Exhibit

10(w)




 




AMENDMENT

NO. 1 TO




SERVICING

AGREEMENT




 




THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT (this “Amendment”)

dated as of April 30, 2003, by and between AARON RENTS, INC., a Georgia

corporation (“Sponsor”) and SUNTRUST BANK, a banking corporation organized

and existing under the laws of the State of Georgia having its principal office

in Atlanta, Georgia (the “Servicer”).




 




W I T N E S S E T H:




 




WHEREAS,  in

order to make available a loan facility to certain franchisees of Sponsor, the

Sponsor, Servicer, and each of the other lending institutions listed on the

signature pages thereto (the “Participants”), entered into that certain

Loan Facility Agreement and Guaranty, dated as of dated as of March 30, 2001,

as amended by that certain Amendment No. 1 to Loan Facility Agreement and

Guaranty dated as of October 31, 2002 

and as amended by that certain Amendment No. 2 to Loan Facility

Agreement and Guaranty dated as of the date hereof (as amended or modified, the

“Loan Facility Agreement”);




 




WHEREAS, in order to expedite the ongoing operations

of the loan facility, Sponsor and the Servicer entered into that certain

Servicing Agreement, dated as of March 30, 2001 (as amended or modified, the “Servicing

Agreement”) to set forth certain agreements regarding fees and operations;




 




WHEREAS, the Sponsor has requested, and the Servicer

and the Participants have agreed, to enter into certain amendments to the Loan

Facility Agreement;




 




WHEREAS, the Sponsor, the Participants and the

Servicer wish to enter into this Amendment to set forth their understandings

regarding the amendments;




 




NOW, THEREFORE, for and in consideration of the mutual

premises contained herein and other valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, agree as follows:




 




1.              

Definitions.  All terms

used herein without definition shall have the meanings set forth for such terms

in the Servicing Agreement.




 




2.             Amendments




 




(a)           Section 2.1(a) of the Servicing

Agreement is hereby amended by deleting such subsection in its entirety and

substituting the following in lieu thereof:




 





























 




(a)           Approval Process.




 




In

the event that Sponsor desires that Servicer establish a Loan Commitment under

the Operative Documents, Sponsor shall forward to Servicer an appropriate

Funding Approval Notice no later than thirty (30) days prior to the anticipated

Closing Date of such Loan Commitment. 

Such Funding Approval Notice shall indicate whether the requested Loan

Commitment is a Startup Franchisee Loan Commitment or an Established Franchisee

Loan Commitment and shall contain the following information:




 




(i)  the Franchisee’s legal name and State of

organization;




 




(ii)

the amount of the Revolving Loan Commitment if applicable;




 




(iii)

the amount of the Term Loan Commitment if applicable;




 




(iv)

the applicable interest rate for such Loan;




 




(v)  the amount of the Commitment Fee, which

shall not exceed 100 basis points;




 




(vi)  a copy of the Franchisee’s executed

franchise application authorizing release of all information set forth therein

or delivered in connection therewith to Servicer;




 




(vii)

the amortization period with respect to any Established Franchisee Term Loan;




 




(viii)  the Franchisee’s federal tax identification

number or social security number;




 




(ix)  the legal address(es) (including county) of

the Franchisee’s residence or principal place of business, each store location,

and the site(s) where any Collateral to be pledged as security for the Loan is

stored, together with any other corporate or tradenames used by the Franchisee

in the last five (5) years;




 




(x)  if the Franchisee is a corporation, copies

of the Franchisee’s Articles or Certificate of Incorporation, certified by the

Secretary of State of its incorporation, copies of the Franchisee’s by-laws and

current incumbency certificate, if the Franchisee is a partnership, a copy of

the current partnership agreement, if the Franchisee is a limited liability

company, a copy of the current 




 




2





























 




operating or limited liability company agreement and

if the Franchisee is a sole proprietor, a Statement of Sole Proprietorship in

the form provided by Servicer;




 




(xi)   good standing certificate from the

Secretary of State in which the Franchisee is organized or formed;




 




(xii)  for any Established Franchisee Loan

Commitment, a detailed description of the financial covenants to be included in

the Established Franchisee Loan Agreement, including any defined terms used in

such financial covenants; and




 




(xiii)

such other information as Servicer shall reasonably request, including, without

limitation, a listing of all Subsidiaries of the Franchisee, a listing of all

Guarantors and a listing of all Permitted Liens.




 




The Funding Approval Notice shall contain a statement

that Sponsor has approved the Franchisee for a franchise license and for

participation in the Franchisee Loan Program and shall also state that the

Sponsor consents to the liens in favor of Servicer provided for therein.




 




(b)  the last

three unnumbered paragraphs of Section 2.2 of the Servicing Agreement are

hereby amended by deleting such unnumbered paragraphs in their entirety and

substituting the following in lieu thereof:




 




To the extent that any of the foregoing items (other

than the Loan Agreement or Master Note) have been provided by the relevant

Franchisee in connection with a prior Loan, Sponsor may waive the requirement

that such documents be prepared by the Servicer or executed by the

Franchisee.  If the Franchisee is a

Startup Franchisee, at the request of the Sponsor set forth in the Funding

Approval Notice, the Servicer will prepare a Commitment Letter and forward such

Commitment Letter with the Legal Forms to the Franchisee.




 




In addition, Servicer shall engage a nationally

recognized service to perform searches of the Uniform Commercial Code

jurisdictions listed by the Sponsor in the Funding Approval Notice.  Prior to the Closing Date, Servicer shall

prepare appropriate UCC financing statements to be filed in connection with the

Loan and will arrange for them to be filed in the appropriate filing offices.




 




Servicer shall prepare and shall execute the Loan

Documents where required and forward copies of the executed documents to the

Franchisee and, if requested by the Sponsor, to the Sponsor.  Franchisee shall execute and deliver to the

Servicer  prior to the funding of the

initial Advance to such Borrower the Loan Documents and the Sponsor shall

provide the Servicer with either (1) the name, address and telephone number of

the representative




 




3





























 




of Sponsor who will be closing the Loan, or (2) if no

such representative is to be present, an authorization for the Servicer to

close the Loan without any further authorization from Sponsor upon receipt of

signed, notarized Loan Documents for such Loan.  If requested in writing by the Sponsor, the Servicer shall give

copies of the executed Loan Documents to Sponsor.  In addition, Sponsor shall cause the Borrower to forward or to

have forwarded to Servicer a Certificate of Insurance evidencing the Borrower’s

ownership of liability insurance and of property and casualty insurance in an

amount not less than the greater of (i) the Loan Commitment, or (ii) the full

replacement cost of the Collateral, which certificate shall name Servicer as

sole loss payee and additional insured and shall also provide that Servicer

shall receive thirty (30) days’ prior written notice at




 




	

  SunTrust Bank


  
	

  Strategic Partners Program


  
	

  Attn: Aaron Rents Program Manager


  
	

  PO Box 4418


  
	

  Mail Code 1923


  
	

  Atlanta, GA 30302


  





 




of any lapse, termination or cancellation of the

insurance policies referenced on such certificate.  The Servicer shall have no obligation to obtain such Certificate

of Insurance or to notify Sponsor of any Borrower’s failure to deliver such

Certificate of Insurance or to notify Sponsor of the contents thereof.




 




(c)  The Servicing Agreement is hereby amended by

deleting third paragraph of Section 2.3(c) in its entirety and substituting the

following in lieu thereof:




 




In addition, each

Established Franchisee Loan Agreement shall provide that the aggregate

outstanding principal amount of all Advances made by Servicer to the relevant

Established Franchisee shall not at any time exceed an amount equal to the

relevant Established Franchisee Borrowing Base.




 




(d) The Servicing

Agreement is hereby amended by deleting Section 2.8(b) in its entirety and

substituting the following in lieu thereof:




 




(b)           Upon establishment of the

above-referenced accounts and receipt of the above-referenced Loan Documents,

duly executed by the Established Franchisee Borrower and each Guarantor, and if

requested by Sponsor, confirmation by Servicer of its first-priority security

interest in the Collateral, Servicer shall notify the relevant Established

Franchisee Borrower and Sponsor that the Established Franchisee Borrower may

request Advances pursuant to the Established Franchisee Line of Credit

Commitment and its Term Loan; provided, however, that the minimum

amount of each Advance shall be $500. 

Each Advance made pursuant to the Established Franchisee Line of Credit




 




4





























 




Commitment shall be made by Servicer for the sole

purposes of (i) honoring requests from the Established Franchisee Borrower, made

through the Aaron’s Proprietary System, for ACH transfers to suppliers of

Merchandise in payment of Approved Invoices, and (ii) honoring requests from

the Established Franchisee Borrower for such Advances made via ACH transfers to

an operating account or other location specified by such Established Franchisee

Borrower (and granted a vendor identification number by Sponsor) for working

capital purposes.  The Established

Franchisee Borrowers shall not be authorized to use the DDA Account for any

other purpose.  The proceeds of each

Term Loan will be used for such purposes as have been approved by the Sponsor.




 




(e) The Servicing

Agreement is hereby amended by deleting Section 2.10 in its entirety and

substituting the following in lieu thereof:




 




(a)           All

outstanding Advances made pursuant to the Established Franchisee Line of Credit

Commitment with respect to each Established Franchisee Line of Credit Loan

shall be due and payable in full on the Maturity Date of such Loan, if not

sooner accelerated in accordance with the terms of the applicable Loan

Documents.  In addition, the outstanding

Advances made pursuant to the Established Franchisee Line of Credit Commitment

pursuant to each Established Franchisee Line of Credit Loan shall not exceed

the sum of the Established Franchisee Borrowing Base for such Established

Franchisee Borrower, minus the outstanding principal amount of such Established

Franchisee Borrower Term Loan, as determined by Sponsor on the fifth Business

Day of each month (as determined on the last day of the preceding calendar

month) and reported to Servicer on such date. 

Servicer shall be entitled to rely upon the calculation of the

Established Franchisee Borrowing Base for each Established Franchisee Borrower

submitted by Sponsor for all purposes hereunder.  Upon receipt of the Established Franchisee Borrowing Base,

Servicer shall input such information into Servicer’s loan records to be

effective as of the date which is two Business Days after receipt of such

information. The statements prepared to be delivered to each Established

Franchisee Borrower with respect to the next Payment Date shall be prepared

requiring a repayment of any Advances outstanding on the fifth Business Day of

such month in excess of relevant Established Franchisee Borrowing Base as

delivered to Servicer by Sponsor on such date. 

In addition, however, Servicer, on the date which is two Business Days

after receipt of such calculation from Sponsor, shall notify the Established

Franchisee Borrowers in writing (including facsimile) of the new Established

Franchisee Borrowing Base for such Borrower and shall require that such

Established Franchisee Borrower repay on the next Payment Date any additional

Advances made pursuant to the Established Franchisee Line of Credit Commitment

made since the date of the preparation of the statement for such Payment Date

if necessary to avoid any overadvance as of such date.  Upon the earlier of one (1) Business Day

after notice from the Sponsor to the Servicer or




 




5





























 




the next Payment Date, each Established Franchisee

Borrower shall prepay its outstanding Advances made pursuant to the Established

Franchisee Line of Credit Commitment in excess of the relevant Established

Franchisee Borrowing Base.




 




(b)           Each Established Franchisee Term Loan

shall have a term of no longer than 4 years and shall be repaid in equal

monthly installments of principal with an amortization period of not more than

seven (7) years as specified by Sponsor in its Funding Approval Notice, with

the final installment being due and payable on the Maturity Date in an amount

equal to the entire outstanding principal balance of the Term Loan.




 




(f)            The Servicing Agreement is hereby

amended by replacing Exhibit E thereto with Exhibit E attached hereto.




 




3.             Conditions of Effectiveness.  This Amendment shall become effective as of

the date first above written (the “Effective Date”) when (i) this

Amendment shall have been executed and delivered by Sponsor to the Servicer and

Servicer shall have executed the same, and (ii) Amendment No. 2 to Loan

Facility Agreement and Guaranty described in the preamble hereto shall have

been executed and delivered by the parties thereto.




 




4.             Representations and Warranties

of Sponsor.  Sponsor, without limiting

the representations and warranties provided in the Servicing Agreement,

represents and warrants to the Servicer as follows:




 




(a)           The execution, delivery and

performance by Sponsor of this Amendment are within Sponsor’s corporate powers,

have been duly authorized by all necessary corporate action (including any

necessary shareholder action) and do not and will not (a) violate any

provision of any law, rule or regulation, any judgment, order or ruling of any

court or governmental agency, the articles of incorporation or by-laws of

Sponsor or any indenture, agreement or other instrument to which Sponsor is a

party or by which Sponsor or any of its properties is bound or (b) be in

conflict with, result in a breach of, or constitute with notice or lapse of time

or both a default under any such indenture, agreement or other instrument.




 




(b)           This Amendment constitutes the legal,

valid and binding obligations of Sponsor, enforceable against Sponsor in

accordance with their respective terms.




 




(c)           No Unmatured Credit Event or Credit

Event has occurred and is continuing as of the Effective Date.




 




5.              

Survival.  Each of the foregoing representa­tions and

warranties and each of the representations and warranties made in the Servicing

Agreement shall be made at and as of the Effective Date.  Each of the foregoing representations and

warranties shall constitute a representation and warranty of Sponsor under the

Servicing Agreement, and it shall be a Credit




 




6





























 




Event if any such representation and warranty shall prove to have been

incorrect or false in any material respect at the time when made.  Each of the representations and warranties

made under the Servicing Agreement (including those made herein) shall survive

and not be waived by the execution and delivery of this Amendment or any

investigation by the Servicer.




 




6.              

No Waiver, Etc.  Sponsor

hereby agrees that nothing herein shall constitute a waiver by the Servicer of

any  Credit Event, whether known or

unknown, which may exist under the Servicing Agreement.  Sponsor hereby further agrees that no

action, inaction or agreement by the Servicer, including without limitation,

any indulgence, waiver, consent or agreement altering the provisions of the

Servicing Agreement which may have occurred with respect to any obligation

during the terms of the Servicing Agreement or any portion thereof, or any

other matter relating to the Servicing Agreement, shall require or imply any

future indulgence, waiver, or agreement by the Servicer. In addition, Sponsor

acknowledges and agrees that it has no knowledge of any defenses,

counterclaims, offsets or objections in its favor against the Servicer with

regard to any of the obligations due under the terms of the Servicing Agreement

as of the date of this Amendment.




 




7.              

Ratification of Servicing Agreement.  Except as expressly amended herein, all terms, covenants and

conditions of the Servicing Agreement and the other Operative Documents shall

remain in full force and effect, and the parties hereto do expressly ratify and

confirm the Servicing Agreement as amended herein.  All future references to the Servicing Agreement shall be deemed

to refer to the Servicing Agreement as amended hereby.




 




8.              

Binding Nature.  This

Amendment shall be binding upon and inure to the benefit of the parties hereto,

their respective heirs, successors, successors-in-titles, and assigns.




 




9.              

Costs, Expenses and Taxes. 

Sponsor agrees to pay on demand all reasonable costs and expenses of the

Servicer in connection with the preparation, execution and delivery of this

Amendment and the other instruments and documents to be delivered hereunder,

including, without limitation, the reasonable fees and out-of-pocket

expenses of counsel for the Servicer with respect thereto and with respect to

advising the Servicer as to its rights and responsibilities hereunder and

thereunder.  In addition, Sponsor shall

pay any and all stamp and other taxes payable or determined to be payable in connection

with the execution and delivery of this Amendment and the other instruments and

documents to be delivered hereunder, and agrees to save the harmless from and

against any and all liabilities with respect to or resulting from any delay in

paying or omission to pay such taxes.




 




10.            

Governing Law.  THIS

AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF GEORGIA.




 




11.            

Entire Understanding. 

This Amendment sets forth the entire understanding of the parties with

respect to the matters set forth herein, and shall supersede any prior negotia­tions

or agreements, whether written or oral, with respect thereto.




 




7





























 




12.            

Counterparts.  This

Amendment may be executed in any number of counterparts and by different

parties hereto in separate counterparts and may be delivered by

telecopier.  Each counterpart so

executed and delivered shall be deemed an original and all of which taken

together shall constitute but one and the same instrument.




 




8





























 




IN WITNESS WHEREOF, the parties hereto have executed

this Amendment through their authorized officers as of the date first above

written.




 




 




	

   


  	

  AARON RENTS, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gilbert L. Danielson


  	

   


  
	

   


  	

   


  	

  Name: Gilbert L. Danielson


  
	

   


  	

   


  	

  Title: Executive VP and CFO


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  SUNTRUST BANK, as

  Servicer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Donald M. Thompson


  	

   


  
	

   


  	

   


  	

  Name: Donald M. Thompson


  
	

   


  	

   


  	

  Title: Director


  
					





 




 




[SIGNATURE

PAGE TO AMENDMENT NO. 1




TO

SERVICING AGREEMENT]




 




9





























 




EXHIBIT

E




TO




SERVICING

AGREEMENT




 




 




AARON

RENTS, INC. FRANCHISEE




LOAN

PROGRAM




 




FORM OF FUNDING APPROVAL

NOTICE




 




	

  Type of Borrower


  	

   


  	

  [   ]


  	

   


  	

  Startup Franchisee


  	

   


  	

  [   ]


  	

  Established Franchisee


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Legal Name of Franchisee:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Principal Place of Business:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  State of Organization:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Legal Entity Type:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Federal Tax Identification


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Number (if corporation) or


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Social Security Number (if


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  individual):


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Type of Loan Commitment:


  	

   


  	

  [   ]


  	

   


  	

  Startup Franchisee


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  [   ]


  	

   


  	

  Established Franchisee Line of

  Credit


  
	

   


  	

   


  	

   


  	

   


  	

  Commitment


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  [   ]


  	

   


  	

  Established Franchisee Term Loan


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Commitment


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Amount of Term Loan Commitment


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Amount of Revolving Loan Commitment


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Commitment Fee(1):


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Closing Fees(2):


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 






















(1)  Not to exceed 100 basis

points




(2)  [$500 per store location]

[$5,000 in the case of Established Franchisee Borrowers that have customized

financial covenants as specified by Sponsor in accordance with Section 6 of the

Servicing Agreement]




 




10





























 




	

  Proceeds of Term Loan


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Closing Date:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Interest Rate:


  	

   


  	

  Prime Rate plus

         %


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Term Loan Amortization(3):


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Locations of Collateral:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (if different from principal


  	

   


  	

  Complete address and county


  	

   


  	

   


  	

   


  
	

  place of business)


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Complete address and county


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Complete address and county


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Guarantor(s):


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Social Security Number


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Complete Address


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Guarantor(s) (Continued):


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Social Security Number


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Complete Address


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Social Security Number


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Complete Address


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Non-Guaranteeing Spouse(s):


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Complete Address


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Complete Address


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 






















(3)  Not to exceed 4 years.




 




11





























 




	

   


  	

   


  	

  Name


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Complete Address


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Individual/Entity Subordinating:


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name


  	

   


  	

   


  	

   


  	

   


  
	

  Any corporate trade names


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  used in the last 5 years:


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Permitted Liens


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Subsidiaries


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Copy of Franchisee


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Application Executed by


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Franchisee Attached


  	

   


  	

  [   ]


  	

   


  	

  YES


  	

   


  	

  [   ]


  	

   


  	

  NO


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [Copy of Franchise


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Agreement Executed by


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Franchisee Attached


  	

   


  	

  [   ]


  	

   


  	

  YES


  	

   


  	

  [   ]


  	

   


  	

  NO]


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Copy of Corporate Documents


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Attached


  	

   


  	

  [   ]


  	

   


  	

  YES


  	

   


  	

  [   ]


  	

   


  	

  NO


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Copy of Good Standing Certificate


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  from State in which the Franchisee

  is


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  organized or formed Attached


  	

   


  	

  [   ]


  	

   


  	

  YES


  	

   


  	

  [   ]


  	

   


  	

  NO


  
													





 




 




FOR ESTABLISHED FRANCHISEE ONLY:  [  ]

See attached spreadsheet for non-standard financial covenants.




 




Pursuant to

Section 2.1 of that certain Servicing Agreement executed in connection with

that certain Loan Facility Agreement and Guaranty dated as of March 30, 2001

(as amended, the “Agreement”) by and between SunTrust Bank (“ST”)

and each of the other lending institutions party thereto (ST, such lenders,

together with any assignees thereof becoming “Participants”), and

SunTrust Bank, as servicer and agent for the Participants (in such capacity,

the “Servicer”), and Aaron Rents, Inc. (“Aaron”), Aaron hereby

certifies to the Servicer that it has approved the Dealer for a franchise

license and for participation in the Program and directs the Servicer to

establish a Loan Commitment to the above-referenced Dealer in accordance with

the terms set forth herein and pursuant to the terms and subject to the further

conditions of the Agreement and the Servicing Agreement.  Sponsor hereby expressly consents to the

liens granted by the above-referenced Dealer, in favor of the Servicer.  




 




	

  AARON RENTS, INC.


  	

                                                                ,

            


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  Title:


  	

   


  	

   


  
						





 




12