GUARANTEE AND COLLATERAL AGREEMENT made by TACO BELL FRANCHISOR HOLDINGS, LLC, TACO BELL FRANCHISOR, LLC, TACO BELL FRANCHISE HOLDER 1, LLC and TACO BELL IP HOLDER, LLC, each as a Guarantor in favor of CITIBANK, N.A., as Trustee Dated as of May 11, 2016Guarantee and Collateral Agreement • May 16th, 2016 • Yum Brands Inc • Retail-eating places • New York
GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 11, 2016, made by TACO BELL FRANCHISOR HOLDINGS, LLC, a Delaware limited liability company (“Franchisor Holdco”), TACO BELL FRANCHISOR, LLC, a Delaware limited liability company (“Taco Bell Franchisor”), TACO BELL FRANCHISE HOLDER 1, LLC, a Delaware limited liability company (“Franchise Holder”), and TACO BELL IP HOLDER, LLC, a Delaware limited liability company (“IP Holder” and, together with Franchisor Holdco, Taco Bell Franchisor, Franchise Holder and any Future Securitization Entities, the “Guarantors” and, each, a “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 permitted successors and assigns in such capacity, the “Trustee”) for the benefit of the Secured Parties.
MANAGEMENT AGREEMENT Dated as of May 11, 2016 by and among TACO BELL FUNDING, LLC, as Issuer, THE OTHER SECURITIZATION ENTITIES PARTY HERETO, TACO BELL CORP., as the Manager, and CITIBANK, N.A., as the TrusteeManagement Agreement • May 16th, 2016 • Yum Brands Inc • Retail-eating places • New York
This MANAGEMENT AGREEMENT, dated as of May 11, 2016 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Taco Bell Funding, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”), Taco Bell IP Holder, LLC, a Delaware limited liability company (“IP Holder”), Taco Bell Franchisor Holdings, LLC, a Delaware limited liability company (“Franchisor Holdco”), Taco Bell Franchisor, LLC, a Delaware limited liability company (the “Taco Bell Franchisor”) and Taco Bell Franchise Holder 1, LLC, a Delaware limited liability company (the “Franchise Holder” and, together with Franchisor Holdco, IP Holder and Taco Bell Franchisor, the “Guarantors” and together with the Issuer, the “Securitization Entities”); Taco Bell Corp., a California corporation, as Manager (together with its successors and assigns, the “Manager”); and Citibank, N.A., not in it
TACO BELL FUNDING, LLC, as Issuer and CITIBANK, N.A., as Trustee and Series 2016-1 Securities IntermediaryYum Brands Inc • May 16th, 2016 • Retail-eating places • New York
SERIES 2016-1 SUPPLEMENT, dated as of May 11, 2016 (this “Series Supplement”), by and between TACO BELL FUNDING, LLC, a Delaware limited liability company, as the issuer (the “Issuer”), and CITIBANK, N.A., a national banking association, as the trustee (in such capacity, the “Trustee”) and as the Series 2016-1 Securities Intermediary (as defined herein), to the Base Indenture, dated as of May 11, 2016, by and between the Issuer and Citibank, N.A., as the Trustee and as the Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements (as defined therein), the “Base Indenture”).
BASE INDENTURE Dated as of May 11, 2016Base Indenture Definitions List • May 16th, 2016 • Yum Brands Inc • Retail-eating places • New York
BASE INDENTURE, dated as of May 11, 2016, by and among TACO BELL FUNDING, LLC, a Delaware limited liability company (the “Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary.
CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2016-1 CLASS A-1 NOTES) dated as of May 11, 2016 among TACO BELL FUNDING, LLC, as the Issuer, TACO BELL FRANCHISE HOLDINGS, LLC, TACO BELL FRANCHISE HOLDER 1, LLC, TACO BELL FRANCHISOR, LLC and TACO BELL IP...Note Purchase Agreement • May 16th, 2016 • Yum Brands Inc • Retail-eating places • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of May 11, 2016 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
