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Servicing Agreement
Servicing Agreement (106K)
Doc #122490: Click preview link for longer preview.
SERVICING AGREEMENT
Dated as of November 21, 2000
among
ARBY'S FRANCHISE TRUST,
as Issuer
ARBY'S, INC.,
as the Servicer
and
BNY MIDWEST TRUST COMPANY, A BANK OF NEW YORK COMPANY,
as Indenture Trustee
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.............................................
SECTION 1.1 Certain Definitions........................
SECTION 1.2 Other Defined Terms........................
SECTION 1.3 Other Terms................................
SECTION 1.4 Computation of Time Periods................
ARTICLE 2 ADMINISTRATION AND SERVICING OF FRANCHISE ASSETS.
SECTION 2.1 The Servicer to Act as the Servicer........
SECTION 2.2 Collection of Franchisee Payments and
Remittances; Lock-Box Accounts; Collection
Account....................................
SECTION 2.3 Records....................................
SECTION 2.4 Administrative Duties of Servicer..........
SECTION 2.5 No Offset..................................
SECTION 2.6 Servicing Compensation.....................
SECTION 2.7 Indemnification............................
SECTION 2.8 Nonpetition Covenant.......................
SECTION 2.9 Consent of Franchisor and Consent to
Assignment.................................
ARTICLE 3 STATEMENTS AND REPORTS..................................
SECTION 3.1 Reporting by the Servicer..................
SECTION 3.2 Appointment of Independent Accountant......
SECTION 3.3 Annual Accountants' Reports................
SECTION 3.4 Available Information......................
ARTICLE 4 THE SERVICER............................................
SECTION 4.1 Representations and Warranties Concerning
the Servicer...............................
SECTION 4.2 Existence; Status as the Servicer..........
SECTION 4.3 Performance of Obligations.................
SECTION 4.4 Merger; Resignation and Assignment.........
SECTION 4.5 Certain Covenants of the Servicer..........
ARTICLE 5 DEFAULT.................................................
SECTION 5.1 Servicer Termination Events.................
SECTION 5.2 No Effect on Other Parties..................
SECTION 5.3 Rights Cumulative...........................
ARTICLE 6 MISCELLANEOUS PROVISIONS.................................
SECTION 6.1 Termination of Agreement....................
SECTION 6.2 Amendment...................................
SECTION 6.3 Governing Law...............................
SECTION 6.4 Notices.....................................
SECTION 6.5 Severability of Provisions..................
SECTION 6.6 Delivery Dates..............................
SECTION 6.7 Binding Effect; Limited Rights of Others....
SECTION 6.8 Limitation of Liability of Wilmington Trust
Company and the Certificateholder...........
SECTION 6.9 Article and Section Headings.................
SECTION 6.10 Concerning the Indenture Trustee.............
SECTION 6.11 Counterparts.................................
EXHIBIT A - Duties of the Servicer
EXHIBIT B - Monthly Servicer's Certificate
EXHIBIT C - Quarterly Servicer's Certificate
{PAGE}
SERVICING AGREEMENT, dated as of November 21, 2000 (the
"Agreement"), by and among ARBY'S FRANCHISE TRUST, a Delaware statutory business
trust (herein, together with its successors and assigns, called the "Issuer"),
ARBY'S, INC., a Delaware corporation (herein, together with its successors and
assigns, collectively called "Arby's" or the "Servicer"), and BNY Midwest Trust
Company, a Bank of New York Company, an Illinois banking corporation, as
indenture trustee (the "Indenture Trustee").
PRELIMINARY STATEMENT
WHEREAS, the Issuer has entered into an Indenture (the
"Indenture"), dated as of the date of this Agreement, with the Indenture Trustee
and Ambac Assurance Corporation, a Wisconsin stock insurance corporation (the
"Insurer"), pursuant to which the Issuer has issued its Notes (the "Notes"), on
the terms and in the amounts described therein. Pursuant to the Indenture, as
security for the indebtedness represented by the Notes, the Issuer is and will
be Granting to the Indenture Trustee on behalf of the Noteholders, a security
interest in the Collateral, which includes, among other things, the Franchise
Assets, the Issuer's rights under this Agreement, the Collection Account and all
proceeds of the foregoing.
WHEREAS, pursuant to the Amended and Restated Trust Agreement,
dated as of November 21, 2000 (the "Trust Agreement"), between Wilmington Trust
Company, a Delaware banking corporation (the "Issuer Trustee"), and Arby's
Finance, LLC, a special purpose Delaware limited liability company (the
"Certificateholder"), the Issuer has issued a Certificate (the "Certificate") to
the Certificateholder evidencing the beneficial interests in the Issuer.
WHEREAS, the parties desire to enter into this Agreement to
provide, among other things, for the servicing of the Franchise Assets by the
Servicer.
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Certain Definitions. For all purposes of this
Agreement, capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Indenture. In addition, the following
terms shall have the following meanings:
122490
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Triarc Companies
As referenced in this Servicing Agreement:
Triarc Companies, Inc – to the Servicer:
Arby's, Inc.
1000 Corporate Drive
Ft. Lauderdale, Florida 33334-3651
Attention: General Counsel
Facsimile: (954) 351-5619;
copy to:
Triarc Companies, Inc .
280 Park Avenue
New York, New York 10017
Attention: General Counsel
Facsimile: (212) 451-3216
(2) if to the Issuer:
Arby's
_____________
dt 488261
;
 BofA
As referenced in this Servicing Agreement:
Bank of America, – name of the Issuer, and
pledged to the Indenture Trustee.
"American Lock-Box Bank" means Bank of America, N.A. or such
other bank designated by the Issuer and consented to by
dt 39742
;
BNY
As referenced in this Servicing Agreement:
BANK OF NEW YORK – TRUST,
as Issuer
ARBY'S, INC.,
as the Servicer
and
BNY MIDWEST TRUST COMPANY, A BANK OF NEW YORK COMPANY,
as Indenture Trustee
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.............................................
SECTION 1.1
Bank of New York – and
assigns, collectively called "Arby's" or the "Servicer"), and BNY Midwest Trust
Company, a Bank of New York Company, an Illinois banking corporation, as
indenture trustee (the "Indenture Trustee").
PRELIMINARY STATEMENT
WHEREAS,
Bank of New York – Facsimile: (954) 351-5619;
(3) if to the Indenture Trustee;
BNY Midwest Trust Company,
a Bank of New York Company
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Indenture Trust
Administration; and
(4)
BANK OF
NEW YORK – S. GIMSON
----------------------------------
Name: Curtis S. Gimson
Title: Senior Vice President
BNY MIDWEST TRUST COMPANY, A BANK OF
NEW YORK COMPANY, not in its
individual capacity but solely as
Indenture Trustee
By: MEGAN CARMODY
---------------------------------
dt 41527
;
|
Royal Bank
As referenced in this Servicing Agreement:
Royal Bank of Canada – Box Bank held in the name of Arby's of Canada, Inc. which has
been assigned to the Issuer, and pledged to the Indenture Trustee.
"Canadian Lock-Box Bank" means Royal Bank of Canada or such
other bank designated by the Issuer and consented to by the Controlling Party.
"Canadian Servicer" means Arby's of Canada, Inc., an Ontario
corporation.
"Capital Stock" means, with
_____________
dt 1454080
;
Wilmington Trust
As referenced in this Servicing Agreement:
Wilmington Trust
Co – of Provisions..................
SECTION 6.6 Delivery Dates..............................
SECTION 6.7 Binding Effect; Limited Rights of Others....
SECTION 6.8 Limitation of Liability of Wilmington Trust
Co mpany and the Certificateholder...........
SECTION 6.9 Article and Section Headings.................
SECTION 6.10 Concerning the Indenture Trustee.............
SECTION 6.11 Counterparts.................................
EXHIBIT
_____________
Wilmington Trust
Co – proceeds of the foregoing.
WHEREAS, pursuant to the Amended and Restated Trust Agreement,
dated as of November 21, 2000 (the "Trust Agreement"), between Wilmington Trust
Co mpany, a Delaware banking corporation (the "Issuer Trustee"), and Arby's
Finance, LLC, a special purpose Delaware limited liability company (the
"Certificateholder"), the
_____________
Wilmington Trust
Co – under or in
respect of this Agreement or any covenants, agreements, representations or
provisions contained herein.
SECTION 6.8 Limitation of Liability of Wilmington Trust
Co mpany and the Certificateholder. It is expressly understood and agreed by the
parties hereto that (a) this Agreement is executed and delivered by
_____________
Wilmington Trust Co – undertakings and agreements herein made on the part of the
Issuer are made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Co mpany or the Certificateholder but are made and
intended for the purpose of binding only the Issuer, (c) nothing herein
contained shall be
_____________
Wilmington Trust
Co – made and
intended for the purpose of binding only the Issuer, (c) nothing herein
contained shall be construed as creating any liability on Wilmington Trust
Co mpany, or the Certificateholder, individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being
_____________
dt 99541
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Servicing Agreement
Servicing Agreement (106K)
Doc #386984: Click preview link for longer preview.
SERVICING AGREEMENT
Dated as of November 21, 2000
among
ARBY'S FRANCHISE TRUST,
as Issuer
ARBY'S, INC.,
as the Servicer
and
BNY MIDWEST TRUST COMPANY, A BANK OF NEW YORK COMPANY,
as Indenture Trustee
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.............................................
SECTION 1.1 Certain Definitions........................
SECTION 1.2 Other Defined Terms........................
SECTION 1.3 Other Terms................................
SECTION 1.4 Computation of Time Periods................
ARTICLE 2 ADMINISTRATION AND SERVICING OF FRANCHISE ASSETS.
SECTION 2.1 The Servicer to Act as the Servicer........
SECTION 2.2 Collection of Franchisee Payments and
Remittances; Lock-Box Accounts; Collection
Account....................................
SECTION 2.3 Records....................................
SECTION 2.4 Administrative Duties of Servicer..........
SECTION 2.5 No Offset..................................
SECTION 2.6 Servicing Compensation.....................
SECTION 2.7 Indemnification............................
SECTION 2.8 Nonpetition Covenant.......................
SECTION 2.9 Consent of Franchisor and Consent to
Assignment.................................
ARTICLE 3 STATEMENTS AND REPORTS..................................
SECTION 3.1 Reporting by the Servicer..................
SECTION 3.2 Appointment of Independent Accountant......
SECTION 3.3 Annual Accountants' Reports................
SECTION 3.4 Available Information......................
ARTICLE 4 THE SERVICER............................................
SECTION 4.1 Representations and Warranties Concerning
the Servicer...............................
SECTION 4.2 Existence; Status as the Servicer..........
SECTION 4.3 Performance of Obligations.................
SECTION 4.4 Merger; Resignation and Assignment.........
SECTION 4.5 Certain Covenants of the Servicer..........
ARTICLE 5 DEFAULT.................................................
SECTION 5.1 Servicer Termination Events.................
SECTION 5.2 No Effect on Other Parties..................
SECTION 5.3 Rights Cumulative...........................
ARTICLE 6 MISCELLANEOUS PROVISIONS.................................
SECTION 6.1 Termination of Agreement....................
SECTION 6.2 Amendment...................................
SECTION 6.3 Governing Law...............................
SECTION 6.4 Notices.....................................
SECTION 6.5 Severability of Provisions..................
SECTION 6.6 Delivery Dates..............................
SECTION 6.7 Binding Effect; Limited Rights of Others....
SECTION 6.8 Limitation of Liability of Wilmington Trust
Company and the Certificateholder...........
SECTION 6.9 Article and Section Headings.................
SECTION 6.10 Concerning the Indenture Trustee.............
SECTION 6.11 Counterparts.................................
EXHIBIT A - Duties of the Servicer
EXHIBIT B - Monthly Servicer's Certificate
EXHIBIT C - Quarterly Servicer's Certificate
{PAGE}
SERVICING AGREEMENT, dated as of November 21, 2000 (the
"Agreement"), by and among ARBY'S FRANCHISE TRUST, a Delaware statutory business
trust (herein, together with its successors and assigns, called the "Issuer"),
ARBY'S, INC., a Delaware corporation (herein, together with its successors and
assigns, collectively called "Arby's" or the "Servicer"), and BNY Midwest Trust
Company, a Bank of New York Company, an Illinois banking corporation, as
indenture trustee (the "Indenture Trustee").
PRELIMINARY STATEMENT
WHEREAS, the Issuer has entered into an Indenture (the
"Indenture"), dated as of the date of this Agreement, with the Indenture Trustee
and Ambac Assurance Corporation, a Wisconsin stock insurance corporation (the
"Insurer"), pursuant to which the Issuer has issued its Notes (the "Notes"), on
the terms and in the amounts described therein. Pursuant to the Indenture, as
security for the indebtedness represented by the Notes, the Issuer is and will
be Granting to the Indenture Trustee on behalf of the Noteholders, a security
interest in the Collateral, which includes, among other things, the Franchise
Assets, the Issuer's rights under this Agreement, the Collection Account and all
proceeds of the foregoing.
WHEREAS, pursuant to the Amended and Restated Trust Agreement,
dated as of November 21, 2000 (the "Trust Agreement"), between Wilmington Trust
Company, a Delaware banking corporation (the "Issuer Trustee"), and Arby's
Finance, LLC, a special purpose Delaware limited liability company (the
"Certificateholder"), the Issuer has issued a Certificate (the "Certificate") to
the Certificateholder evidencing the beneficial interests in the Issuer.
WHEREAS, the parties desire to enter into this Agreement to
provide, among other things, for the servicing of the Franchise Assets by the
Servicer.
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Certain Definitions. For all purposes of this
Agreement, capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Indenture. In addition, the following
terms shall have the following meanings:
"Account Control Agreement" means the account control
agreement among the Servicer, the Indenture Trustee, the Insurer, the Issuer and
the Lock Box Bank.
"Agreement" has the meaning set forth in the preamble.
"American Lock-Box Accounts" means Account # 65546 (Charlotte)
and # 840074 (Dallas) at the Lock-Box Bank held in the name of the Issuer, and
pledged to the Indenture Trustee.
"American Lock-Box Bank" means Bank of America, N.A. or such
other bank designated by the Issuer and consented to by the Controlling Party.
"American Servicer" means Arby's.
"Arby's" has the meaning set forth in the preamble.
"Canadian Lock-Box Account" means Account # 00002-1293349 at
the Canadian Lock-Box Bank held in the name of Arby's of Canada, Inc. which has
been assigned to the Issuer, and pledged to the Indenture Trustee.
"Canadian Lock-Box Bank" means Royal Bank of Canada or such
other bank designated by the Issuer and consented to by the Controlling Party.
"Canadian Servicer" means Arby's of Canada, Inc., an Ontario
corporation.
"Capital Stock" means, with respect to any Person, (i) any and
all shares, interests, participations or other equivalents of or interests in
386984
|
Triarc Companies
As referenced in this Servicing Agreement:
Triarc Companies, Inc – acknowledged in writing, as follows:
(1) if to the Servicer:
Arby's, Inc.
1000 Corporate Drive
Ft. Lauderdale, Florida 33334-3651
Attention: General Counsel
Facsimile: (954) 351-5619;
copy to:
Triarc Companies, Inc .
280 Park Avenue
New York, New York 10017
Attention: General Counsel
Facsimile: (212) 451-3216
(2) if to the Issuer:
Arby's Franchise Trust
1000 Corporate Drive
Ft. Lauderdale,
_____________
dt 1383697
;
BofA
As referenced in this Servicing Agreement:
Bank of America, N.A. – means Account # 65546 (Charlotte)
and # 840074 (Dallas) at the Lock-Box Bank held in the name of the Issuer, and
pledged to the Indenture Trustee.
"American Lock-Box Bank" means Bank of America, N.A. or such
other bank designated by the Issuer and consented to by the Controlling Party.
"American Servicer" means Arby's.
"Arby's" has the meaning set forth in the
_____________
dt 1554098
;
|
BNY
As referenced in this Servicing Agreement:
BANK OF NEW YORK – Exhibit 10.4
SERVICING AGREEMENT
Dated as of November 21, 2000
among
ARBY'S FRANCHISE TRUST,
as Issuer
ARBY'S, INC.,
as the Servicer
and
BNY MIDWEST TRUST COMPANY, A BANK OF NEW YORK COMPANY,
as Indenture Trustee
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.............................................
SECTION 1.1 Certain Definitions........................
SECTION 1.2 Other Defined Terms........................
SECTION 1.3 Other Terms................................
SECTION 1.
_____________
Bank of New York – assigns, called the "Issuer"),
ARBY'S, INC., a Delaware corporation (herein, together with its successors and
assigns, collectively called "Arby's" or the "Servicer"), and BNY Midwest Trust
Company, a Bank of New York Company, an Illinois banking corporation, as
indenture trustee (the "Indenture Trustee").
PRELIMINARY STATEMENT
WHEREAS, the Issuer has entered into an Indenture (the
"Indenture"), dated as of the date of
_____________
Bank of New York – Arby's Franchise Trust
1000 Corporate Drive
Ft. Lauderdale, Florida 33334-3651
Attention: General Counsel
Facsimile: (954) 351-5619;
(3) if to the Indenture Trustee;
BNY Midwest Trust Company,
a Bank of New York Company
2 North LaSalle, Suite 1020
Chicago, Illinois 60602
Attention: Indenture Trust
Administration; and
(4) if to the Insurer:
Ambac Assurance Corporation
One State Street Plaza
New York, New York
_____________
BANK OF
NEW YORK – CHRIS SPONENBERG
------------------------------------
Name: W. Chris Sponenberg
Title: Assistant Vice President
ARBY'S, INC.
By: CURTIS S. GIMSON
----------------------------------
Name: Curtis S. Gimson
Title: Senior Vice President
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
{PAGE}
EXHIBIT A
DUTIES OF THE SERVICER
Pre-
_____________
dt 1583517
;
Royal Bank
As referenced in this Servicing Agreement:
Royal Bank of Canada – Box Bank held in the name of Arby's of Canada, Inc. which has
been assigned to the Issuer, and pledged to the Indenture Trustee.
"Canadian Lock-Box Bank" means Royal Bank of Canada or such
other bank designated by the Issuer and consented to by the Controlling Party.
"Canadian Servicer" means Arby's of Canada, Inc., an Ontario
corporation.
"Capital Stock" means, with
_____________
dt 1454308
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Property Management and Servicing Agreement
Property Management and Servicing Agreement (346K)
Doc #1556206: Click preview link for longer preview.
SPIRIT MASTER FUNDING, LLC
as Issuer
and
SPIRIT FINANCE CORPORATION
as Property Manager and Special Servicer
and
MIDLAND LOAN SERVICES, INC.
as Back-Up Manager
PROPERTY MANAGEMENT AND SERVICING AGREEMENT
Dated as of July26, 2005
Net-Lease Mortgage Notes
1556206
|
AMC
As referenced in this Property Management and Servicing Agreement:
AMC Entertainment, Inc – Sebring
FL
33872
P0000167
Barnhills Buffet, Inc.
Barnhills Buffet
100 Live Oaks Boulevard
Casselberry
FL
32707
P0000172
Hastings Entertainment, Inc.
Hastings
726 10th Avenue South
Great Falls
MT
59401
P0000177
AMC Entertainment, Inc .
AMC Theatre
2515 E. Camelback Road
Phoenix
AZ
85016
P0000178
Pike Holding Plane Nursery LLC
Pike Plane Nursery
5795 State Bridge Road
Alpharetta
GA
30022
P0000179
Pike Holding Plane
_____________
dt 1503519
;
Carmike Cinemas
As referenced in this Property Management and Servicing Agreement:
Carmike Cinemas, Inc – LA
70810-1038
P0000459
Interfoods of America, Inc.
Popeyes
2490 NW 79th St
Miami
FL
33147-4930
P0000461
Gander Mountain Company
Gander Mountain
6801 120th Avenue
Kenosha
WI
53140
P0000462
Carmike Cinemas, Inc .
Carmike Cinemas
2435 Edgewood Road SW
Cedar Rapids
IA
52404
P0000463
Humperdinks Texas, LLC
Humperdink
3820 Belt Line Road
Addison
TX
75001
P0000464
Humperdinks Texas, LLC
Humperdink
6050 Greenville
_____________
dt 1411573
;
Citibank
As referenced in this Property Management and Servicing Agreement:
Citibank, N.A. – and the Indenture Trustee, relating to the issuance of the Notes, including all amendments and supplements thereto and any indenture between the Indenture Trustee and a Co-Issuer.
Indenture Trustee: Citibank, N.A. , a national banking association, in its capacity as indenture trustee under the Indenture, or its successor in interest or any successor indenture trustee appointed as provided in the Indenture,
_____________
Citibank, N.A. – copy to Kutak Rock LLP, 1801 California Street, Suite 3100, Denver, Colorado 80202, Attention: Paul E. Belitz, facsimile number: 303-292-7799;
(d) in the case of the Indenture Trustee, Citibank, N.A. , 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Structured Finance Agency and Trust- Spirit Master Funding, LLC, Series 2005-1, facsimile number: 212-816-5527;
(e)
_____________
Citibank, N.A. – Baruch St
Denmark
SC
29042-1307
A-16
EXHIBIT B
FORM OF REQUEST FOR RELEASE PROPERTY MANAGER
[Date]
Midland Loan Services, Inc.
10851 Master Suite 300
Overland Park, Kansas 66210
Citibank, N.A.
388 Greenwich Street
14th Floor
New York, New York 10013
Attention: Structured Finance Agency-Spirit Master Funding, LLC, Series 2005-1
Spirit Master Funding, LLC
Re: Spirit Master Funding,
_____________
dt 1480056
;
|
Hastings
As referenced in this Property Management and Servicing Agreement:
Hastings Entertainment, Inc. – Jacksonville
FL
32217
P0000166
Barnhills Buffet, Inc.
Barnhills Buffet
2611 US 27 North
Sebring
FL
33872
P0000167
Barnhills Buffet, Inc.
Barnhills Buffet
100 Live Oaks Boulevard
Casselberry
FL
32707
P0000172
Hastings Entertainment, Inc.
Hastings
726 10th Avenue South
Great Falls
MT
59401
P0000177
AMC Entertainment, Inc.
AMC Theatre
2515 E. Camelback Road
Phoenix
AZ
85016
P0000178
Pike Holding Plane Nursery LLC
Pike
_____________
Hastings Entertainment, Inc. – 3805
P0000382
Dickinson Theatres, Inc.
Dickinson Theaters
4900 NE 80th Street
Kansas City
MO
64119
P0000383
Dickinson Theatres, Inc.
Dickinson Theaters
1451 NE Douglas Street
Lees Summit
MO
64086
P0000384
Hastings Entertainment, Inc.
Hastings
1705 North Main Street
Roswell
NM
88201
P0000385
Allwell
Golden Corral
616 So. Ridge
Road Circle
Wichita
KS
67209
P0000386
Allwell
Golden Corral
2830 W. 18th Avenue
Emporia
_____________
Hastings Entertainment, Inc. – TX
78596
P0000730
HOM Furniture, Inc
HOM Furniture Showrooms
4726 Mall Drive
Hermantown
MN
55811
P0000731
HOM Furniture, Inc.
HOM Furniture Showrooms
2921 Mall Drive
Eau Claire
WI
54701
P0000732
Hastings Entertainment, Inc.
Hastings
200 Hwy 332 West
Lake Jackson
TX
77566
P0000737
Pizza Properties, Ltd
Peter Piper Pizza
9450 Dyer Street
El Paso
TX
79924
P0000738
Rite Aid Corporation
Rite Aid
_____________
dt 1509754
;
Hastings
As referenced in this Property Management and Servicing Agreement:
Hastings Entertainment, Inc. – Jacksonville
FL
32217
P0000166
Barnhills Buffet, Inc.
Barnhills Buffet
2611 US 27 North
Sebring
FL
33872
P0000167
Barnhills Buffet, Inc.
Barnhills Buffet
100 Live Oaks Boulevard
Casselberry
FL
32707
P0000172
Hastings Entertainment, Inc.
Hastings
726 10th Avenue South
Great Falls
MT
59401
P0000177
AMC Entertainment, Inc.
AMC Theatre
2515 E. Camelback Road
Phoenix
AZ
85016
P0000178
Pike Holding Plane Nursery LLC
Pike
_____________
Hastings Entertainment, Inc. – 3805
P0000382
Dickinson Theatres, Inc.
Dickinson Theaters
4900 NE 80th Street
Kansas City
MO
64119
P0000383
Dickinson Theatres, Inc.
Dickinson Theaters
1451 NE Douglas Street
Lees Summit
MO
64086
P0000384
Hastings Entertainment, Inc.
Hastings
1705 North Main Street
Roswell
NM
88201
P0000385
Allwell
Golden Corral
616 So. Ridge
Road Circle
Wichita
KS
67209
P0000386
Allwell
Golden Corral
2830 W. 18th Avenue
Emporia
_____________
Hastings Entertainment, Inc. – TX
78596
P0000730
HOM Furniture, Inc
HOM Furniture Showrooms
4726 Mall Drive
Hermantown
MN
55811
P0000731
HOM Furniture, Inc.
HOM Furniture Showrooms
2921 Mall Drive
Eau Claire
WI
54701
P0000732
Hastings Entertainment, Inc.
Hastings
200 Hwy 332 West
Lake Jackson
TX
77566
P0000737
Pizza Properties, Ltd
Peter Piper Pizza
9450 Dyer Street
El Paso
TX
79924
P0000738
Rite Aid Corporation
Rite Aid
_____________
dt 1445132
;
More... |
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Management Services Agreement
Management Services Agreement (25K)
Doc #2385852: Click preview link for longer preview.
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (this �Agreement�) is entered into as of July 10, 2006, among RED ROBIN INTERNATIONAL, INC., a Nevada corporation (the �Manager�) SOUTH SOUND RED ROBIN, INC., a Washington corporation (�South Sound�) and NORTHWEST ROBINS, LLC, a Washington limited liability company (�Northwest Robins�). South Sound and Northwest Robins are sometimes referred to herein as a �Seller� and collectively as the �Sellers�. The Sellers and the Manager are sometimes referred to herein as a �Party� and collectively as the �Parties�. . . .
2385852
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Servicing Agreement
Servicing Agreement (219K)
Doc #2864629: Click preview link for longer preview.
EXECUTION VERSION
SERVICING AGREEMENT
Dated as of March 16, 2007
among
IHOP FRANCHISING, LLC, as Issuer,
IHOP IP, LLC, as Co-Issuer,
IHOP PROPERTY LEASING, LLC,
IHOP PROPERTIES, LLC,
IHOP REAL ESTATE, LLC,
INTERNATIONAL HOUSE OF PANCAKES, INC., as Servicer,
IHOP CORP., as Guarantor
and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.1
Certain Definitions
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FTI Consulting
As referenced in this Servicing Agreement:
FTI Consulting Inc – Corp. and IHOP Property Leasing, and (v) the Intellectual Property Asset Contribution Agreement, dated as of the date hereof, between the Issuer and the IP Company.
Back-Up Servicer means FTI Consulting Inc ., in its capacity as back up servicer pursuant to the Back-Up Servicer Agreement, and any successor Back-Up Servicer.
Back-Up Servicer Proposal has the meaning set forth
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dt 1715219
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IHOP
As referenced in this Servicing Agreement:
IHOP CORP. – among
IHOP FRANCHISING, LLC, as Issuer,
IHOP IP, LLC, as Co-Issuer,
IHOP PROPERTY LEASING, LLC,
IHOP PROPERTIES, LLC,
IHOP REAL ESTATE, LLC,
INTERNATIONAL HOUSE OF PANCAKES, INC., as Servicer,
IHOP CORP. , as Guarantor
and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.1
Certain Definitions
Section 1.2
Other Defined Terms
Section
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IHOP Corp. – LLC, a Delaware limited liability company (?IHOP Properties?), IHOP Real Estate, LLC, a Delaware limited liability company (?IHOP Real Estate?), International House of Pancakes, Inc., a Delaware corporation, (?IHOP Inc..?), IHOP Corp. , a Delaware corporation (?Guarantor?), and Wells Fargo Bank, National Association, as indenture trustee (the ?Indenture Trustee?). For all purposes of this Agreement, capitalized terms used herein but not otherwise
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IHOP Corp. – registrations for, the IHOP Brand not in existence as of the Closing Date and (b) any Intellectual Property, throughout the world, that is created, developed or acquired by the Issuer, IHOP Corp. , the Servicer, IHOP Holdings, any other Securitization Entity or any Affiliate of the foregoing after the date hereof and during the term of the IP License Agreement that (i)
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IHOP Corp. – the meaning set forth in Section 6.1(c) hereof.
?Back-Up Services? has the meaning set forth in Section 6.1(b) hereof.
?Business? means the business conducted by IHOP Corp. and its Affiliates immediately prior to the Closing Date primarily relating to the operation of restaurants in the ?family dining? category that primarily target the ?breakfast daypart? (as such
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IHOP Corp. – an Area License Agreement.
?Criteria? has the meaning set forth in Section 3.3 hereof.
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?Current Practice? means, in respect of any action or inaction, the performance standards of IHOP Corp. and its Subsidiaries (including, without limitation, the Former Franchisor) immediately prior to the Closing Date.
?Debt? as applied to any Person, means, without duplication, (a) all indebtedness for borrowed
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dt 1785832
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