on the Guarantor’s part to be so performed or observed or impose any liability on the Trustee or any of the Secured Parties for any act or omission on the part of the Guarantor or from any breach of any representation or warranty on the part of the Guarantor.

3.3 Performance of Collateral Documents .

Upon the occurrence of a default or breach (a) by any Sonic Entity (other than the Guarantor) party to a Collateral Transaction Document or (b) by any Person (other than any Sonic Entity) party to a Collateral Franchise Document (only if a Servicer Termination Event or an Event of Default has occurred and is continuing) promptly following a request from the Trustee to do so and at the Guarantor’s expense, the Guarantor agrees to take all such lawful action as permitted under this Agreement as the Trustee (acting at the direction of the Control Party) may reasonably request to compel or secure the performance and observance by such Person of its obligations to the Guarantor, and to exercise any and all rights, remedies, powers and privileges lawfully

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available to the Guarantor to the extent and in the manner directed by the Trustee (acting at the direction of the Control Party), including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by such Person of its obligations thereunder. If (i) the Guarantor shall have failed, within fifteen (15) days of receiving the direction of the Trustee, to take action to accomplish such directions of the Trustee, (ii) the Guarantor refuses to take any such action, as reasonably determined by the Trustee in good faith, or (iii) the Control Party reasonably determines that such action must be taken immediately, in any such case the Control Party may, but shall not be obligated to, take, and the Trustee shall take (if so directed by the Control Party), at the expense of the Guarantor, such previously directed action and any related action permitted under this Agreement which the Control Party thereafter determines is appropriate (without the need under this provision or any other provision under this Agreement to direct the Guarantor to take such action), on behalf of the Guarantor and the Secured Parties.

3.4 Stamp, Other Similar Taxes and Filing Fees .

The Guarantor shall indemnify and hold harmless the Trustee and each Secured Party from any present or future claim for liability for any stamp, documentary or other similar tax, and any penalties or interest and expenses with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with this Agreement, any other Related Document or any Collateral. The Guarantor shall pay, indemnify and hold harmless each Secured Party against any and all amounts in respect of all search, filing, recording and registration fees, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement o