Common use of Supplement Clause in Contracts

Supplement. The Transferor has entered into the Agreement, and the Series 1997-1 Senior Subordinated Certificates have been issued, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder of the Series 1997-1 Senior Subordinated Certificates at the close of business on the preceding Record Date the amounts provided for in the Supplement. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Transfer Agent and Registrar (which, unless otherwise specified by the Trustee, shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Subject to the terms and conditions of the Agreement, the Transferor may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of Senior Subordinated Certificates. The Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate shall not be permitted to transfer this Certificate, and the Trustee shall not register any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)

Supplement. The Transferor has entered into Reference is made to the Agreementfurther provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the Series 1997-1 Senior Subordinated Certificates have been issuedrights, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, duties and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder obligations of the Series 1997-1 Senior Subordinated Certificates at Master Issuer and the close of business on the preceding Record Date the amounts provided for in the SupplementTrustee. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register A copy of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at Indenture may be requested from the office or agency maintained Trustee by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory writing to the Trustee at: Citibank, N.A., 38▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Wendy’s Funding, LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Transfer Agent and Registrar (whichIndenture, unless otherwise specified by the Trustee, provisions of the Indenture shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithgovern. Subject to the terms next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the AgreementMaster Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the Transferor may from time to time direct the Trustee, on behalf terms of the Trust, to issue one or more new Series Indenture. Unless the certificate of Senior Subordinated Certificates. The Trustee, authentication hereon has been executed by the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in Trustee whose name appears below by manual signature, this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate Note shall not be permitted entitled to transfer this Certificateany benefit under the Indenture referred to on the reverse hereof, and the Trustee shall not register or be valid or obligatory for any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)purpose.

Supplement. The Transferor has entered into Reference is made to the Agreementfurther provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the Series 1997-1 Senior Subordinated Certificates have been issuedrights, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, duties and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder obligations of the Series 1997-1 Senior Subordinated Certificates at Master Issuer and the close of business on the preceding Record Date the amounts provided for in the SupplementTrustee. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register A copy of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at Indenture may be requested from the office or agency maintained Trustee by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory writing to the Trustee at: Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Wendy’s Funding, LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Transfer Agent and Registrar (whichIndenture, unless otherwise specified by the Trustee, provisions of the Indenture shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithgovern. Subject to the terms next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the AgreementMaster Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the Transferor may from time to time direct the Trustee, on behalf terms of the Trust, to issue one or more new Series Indenture. Unless the certificate of Senior Subordinated Certificates. The Trustee, authentication hereon has been executed by the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in Trustee whose name appears below by manual signature, this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate Note shall not be permitted entitled to transfer this Certificateany benefit under the Indenture referred to on the reverse hereof, and the Trustee shall not register or be valid or obligatory for any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)purpose.

Supplement. The Transferor has entered into Although a summary of certain provisions of the Agreement, Pooling and Servicing Agreement and the Series 19972000-1 Senior Subordinated Certificates have been issuedSupplement is set forth below, with this Certificate does not purport to summarize the intention that Pooling and Servicing Agreement and the Series 19972000-1 Senior Subordinated Supplement and reference is made to the Pooling and Servicing Agreement and the Series 2000-1 Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Pooling and Servicing Agreement and the Series 2000-1 Supplement (without schedules) may be requested from the Trustee by writing to the Trustee at Bankers Trust Company, Four ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust & Agency Group, Structured Finance Team. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement or the Series 2000-1 Supplement, as applicable. The corpus of the Trust includes (i) all Receivables sold, transferred, assigned, set over and otherwise conveyed to the Trust pursuant to Section 2.01 of the Pooling and Servicing Agreement, (ii) all monies due or to become due and all amount received with respect thereto and all proceeds thereof (including "proceeds", as defined in Section 9306 of the UCC as in effect in the State of California), and Miscellaneous Payments, (iii) all monies on deposit in, and Eligible Investments credited to, the Collection Account and (iv) all monies as are from time to time available under any Enhancements. Payments of VBC Monthly Interest, Commitment Fees, Breakage Fees, Administrative Fees, Carryover Interest, Carryover Commitment, Breakage and Administrative Fees and principal of the Variable Base Certificates will qualify under applicable tax law as indebtedness, secured by be made only from amounts allocated and available therefor in accordance with Articles IV and VI of the AdvancesSeries 2000-1 Supplement. The TransferorVariable Base Certificates are not obligations of or guaranteed by Gottschalks Inc., Gottschalks Credit Receivables Corporation, the CertificateholderTrustee or any of their respective affiliates. Subject to the more detailed provisions concerning allocations and distributions with respect to the Variable Base Certificates set forth in the Series 2000-1 Supplement, payments in respect of interest accrued during each Interest Period and Commitment Fees accrued during each Interest Period or portion thereof that is during the related Commitment Period will be made on the 15th day of each calendar month, or if such day is not a Business Day, then on the next succeeding Business Day. Although the Servicer may direct the Trustee to make a Discretionary Prepayment of principal of the Variable Base Certificates on any Business Day (on three days prior notice), principal of the Variable Base Certificates generally will not be payable until the Distribution Date in the first month following the month in which the Controlled Amortization Period commences. Notwithstanding the foregoing, principal of the Variable Base Certificates will be payable on any Distribution Date in a month following the month during which any Early Amortization Event occurs. Interest shall accrue on the VBC Invested Amount from the date of issuance to and including the last day of the first Interest Period and, during each Interest Period thereafter, at the rate of the greater of (i) LIBOR + 2.75% per annum (or if LIBOR cannot be determined as described in the Series 2000-1 Supplement, at the Base Rate plus 2.75% per annum) or (ii) 5.00% per annum, plus, during any Downgrade Period, an additional 0.50% per annum. Commitment Fees will accrue on the portion of the VBC Unfunded Amount allocable to this Variable Base Certificate at the rate of 0.25% per annum during each Interest Period (or portion thereof) that is during the Commitment Period for this Variable Base Certificate. The Commitment Period for this Variable Base Certificate will be the period commencing on the Closing Date and ending on the earliest to occur of: (i) the last day of the Revolving Period and (ii) October 31, 2002; provided that, at least 90 days prior to the end of any Commitment Period, the Trust and the holder of this Variable Base Certificate may agree (but neither is required to agree) to extend the Commitment Period applicable to this Variable Base Certificate for up to an additional 364 days (but not beyond July 31, 2003), in which case, the related Commitment Period will end on the last day of the related Commitment Period as so extended. The holder of this Variable Base Certificate will be required to advance funds in response to requests for drawings only during the Commitment Period applicable to this Variable Base Certificate, and only of all conditions precedent to such drawings are satisfied as of the dates on which such advances are to be made. The VBC Holder, by its acceptance of this Certificate, and each Certificate Owner, by acquiring an interest in this Variable Base Certificate, agrees that if it is offered the right to treat reextend the related Commitment Period and does not agree to any such extension or reextension within the time frame described in Section 6.2(a) of the Supplement, it will sell such unextended Variable Base Certificate to any Person designated by the Depositor at a price not less than the outstanding VBC Principal Balance of such Variable Base Certificate. Payments of principal with respect to the Variable Base Certificates are limited to the unpaid VBC Principal Balance. Principal with respect to the Variable Base Certificates will be payable on Distribution Dates following the commencement of the Controlled Amortization Period or an Early Amortization Period, but Discretionary Prepayments may be made on any Business Day (with three days' notice), and in any case will be made based on the availability of amounts allocable or distributable in respect thereof in accordance with the priorities of payments described in the Pooling and Servicing Agreement and the Series 19972000-1 Senior Subordinated Supplement. If the principal of the Variable Base Certificates as indebtedness secured by has not been paid in full prior to the Advances for purposes of FederalSeptember, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment 2006 Distribution Date, the Paying Agent shall distribute Trustee will use its best efforts to each Holder of sell or cause to be sold Receivables (or interests therein) in an amount equal to the Series 1997-1 Senior Subordinated Certificates at the close of business on the preceding Record Date the amounts provided for interest in the Supplement. Final payment of this Certificate will be made Pool Balance represented by the Variable Base Certificates, subject to certain limitations, and shall immediately deposit the proceeds thereof into the Collection Account for allocation and distribution in the manner set forth in accordance with the Agreement. This Certificate does not represent recourse obligations The Variable Base Certificates are issuable only in minimum denominations of $l00,000 and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentalityintegral multiples of $100,000 in excess thereof. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the The transfer of this Certificate is registrable shall be registered in the Certificate Register of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at the any office or agency maintained by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer transfer, in a form satisfactory to the Trustee and or the Transfer Agent and Registrar (whichRegistrar, unless otherwise specified by the Trustee, shall be in the form attached hereto as Exhibit A) duly executed by the VBC Holder hereof or such VBC Holder's attorney attorney-in-fact, and duly authorized in writingwriting with such signature guaranteed, and thereupon one or more new Series 1997-1 Senior Subordinated Variable Base Certificates of in authorized denominations evidencing the same of like aggregate Undivided Interest amount will be issued to the designated transferee or transferees. As provided in The Depositor has structured the Agreement Pooling and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Subject to the terms and conditions of the Servicing Agreement, the Transferor Series 2000-1 Supplement and the Variable Base Certificates with the intention that the Investor Certificates will qualify under applicable federal, state, local and foreign tax law as indebtedness of the Depositor. The Depositor, the Servicer and each Holder of this Variable Base Certificate agree to treat and to take no action inconsistent with the treatment of this Variable Base Certificate (or any beneficial interest herein) as indebtedness of the Depositor for purposes of federal, state, local and foreign income or franchise taxes and any other tax imposed on or measured by income. Each Holder of this Variable Base Certificate, by acceptance of this Variable Base Certificate, agrees to be bound by the provisions of Section 3.07 of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement and any Supplement may be amended from time to time, in certain circumstances, by the Servicer, the Depositor, the Trustee and (if the Seller is not the Servicer) the Seller without the consent of any of the Certificateholders. The Pooling and Servicing Agreement and any Supplement may also be amended from time to time direct as specified by the Pooling and Servicing Agreement by the Servicer, the Depositor and the Trustee, on behalf upon satisfaction of the TrustRating Agency Condition with the consent of (i) the Holder of the Exchangeable Certificate, if it would be adversely affected by such amendment, and (ii) the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to issue one or more new Series changing in any manner or eliminating or waiving any of Senior Subordinated Certificatesthe provisions of the Pooling and Servicing Agreement or any Supplement or of modifying in any manner the rights of the related Certificateholders. The Trustee, the Paying Agent, the Transfer Agent and Registrar Any such amendment and any agent such consent by the Holder of this Variable Base Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Variable Base Certificate and of any of themVariable Base Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Variable Base Certificate. Other then with respect to the Initial Holder, may treat the Person in whose name this Certificate is registered as may not be acquired or held by or for the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent account of any employee benefit plan or individual retirement account subject to Title I of themERISA or Section 4975 of the Internal Revenue Code, shall be affected or any trust established under any such employee benefit plan or individual retirement account (or established to hold the assets thereof), or any "governmental plan" (as defined in section 3(32) of ERISA or Section 414(d) of the Code) or subject to any law or regulation similar to those contained in Section 406 of ERISA or Section 4975 of the Internal Revenue Code (each such employee benefit plan, individual retirement account and trust, an "ERISA Plan"). No part of the funds used by any notice Person to the contrary except as described in the Agreement. The holder of acquire or hold this Certificate shall not be permitted to transfer this Certificate, may constitute assets (within the meaning of ERISA and the Trustee shall not register any such transfer, unless the Trustee has received applicable rules and regulations) of an investor letter (an "INVESTOR LETTER") from the transferee (1)ERISA Plan. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Supplement. The Transferor has entered into Reference is made to the Agreementfurther provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the Series 1997-1 Senior Subordinated Certificates have been issuedrights, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, duties and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder obligations of the Series 1997-1 Senior Subordinated Certificates at Master Issuer and the close of business on the preceding Record Date the amounts provided for in the SupplementTrustee. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register A copy of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at Indenture may be requested from the office or agency maintained Trustee by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory writing to the Trustee at: Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Planet Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Transfer Agent and Registrar (whichIndenture, unless otherwise specified by the Trustee, provisions of the Indenture shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithgovern. Subject to the terms next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the AgreementMaster Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the Transferor may from time to time direct the Trustee, on behalf terms of the Trust, to issue one or more new Series Indenture. Unless the certificate of Senior Subordinated Certificates. The Trustee, authentication hereon has been executed by the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in Trustee whose name appears below by manual signature, this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate Note shall not be permitted entitled to transfer this Certificateany benefit under the Indenture referred to on the reverse hereof, and the Trustee shall not register or be valid or obligatory for any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)purpose. [Remainder of page intentionally left blank]

Supplement. The Transferor has entered into Except as otherwise defined herein or in the AgreementSeries 1998-3 Supplement, terms defined in Appendix A to the Pooling Agreement have the meanings which such Appendix A assigns to them. This Certificate is subject to the terms, provisions and conditions of, and is entitled to the benefits afforded by, the Pooling Agreement and the Series 19971998-1 Senior Subordinated Certificates 3 Supplement, to which terms, provisions and conditions the Holder of this Certificate by virtue of the acceptance hereof assents and by which the Holder is bound. The Floating Rate Class B Term Certificates, Series 1998-3 are subordinated to the Floating Rate Class A Term Certificates, Series 1998-3, as provided in the Series 1998-3 Supplement. Unless the certificate of authentication hereon shall have been issued, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured executed by or on behalf of Trustee by the Advancesmanual signature of a duly authorized signatory, this Certificate shall not entitle the Holder hereof to any benefit under the Transaction Documents or be valid for any purpose. The This Certificate does not represent a recourse obligation of, or an interest in, Transferor, the Certificateholderany Seller, by Servicer, Trustee or any Affiliate of any of them. By its acceptance of this Certificate, each Holder hereof (a) acknowledges that it is the intent of Transferor, and each Certificate Owneragrees that it is the intent of the Holder that, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or and franchise taxes tax purposes and for purposes of other taxes measured by or imposed on or income, the Series 1998-3 Certificates (including this Certificate) shall be treated as evidence of indebtedness secured by the Transferred Assets and the Trust not be characterized as an association taxable as a corporation, (b) agrees to treat this Certificate for Federal, state and local income and franchise tax purposes and other taxes measured by income. On each Payment Date, or imposed on income as indebtedness and (c) agrees that the Paying Agent shall distribute to each Holder provisions of the Series 1997-1 Senior Subordinated Certificates at Transaction Documents shall be construed to further these intentions of the close of business on the preceding Record Date the amounts provided for in the Supplement. Final payment of this Certificate will be made in the manner set forth in the Agreementparties. This Certificate does not represent recourse obligations of and is not guaranteed by shall be construed in accordance with the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register laws of the Transfer Agent and Registrar upon surrender State of this Certificate for registration Delaware, without regard to its conflict of transfer at the office or agency maintained by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Transfer Agent and Registrar (which, unless otherwise specified by the Trustee, shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writinglaws principles, and thereupon one all obligations, rights and remedies under or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed arising in connection therewith. Subject to the terms and conditions of the Agreement, the Transferor may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of Senior Subordinated Certificates. The Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of with this Certificate shall not be permitted to transfer this Certificate, and determined in accordance with the Trustee shall not register any such transfer, unless laws of the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)State of Delaware.

Supplement. The Transferor has entered into Reference is made to the Agreementfurther provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the Series 1997-1 Senior Subordinated Certificates have been issuedrights, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, duties and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder obligations of the Series 1997-1 Senior Subordinated Certificates at Master Issuer and the close of business on the preceding Record Date the amounts provided for in the SupplementTrustee. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register A copy of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at Indenture may be requested from the office or agency maintained Trustee by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory writing to the Trustee at: Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Planet Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Transfer Agent and Registrar (whichIndenture, unless otherwise specified by the Trustee, provisions of the Indenture shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithgovern. Subject to the terms next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the AgreementMaster Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the Transferor may from time to time direct the Trustee, on behalf terms of the Trust, to issue one or more new Series Indenture. Unless the certificate of Senior Subordinated Certificates. The Trustee, authentication hereon has been executed by the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in Trustee whose name appears below by manual signature, this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate Note shall not be permitted entitled to transfer this Certificateany benefit under the Indenture referred to on the reverse hereof, and the Trustee shall not register or be valid or obligatory for any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)purpose.

Supplement. The Transferor has entered into Except as otherwise defined herein or in the AgreementSeries 1998-3 Supplement, terms defined in Appendix A to the Pooling Agreement have the meanings which such Appendix A assigns to them. This Certificate is subject to the terms, provisions and conditions of, and is entitled to the benefits afforded by, the Pooling Agreement and the Series 19971998-1 Senior Subordinated Certificates 3 Supplement, to which terms, provisions and conditions the Holder of this Certificate by virtue of the acceptance hereof assents and by which the Holder is bound. The Floating Rate Class C Term Certificates, Series 1998-3 are subordinated to the Floating Rate Class A Term Certificates, Series 1998-3 and the Floating Rate Class B Term Certificates, Series 1998-3, as provided in the Series 1998-3 Supplement. Unless the certificate of authentication hereon shall have been issued, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured executed by or on behalf of Trustee by the Advancesmanual signature of a duly authorized signatory, this Certificate shall not entitle the Holder hereof to any benefit under the Transaction Documents or be valid for any purpose. The This Certificate does not represent a recourse obligation of, or an interest in, Transferor, the Certificateholderany Seller, by Servicer, Trustee or any Affiliate of any of them. By its acceptance of this Certificate, each Holder hereof (a) acknowledges that it is the intent of Transferor, and each Certificate Owneragrees that it is the intent of the Holder that, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or and franchise taxes tax purposes and for purposes of other taxes measured by or imposed on or income, the Series 1998-3 Certificates (including this Certificate) shall be treated as evidence of indebtedness secured by the Transferred Assets and the Trust not be characterized as an association taxable as a corporation, (b) agrees to treat this Certificate for Federal, state and local income and franchise tax purposes and other taxes measured by income. On each Payment Date, or imposed on income as indebtedness and (c) agrees that the Paying Agent shall distribute to each Holder provisions of the Series 1997-1 Senior Subordinated Certificates at Transaction Documents shall be construed to further these intentions of the close of business on the preceding Record Date the amounts provided for in the Supplement. Final payment of this Certificate will be made in the manner set forth in the Agreementparties. This Certificate does not represent recourse obligations of and is not guaranteed by shall be construed in accordance with the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register laws of the Transfer Agent and Registrar upon surrender State of this Certificate for registration Delaware, without regard to its conflict of transfer at the office or agency maintained by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Transfer Agent and Registrar (which, unless otherwise specified by the Trustee, shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writinglaws principles, and thereupon one all obligations, rights and remedies under or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed arising in connection therewith. Subject to the terms and conditions of the Agreement, the Transferor may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of Senior Subordinated Certificates. The Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of with this Certificate shall not be permitted to transfer this Certificate, and determined in accordance with the Trustee shall not register any such transfer, unless laws of the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)State of Delaware.

Supplement. The Transferor has entered into Reference is made to the Agreementfurther provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the Series 1997-1 Senior Subordinated Certificates have been issuedrights, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, duties and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder obligations of the Series 1997Co-1 Senior Subordinated Certificates at Issuers and the close of business on the preceding Record Date the amounts provided for in the SupplementTrustee. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register A copy of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at Indenture may be requested from the office or agency maintained Trustee by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory writing to the Trustee at Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Driven Brands. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Transfer Agent and Registrar (whichIndenture, unless otherwise specified by the Trustee, provisions of the Indenture shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithgovern. Subject to the terms following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Agreement, Co-Issuers enforceable in accordance with its terms have been done and performed and have happened in due compliance with all applicable laws and in accordance with the Transferor may from time to time direct the Trustee, on behalf terms of the Trust, to issue one or more new Series Indenture. Unless the certificate of Senior Subordinated Certificates. The Trustee, authentication hereon has been executed by the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in Trustee whose name appears below by manual, facsimile or electronic signature, this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate Note shall not be permitted entitled to transfer any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, each of the Co-Issuers has caused this Certificateinstrument to be signed, and manually or in facsimile, by its Authorized Officer. Date: _________________________ DRIVEN BRANDS FUNDING, LLC, as Co-Issuer By: Name: Title: DRIVEN BRANDS CANADA FUNDING CORPORATION, as Co-Issuer By: Name: Title: This is one of the Series 2022-1 Class A-2 Notes issued under the within mentioned Indenture. CITIBANK, N.A., as Trustee shall not register any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)By: Name: Title: Authorized Signatory

Supplement. The Transferor has entered into Reference is made to the Agreementfurther provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the Series 1997-1 Senior Subordinated Certificates have been issuedrights, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, duties and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder obligations of the Series 1997Co-1 Senior Subordinated Certificates at Issuers and the close of business on the preceding Record Date the amounts provided for in the SupplementTrustee. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register A copy of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at Indenture may be requested from the office or agency maintained Trustee by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory writing to the Trustee at: Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Applebee’s Funding LLC & IHOP Funding LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Transfer Agent and Registrar (whichIndenture, unless otherwise specified by the Trustee, provisions of the Indenture shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithgovern. Subject to the terms next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Agreement, Co-Issuers enforceable in accordance with its terms have been done and performed and have happened in due compliance with all applicable laws and in accordance with the Transferor may from time to time direct the Trustee, on behalf terms of the Trust, to issue one or more new Series Indenture. Unless the certificate of Senior Subordinated Certificates. The Trustee, authentication hereon has been executed by the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in Trustee whose name appears below by manual signature, this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate Note shall not be permitted entitled to transfer this Certificateany benefit under the Indenture referred to on the reverse hereof, and the Trustee shall not register or be valid or obligatory for any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)purpose.

Supplement. The Transferor has entered into Except as otherwise defined herein or in the AgreementSeries 1998-3 Supplement, terms defined in Appendix A to the Pooling Agreement have the meanings which such Appendix A assigns to them. This Certificate is subject to the terms, provisions and conditions of, and is entitled to the benefits afforded by, the Pooling Agreement and the Series 19971998-1 Senior Subordinated Certificates 3 Supplement, to which terms, provisions and conditions the Holder of this Certificate by virtue of the acceptance hereof assents and by which the Holder is bound. Unless the certificate of authentication hereon shall have been issued, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured executed by or on behalf of Trustee by the Advancesmanual signature of a duly authorized signatory, this Certificate shall not entitle the Holder hereof to any benefit under the Transaction Documents or be valid for any purpose. The This Certificate does not represent a recourse obligation of, or an interest in, Transferor, the Certificateholderany Seller, by Servicer, Trustee or any Affiliate of any of them. By its acceptance of this Certificate, each Holder hereof (a) acknowledges that it is the intent of Transferor, and each Certificate Owneragrees that it is the intent of the Holder that, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or and franchise taxes tax purposes and for purposes of other taxes measured by or imposed on or income, the Series 1998-3 Certificates (including this Certificate) shall be treated as evidence of indebtedness secured by the Transferred Assets and the Trust not be characterized as an association taxable as a corporation, (b) agrees to treat this Certificate for Federal, state and local income and franchise tax purposes and other taxes measured by income. On each Payment Date, or imposed on income as indebtedness and (c) agrees that the Paying Agent shall distribute to each Holder provisions of the Series 1997-1 Senior Subordinated Certificates at Transaction Documents shall be construed to further these intentions of the close of business on the preceding Record Date the amounts provided for in the Supplement. Final payment of this Certificate will be made in the manner set forth in the Agreementparties. This Certificate does not represent recourse obligations of and is not guaranteed by shall be construed in accordance with the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register laws of the Transfer Agent and Registrar upon surrender State of this Certificate for registration Delaware, without regard to its conflict of transfer at the office or agency maintained by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Transfer Agent and Registrar (which, unless otherwise specified by the Trustee, shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writinglaws principles, and thereupon one all obligations, rights and remedies under or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed arising in connection therewith. Subject to the terms and conditions of the Agreement, the Transferor may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of Senior Subordinated Certificates. The Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of with this Certificate shall not be permitted to transfer this Certificate, and determined in accordance with the Trustee shall not register any such transfer, unless laws of the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)State of Delaware.

Supplement. The Transferor has entered into Reference is made to the Agreementfurther provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the Series 1997-1 Senior Subordinated Certificates have been issuedrights, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, duties and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder obligations of the Series 1997Co-1 Senior Subordinated Certificates at Issuers and the close of business on the preceding Record Date the amounts provided for in the SupplementTrustee. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register A copy of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at Indenture may be requested from the office or agency maintained Trustee by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory writing to the Trustee at Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Driven Brands. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Transfer Agent and Registrar (whichIndenture, unless otherwise specified by the Trustee, provisions of the Indenture shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithgovern. Subject to the terms following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Agreement, Co-Issuers enforceable in accordance with its terms have been done and performed and have happened in due compliance with all applicable laws and in accordance with the Transferor may from time to time direct the Trustee, on behalf terms of the Trust, to issue one or more new Series Indenture. Unless the certificate of Senior Subordinated Certificates. The Trustee, authentication hereon has been executed by the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in Trustee whose name appears below by manual, facsimile or electronic signature, this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate Note shall not be permitted entitled to transfer any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, each of the Co-Issuers has caused this Certificateinstrument to be signed, and manually or in facsimile, by its Authorized Officer. Date: DRIVEN BRANDS FUNDING, LLC, as Co-Issuer By: Name: Title: DRIVEN BRANDS CANADA FUNDING CORPORATION, as Co-Issuer By: Name: Title: This is one of the Series 2022-1 Class A-2 Notes issued under the within mentioned Indenture. CITIBANK, N.A., as Trustee shall not register any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)By: Name: Title: Authorized Signatory

Supplement. The Transferor has entered into Reference is made to the Agreementfurther provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the Series 1997-1 Senior Subordinated Certificates have been issuedrights, with the intention that the Series 1997-1 Senior Subordinated Certificates will qualify under applicable tax law as indebtedness, secured by the Advances. The Transferor, the Certificateholder, by its acceptance of this Certificate, duties and each Certificate Owner, by acquiring an interest in this Certificate, agrees to treat the Series 1997-1 Senior Subordinated Certificates as indebtedness secured by the Advances for purposes of Federal, state and local income or franchise taxes and for purposes of other taxes imposed on or measured by income. On each Payment Date, the Paying Agent shall distribute to each Holder obligations of the Series 1997Co-1 Senior Subordinated Certificates at Issuers and the close of business on the preceding Record Date the amounts provided for in the SupplementTrustee. Final payment of this Certificate will be made in the manner set forth in the Agreement. This Certificate does not represent recourse obligations of and is not guaranteed by the Transferor, Factors, or any affiliate thereof and is not insured or guaranteed by any governmental agency or instrumentality. This Certificate is limited in right of payment in respect of Collections as more specifically set forth in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register A copy of the Transfer Agent and Registrar upon surrender of this Certificate for registration of transfer at Indenture may be requested from the office or agency maintained Trustee by the Transfer Agent and Registrar in New York, New York, accompanied by a written instrument of transfer in form satisfactory writing to the Trustee at Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Driven Brands Funding, LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Transfer Agent and Registrar (whichIndenture, unless otherwise specified by the Trustee, provisions of the Indenture shall be in the form attached hereto as Exhibit A) duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, a Series 1997-1 Senior Subordinated Certificate may be exchanged for new Series 1997-1 Senior Subordinated Certificates of authorized denominations evidencing the same aggregate Undivided Interests as requested by the Series 1997-1 Senior Subordinated Certificateholder surrendering such Certificate. No service charge may be imposed for any registration of transfer or exchange but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithgovern. Subject to the terms following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Agreement, Co-Issuers enforceable in accordance with its terms have been done and performed and have happened in due compliance with all applicable laws and in accordance with the Transferor may from time to time direct the Trustee, on behalf terms of the Trust, to issue one or more new Series Indenture. Unless the certificate of Senior Subordinated Certificates. The Trustee, authentication hereon has been executed by the Paying Agent, the Transfer Agent and Registrar and any agent of any of them, may treat the Person in Trustee whose name appears below by manual, facsimile or electronic signature, this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by any notice to the contrary except as described in the Agreement. The holder of this Certificate Note shall not be permitted entitled to transfer any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, each of the Co-Issuers has caused this Certificateinstrument to be signed, and manually or in facsimile, by its Authorized Officer. Date: DRIVEN BRANDS FUNDING, LLC, as Co-Issuer By: Name: Title: DRIVEN BRANDS CANADA FUNDING CORPORATION, as Co-Issuer By: Name: Title: This is one of the Series 2024-1 Class A-2 Notes issued under the within mentioned Indenture. CITIBANK, N.A., as Trustee shall not register any such transfer, unless the Trustee has received an investor letter (an "INVESTOR LETTER") from the transferee (1)By: Name: Title: Authorized Signatory