EXECUTION VERSION SERIES 2007-2 NOTE PURCHASE AGREEMENT (SERIES 2007-2 VARIABLE FUNDING NOTES)

Exhibit 4.8

EXECUTION VERSION

SERIES 2007-2 NOTE PURCHASE AGREEMENT

(SERIES 2007-2 VARIABLE FUNDING NOTES)

dated as of March 16, 2007

among

IHOP FRANCHISING, LLC
IHOP IP, LLC
as the Co-Issuers

INTERNATIONAL HOUSE OF PANCAKES, Inc.,
as Servicer,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee

GOLDMAN, SACHS & CO.,
as Committed Note Purchaser,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent

TABLE OF CONTENTS

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ii

EXHIBITS

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NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT, dated as of March 16, 2007 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this " Agreement "), is made by and among:

(a)           IHOP FRANCHISING, LLC, a Delaware limited liability company (the " Issuer "), IHOP IP, LLC, a Delaware limited liability company (the " Co-Issuer ," and together with IHOP Franchising, the " Co-Issuers "),

(b)           INTERNATIONAL HOUSE OF PANCAKES, INC., a Delaware corporation (the " Servicer "),

(c)           WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee (the " Indenture Trustee "),

(d)           the several commercial paper conduits listed on Schedule I as Conduit Investors (if any) and their respective permitted successors and assigns (each, a " Conduit Investor " and, collectively, the " Conduit Investors "),

(e)           the several financial institutions listed on Schedule I as Committed Note Purchasers and their respective permitted successors and assigns (each, a " Committed Note Purchaser " and, collectively, the " Committed Note Purchasers "),

(f)            for each Investor Group, the financial institution set forth opposite the name of such Investor Group on Schedule I as Funding Agent and its permitted successors and assigns (each, the " Funding Agent " with respect to such Investor Group and, collectively, the " Funding Agents "), and

(g)           WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Conduit Investors, the Committed Note Purchasers and the Funding Agents (together with its permitted successors and assigns in such capacity, the " Administrative Agent " or the " Series 2007-2 Administrative Agent ").

BACKGROUND

1.             The Co-Issuers, the Series Insurer and the Indenture Trustee entered into the Series 2007-2 Series Supplement, dated as of the Closing Date (as the same may be further amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the " Series 2007-2 Series Supplement ") to the Base Indenture among the Co-Issuers and the Indenture Trustee, dated as of the Closing Date (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the " Base Indenture " and, together with the Series 2007-2 Series Supplement, the " Indenture "), pursuant to which the Co-Issuers will issue one or more Series 2007-2 Variable Funding Notes (the " Series 2007-2 Notes ").

2.             The Co-Issuers will, concurrently with the execution and delivery of this Agreement and satisfaction of the conditions hereunder to the initial advance, issue the Series 2007-2 Notes in favor of the Conduit Investors, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, and the Conduit Investors or the Committed Note Purchasers, as applicable, hereby agree to make loans from time to time (each, a " Series 2007-2 Advance ") for the purchase of Series 2007-2 Principal Amounts, all of which Advances (including the Series 2007-2 Initial Advance) will constitute Increases, and all of which Advances (including the Series 2007-2 Initial Advance) will be evidenced by the Series 2007-2 Notes purchased in connection herewith and will constitute purchases of Series 2007-2 Principal Amounts corresponding to the amount of such Series 2007-2 Advances.  Subject to the terms and conditions of this Agreement, each Conduit Investor may make Series 2007-2 Advances from time to time and each Committed Note Purchaser is willing to commit to make Series 2007-2 Advances from time to time, to fund purchases of Series 2007-2 Principal Amounts in an aggregate outstanding amount up to the Maximum Investor Group Principal Amount for the related Investor Group until the commencement of the Series 2007-2 Mandatory Redemption Period. The Servicer has joined in this Agreement to confirm certain representations, warranties and covenants made by it as Servicer for the benefit of each Conduit Investor and each Committed Note Purchaser.

ARTICLE I

DEFINITIONS

Section 1.01   Definitions .  As used in this Agreement and unless the context requires a different meaning, capitalized terms used but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in Article 1 of the Series 2007-2 Series Supplement or in Appendix A to the Base Indenture, as applicable.  In addition, the following terms shall have the following meanings and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

" Acquiring Committed Note Purchaser " has the meaning set forth in Section 9.17(a) .

" Acquiring Investor Group " has the meaning set forth in Section 9.17(c) .

" Administrative Agent Fee " shall mean $6,000 per annum payable to the Administrative Agent in monthly  installments of $500 on the Series 2007-2 Closing Date and on each Payment Date.

" Affected Person " has the meaning set forth in Section 3.05 .

" Aggregate Unpaids " has the meaning set forth in Section 5.01 .

" Assignment and Assumption Agreement " means an Assignment and Assumption Agreement substantially in the form of Exhibit B .

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" Base Rate " means, on any day, a rate per annum equal to the sum of (i) the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day plus (ii) 0.40%.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Rate, respectively.  Changes in the rate of interest on that portion of any Series 2007-2 Advances maintained as Base Rate Advances will take effect simultaneously with each change in the Base Rate.

" Base Rate Tranche " means that portion of the Series 2007-2 Principal Amount purchased or maintained with Series 2007-2 Advances which bear interest by reference to the Base Rate.

" Borrowing " has the meaning set forth in Section 2.02(c) .

" Borrowing Deficit " has the meaning set forth in Section 2.03(b) .

" Change in Law " means (a) any law, rule or regulation or any change therein or in the interpretation or application thereof (whether or not having the force of law), in each case, adopted, issued or occurring after the Series 2007-2 Closing Date or (b) any request, guideline or directive (whether or not having the force of law) applicable to financial institutions generally (and not specific to any particular Committed Note Purchaser) from any government or political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each an " Official Body ") charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued or occurring after the Series 2007-2 Closing Date.

" Class A Commercial Paper " has the meaning specified in the definition of Program Support Provider.

" Class A Note " has the meaning specified in the definition of Program Support Provider.

" Commitment " means, the obligation of the Committed Note Purchasers included in each Investor Group to fund Series 2007-2 Advances in lieu of the related Conduit Investor pursuant to Section 2.02(a) in an aggregate stated amount up to the Maximum Investor Group Principal Amount for such Investor Group.

" Commitment Amount " means, as to each Conduit Investor, the Maximum Investor Group Principal Amount with respect to the Investor Group of which such Conduit Investor is a part.

" Commitment Percentage " means, on any date of determination, with respect to any Investor Group, the ratio, expressed as a percentage, which such Investor Group’s Maximum Investor Group Principal Amount bears to the Series 2007-2 Maximum Principal Amount on such date.

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" Committed Note Purchaser " has the meaning set forth in the recitals hereto.

" Committed Note Purchaser Percentage " means, with respect to any Committed Note Purchaser, the percentage set forth opposite the name of such Committed Note Purchaser on Schedule I .

" Conduit Assignee " means, with respect to any Conduit Investor, any commercial paper conduit, whose commercial paper has at least two of the following ratings (x) at least "A-1" from Standard & Poor’s, and (y) "P1" from Moody’s, that is administered by the Funding Agent with respect to such Conduit Investor or any Affiliate of such Funding Agent, in each case, designated by such Funding Agent to accept an assignment from such Conduit Investor of the Investor Group Principal Amount or a portion thereof with respect to such Conduit Investor pursuant to Section 9.17(b) .

" Conduit Investors " has the meaning set forth in the recitals hereto.

" Confidential Information " for purposes of this Agreement, has the meaning set forth in Section 9.11 .

" CP Rate " means, with respect to each Conduit Investor (i) for any day during any Series 2007-2 Interest Accrual Period funded by a Conduit Investor set forth in Schedule I hereto or any other Conduit Investor that elects in its Assignment and Assumption Agreement to make this clause (i) applicable (collectively, the " Conduits "), the per annum rate equivalent to the weighted average of the per annum rates paid or payable by such Conduits from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short term promissory notes issued by such Conduits maturing on dates other than those certain dates on which such Conduits are to receive funds) in respect of the promissory notes issued by such Conduits that are allocated in whole or in part by their respective Funding Agent (on behalf of such Conduits) to fund or maintain the Series 2007-2 Principal Amount during such period, as determined by their respective Funding Agent (on behalf of such Conduits), including (x) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by the related Committed Note Purchasers (on behalf of such Conduits), (y) all reasonable costs and expenses of any issuing and paying agent or other person responsible for the administration of such Conduits’ commercial paper programs in connection with the preparation, completion, issuance, delivery or payment of Class A Commercial Paper, and (z) the costs of other borrowings by such Conduits including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided , however , that if any component of such rate is a discount rate, in calculating the CP Rate, the respective Funding Agent for such Conduits shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum and (ii) for any Series 2007-2 Interest Accrual Period for any portion of the Commitment of the related Investor Group funded by any other Conduit Investor, the "CP Rate" applicable to such Conduit Investor as set forth in its Assignment and Assumption Agreement.

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" CP Tranche " means that portion of the Series 2007-2 Principal Amount purchased or maintained with Series 2007-2 Advances which bear interest by reference to the CP Rate.

" Domestic Office " means, the office of the related Funding Agent designated as such below its name on the signature page hereof, if any, or such other office of such Funding Agent as designated from time to time by written notice from such Funding Agent to the Co-Issuers, inside the United States, which shall be making or maintaining Series 2007-2 Advances other than Eurodollar Advances of the Committed Note Purchasers in its Investor Group hereunder.

" Eurodollar Advance " means, a Series 2007-2 Advance which bears interest at all times during the Eurodollar Interest Accrual Period applicable thereto at a fixed rate of interest determined by reference to the Eurodollar Rate (Reserve Adjusted).

" Eurodollar Interest Accrual Period " means, with respect to any Eurodollar Advance, a period commencing on the date of such Eurodollar Advance and ending on the next Payment Date; provided , however , that

• • • • (i)       no Eurodollar Interest Accrual Period may end subsequent to the December 2010 Payment Date; and

        (ii)      upon the occurrence and during the continuation of the Series 2007-2 Mandatory Redemption Period, any Eurodollar Interest Accrual Period may be terminated at the election of the related Funding Agent by notice to the Co-Issuers and the Servicer, and upon such election the Eurodollar Advances in respect of which interest was calculated by reference to such terminated Eurodollar Interest Accrual Period shall be converted to Base Rate Advances or included in the CP Tranche until payment in full of the Series 2007-2 Notes.

" Eurodollar Office " means, the office of the related Funding Agent designated as such below its name on the signature page hereof, if any, or such other office of such Funding Agent as designated from time to time by written notice from such Funding Agent to the Co-Issuers, whether or not outside the United States, which shall be making or maintaining Eurodollar Advances of the Committed Note Purchasers in its Investor Group hereunder.

" Eurodollar Rate " means, the rate per annum determined by the related Funding Agent at approximately 11:00 a.m. (London time) on the date which is two (2) Business Days prior to the beginning of the relevant Eurodollar Interest Accrual Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by such Funding Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Eurodollar Interest Accrual Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the "Eurodollar Rate" shall be the interest rate per annum determined by such Funding Agent to be the rate per annum at which deposits in Dollars are offered by the Reference Lender in London to prime banks in the London interbank market at or about 11:00 a.m. (London time) two (2)

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Business Days before the first day of such Eurodollar Interest Accrual Period in an amount substantially equal to the amount of the Eurodollar Advances to be outstanding during such Eurodollar Interest Accrual Period and for a period equal to such Eurodollar Interest Accrual Period.  In respect of any Eurodollar Interest Accrual Period which is not thirty (30) days in duration, the Eurodollar Rate shall be determined through the use of straight-line interpolation by reference to two rates calculated in accordance with the preceding sentence, one of which shall be determined as if the maturity of the Dollar deposits referred to therein were the period of time for which rates are available next shorter than the Eurodollar Interest Accrual Period and the other of which shall be determined as if such maturity were the period of time for which rates are available next longer than the Eurodollar Interest Accrual Period; provided that, if a Eurodollar Interest Accrual Period is less than or equal to seven days, the Eurodollar Rate shall be determined by reference to a rate calculated in accordance with the preceding sentence as if the maturity of the Dollar deposits referred to therein were a period of time equal to seven days.

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

The Eurodollar Rate (Reserve Adjusted) for any Eurodollar Interest Accrual Period for Eurodollar Advances will be determined by the related Funding Agent on the basis of the Eurodollar Reserve Percentage in effect one (1) Business Day before the first day of such Eurodollar Interest Accrual Period.

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

" Eurodollar Tranche " means that portion of the Series 2007-2 Principal Amount purchased or maintained with Eurodollar Advances.

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

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" Financial Statements " has the meaning set forth in Section 6.02(b) .

" Governmental Authority " means the United States of America, any state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions thereof pertaining thereto.

" Increase Date " shall mean the Business Day on which an Increase in the Series 2007-2 Principal Amount occurs.

" Investor Group " means, collectively, a Conduit Investor, if any, and the Committed Note Purchaser(s) with respect to such Conduit Investor.

" Investor Group Increase Amount " means, with respect to any Investor Group, for any Business Day, such Investor Group’s Commitment Percentage of the Increase, if any, on such Business Day.

" Investor Group Principal Amount " means, with respect to any Investor Group, (a) when used with respect to the Series 2007-2 Closing Date, such Investor Group’s Commitment Percentage of the Series 2007-2 Initial Advance Principal Amount and (b) when used with respect to any other date, an amount equal to (i) the Investor Group Principal Amount with respect to such Investor Group on the immediately preceding Business Day plus (ii) the Investor Group Increase Amount with respect to such Investor Group on such date minus (iii) the amount of principal payments made to such Investor Group pursuant to the Series 2007-2 Series Supplement on such date plus (iv) the amount of principal payments recovered from such Investor Group by a trustee as a preference payment in a bankruptcy proceeding of the Issuer or otherwise.

" Investor Group Supplement " means an Investor Group Supplement substantially in the form of Exhibit C .

" Majority Program Support Providers " means with respect to the related Investor Group, Program Support Providers holding more than 50% of the aggregate commitments of all Program Support Providers.

" Margin Stock " means "margin stock" as defined in Regulation U of the Board of Governors of the Federal Reserve System, as amended from time to time.

" Maximum Investor Group Principal Amount " means, with respect to each Investor Group, the amount set forth opposite the name of the Conduit Investor included in such Investor Group on Schedule I , as such amount may be increased or modified from time to time by written agreement among the Committed Note Purchasers included in such Investor Group on Schedule I hereto, the Servicer, the Series Insurer and the Co-Issuers in accordance with the terms hereof.

" Prime Rate " means the rate announced by the Reference Lender from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes.  The Prime Rate is not intended to be the lowest rate of interest charged by the Reference Lender in connection with extensions of credit to debtors.

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" Program Support Agreement " means and includes any agreement entered into by any Program Support Provider in respect of any Class A Commercial Paper and/or Series 2007-2 Note providing for the issuance of one or more letters of credit for the account of a Committed Note Purchaser or a Conduit Investor, the issuance of one or more insurance policies for which a Committed Note Purchaser or a Conduit Investor is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by a Committed Note Purchaser or a Conduit Investor to any Program Support Provider of the Series 2007-2 Notes (or portions thereof or interests therein) and/or the making of loans and/or other extensions of credit to a Committed Note Purchaser or a Conduit Investor in connection with such Conduit Investor’s securitization program, together with any letter of credit, insurance policy or other instrument issued thereunder or guaranty thereof (but excluding any discretionary advance facility provided by a Committed Note Purchaser).

" Program Support Provider " means and includes any financial institutions and any other or additional Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, a Committed Note Purchaser or a Conduit Investor in respect of such Committed Note Purchaser’s or Conduit Investor’s Class A Commercial Paper (" Class A Commercial Paper ") and/or Class A Note (" Class A Note "), and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations arising under or in connection with such Conduit Investor’s securitization program as it relates to any Class A Commercial Paper issued by such Conduit Investor, in each case pursuant to a Program Support Agreement and any guarantor of any such person.

" Reference Lender " means the related Funding Agent.

" Regulation S ":  Regulation S under the Securities Act.

" Securities Act ":  The U.S. Securities Act of 1933, as amended.

" Series 2007-2 Advance " has the meaning set forth in paragraph 2 of the recitals hereto.

" Series 2007-2 Advance Request " has the meaning set forth in Section 7.03(c) .

" Series 2007-2 Commitment Termination Date " means the Series 2007-2 Anticipated Repayment Date or such later date designated in accordance with Section 2.05 or such earlier date as the parties hereto may agree in writing to terminate this Agreement.

" Series 2007-2 Initial Advance " means the Series 2007-2 Advances made under this Agreement as part of the initial Borrowings.

" Series 2007-2 Series Supplement " means that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and among the Co-Issuers, Wells Fargo Bank, National Association, as Indenture Trustee and Financial Guaranty Insurance Company, as Series Insurer, relating to, among other things, the issuance by the Co-Issuers of Series 2007-2 Notes.

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" Series 2007-2 Mandatory Redemption Period " means a Mandatory Redemption Period relating to the Series 2007-2 Notes.

" Taxes " has the meaning set forth in Section 3.08 .

" Term " has the meaning set forth in Section 2.05 .

" Undrawn Facility Fee " has the meaning set forth in Section 3.02(a) .

ARTICLE II

PURCHASE AND SALE OF SERIES 2007-2 NOTES

Section 2.01   The Initial Note Purchase .  On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers caused the Indenture Trustee to issue the initial Series 2007-2 Notes on the Series 2007-2 Closing Date.  Such initial Series 2007-2 Notes for each Investor Group were dated the Series 2007-2 Closing Date, registered in the name of the respective Funding Agent or its nominee, as agent for the related Conduit Investor and the Committed Note Purchaser(s), or in such other name as the respective Funding Agent may request, and duly authenticated in accordance with the provisions of the Indenture.

Section 2.02   Series 2007-2 Advances .  (a) Subject to the terms and conditions of this Agreement and the Series 2007-2 Series Supplement, each Conduit Investor, if any may and, if such Conduit Investor determines that it will not make a Series 2007-2 Advance or any portion of a Series 2007-2 Advance, its related Committed Note Purchaser(s) or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser(s) with respect to such Investor Group, shall, to the extent such Conduit Investor does not make such Series 2007-2 Advance or there is no such Conduit Investor with respect to an Investor Group, and the Series 2007-2 Commitment Termination Date has not occurred, upon the Co-Issuers’ request, delivered in accordance with the provisions of Section 2.03 , and the satisfaction of all conditions precedent thereto, make Series 2007-2 Advances from time to time up to but not including the Series 2007-2 Commitment Termination Date; provided , that, such Series 2007-2 Advances shall be made ratably by each Conduit Investor, if any, based on the respective Commitment Percentage of its Investor Group and the portion of any such Series 2007-2 Advance made by a Committed Note Purchaser shall be its Committed Note Purchaser Percentage of the Commitment Percentage with respect to the related Investor Group; provided , that no Series 2007-2 Advance shall be required or permitted to be made on any date if, after giving effect to such Series 2007-2 Advance, (i) such related Investor, Group Principal Amount would exceed the Maximum Investor Group Principal Amount, (ii) the Series 2007-2 Principal Amount would exceed the Series 2007-2 Maximum Principal Amount, or (iii) a Mandatory Redemption Event with respect to the Series 2007-2 Notes exists or would exist as a result of such Series 2007-2 Advance. If a Conduit Investor elects not to fund the full amount of its Commitment Percentage of the Series 2007-2 Initial Advance Principal Amount or a requested Increase, such Conduit Investor shall notify the Administrative Agent and the Funding Agent with respect to such Conduit Investor, and each Committed Note Purchaser with respect to such Conduit Investor shall fund its Committed Note Purchaser Percentage of the portion of the Commitment

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Percentage with respect to such Investor Group of the Series 2007-2 Initial Advance Principal Amount or such Increase, as the case may be, not funded by such Conduit Investor.

(b)           Subject to Section 9.10(b) , each Conduit Investor hereby agrees with respect to itself that it will use commercially reasonable efforts to fund Series 2007-2 Advances made by its Investor Group through the issuance of Class A Commercial Paper; provided , that (i) no Conduit Investor will have any obligation to use commercially reasonable efforts to fund Series 2007-2 Advances made by its Investor Group through the issuance of Class A Commercial Paper at any time (x) a Mandatory Redemption Event with respect to the Series 2007-2 Notes has occurred and is continuing or (y) the funding of such Series 2007-2 Advance through the issuance of Class A Commercial Paper would be prohibited by the program documents governing such Conduit Investor’s commercial paper program, (ii) nothing herein is (or shall be construed) as a commitment by any Conduit Investor to fund any Series 2007-2 Advance through the issuance of Class A Commercial Paper, and (iii) notwithstanding anything herein or in any other Transaction Document to the contrary, at no time will a Conduit Investor be obligated to make Series 2007-2 Advances hereunder.

(c)           Each of the Series 2007-2 Advances to be made on any date shall be made singly as part of a single borrowing (each such single borrowing being a " Borrowing ").  Subject to the terms of this Agreement and the Series 2007-2 Series Supplement, the aggregate principal amount of the Series 2007-2 Advances represented by the Series 2007-2 Notes may be increased or decreased from time to time.

Section 2.03   Borrowing Procedures .  (a) Whenever the Co-Issuers wish the Conduit Investors, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, to make a Series 2007-2 Advance, the Co-Issuers shall (or shall cause the Servicer to) notify the Administrative Agent, each Funding Agent and the Indenture Trustee upon irrevocable written notice delivered to the Administrative Agent and each Funding Agent (with a copy of such notice delivered to the Committed Note Purchasers) no later than 12:00 noon New York City time on the Business Day prior to the proposed Borrowing (which Borrowing date shall, except in the case of the Series 2007-2 Initial Advance, be an Increase Date).  Each such notice shall be irrevocable and shall in each case refer to this Agreement and specify the aggregate amount of the requested Borrowing to be made on such date.  The Co-Issuers shall (or shall cause the Servicer to) ratably allocate the proposed Borrowing among the Investor Groups’ respective Investor Group Principal Amounts.  Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03 and shall promptly thereafter (but in no event later than 11:00 a.m. New York City time on the proposed date of Borrowing) notify the Co-Issuers and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make such Series 2007-2 Advance.  On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2007-2 Series Supplement, each Conduit Investor or its related Committed Note Purchaser(s), as the case may be, shall make available to the Co-Issuers the amount of such Series 2007-2 Advance by wire transfer in U.S. dollars of such amount in same day funds to the Series 2007-2 Collection Account no later than 3:00 p.m. (New York time) on the date of such Borrowing.

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(b)           If, by 2:00 p.m. (New York time) on the date of any Borrowing, one or more Committed Note Purchasers in an Investor Group (each, a " Defaulting Committed Note Purchaser ," and each Committed Note Purchaser in the related Investor Group other than any Defaulting Committed Note Purchaser being referred to as a " Non-Defaulting Committed Note Purchaser ") fails to make its ratable portion of any Borrowing available to the Co-Issuers pursuant to Section 2.03(a) (the aggregate amount unavailable to the Co-Issuers as a result of such failure being herein called in either case the " Borrowing Deficit "), then the Funding Agent for such Investor Group shall, by no later than 2:30 p.m. (New York City time) on the applicable date of such Borrowing instruct each Non-Defaulting Committed Note Purchaser in the same Investor Group as the Defaulting Committed Note Purchaser to pay, by no later than 3:00 p.m. (New York time), in immediately available funds, to the Co-Issuers, an amount equal to the lesser of (i) such Non-Defaulting Committed Note Purchaser’s proportionate share (based upon the relative Committed Note Purchaser Percentage of such Non-Defaulting Committed Note Purchasers) of the Borrowing Deficit and (ii) such Non-Defaulting Committed Note Purchaser’s Committed Note Purchaser Percentage of the amount by which the Maximum Investor Group Investor Amount for such Investor Group exceeds the Investor Group Principal Amount for such Investor Group (determined after giving effect to any Series 2007-2 Advances already made by such Investor Group on such date).  A Defaulting Committed Note Purchaser shall forthwith, upon demand, pay to the applicable Funding Agent for the ratable benefit of the Non-Defaulting Committed Note Purchasers all amounts paid by each such Non-Defaulting Committed Note Purchaser on behalf of such Defaulting Committed Note Purchaser, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Committed Note Purchaser until the date such Non-Defaulting Committed Note Purchaser has been paid such amounts in full, at a rate per annum equal to the sum of the Base Rate plus 1% per annum .

Section 2.04   The Series 2007-2 Notes .  On each date a Series 2007-2 Advance is funded under the Series 2007-2 Notes pursuant to this Agreement, and on each date the amount of outstanding Series 2007-2 Advances thereunder is reduced, a duly authorized officer, employee or agent of the related Funding Agent shall make appropriate notations in its books and records of the amount of such Series 2007-2 Advance and the amount of such reduction, as applicable.  The Co-Issuers hereby authorize each duly authorized officer, employee and agent of such Funding Agent to make such notations on the books and records as aforesaid and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded and shall be binding on the Co-Issuers absent manifest error; provided , however , that in the event of a discrepancy between the books and records of such Funding Agent and the records maintained by the Indenture Trustee pursuant to the Indenture, such discrepancy shall be resolved by such Funding Agent, the Series Insurer and the Indenture Trustee.

Section 2.05   Commitment Term .  The " Term " of the Commitment hereunder shall be for a period commencing on the Series 2007-2 Closing Date and ending on the Series 2007-2 Commitment Termination Date.

Section 2.06   Selection of Interest Rates .  Following (i) the funding of any Series 2007-2 Advances by a Committed Note Purchaser or (ii) any assignment by a Conduit Investor to its related liquidity providers pursuant to the applicable liquidity purchase agreement or liquidity loan agreement with respect to the Series 2007-2 Notes or to its related Committed Note

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Purchaser hereunder, in each case the Series 2007-2 Advances funded, directly or indirectly, with amounts received from any such provider or Committed Note Purchaser will accrue interest at the Base Rate; provided that the Co-Issuers may, prior to the commencement of Series 2007-2 Mandatory Redemption Period, if the Co-Issuers give notice prior to 12:00 p.m. (New York Time) on the date which is two (2) Business Days prior to the commencement of the related Eurodollar Interest Accrual Period, elect that such Series 2007-2 Advances be made as Eurodollar Advances, in which case such Series 2007-2 Advances shall bear interest at the Eurodollar Rate (Reserve Adjusted) plus 0.40% per annum .

Section 2.07   Reduction in Commitment Amount .  The Co-Issuers may, upon three Business Days’ notice to the Indenture Trustee, the Administrative Agent, each Funding Agent, each Conduit Investor and each Committed Note Purchaser, effect a permanent reduction in the Series 2007-2 Maximum Principal Amount and a corresponding reduction in the Commitment Amount and the Maximum Investor Group Principal Amount; provided that any such reduction will be limited to the undrawn portion of the Commitment Amounts, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 5.2(b) of the Series 2007-2 Series Supplement and must be in a minimum amount of $5,000,000.

ARTICLE III

INTEREST AND FEES

Section 3.01   Interest .  Each related Series 2007-2 Advance funded or maintained by a Conduit Investor during the related Series 2007-2 Interest Accrual Period (a) through the issuance of Class A Commercial Paper shall bear interest at the CP Rate for such Series 2007-2 Interest Accrual Period plus 0.40% per annum and (b) through means other than the issuance of Class A Commercial Paper shall bear interest at (i) the Base Rate for the related Series 2007-2 Interest Accrual Period or (ii) if the required notice has been given pursuant to Section 2.06 , the Eurodollar Rate (Reserve Adjusted) plus 0.40% per annum applicable to such Investor Group for the related Eurodollar Interest Accrual Period, in each case except as otherwise provided in the definition of Eurodollar Interest Accrual Period or in Section 3.03 or 3.04 .  Each Funding Agent shall notify the Co-Issuers, the Servicer and the Administrative Agent of the applicable interest rate for the Series 2007-2 Advances made by its Investor Group for the related Series 2007-2 Interest Accrual Period by 11:00 a.m. (New York time) on the Business Day preceding each Determination Date and on the Business Day following each Payment Date.  In addition, each Funding Agent shall notify the Co-Issuers, the Servicer and the Administrative Agent of the applicable CP Rate for each Series 2007-2 Advance made by its Investor Group and funded through the issuance of Class A Commercial Paper by 11:00 a.m. (New York time) on the second Business Day after the end of the applicable Interest Accrual Period.  The Administrative Agent shall notify the Servicer and the Indenture Trustee of the blended average of the CP Rates for each Series 2007-2 Advance on the Business Day of such Series 2007-2 Advance.

(a)           Interest shall be due and payable on each Payment Date in accordance with the provisions of the Series 2007-2 Series Supplement.

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(b)           All computations of interest at the CP Rate and the Eurodollar Rate (Reserve Adjusted) shall be made on the basis of a year of 360 days and the actual number of days elapsed and all computations of interest at the Base Rate shall be made on the basis of a 365 (or 366, as applicable) day year and actual number of days elapsed.  Whenever any payment of interest or principal in respect of any Series 2007-2 Advance shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day (other than as provided in the definition of Eurodollar Interest Accrual Period) and such extension of time shall be included in the computation of the amount of interest owed.

Section 3.02   Fees .  (a) On each Payment Date on or prior to the Series 2007-2 Commitment Termination Date, the Co-Issuers shall pay to each Funding Agent, for the account of the related Investor Group, an undrawn facility fee (the " Undrawn Facility Fee ") equal to the product of (x) 0.15% times (y) the excess of (i) 100% of the Maximum Investor Group Principal Amount for the related Investor Group over (ii) 100% of the daily average Investor Group Principal Amount for the related Investor Group during the related Series 2007-2 Interest Accrual Period (or in the case of the first Payment Date occurring following the Series 2007-2 Closing Date, the number of days in the period from and including the Series 2007-2 Closing Date to but excluding such first Payment Date), times (z) the number of days in the related Series 2007-2 Interest Accrual Period divided by 360 (or in the case of the first Payment Date occurring following the Series 2007-2 Closing Date, the number of days in the period from and including the Series 2007-2 Closing Date to but excluding such first Payment Date).

(b)           On the Series 2007-2 Closing Date and on each Payment Date thereafter, the Co-Issuers shall pay to the Administrative Agent the applicable Administrative Agent Fee for such date.

(c)           On the Series 2007-2 Closing Date, the Co-Issuers shall pay to each Funding Agent, for the account of the related Committed Note Purchaser a structuring and commitment fee equal to the product of (a) the product of (x) 0.01625% and (y) the Series 2007-2 Maximum Principal Amount and (b) such Committed Note Purchaser’s Committed Note Purchaser Percentage on the Series 2007-2 Closing Date.

(d)           On the Series 2007-2 Closing Date or any Payment Date up to and including the Payment Date occurring in June 2007, the Co-Issuers shall pay to each Funding Agent, for the account of the related Committed Note Purchaser, an amount sufficient to reimburse such Committed Note Purchaser for certain syndication related expenses, evidenced by appropriate invoices delivered to the Administrative Agent with a copy to the Servicer, up to an aggregate amount of $65,000.

Section 3.03   Eurodollar Lending Unlawful .  If a Conduit Investor, a Committed Note Purchaser or any Program Support Provider shall reasonably determine (which determination shall, upon notice thereof to the Administrative Agent and the related Funding Agent and the Co-Issuers, be conclusive and binding on the Co-Issuers absent manifest error) that the introduction of or any change in or in the interpretation of any law, rule or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any such Program Support Provider or Committed Note Purchaser to make, continue, or maintain any Series 2007-2 Advance as, or to convert any Series 2007-2 Advance

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into, the Eurodollar Tranche of such Series 2007-2 Advance, the obligation of such Person to make, continue or maintain or convert any such Series 2007-2 Advance as the Eurodollar Tranche of such Series 2007-2 Advance shall, upon such determination, forthwith be suspended until such Person shall notify the related Funding Agent and the Co-Issuers that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert all Series 2007-2 Advances of any such Program Support Provider or Committed Note Purchaser, as applicable, into the Base Rate Tranche of such Series 2007-2 Advance at the end of the then current Eurodollar Interest Accrual Periods with respect thereto or sooner, if required by such law or assertion.

Section 3.04   Deposits Unavailable .  If a Conduit Investor, a Committed Note Purchaser or any Program Support Provider shall have reasonably determined that:

(a)           Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Accrual Period are not available to all Reference Lenders in the relevant market; or

(b)           by reason of circumstances affecting all Reference Lenders’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Eurodollar Tranche of any Series 2007-2 Advance; or

(c)           such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and the Co-Issuers that, with respect to any interest rate otherwise applicable hereunder to the Eurodollar Tranche of any Series 2007-2 Advance the Eurodollar Interest Accrual Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective Eurodollar Tranche of such Series 2007-2 Advance for such Eurodollar Interest Accrual Period,

then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and the Co-Issuers, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the relevant Program Support Providers to make or continue any Series 2007-2 Advance as, or to convert any Series 2007-2 Advances into, the Eurodollar Tranche of such Series 2007-2 Advance shall forthwith be suspended until such Funding Agent shall notify the Co-Issuers that the circumstances causing such suspension no longer exist.

Section 3.05   Increased or Reduced Costs, etc .  The Co-Issuers agree to reimburse each Conduit Investor and each Committed Note Purchaser and any Program Support Provider (each, an " Affected Person ") for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Affected Person, including reductions in the rate of return on such Affected Person’s capital, in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Series 2007-2 Advances as, or of converting (or of its obligation to convert) any Series 2007-2 Advances into, the Eurodollar Tranche of such Series 2007-2 Advance that arise in connection with any Changes in Law, except for such Changes in Law with respect to increased capital costs and taxes which are governed by Sections 3.07 and 3.08 , respectively.  Each such demand shall be provided to the related Funding

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Agent and the Co-Issuers in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Affected Person for such increased cost or reduced amount or return.  Such additional amounts shall be payable by the Co-Issuers to such Funding Agent and by such Funding Agent directly to such Affected Person within five (5) Business Days of the Co-Issuers’ receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Co-Issuers.

Section 3.06   Funding Losses .  In the event any Affected Person shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to make, continue or maintain any portion of the principal amount of any Series 2007-2 Advance as, or to convert any portion of the principal amount of any Series 2007-2 Advance into, the Eurodollar Tranche of such Series 2007-2 Advance) as a result of:

(a)           any conversion or repayment or prepayment (for any reason, including, without limitation, as a result of the acceleration of the maturity of the Eurodollar Tranche of such Series 2007-2 Advance or the assignment thereof in accordance with the requirements of the applicable Program Support Agreement) of the principal amount of any portion of the Eurodollar Tranche on a date other than the scheduled last day of the Eurodollar Interest Accrual Period applicable thereto;

(b)           any Series 2007-2 Advance not being made as a Series 2007-2 Advance under the Eurodollar Tranche after a request for such a Series 2007-2 Advance has been made in accordance with the terms contained herein;

(c)           any Series 2007-2 Advance not being continued as, or converted into, a Series 2007-2 Advance under the Eurodollar Tranche after a request for such continuation or conversion has been made in accordance with the terms contained herein, or

(d)           any failure of the Co-Issuers to make a Decrease after giving notice thereof pursuant to Section 5.2(b) of the Series 2007-2 Series Supplement,

then, upon the written notice of any Affected Person to the related Funding Agent and the Co-Issuers, the Co-Issuers shall pay to such Funding Agent and such Funding Agent shall, within five  (5) Business Days of its receipt thereof, pay directly to such Affected Person such amount as will (in the reasonable determination of such Affected Person) reimburse such Affected Person for such loss or expense.  Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Co-Issuers.

Section 3.07   Increased Capital Costs .  If any Change in Law affects or would affect the amount of capital required or reasonably expected to be maintained by any Affected Person or any Person controlling such Affected Person a