AMENDMENT NO. 4 TO THE AMENDED AND RESTATED BASE INDENTURE

Exhibit 4.5

EXECUTION VERSION

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED BASE INDENTURE

THIS AMENDMENT NO. 4 TO THE AMENDED AND RESTATED BASE INDENTURE, dated and effective as of July 6, 2020 (this “Amendment”), is entered into by and among (i) DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company, as a co-issuer (the “Issuer”), (ii) DRIVEN BRANDS CANADA FUNDING CORPORATION, a Canadian Corporation, as a co-issuer (the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers”) and (iii) CITIBANK, N.A., a national banking association, not in its individual capacity, but solely in its capacity as the trustee under the Indenture referred to below (together with its successor and assigns in such capacity, the “Trustee”). Capitalized terms used and not defined herein shall have the meanings set forth or incorporated by reference in the Indenture.

RECITALS

WHEREAS, the Issuer and the Trustee have entered into the Amended and Restated Base Indenture, dated as of April 24, 2018, as amended by Amendment No. 1 to the Amended and Restated Base Indenture, dated as of March 19, 2019, Amendment No. 2 to the Amended and Restated Base Indenture, dated as of June 15, 2019, and Amendment No. 3 to the Amended and Restated Base Indenture, dated as of September 17, 2019 (as the same may be further amended, supplemented or otherwise modified from time to time exclusive of the Series Supplements thereto, the “Base Indenture”), and the Series 2015-1 Supplement thereto, dated as of July 31, 2015, the Series 2016-1 Supplement thereto, dated as of May 20, 2016, the Series 2018-1 Supplement thereto, dated as of April 24, 2018, the Series 2019-1 Supplement thereto, dated as of March 19, 2019 and the Series 2019-2 Supplement thereto, dated as of September 17, 2019 (each such Series Supplement as may be amended from time to time, together with the Base Indenture and any additional Series Supplements thereto entered into from time to time, the “Indenture”).

WHEREAS, (x) Section 13.1(a) of the Base Indenture provides, among other things, that the Issuer and the Trustee, without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, may at any time, and from time to time, make certain amendments, waivers and other modifications to the Base Indenture, including the types of certain amendments set forth in this Amendment, and (y) Section 13.2(a) of the Base Indenture provides, among other things, that the Issuer and the Trustee, with the consent of the Control Party (acting at the direction of the Controlling Class Representative), may at any time, and from time to time, make certain amendments, waivers and other modifications to the Base Indenture, including the types of amendments set forth in this Amendment (other than those described in clause (x) above).

WHEREAS, the Control Party has granted its consent to this Amendment, as evidenced by its signature and subject to the limitations set forth on its signature page hereto.

WHEREAS, the Canadian Co-Issuer desires to become a Co-Issuer under the Base Indenture, and the Co-Issuers desire to amend the Base Indenture in certain respects, as hereinafter set forth.

1

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

1.    Amendments to the Base Indenture. The Base Indenture, including all annexes and exhibits attached thereto, is hereby amended as reflected in the marked copy of the Base Indenture attached as Exhibit A to this Amendment, with certain of such amendments taking effect upon the Amendment No. 4 Trigger Date.

2.    Effectiveness. This Amendment shall become effective on the date hereof upon the execution and delivery of this Amendment by the signatories hereto.

3.    Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Base Indenture shall remain in full force and effect and each reference to the Base Indenture and words of similar import in the Base Indenture, as amended hereby, shall be a reference to the Base Indenture as amended hereby and as the same may be further amended, supplemented or otherwise modified and in effect from time to time. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Base Indenture other than as set forth herein. This Amendment may not be amended, supplemented or otherwise modified except in accordance with the terms of the Base Indenture. This Amendment constitutes a Supplement pursuant to Section 13.3 of the Base Indenture. This Amendment shall inure to the benefit of and be finding on the respective successors and assigns of the parties hereto, each Noteholder and each other Secured Party.

4.    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

5.    Counterparts. This Amendment may be executed by the parties hereto in several counterparts (including by facsimile, email, electronic signature or other electronic means of communication), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.

6.    Matters relating to the Trustee. The Trustee makes no representations or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the Issuer, or the validity or sufficiency of this Amendment and the Trustee shall not be accountable or responsible for or with respect to nor shall the Trustee have any responsibility for provisions thereof. In entering into this Amendment, the Trustee shall have all of the rights, powers, duties and obligations of the Trustee under the Base Indenture and any other Transaction Document to which the Trustee is party and, for the avoidance of doubt, shall be entitled to the benefit of every provision thereunder relating to the conduct of or affecting the liability of or affording protection to the Trustee.

2

7.    Representations and Warranties. Each party hereto represents and warrants to each other party hereto that this Amendment has been duly and validly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms.

[The remainder of this page is intentionally left blank.]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

Amendment No. 4 to Amended and Restated Base Indenture

Amendment No. 4 to Amended and Restated Base Indenture

CONSENT OF SERVICER, CONTROL PARTY AND CONTROLLING CLASS REPRESENTATIVE:

In accordance with Section 2.4 of the Servicing Agreement, Midland Loan Services, a division of PNC Bank, National Association, as Servicer and in its capacity as Control Party to exercise the rights of the Controlling Class Representative (pursuant to Section 11.1(d) of the Base Indenture), hereby consents to the execution and delivery by the Issuers and the Trustee of this Amendment (but for the avoidance of doubt, will be deemed not to consent to any provisions of this Amendment (including any provisions in the Indenture) to which it is not required to consent under the Base Indenture or Indenture). The Servicer’s consent is granted solely to the extent that the amendment of the Indenture pursuant to this Amendment materially increases the Servicer’s obligations or liabilities, or materially decreases the Servicer’s rights or remedies under the Servicing Agreement, the Indenture or any other Transaction Document, and in each such case, only for such limited purpose.

MIDLAND LOAN SERVICES,

a division of PNC Bank, National Association,

as Control Party, Servicer, and Controlling Class Representative

Amendment No. 4 to Amended and Restated Base Indenture

EXHIBIT A

EXECUTION VERSION—CONFORMED THROUGH SUPPLEMENT NO. 3

CONFORMED THROUGH SUPPLEMENT NO. 4

DRIVEN BRANDS FUNDING, LLC,

as Issuer,

DRIVEN BRANDS CANADA FUNDING CORPORATION,

as Canadian Co-Issuer,

and

CITIBANK, N.A.,

as Trustee and Securities Intermediary

AMENDED AND RESTATED BASE INDENTURE

Dated as of April 24, 2018

TABLE OF CONTENTS

i

ii

iii

iv

v

vi

AMENDED AND RESTATED BASE INDENTURE, dated as of April 24, 2018 (as amended by Amendment No. 1 thereto, dated as of March 19, 2019, as further amended by Amendment No. 2 thereto, dated as of June 15, 2019, as further amended by Amendment No. 3 thereto, dated as of September 17, 2019, as further amended by Amendment No. 4 thereto, dated as of July 6, 2020, and as further amended, supplemented or otherwise modified from time to time, exclusive of any Series Supplements, the “Base Indenture”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a corporation amalgamated under the laws of Canada (the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary.

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee previously entered into that certain Base Indenture, dated as of July 31, 2015 (as amended, restated, supplemented or otherwise modified prior to the date hereofApril 24, 2018, the “Original Base Indenture”), to provide for the issuance from time to time of one or more series of notes (the “Notes”) and amended and restated the Original Base Indenture on April 24, 2018 (as amended, restated, supplemented or otherwise modified prior to July 6, 2020, the “Original Amended and Restated Base Indenture”);

WHEREAS, the Issuer desires to amend and restate the Original Amended and Restated Base Indenture pursuant to Amendment No. 4 to the Original Amended and Restated Base Indenture in the manner set forth herein, and to add the Canadian Co-Issuer as a party to the Original Amended and Restated Base Indenture as a co-issuer and a co-issuer of each Series of Notes previously issued in the manner provided in this Base Indenture, and to provide for the issuance on the Series 2020-1 Closing Date and from time to time thereafter of one or more series of Notes in the manner provided in this Base Indenture and in supplements to this Base Indenture and the Series Supplements hereto; and

WHEREAS, the Issuereach Co-Issuer has duly authorized the execution and delivery of this Base Indenture (and the Amendment No. 4 to the Original Amended and Restated Base Indenture) and all other things necessary to make this Base Indenture a legal, valid and binding agreement of the Issuersuch Co-Issuer, in accordance with its terms, have been done, and the Issuersuch Co-Issuer proposes to do all the things necessary to make the Notes, when executed by the Issuersuch Co-Issuer and authenticated and delivered by the Trustee hereunder and duly issued by the Issuersuch Co-Issuer, the legal, valid and binding obligations of the Issuersuch Co-Issuer as hereinafter provided;

WHEREAS, the Control Party has consented to the amendment and restatement of the Original Amended and Restated Base Indenture as set forth in thisthe Amendment No. 4 to the Original Amended and Restated Base Indenture and the IssuerControl Party and the Trustee hashave received the Officer’sOfficers’ Certificate of the IssuerCo-Issuers and an Opinion of Counsel as described in Section 13.513.6 of the Original Amended and Restated Base Indenture;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders (in accordance with the priorities set forth herein and in any Series Supplement), as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

(a) Capitalized terms used herein (including the preamble and the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Base Indenture Definitions List attached hereto as Annex A (the “Base Indenture Definitions List”), as such Base Indenture Definitions List may beas amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Base Indenture Definitions List”).

(b) Any terms used in the Indenture (including, without limitation, for purposes of Article III) that are defined in the UCC or the PPSA and pertaining to Collateral shall be construed and defined as set forth in the UCC or the PPSA, as applicable, as the context may require, unless otherwise defined in the Indenture.

Section 1.2 Cross-References.

Unless otherwise specified, references in the Indenture and in each other Transaction Document to any Article or Section are references to such Article or Section of the Indenture or such other Transaction Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.3 Accounting and Financial Determinations; No Duplication.

Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of the Indenture or any other Transaction Document, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in the Indenture or such other Transaction Document, in accordance with GAAP. When used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Transaction Documents shall be made without duplication.

Section 1.4 Rules of Construction.

In the Indenture and the other Transaction Documents, unless the context otherwise requires:

(a) the singular includes the plural and vice versa;

(b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture and the other applicable Transaction Documents, as the case may be, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(c) reference to any gender includes the other gender;

(d) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

2

(e) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(f) the word “or” is always used inclusively herein (for example, the phrase “A or B” means “A or B or both”, not “either A or B but not both”), unless used in an “either ... or” construction;

(g) reference to any contract or agreement, including any Transaction Document, means such contract or agreement as amended, restated, amended and restated, supplemented or otherwise modified from time to time; and

(h) with respect to the determination of any period of time, except as otherwise specified, “from” means “from and including” and “to” means “to but excluding”.;

(i) without derogation of the joint and several liability of the Co-Issuers under the Indenture and unless the context otherwise requires, all references to representations, warranties, covenants and agreements of the Canadian Co-Issuer, as to itself and the other Canadian Securitization Entities (as of the Series 2020-1 Closing Date), herein or any other Transaction Document shall be made as of, and from, respectively, the Series 2020-1 Closing Date;

(j) except to the extent otherwise specified in this Base Indenture, for purposes of measuring the quantum of Canadian Dollars that would be expressed in U.S. Dollars on a Weekly Allocation Date, it shall be assumed that any such Canadian Dollar amounts are settled pursuant to a Currency Conversion to U.S. Dollars as of such Weekly Allocation Date, based on the Spot Rate for any Currency Conversion settled for such Weekly Allocation Date or otherwise calculated based on the Deemed Spot Rate;

(k) except to the extent otherwise specified in this Base Indenture, for purposes of measuring the quantum of Canadian Dollars that would be expressed in U.S. Dollars for purposes of computing financial ratios it shall be assumed that any such Canadian Dollar amounts are settled pursuant to a Currency Conversion to U.S. Dollars as of the applicable date of measurement and based on the Deemed Spot Rate as of such date.

ARTICLE II

THE NOTES

Section 2.1 Designation and Terms of Notes.

(a) Each Series of Notes shall be substantially in the form specified in the applicable Series Supplement and shall bear, upon its face, the designation for such Series to which it belongs as selected by the IssuerCo-Issuers, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the applicable Series Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the Authorized Officer of the Issuereach Co-Issuer executing such Notes, as evidenced by execution of such Notes by such Authorized Officer. All Notes of any Series shall, except as specified in the applicable Series Supplement and in this Base Indenture, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and any applicable Series Supplement. The aggregate principal amount of Notes which may be authenticated and delivered under this Base Indenture is unlimited. The Notes of each Series shall be issued in the denominations set forth in the applicable Series Supplement.

3

(b) With respect to the Series 20152019-13 Class A-1 Note Purchase Agreement and any other Class A-1 Note Purchase Agreement entered into by the IssuerCo-Issuers in connection with the issuance of any Class A-1 Notes, whether or not any of the following shall have been specifically provided for in the applicable provision of the Indenture Documents, the following shall be true (except to the extent that the Series Supplement with respect to such Class of Notes or such Class A-1 Note Purchase Agreement provides otherwise):

(i) for purposes of any provision of any Indenture Document relating to any vote, consent, direction, waiver or the like to be given by such Class on any date, with respect to the related Class A-1 Notes Outstanding, the relevant principal amount of such Class A-1 Notes to be used in tabulating the percentage of such Class voting, consenting, directing, waiving or the like will be deemed to be the related Class A-1 Notes Voting Amount;

(ii) for purposes of any provisions of any Indenture Document relating to termination, discharge or the like, such Class shall continue to be deemed Outstanding unless and until all commitments to extend credit under such Class A-1 Note Purchase Agreement have been terminated thereunder and the Outstanding Principal Amount of such Class shall have been reduced to zero; and

(iii) notwithstanding the foregoing, and for the avoidance of doubt, a Series Supplement or such Class A-1 Note Purchase Agreement may provide for different treatment of commitments of a Noteholder of a Class A-1 Note subject to such Series Supplement or such Class A-1 Note Purchase Agreement that has failed to make a payment required to be made by it under the terms of such Class A-1 Note Purchase Agreement, that has provided written notification that it does not intend to make a payment required to be made by it thereunder when due or that has become the subject of an Event of Bankruptcy.

Section 2.2 Notes Issuable in Series.

(a) The Notes may be issued in one or more Series. Each Series of Notes shall be created by a Series Supplement.

(b) So long as each of the certifications described in clause (iii)(I) and clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series may from time to time be executed by the IssuerCo-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least five (5) Business Days (except in the case of the issuance of the Series of Notes on the Series 2015-1 Closing Date) in advance of the related Series Closing Date (which Company Request will be revocable by the IssuerCo-Issuers upon notice to the Trustee no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by the IssuerCo-Issuers to the Trustee and the Control Party, and receipt by the Trustee and the Control Party, of the following:

(i) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series to be authenticated and the Note Rate with respect to such new Series;

4

(ii) a Series Supplement satisfying the criteria set forth in Section 2.3 executed by the IssuerCo-Issuers and the Trustee and specifying the Principal Terms of such new Series;

(iii) in the case of any Additional Notes, if there is one or more Series of Notes Outstanding (apart from such Additional Notes) on the applicable Series Closing Date (unless all Series of Notes Outstanding (apart from such Additional Notes) will be repaid in full from the proceeds of the issuance of the Additional Notes or otherwise on the applicable Series Closing Date):

(A) no Cash Trapping Period is in effect or will commence as a result of the issuance of such Additional Notes;

(B) written confirmation from either the Manager or the IssuerCo-Issuers or their respective Managers that the Rating Agency Condition with respect to the issuance of such Additional Notes has been satisfied;

(C) no Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of such Additional Notes;

(D) no Manager Termination Event has occurred and is continuing or will occur as a result of the issuance of such Additional Notes;

(E) the New Series Pro Forma DSCR is greater than or equal to 2.00:1.00;

(F) the Senior Leverage Ratio and the Driven Brands Leverage Ratio as of the applicable Series Closing Date are each less than or equal to 7.00:1.00 after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes;

(G) the anticipated repayment date for such Additional Notes will not be prior to the anticipated repayment date of any Class of Notes then Outstanding (other than in the case of an issuance of Class A-1 Notes);

(H) the legal final maturity date for such Additional Notes will not be prior to the legal final maturity of any Class of Notes then Outstanding;

(I) one or more Officer’sOfficers’ Certificates, each executed by an Authorized Officer of the Issuereach Co-Issuer, dated as of the applicable Series Closing Date, certifying to the matters set forth in clauses (A) through (H) above and to the effect that:

(1) all conditions precedent with respect to the authentication and delivery of such Additional Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such Additional Notes have been satisfied or waived;

5

(2) the Guarantee and Collateral Agreement isAgreements are in full force and effect as to such Additional Notes;

(3) each of the parties to the Transaction Documents with respect to such Additional Notes has covenanted and agreed in the Transaction Documents that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or, state or Canadian bankruptcy or insolvency or similar law; and

(4) all representations and warranties of the IssuerCo-Issuers in this Base Indenture and the other Transaction Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date in all material respects);

(J) the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents as are required under this Base Indenture or the applicable Series Supplement;

(K) all costs, fees and expenses with respect to the issuance of such new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of such new Series of Notes; and

(L) if such new Series of Notes includes Subordinated Debt, the terms of such new Series of Notes include the Subordinated Debt Provisions to the extent applicable.

(iv) a Tax Opinion, dated the applicable Series Closing Date; provided that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of the issuance of such new Series of Notes or otherwise on the applicable Series Closing Date, only the opinions set forth in clauses (b) and (c) of the definition of “Tax Opinion” will be required to be given in connection with the issuance of such new Series of Notes;

(v) one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the Control Party, dated the applicable Series Closing Date, substantially to the effect that:

(A) all of the instruments described in this Section 2.2(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the related Series Supplement and such new Series of Notes are permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement (except that no such Opinion of Counsel shall be required to be delivered in connection with the issuance of Notes on the Series 2015-1 Closing Date);

6

(B) the related Series Supplement has been duly authorized, executed and delivered by the Issuereach Co-Issuer and constitutes a legal, valid and binding agreement of the Issuersuch Co-Issuer, enforceable against the Issuersuch Co-Issuer in accordance with its terms;

(C) such new Series of Notes have been duly authorized by the Issuereach Co-Issuer, and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be legal, valid and binding obligations of the Issuersuch Co-Issuer, enforceable against the Issuersuch Co-Issuer in accordance with their terms;

(D) none of the Securitization Entities is required to be registered under the Investment Company Act within the meaning of Section 3(a)(1) thereof;

(E) the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral AgreementAgreements on the Collateral remain perfected as required by this Base Indenture and the Guarantee and Collateral AgreementAgreements, and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes;

(F) (x) based on a reasoned analysis, the assets and liabilities of each U.S. Securitization Entity as a debtor in a bankruptcy proceeding in the United States would not be substantively consolidated with the assets and liabilities of Parent or the U.S. Manager, and (y) based on a reasoned analysis, the assets and liabilities of each Canadian Securitization Entity as a debtor in a bankruptcy or insolvency proceeding in Canada would not be substantively consolidated with the assets and liabilities of Parent or the Canadian Manager;

(G) neither the execution and delivery by the Issuereach Co-Issuer of such Notes and the Series Supplement nor the performance by the Issuersuch Co-Issuer of its respective obligations under each of such Notes and the Series Supplement (i) conflicts with the Charter Documents of the Issuersuch Co-Issuer, (ii) constitutes a violation of, or a default under, any material agreement to which the Issuersuch Co-Issuer is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to the Issuersuch Co-Issuer (which orders and decrees may be set forth in a schedule to such opinion);

(H) neither the execution and delivery by the Issuereach Co-Issuer of such Notes and the Series Supplement nor the performance by the Issuersuch Co-Issuer of its respective payment obligations under each of such Notes and the Series Supplement (i) violates any law, rule or regulation of any relevant jurisdiction or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made;

(I) there is no action, proceeding or investigation pending or threatened against Parent or any of its Subsidiaries before any court or administrative agency that may reasonably be expected to have a Material Adverse Effect on the business or assets of the Securitization Entities;

7

(J) unless such Notes are being offered pursuant to a registration statement that has been declared effective under the Securities Act, it is not necessary in connection with the offer and sale of such Notes by the IssuerCo-Issuers to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the Securities Act; and

(K) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture (except that no such Opinion of Counsel relating to the satisfaction of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Series 2015-1 Closing Date);

(vi) one or more Officer’sOfficers’ Certificates, each executed by an Authorized Officer of the Issuereach Co-Issuer, dated as of the applicable Series Closing Date to the effect that:

(A) the related Series Supplement has been duly authorized, executed and delivered by the Issuersuch Co-Issuers and constitutes a legal, valid and binding agreement of the Issuersuch Co-Issuer, enforceable against the Issuersuch Co-Issuer in accordance with its terms; and

(B) all conditions precedent to such issuance have been satisfied and the related Series Supplement is authorized or permitted pursuant to the terms and conditions of the Indenture; and

(vii) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

(c) Upon satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of the conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Additional Notes upon execution thereof by the IssuerCo-Issuers.

(d) With regard to any new Series of Notes issued pursuant to this Section 2.2, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes and Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid; provided that at any time on or after the Series Anticipated Repayment Date for any Series of Notes, the proceeds from the issuance of Subordinated Notes may only be used to repay Senior Notes, Senior Subordinated Notes or all Outstanding Classes of Senior Notes and Senior Subordinated Notes.

(e) The issuance of Additional Notes shall not be subject to the consent of the Holders of any Series of Notes Outstanding. Additional Notes may be issued for any purpose consistent with the Transaction Documents, including acquisitions and refinancings of acquisitions by the Securitization Entities.

8

Section 2.3 Series Supplement for Each Series.

In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation:

(a) its name or designation;

(b) the Initial Principal Amount with respect to such Series;

(c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate;

(d) the Series Closing Date;

(e) the Series Anticipated Repayment Date, if any;

(f) the Series Legal Final Maturity Date;

(g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing Agency, if any;

(j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein;

(k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series;

(l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass;

(m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated;

(n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon;

(o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes;

(p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and

(q) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

9

Section 2.4 Execution and Authentication.

(a) The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuereach Co-Issuer by an Authorized Officer of the Issuersuch Co-Issuer and delivered by the IssuerCo-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of such Authorized OfficerOfficers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuera Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

(b) At any time and from time to time after the execution and delivery of this Base Indenture, the IssuerCo-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the IssuerCo-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.

(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual, facsimile, or electronic signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”) if applicable, if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form:

“This is one of the Notes of a Series issued under the within mentioned Indenture.

(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.

(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCo-Issuers, and a Co-Issuer (or the IssuerCo-Issuers) shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the IssuerCo-Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Section 2.5 Registrar and Paying Agent.

(a) The IssuerCo-Issuers shall (i) maintain an office or agency in the United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) appoint a paying agent (which shall satisfy the eligibility criteria set forth in Section 10.8(a)) (the

10

“Paying Agent”) at whose office or agency Notes may be presented for payment. The Registrar shall keep a register of the Notes (including the name and address of each such Noteholder) and of their transfer and exchange. The Trustee shall indicate in its books and records the commitment of each Noteholder, if applicable, and the principal amount owing to each Noteholder from time to time. The IssuerCo-Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” shall include any additional paying agent, and the term “Registrar” shall include any co-registrars. The IssuerCo-Issuers may change the Paying Agent or the Registrar without prior notice to any Noteholder. The IssuerCo-Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Base Indenture. The Trustee is hereby initially appointed as the Registrar and the Paying Agent and shall send copies of all notices and demands received by the Trustee (other than those sent by the IssuerCo-Issuers to the Trustee and those addressed to the IssuerCo-Issuers) in connection with the Notes to the IssuerCo-Issuers. Upon any resignation or removal of the Registrar, the IssuerCo-Issuers shall promptly appoint a successor Registrar or, in the absence of such appointment, the Issuer (on behalf of itself and as agent for the Canadian Co-Issuer) shall assume the duties of the Registrar.

(b) The IssuerCo-Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Base Indenture. Such agency agreement shall implement the provisions of this Base Indenture that relate to such Agent. If the Issuer failsCo-Issuers fail to maintain a Registrar or the Co-Issuers fail to maintain a Paying Agent, the Trustee hereby agrees to act as such, and shall be entitled to appropriate compensation in accordance with this Base Indenture until the IssuerCo-Issuers shall appoint aone or more replacement Registrar or Paying Agent, as applicable.

Section 2.6 Paying Agent to Hold Money in Trust.

(a) The IssuerCo-Issuers will cause the Paying Agent (if the Paying Agent is not the Trustee) to execute and deliver to the Trustee an instrument in which the Paying Agent shall agree with the Trustee (and if the Trustee is the Paying Agent, it hereby so agrees), subject to the provisions of this Section 2.6, that the Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any defaultDefault by the IssuerCo-Issuers of which it has Actual Knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by the Paying Agent;

(iv) immediately resign as the Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

(v) comply with all requirements of the Code, the Tax Act and other applicable tax law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

11

(b) The IssuerCo-Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, by Company Order direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such sums to be held by the Trustee in trust upon the same terms as those upon which the sums were held in trust by the Paying Agent. Upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money.

(c) Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or the Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the IssuerCo-Issuers upon delivery of a Company Request, which payment shall be made to each Co-Issuer based on its contribution of such funds. The Holder of such Note shall thereafter, as an unsecured general creditor, look only to the IssuerCo-Issuers for payment thereof (but only to the extent of the amounts so paid to the IssuerCo-Issuers), and all liability of the Trustee or the Paying Agent with respect to such trust money paid to the IssuerCo-Issuers shall thereupon cease; provided, however, that the Trustee or the Paying Agent, before being required to make any such repayment, may, at the expense of the IssuerCo-Issuers, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, in newspapers published in the English or French language, customary published on each Business Day and of general circulation in Toronto or Montreal, respectively, and in a newspaper customarily published on each Business Day and of general circulation in London and Luxembourg (if the related Series of Notes has been listed on the Luxembourg Stock Exchange), if applicable, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the IssuerCo-Issuers. The Trustee may also adopt and employ, at the expense of the IssuerCo-Issuers, any other commercially reasonable means of notification of such repayment.

Section 2.7 Noteholder List.

(a) The Trustee will furnish or cause to be furnished by the Registrar to the IssuerCo-Issuers, the ManagerManagers, the Control Party, the Controlling Class Representative or the Paying Agent, within five (5) Business Days after receipt by the Trustee of a request therefor from the IssuerCo-Issuers, the ManagerManagers, the Control Party, the Controlling Class Representative or the Paying Agent, respectively, in writing, the names and addresses of the Noteholders of each Series as of the most recent Record Date for payments to such Noteholders. Every Noteholder, by receiving and holding a Note, agrees that none of the Trustee, the Registrar, the Issuereither Co-Issuer, the Servicer, the Controlling Class Representative nor any of their respective agents shall be held accountable by reason of any disclosure of any such information as to the names and addresses of the Noteholders in the Note Register.

(b) The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders of each Series of Notes. If the Trustee is not the Registrar, the IssuerCo-Issuers shall furnish to the Trustee at least seven (7) Business Days before each Quarterly Payment Date and at such other time as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders of each Series of Notes.

Section 2.8 Transfer and Exchange.

(a) Upon surrender for registration of transfer of any Note at the office or agency of the Registrar, if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met,

12

the IssuerCo-Issuers shall execute and, after the Issuer hasCo-Issuers have executed, the Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Series and Class (and, if applicable, Subclass) and a like original aggregate principal amount of the Notes so transferred. At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series and Class in authorized denominations of like original aggregate principal amount of the Notes so exchanged, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met, the IssuerCo-Issuers shall execute and, after the Issuer hasCo-Issuers have executed, the Trustee shall authenticate and deliver to the Noteholder the Notes which the Noteholder making the exchange is entitled to receive.

(b) Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee, the IssuerCo-Issuers and the Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing with a medallion signature guarantee and (ii) accompanied by such other documents as the Trustee and the Registrar may require to document the identities and/or signatures of the transferor and the transferee. The IssuerCo-Issuers shall execute and deliver to the Trustee or the Registrar, as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under the Indenture and the Notes.

(c) All Notes issued and authenticated upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuereach Co-Issuer, evidencing the same indebtedness, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.

(d) The preceding provisions of this Section 2.8 notwithstanding, (i) the Trustee, the IssuerCo-Issuers or the Registrar, as the case may be, shall not be required (A) to issue, register the transfer of or exchange any Note of any Series for a period beginning at the opening of business fifteen (15) days preceding the selection of any Series of Notes for redemption and ending at the close of business on the day of the mailing of the relevant notice of redemption or (B) to register the transfer of or exchange any Note so selected for redemption, and (ii) no assignment or transfer of a Note or any commitment in respect thereof shall be effective until such assignment or transfer shall have been recorded in the Note Register and in the books and records of the Trustee, as applicable, pursuant to Section 2.5(a).

(e) No service charge shall be payable for any registration of transfer or exchange of Notes, but the Registrar or the Trustee, as the case may be, may require payment by the Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes.

(f) Unless otherwise provided in the applicable Series Supplement, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be set forth in the applicable Series Supplement) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.13, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, or to a successor Clearing Agency for such Series selected or approved by the IssuerCo-Issuers or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.12.

13

(g) If the Notes of any Series are listed on the Luxembourg Stock Exchange, the Trustee or the Luxembourg Agent, as the case may be, shall send to the IssuerCo-Issuers upon any transfer or exchange of any such Note information reflected in the copy of the register for the Notes maintained by the Registrar or the Luxembourg Agent, as the case may be.

Section 2.9 Persons Deemed Owners.

Prior to due presentment for registration of transfer of any Note, the Trustee, the Servicer, the Controlling Class Representative, any Agent and the IssuerCo-Issuers may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever (other than purposes in which the vote or consent of a Note Owner is expressly required pursuant to this Base Indenture or the applicable Series Supplement), whether or not such Note is overdue, and none of the Trustee, the Servicer, the Controlling Class Representative, any Agent nor the IssuerCo-Issuers shall be affected by notice to the contrary.

Section 2.10 Replacement Notes.

(a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the IssuerCo-Issuers and the Trustee such security or indemnity as may be required by them to hold the IssuerCo-Issuers and the Trustee harmless., then, provided that the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met, the IssuerCo-Issuers shall execute and, upon its request, the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven (7) days shall be, due and payable, instead of issuing a replacement Note, the IssuerCo-Issuers may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the IssuerCo-Issuers and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the IssuerCo-Issuers or the Trustee in connection therewith.

(b) Upon the issuance of any replacement Note under this Section 2.10, the IssuerCo-Issuers may require the payment by the Holder of such Note of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith.

(c) Every replacement Note issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerCo-Issuers and such replacement Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued under the Indenture (in accordance with the priorities and other terms set forth herein and in each applicable Series Supplement).

14

(d) The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.11 Treasury Notes.

In determining whether the Noteholders of the required Aggregate Outstanding Principal Amount of Notes or the required Outstanding Principal Amount of any Series or any Class of any Series of Notes, as the case may be, have concurred in any direction, waiver or consent, Notes owned, legally or beneficially, by the Issuera Co- Issuer or any Affiliate of the Issuera Co-Issuer shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which a Trust Officer has received written notice of such ownership shall be so disregarded. Absent written notice to a Trust Officer of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual Note Owners.

Section 2.12 Book-Entry Notes.

(a) Unless otherwise provided in any applicable Series Supplement, the Notes of each Class of each Series, upon original issuance, shall be issued in the form of typewritten Notes representing Book-Entry Notes and delivered to the depository (or its custodian) specified in such Series Supplement (the “Depository”) which shall be the Clearing Agency on behalf of such Series or such Class. The Notes of each Class of each Series shall, unless otherwise provided in the applicable Series Supplement, initially be registered on the Note Register in the name of the Clearing Agency or the nominee of the Clearing Agency. No Note Owner will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.13. Unless and until definitive, fully registered Notes of any Series or any Class of any Series (“Definitive Notes”) have been issued to Note Owners pursuant to Section 2.13:

(i) the provisions of this Section 2.12 shall be in full force and effect with respect to each such Series;

(ii) the IssuerCo-Issuers, the Paying Agent, the Registrar, the Trustee, the Servicer and the Controlling Class Representative may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of, premium, if any, and interest on the Notes and the giving of instructions or directions hereunder or under the applicable Series Supplement) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of the Indenture, the provisions of this Section 2.12 shall control with respect to each such Class or Series of the Notes;

(iv) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for the rights granted pursuant to Section 11.5, the rights of Note Owners of each such Class or Series of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions,

15

notices, reports and statements to the Clearing Agency, as registered holder of the Notes of such Series for distribution to the Note Owners in accordance with the procedures of the Clearing Agency; and

(v) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for rights granted pursuant to Section 11.5, whenever the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the Outstanding Principal Amount of a Series or Class of a Series of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Outstanding Notes or such Series or such Class of such Series of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Trustee.

(b) Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants.

(c) Whenever notice or other communication to the Noteholders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and the IssuerCo-Issuers shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency.

Section 2.13 Definitive Notes.

(a) The Notes of any Series or Class of any Series, to the extent provided in the related Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. All Class A-1 Notes of any Series shall be issued in the form of Definitive Notes. The applicable Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable.

(b) With respect to the Notes of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Issuer advisesCo-Issuers advise the Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Trustee or the IssuerCo-Issuers are unable to locate a qualified successor or (ii) after the occurrence of a Rapid Amortization Event, with respect to any Series of Notes Outstanding, Note Owners holding a beneficial interest in excess of 50% of the aggregate Outstanding Principal Amount of such Series of Notes advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of such Note Owners, in each case, the Trustee shall notify all Note Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series. Upon surrender to the Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, the IssuerCo-Issuers shall execute and the Trustee shall authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes in accordance with the instructions of the Clearing Agency. Neither the IssuerCo-Issuers nor the Trustee shall be liable for any delay in delivery of such instructions and may each

16

conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series of Notes, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series as Noteholders of such Series hereunder and under the applicable Series Supplement.

Section 2.14 Cancellation.

The IssuerCo-Issuers may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuera Co-Issuer or an Affiliate thereof may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. Immediately upon the delivery of any Notes by the IssuerCo-Issuers to the Trustee for cancellation pursuant to this Section 2.14, the security interest of the Secured Parties in such Notes shall automatically be deemed to be released by the Trustee, and the Trustee shall execute and deliver to the IssuerCo-Issuers any and all documentation reasonably requested and prepared by the Issuer at itsCo-Issuers at their expense to evidence such automatic release. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Except as provided in any Note Purchase Agreement executed and delivered in connection with the issuance of any Series or any Class of any Series of Notes, the IssuerCo-Issuers may not issue new Notes to replace Notes that it hasthe Co-Issuers have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless the IssuerCo-Issuers shall direct that cancelled Notes be returned to iteither Co-Issuer for destruction pursuant to a Company Order. No cancelled Notes may be reissued. No provision of this Base Indenture or any Supplement that relates to prepayment procedures, penalties, fees, make-whole payments or any other related matters shall be applicable to any Notes cancelled pursuant to and in accordance with this Section 2.14.

Section 2.15 Principal and Interest.

(a) The principal of and premium, if any, on each Series of Notes shall be due and payable at the times and in the amounts set forth in the applicable Series Supplement and in accordance with the Priority of Payments.

(b) Each Series of Notes shall accrue interest as provided in the applicable Series Supplement and such interest shall be due and payable for such Series on each Quarterly Payment Date in accordance with the Priority of Payments.

(c) Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Quarterly Payment Date for such Note shall be entitled to receive the principal, premium, if any, and interest payable on such Quarterly Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable.

(d) Pursuant to the authority of the Paying Agent under Section 2.6(a)(v), except as otherwise provided pursuant to any Class A-1 Note Purchase Agreement to the extent that the Paying Agent has been notified in writing of such exception by the IssuerCo-Issuers or the applicable Class A-1 Administrative Agent, the Paying Agent shall make all payments of interest on the Notes net of any applicable withholding taxes and Noteholders shall be treated as having received as payments of interest any amounts withheld with respect to such withholding taxes.

17

(e) For the purpose of disclosure pursuant to the Interest Act (Canada) as-applied to the Canadian Co-Issuer, the yearly rate of interest to which any rate of interest payable under the Indenture that is calculated on any basis other than a full calendar year is equivalent may be determined by multiplying such rate by a fraction the numerator of which is the actual number of days in the calendar year in which such yearly rate of interest is to be ascertained and the denominator of which is the number of days comprising such other basis. The rates of interest stipulated in the Indenture or in any of the Notes as-applied to the Canadian Co-Issuer are intended to be nominal rates and not effective rates or yields. The principle of deemed reinvestment of interest as-applied to the Canadian Co-Issuer shall not apply to any interest calculation under the Indenture or under the Notes.

(f) If any provision of the Indenture would oblige the Co-Issuers to make any payment of interest or other amount payable to any Noteholder in an amount or calculated at a rate which would be prohibited by Requirements of Law or would result in a receipt by that Noteholder of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Requirements of Law or so result in a receipt by that Noteholder of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Noteholder which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

Section 2.16 Tax Treatment.

The Issuer hasCo-Issuers have structured this Base Indenture and the Notes have been (or will be) issued with the intention that the Notes will qualify under applicable tax law in the United States as indebtedness of the IssuerCo-Issuers or, if the Issuera Co-Issuer is treated as a division of another entity for applicable tax purposes, such other entity, and any entity acquiring any direct or indirect interest in any Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) for all purposes of federal, state, provincial, territorial and local and other income or franchise taxes, and any other tax imposed on or measured by income, as indebtedness of the IssuerCo-Issuers or, if the Issuera Co-Issuer is treated as a division of another entity for applicable tax purposes, such other entity.

ARTICLE III

SECURITY

Section 3.1 Grant of Security Interest.

(a) To secure theits Obligations, the Issuereach Co-Issuer (as of the date such Co-Issuer became party to this Base Indenture) hereby pledges, mortgages, charges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in the Issuer’ssuch Co-Issuer’s right, title and interest in, to and under all of the following property to the extent now owned or at any time hereafter acquired by the Issuersuch Co-Issuer (collectively, the “Indenture Collateral”):

18

(i) the Equity Interests of any Person (including, without limitation, Franchisor Holdco, SPV Product Sales Holder, Radiator Product Sales Holder and, Take 5 Properties) owned by the Issuer, FUSA Properties, the Canadian SPV Franchising Entity LPs, Driven Canada Product Sourcing, Driven Canada Claims Management and the Canadian Securitization Entity GPs) owned by such Co-Issuer and all rights as a member, shareholder or partner of each such Person under the Charter Documents of each such Person;

(ii) the Accounts of such Co-Issuer and all amounts on deposit in or otherwise credited to thesuch Accounts;

(iii) any rights in and to any Interest Reserve Letter of Credit;

(iv) the books and records (whether in physical, electronic or other form) of the Issuersuch Co-Issuer;

(v) the rights, powers, remedies and authorities of the Issuersuch Co-Issuer under each of the Transaction Documents (other than the Indenture and the Notes) to which it is a party;

(vi) to the extent contributed to the Issuersuch Co-Issuer, all real and personal property of any Securitization-Owned Locations;

(vii) any and all other property of the Issuersuch Co-Issuer now or hereafter acquired, including, without limitation, all accounts (including, without limitation, the rights to receive payments under short-term notes in respect of delinquent royalty payments from Franchisees), chattel paper, commercial tort claims, deposit accounts, futures accounts, documents, documents of title, equipment, fixtures, general intangibles, intangibles, health-care-insurance receivables, instruments, inventory, securities, securities accounts and other investment property and letter-of-credit rights; and

(viii) all payments, proceeds, supporting obligations and accrued and future rights to payment with respect to the foregoing;

provided that (A) the Indenture Collateral shall exclude the Collateral Exclusions; (B) the IssuerCo-Issuers shall not be required to pledge, and the Collateral shall not include, more than 65% of the Voting Equity Interests (and any rights associated with such Voting Equity Interests) of any foreign Subsidiary of any of the IssuerCo-Issuers that is a corporation for United States federal income tax purposes (other than the Canadian Securitization Entities); (C) the security interest in (1) the Senior Notes Interest Reserve AccountAccounts, the Series Distribution AccountAccounts with respect to the Senior Notes and the funds or securities deposited therein or credited thereto shall only be for the benefit of the Senior Noteholders and the Trustee, in its capacity as trustee for the Senior Noteholders, (2) the Senior Subordinated Notes Interest Reserve AccountAccounts, the Series Distribution AccountAccounts with respect to the Senior Subordinated Notes and the funds or securities deposited therein or credited thereto shall only be for the benefit of the Senior Subordinated Noteholders and the Trustee, in its capacity as trustee for the Senior Subordinated Noteholders, (3) the Series Distribution AccountAccounts with respect to the Subordinated Notes and the funds or securities deposited therein or credited thereto shall only be for the benefit of the Subordinated Noteholders and the Trustee, in its capacity as trustee for the Subordinated Noteholders, (4) each Pre-Funding Account and the funds or securities deposited therein or credited thereto shall only be for the benefit of the applicable Noteholders identified in the Series Supplement establishing such Pre-Funding Account and (5) each Pre-Funding Reserve Account and the funds or securities deposited therein or credited thereto shall only be for the benefit of the applicable

19

Noteholders identified in the Series Supplement establishing such Pre-Funding Reserve Account; and (D) any cash collateral deposited by any Non-Securitization Entities with the Issuera Co-Issuer to secure such Non-Securitization Entities’ obligations under any Letter of Credit Reimbursement Agreement will not constitute Indenture Collateral until such time (if any) as the Issuersuch Co-Issuer is entitled to withdraw such funds from the applicable bank account pursuant to the terms of such Letter of Credit Reimbursement Agreement to reimburse the Issuersuch Co-Issuer for any amounts due by such Non-Securitization Entities to the Issuersuch Co-Issuer pursuant to such Letter of Credit Reimbursement Agreement that such Non-Securitization Entities have not paid to the Issuersuch Co-Issuer in accordance with the terms thereof. The Trustee, on behalf of the Secured Parties, acknowledges that it shall have no security interest in any Collateral Exclusions. If the grant of the security interests hereunder by the Canadian Co-Issuer with respect to any contract, Intellectual Property or Permit would result in the termination or breach of such contract, Intellectual Property or Permit or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such contract, Intellectual Property or Permit shall not be subject to the security interests granted hereunder but shall be held in trust by the Canadian Co-Issuer for the benefit of the Trustee (for its own benefit and for the benefit of the other Secured Parties) and, on the exercise by the Trustee of any of its rights or remedies under this Base Indenture following an Event of Default shall be assigned by the Canadian Co-Issuer as directed by the Trustee; provided that: (x) the security interests granted hereunder shall attach to such contract, Intellectual Property or Permit, or applicable portion thereof, immediately at such time as the condition causing such termination or breach is remedied, and (y) if a term in a contract that prohibits or restricts the grant of the security interests granted hereunder in the whole of an Account or Chattel Paper forming part of the Indenture Collateral is unenforceable against the Trustee under applicable law, then the exclusion from the security interests set out above shall not apply to such Account or Chattel Paper. In addition, the security interests granted hereunder do not attach to consumer goods (as defined in the PPSA) or extend to the last day of the term of any lease or agreement for lease of real property. Such last day shall be held by the Canadian Co-Issuer in trust for the Trustee (for its own benefit and for the benefit of the other Secured Parties) and, on the exercise by the Trustee of any of its rights or remedies under this Agreement following an Event of Default, shall be assigned by the Canadian Co-Issuer as directed by the Trustee. For greater certainty, no Intellectual Property in any trade-▇▇▇▇, get-up or trade dress is presently assigned to the Trustee by sole virtue of the grant of the security interests contained herein.

(b) The foregoing grant is made by each Co-Issuer in trust to secure the Obligations and to secure compliance by the Co-Issuers with the provisions of this Base Indenture and any Series Supplements, all as provided in this Base Indenture. The Trustee, on behalf of the Secured Parties, acknowledges such grant, accepts the trusts under this Base Indenture in accordance with the provisions of this Base Indenture and agrees to perform its duties required in this Base Indenture. The Indenture Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or in the applicable provisions of this Base Indenture).

(c) The parties hereto agree and acknowledge that each certificated Equity Interest may be held by a custodian on behalf of the Trustee.

(d) Each Co-Issuer confirms that value has been given by the Secured Parties to such Co-Issuer, that such Co-Issuer has rights in its Indenture Collateral existing at the date of this Base Indenture and that such Co-Issuer and the Trustee have not agreed to postpone the time for attachment of the security interests granted pursuant to Section 3.1(a) to any of the Indenture Collateral of such Co-Issuer. The security interests granted pursuant to Section 3.1(a) with respect to the Indenture Collateral of the Canadian Co-Issuer created by this Base Indenture shall have effect and be deemed to be effective whether or not the Obligations of the Canadian Co-Issuer or any part thereof are owing or in existence

20

before or after or upon the date of this Base Indenture. Neither the execution and delivery of this Base Indenture nor the provision of any financial accommodation by any Secured Party shall oblige any Secured Party to make any financial accommodation or further financial accommodation available to the Canadian Co-Issuer or any other Person.

Section 3.2 Certain Rights and Obligations of the Issuer Unaffected.

(a) Notwithstanding the grant of the security interest in the Indenture Collateral hereunder to the Trustee, on behalf of the Secured Parties, the Issuereach Co-Issuer acknowledges that the U.S. Manager, on behalf of the applicableIssuer and the Service Recipients organized in the United States or any State thereof, and the Canadian Manager, on behalf of the Canadian Co-Issuer and the Service Recipients organized in Canada or any province or territory thereof, shall, subject to the terms and conditions of the applicable Management Agreement, nevertheless have the right, subject to the Trustee’s right to revoke such right, in whole or in part, in the event of the occurrence of an Event of Default, (i) to give, in accordance with the applicable Managing Standard, all consents, requests, notices, directions, approvals, extensions and waivers, if any, which are required or permitted to be given by the Issuersuch Co-Issuer under the Collateral Documents, and to enforce all rights, remedies, powers, privileges and claims of the Issuersuch Co-Issuer under the Collateral Documents, (ii) to give, in accordance with the applicable Managing Standard, all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given by the Issuersuch Co-Issuer under any IP License Agreement to which the Issuersuch Co-Issuer is a party and (iii) to take any other actions required or permitted under the terms of the applicable Management Agreement.

(b) The grant of the security interest by the Issuereach Co-Issuer in the Indenture Collateral to the Trustee on behalf of the Secured Parties shall not (i) relieve the Issuersuch Co-Issuer from the performance of any term, covenant, condition or agreement on the Issuer’ssuch Co-Issuer’s part to be performed or observed under or in connection with any of the Collateral Documents or (ii) impose any obligation on the Trustee or any of the other Secured Parties to perform or observe any such term, covenant, condition or agreement on the Issuer’ssuch Co-Issuer’s part to be so performed or observed or impose any liability on the Trustee or any of the other Secured Parties for any act or omission on the part of the Issuersuch Co-Issuer or from any breach of any representation or warranty on the part of the Issuersuch Co-Issuer.

(c) The IssuerEach Co-Issuer hereby, jointly and severally, agrees to indemnify and hold harmless the Trustee and each other Secured Party (including their respective directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the security interest granted hereby, whether arising by virtue of any act or omission on the part of such Co-Issuer, the Issuerother Co-Issuer or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any other Secured Party in enforcing the Indenture or any other Transaction Document or preserving any of its rights to, or realizing upon, any of the Collateral; provided, however, that the foregoing indemnification shall not extend to any action by the Trustee or any other Secured Party which constitutes gross negligence, bad faith or willful misconduct by the Trustee or such other Secured Party or any other indemnified person hereunder. The indemnification provided for in this Section 3.2 shall survive the removal of, or a resignation by, any Person as Trustee as well as the termination of this Base Indenture or any Series Supplement.

Section 3.3 Performance of Collateral Documents.

Upon the occurrence of a default or breach (after giving effect to any applicable grace or cure periods) by any Person party to (a) a Transaction Document or (b) a Franchise Document (only if a

21

Manager Termination Event with respect to the Manager of the related Co-Issuer or an Event of Default has occurred and is continuing), promptly following a request from the Trustee to do so and at the Issuer’sCo-Issuers’ expense, the Issuereach Co-Issuer agrees to take all such lawful action as permitted under this Base Indenture as the Trustee (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) may reasonably request to compel or secure the performance and observance by such Person of its obligations to the Issuersuch Co-Issuer, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuersuch Co-Issuer to the extent and in the manner directed by the Trustee (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)), including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by such Person of its obligations thereunder. If (i) the Issuereither Co-Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee, to take commercially reasonable action to accomplish such directions of the Trustee, (ii) the Issuerany such Co-Issuer refuses to take any such action, as reasonably determined by the Trustee in good faith, or (iii) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, in any such case the Control Party (at the direction of the Controlling Class Representative) may, but shall not be obligated to, take, and the Trustee shall take (if so directed by the Control Party (at the direction of the Controlling Class Representative)), at the expense of the IssuerCo-Issuers, such previously directed action and any related action permitted under this Base Indenture which the Control Party (at the direction of the Controlling Class Representative) thereafter determines is appropriate (without the need under this provision or any other provision under this Base Indenture to direct the Issuereither Co-Issuer to take such action), on behalf of the IssuerCo-Issuers and the Secured Parties.

Section 3.4 Stamp, Other Similar Taxes and Filing Fees.

The IssuerEach Co-Issuer shall, jointly and severally, indemnify and hold harmless the Trustee and each other Secured Party from any present or future claim for liability for any stamp, documentary or other similar tax, and any penalties or interest and expenses with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture, any other Transaction Document or any Indenture Collateral. The IssuerEach Co-Issuer shall, jointly and severally, pay, and indemnify and hold harmless each Secured Party against, any and all amounts in respect of all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture or any other Transaction Document.

Section 3.5 Authorization to File Financing Statements.

(a) The IssuerEach Co-Issuer hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The IssuerEach Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. The IssuerEach Co-Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. The IssuerEach Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof.

22

(b) The IssuerEach Co-Issuer acknowledges that the Indenture Collateral includes certain rights of the Issuersuch Co-Issuer as a secured party under the Transaction Documents. The IssuerEach Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.

(c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Section 3.6 ULC Shares.

The Canadian Co-Issuer acknowledges that certain of the Indenture Collateral of the Canadian Co-Issuer may in the future consist of ULC Shares, and that neither the Trustee nor any other Secured Party shall under any circumstances prior to realization thereon be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Base Indenture or any other Transaction Document, where the Canadian Co-Issuer is the registered owner of ULC Shares which are Indenture Collateral of the Canadian Co-Issuer, the Canadian Co-Issuer shall remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Trustee or its designee, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, the Canadian Co-Issuer shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, with respect to such ULC Shares (except for any dividend or distribution comprised of Canadian Collections required to be deposited to the Accounts in accordance with the terms hereof) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as the Canadian Co-Issuer would if such ULC Shares were not pledged to the Trustee for the benefit of the Secured Parties pursuant hereto. Nothing in this Base Indenture or any other Transaction Document is intended to, and nothing in this Base Indenture or any other Transaction Document shall, constitute the Trustee, any other Secured Party, or any other Person other than the Canadian Co-Issuer, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such the Canadian Co-Issuer and further steps are taken pursuant hereto or thereto so as to register the Trustee or its designee, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Trustee, its designee or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Indenture Collateral of the Canadian Co-Issuer without otherwise invalidating or rendering unenforceable this Base Indenture or invalidating or rendering unenforceable such provision insofar as it relates to Indenture Collateral of the Canadian Co-Issuer which is not ULC Shares. Except upon the exercise of rights of the Trustee to sell, transfer or otherwise dispose of ULC Shares in accordance with this Base Indenture, the Canadian Co-Issuer shall not cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, the Trustee, its designee or any other Secured Party to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favor in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the grant of a security interest over the ULC Shares in favor of the Trustee; or (e) act as a shareholder of such ULC, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such ULC or to vote its ULC Shares.

23

ARTICLE IV

REPORTS

Section 4.1 Reports and Instructions to Trustee.

(a) Weekly Manager’s Certificate. By 4:30 p.m. (New York City time) on (i) the day prior to eachfourth (4th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Opt-Out Weekly Allocation Date or (ii) the sixth (6th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Weekly Allocation Date, the Issuer shall furnish, or cause the Manager to furnish,in each case, the Managers will provide to the Trustee and the Servicer a certificatecertificates substantially in the applicable form of Exhibit A specifying the allocation of Collections on the following Weekly Allocation Date (each, a “Weekly Manager’s Certificate”); provided that such Weekly Manager’s Certificate shall be considered confidential information and shall not be disclosed by such recipients to any Noteholder, Note Owner or other Person without the prior written consent of the IssuerCo-Issuers. Notwithstanding anything herein to the contrary, (x) the Weekly Manager’s CertificatesCertificate delivered after the Series 2018-1 Closing Date shall not be required to account for U.S. Collections in respect of any Take 5 Company Locations, and amounts credited to the Accounts in respect of such Take 5 Company Locations shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date that occurs after the date that is 21 days after the Series 2018-1 Closing Date; provided, however, that (x) the first Weekly Manager’s Certificate that includes the Take 5 Company Locations shall include allocations of any amounts in respect of the Take 5 Company Locations received during the period from the Series 2018-1 Closing Date until the last day of the relevant Weekly Collection Period. and (y) the Weekly Manager’s Certificate delivered after the Series 2020-1 Closing Date shall not be required to account for Canadian Collections, and amounts credited to the Accounts in respect of such Canadian Collections shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date following the first full weekly fiscal period following the Series 2020-1 Closing Date; provided, however, that at the election of the Managers pursuant to the Weekly Manager’s Certificate for the applicable Weekly Collection Period, the first Weekly Collection Period following the Series 2020-1 Closing Date with respect to any Canadian Collections will end at 11:59 p.m. (New York City time) on the Saturday of the second full weekly fiscal period following the Series 2020-1 Closing Date. Following the end of the first Weekly Collection Period with respect to Canadian Collections described in clause (y) of the previous sentence, the Weekly Manager’s Certificate for the following Weekly Allocation Date will provide that all U.S. Collections and Canadian Collections remaining in the Collection Accounts after giving effect to Section 5.11(b) for the Weekly Allocation Dates occurring during such Weekly Collection Period will be allocated or paid pursuant to the Priority of Payments on a pro forma basis in the manner set forth in the Series Supplement for the Series 2020-1 Notes as if such U.S. Collections and Canadian Collections had been available for distribution on such previous Weekly Allocation Dates (and taking into account any allocations or payments previously made pursuant to priorities (i)-(iii) and (v) of the Priority of Payments on such Weekly Allocation Dates).

(b) FX Exchange Reports. By 12:00 p.m. (New York City time) on the fourth (4th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Weekly Allocation Date, the Managers will provide to the Trustee and the Servicer a statement substantially in the form of Exhibit B directing the FX Agent to settle a Currency Conversion that will result in a specified amount of U.S. Collections or Canadian Collections (each, a “FX Exchange Report”) on such Weekly Allocation Date. The FX Exchange Reports will be deemed confidential information and will not be disclosed by the Trustee to any Noteholder, Note Owner or other Person without the prior written consent of the Co-Issuers.

24

(c) (b) Quarterly Noteholders’ Report. On or before the third (3rd) Business Day prior to each Quarterly Payment Date, the IssuerCo-Issuers shall furnish, or cause the ManagerManagers to furnish, a statement substantially in the form of Exhibit BC with respect to each Series of Notes (each, a “Quarterly Noteholders’ Report”), including the Manager’s statement specified in such exhibittogether with any applicable FX Exchange Report in respect of such Quarterly Payment Date, to the Trustee, each Rating Agency, the Servicer and each Paying Agent, with a copy to the Back-Up Manager.

(d)  (c) Quarterly Compliance Certificates. On or before the third (3rd) Business Day prior to each Quarterly Payment Date, the IssuerCo-Issuers shall furnish, or cause the ManagerManagers to furnish, to the Trustee and each Rating Agency (with a copy to each of the Servicer, the Manager and the Back-Up Manager) an Officer’sOfficers’ Certificate to the effect that, except as provided in a notice delivered pursuant to Section 8.8, no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred or is continuing (each, a “Quarterly Compliance Certificate”).

(e)  (d) Scheduled Principal Payments Deficiency Notices. On the Quarterly Calculation Date with respect to any Quarterly Fiscal Period, the IssuerCo-Issuers shall furnish, or cause the ManagerManagers to furnish, to the Trustee and each Rating Agency (with a copy to each of the Servicer, the Manager and the Back-Up Manager) written notice of any Scheduled Principal Payments Deficiency Event with respect to any Class or Series of Notes that occurred with respect to such Quarterly Fiscal Period (any such notice, a “Scheduled Principal Payments Deficiency Notice”).

(f)  (e) Annual Accountants’ Reports. Within one hundred and twenty (120) days after the end of each fiscal year, commencing with the fiscal year ending on or around December 3130, 2017, each of the IssuerCo-Issuers shall furnish, or cause the applicable Manager to furnish, to the Trustee, the Servicer and each Rating Agency the reports of the Independent Auditors or the Back-Up Manager required to be delivered to the Issuersuch Co-Issuer by the applicable Manager pursuant to Section 3.3 of the applicable Management Agreement.

(g)  (f) Securitization Entity Financial Statements. The ManagerManagers on behalf of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, shall provide to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding the following financial statements:

(i) as soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, an unaudited consolidated balance sheet of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, as of the end of such fiscal quarter and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows of thesuch U.S. Securitization Entities and Canadian Securitization Entities, respectively, for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules consolidating each of the Securitization Entities; provided, that solely with respect to the quarterly financial statements to be delivered for the fiscal quarter ending June 30, 2018, (x) the applicable balance sheet and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows shall be prepared for the U.S. Securitization Entities other than Take 5 Properties and (y) the U.S. Manager shall deliver a separate balance sheet and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows for Driven Sister Holdings, LLC and a supplementary schedule with an estimated balance sheet and statement of operations for Take 5 Properties; and

25

(ii) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year, an audited consolidated balance sheet of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, as of the end of such fiscal year and audited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows of thesuch U.S. Securitization Entities and Canadian Securitization Entities, respectively, for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, prepared in accordance with GAAP and accompanied by an opinion thereon of the applicable Independent Auditors stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of thesuch U.S. Securitization Entities and Canadian Securitization Entities, respectively, and the results of their operations and cash flows in accordance with GAAP.

(h) (g) Manager Financial Statements. The

(i) So long as Driven Brands, Inc. is the U.S. Manager, the U.S. Manager on behalf of the U.S. Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding the following financial statements:

(A) (i) so long as Driven Brands, Inc. is the Manager, as soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, an unaudited consolidated balance sheet of the U.S. Manager as of the end of such fiscal quarter and unaudited consolidated statements of operations and comprehensive income and cash flows of the U.S. Manager for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year); and

(B) (ii) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year, an audited consolidated balance sheet of the U.S. Manager as of the end of such fiscal year and audited consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows of the U.S. Manager for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of the U.S. Manager and the results of its operations and cash flows in accordance with GAAP.

(ii) So long as Driven Brands, Inc. is the U.S. Manager and a direct or indirect parent of the Canadian Manager, the U.S. Manager shall provide, as agent of the Canadian Manager on behalf of the Canadian Securitization Entities, to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding the financial statements described in Section 4.1(h)(i)(A)-(B).

26

(iii) If Driven Brands, Inc. no longer serves as the U.S. Manager or is no longer a direct or indirect parent of the Canadian Manager, then so long as Driven Brands Canada Shared Services Inc. is the Canadian Manager, the Canadian Manager on behalf of the Canadian Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding financial statements consistent with the requirements of Section 4.1(h)(i)(A)-(B) as-applied to the Canadian Manager.

(i) (h) Additional Information. The IssuerEach Co-Issuer shall furnish, or cause to be furnished, from time to time such additional information regarding the financial position, results of operations or business of Parent or any U.S. Securitization Entity, in the case of the Issuer, or any Canadian Securitization Entity, in the case of the Canadian Co-Issuer, as the Trustee, the Servicer, the applicable Manager of such Co-Issuer or the Back-Up Manager may reasonably request, subject to Requirements of Law and to the confidentiality provisions of the Transaction Documents to which such recipient is a party.

(j)  (i) Instructions as to Withdrawals and Payments. The IssuerEach Co-Issuer shall furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable (with a copy to each of the Servicer, the ManagerManagers and the Back-Up Manager), written instructions to make withdrawals and payments from the Collection AccountAccounts and any other Base Indenture Account or Series Account, as contemplated herein and in any Series Supplement; provided that such written instructions (other than those contained in Quarterly Noteholders’ Reports) shall be considered confidential information and shall not be disclosed by such recipients to any other Person without the prior written consent of the IssuerCo-Issuers; provided, further, that such written instructions shall be subject in all respects to the confidentiality provisions of any Transaction Documents to which such recipient is a party. The Trustee and the Paying Agent shall promptly follow any such written instructions.

(k) (j) Copies to each Rating Agency. The IssuerEach Co-Issuer shall deliver, or shall cause theits respective Manager to deliver, a copy of each report, certificate or instruction, as applicable, described in this Section 4.1 to each Rating Agency at its address as listed in or otherwise designated pursuant to Section 14.1 or in the applicable Series Supplement, including any e-mail address.

Section 4.2 Annual Noteholders’ Tax Statement.

Unless otherwise specified in the applicable Series Supplement, on or before January 31 of each calendar year, beginning with calendar year 2018 (and beginning with calendar year 2021 with respect to any covenant of the Canadian Co-Issuer), the Paying Agent shall furnish, upon written request, to each Person who at any time during the preceding calendar year was a Noteholder a statement prepared by the IssuerCo-Issuers containing such information as the Issuer deemsCo-Issuers deem necessary or desirable to enable the Noteholders to prepare their tax returns (each such statement, an “Annual Noteholders’ Tax Statement”); provided that such obligations to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code or other applicable tax law as from time to time in effect.

27

Section 4.3 Rule 144A Information.

For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer agreesCo-Issuers agree to provide to any Noteholder or Note Owner, and to any prospective purchaser of Notes designated by such Noteholder or Note Owner upon the request of such Noteholder or Note Owner or prospective purchaser, any information required to be provided to such holder, owner or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act.

Section 4.4 Reports, Financial Statements and Other Information to Noteholders.

(a) This Base Indenture, the Guarantee and Collateral AgreementAgreements, each Series Supplement, the Quarterly Noteholders’ Reports, the Quarterly Compliance Certificates, the financial statements referenced in Section 4.1(fg) and Section 4.1(gh) and the reports referenced in Section 4.1(ef) shall be made available to (a) each Rating Agency pursuant to Section 4.1(jk) above and (b) the Servicer, the ManagerManagers, the Back-Up Manager, the Note Owners and the other Noteholders (but not to prospective investors) in a password-protected area of the Trustee’s internet website at ▇▇▇.▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or such other address as the Trustee may specify from time to time) or on a third-party investor information platform or such other address as the IssuerCo-Issuers may specify from time to time. Assistance in using the Trustee’s internet website can be obtained by calling the Trustee’s customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇ or such other telephone number as the Trustee may specify from time to time. The Trustee or any such third-party platform, as the case may be, shall require each party (other than the Servicer, the ManagerManagers, the Back-Up Manager and any Rating Agency) accessing such password-protected area to register as a Noteholder and to make the applicable representations and warranties described below in an Investor Request Certification (which, for the avoidance of doubt, may take the form of an electronic submission). The Trustee and any such third-party platform may disclaim responsibility for any information distributed by it for which the Trustee or such third-party, as the case may be, was not the original source. Each time a Noteholder accesses such internet website, it will be deemed to have confirmed such representations and warranties as of the date thereof. The Trustee or any such third-party platform shall provide the Servicer and the ManagerManagers with copies of such Investor Request Certifications, including the identity, contact information, e-mail address and telephone number of such Noteholders, upon request, but shall have no responsibility for any of the information contained therein. The Trustee shall have the right to change the way any such information is made available in order to make such distribution more convenient and/or more accessible to the Noteholders and the Trustee, and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes.

(b) The Trustee shall (or shall request that the ManagerManagers) make available, upon reasonable advance notice and at the expense of the requesting party, copies of the Quarterly Noteholders’ Reports, the Quarterly Compliance Certificates, the financial statements referenced in Section 4.1(fg) and Section 4.1(gh) and the reports referenced in Section 4.1(ef) to any Noteholder (or any Note Owner) and to any prospective investor that provides the Trustee with an Investor Request Certification to the effect that such party (i) is a Noteholder (or Note Owner) or prospective investor, as applicable, (ii) understands that the materials contain confidential information, (iii) is requesting the information solely for use in evaluating such party’s investment or potential investment, as applicable, in the Notes and will keep such information strictly confidential (provided that such party may disclose such information only (A) to (1) those personnel employed by it who need to know such information, (2) its attorneys and outside auditors that have agreed to keep such information confidential and to treat the information as confidential information, or (3) a regulatory or self-regulatory authority pursuant to applicable law or regulation or (B) by judicial process), and (iv) is not a Competitor. Notwithstanding the foregoing, a recipient of such materials may disclose to any and all persons, without limitation of any

28

kind, the tax treatment and tax structure of the transactions and any related tax strategies to the extent necessary to prevent the transaction from being described as a “confidential transaction” under U.S. Treasury Regulations Section 1.6011-4(b)(3).

Section 4.5 ManagerManagers.

Pursuant to the applicable Management Agreement, theeach Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Issuerapplicable Co-Issuer. The Noteholders by their acceptance of the Notes consent to the provision of such reports and notices to the Trustee by the Managers or the applicable Manager in lieu of the IssuerCo-Issuers or the applicable Co-Issuer. Any such reports and notices that are required to be delivered to the Noteholders hereunder shall be delivered by the Trustee. The Trustee shall have no obligation whatsoever to verify, reconfirm or recalculate any information or material contained in any of the reports, financial statements or other information delivered to it pursuant to this Article IV or the applicable Management Agreement. All distributions, allocations, remittances and payments to be made by the Trustee or the Paying Agent hereunder or under any Supplement or Class A-1 Note Purchase Agreement shall be made based solely upon the most recently delivered written reports and instructions provided to the Trustee or Paying Agent, as the case may be, by the applicable Manager (or Managers).

Section 4.6 No Constructive Notice.

Delivery of reports, information, Officer’s Certificates, Officers’ Certificates and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such reports, information, Officer’s Certificates, Officers’ Certificates and documents will not constitute constructive notice to the Trustee of any information contained therein or determinable from information contained therein, including any Securitization Entity’s, theany Manager’s or any other Person’s compliance with any of its covenants under the Indenture, the Notes or any other Transaction Document (as to which the Trustee is entitled to rely exclusively on the most recent Quarterly Compliance Certificate described above).

ARTICLE V

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1 Management Accounts.

(a) Establishment of the Management Accounts. As of the Series ▇▇▇▇▇▇▇▇-1 Closing Date, the U.S. Manager and Canadian Manager, respectively, have caused (i) the Issuer has establishedand the Canadian Co-Issuer to establish in the name of and for the benefit of, respectively, the Issuer (A) theand the Canadian Co-Issuer, (A) for the Issuer, the U.S. Concentration Account and the related Lock-Box Accounts for the U.S. Securitization Entities and for the Canadian Co-Issuer, the Canadian Concentration Account and the related Lock-Box Accounts of the Canadian Co-Issuer, (B) the Asset Disposition Proceeds AccountAccounts of the respective Co-Issuers, (C) the Insurance Proceeds AccountAccounts of the respective Co-Issuers, and (D) for the Issuer, the Take 5 Securitization Lockbox,; (ii) Take 5 Properties has establishedeach other Canadian SPV Franchising Entity LP to establish in the name of and for the benefit of Take 5 Properties each of the Take 5 Company Location Concentration Accounts; (iii)itself, the related Lock-Box Account for an applicable Driven Securitization Brand with operations in Canada; (iii) each Securitization Entity that owns Securitization-Owned Locations to establish in the name of and for its benefit one or more Securitization-Owned Location Concentration Accounts for an applicable Driven Securitization Brand; (iv) Driven Product Sourcing LLC has establishedto establish in the name of and for the benefit of Driven Product Sourcing LLC the Spire Supply Securitization Account and; (ivv) Driven Product Sourcing LLC has establishedto establish

29

in the name of Take 5 Properties and for the benefit of Driven Product Sourcing LLC the Oil Fleet Lockbox; (vi) Driven Canada Product Sourcing to establish in the name of and for its benefit one or more Product Sourcing Concentration Accounts and the Canadian Product Sourcing Lease Expense Account and (vii) Driven Canada Claims Management to establish in the name of and for its benefit one or more Claims Management Concentration Accounts and the Canadian Claims Management Lease Expense Account. Such accounts and lock-boxes, as of the Series 2018-1 Closing Date (or as of such later date of establishment of such account) and at all times thereafter, shall be (A) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 or the Guarantee and Collateral AgreementAgreements and (B) if not established with the Trustee, subject to an Account Control Agreement; provided that only the Qualified Institution holding a Lock-Box Account shall have access to the items deposited therein. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Issuer or, the Canadian Co-Issuer, and any other Securitization Entity (or the applicable Manager on its behalf) may establish additional accounts for the purpose of depositing Collections therein (each such account and any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.1(b), and excluding the Advertising Fund Accounts and any other Account of a Securitization Entity for the holding or disbursement of Excluded Amounts or other amounts constituting operating expenses of Securitization-Owned Locations, a Product Sourcing Business or a Claims Management Business and permitted to be paid under this Base Indenture, an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account, (B) pledged by the Issuer, the Canadian Co-Issuer, or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 or the applicable Guarantee and Collateral Agreement, and (C) if not established with the Trustee, subject to an Account Control Agreement.

(b) Administration of the Management Accounts. The Issuer or the Canadian Co-Issuer (or the applicable Manager or a Sub-Manager on its behalf) may invest any amounts held in the applicable Management Accounts in Eligible Investments, and such amounts may be transferred by the Issuer or the Canadian Co-Issuer (or the applicable Manager or a Sub-Manager on its behalf), on behalf of itself or as such agent, as applicable, into an investment account for the sole purpose of investing in Eligible Investments so long as such investment account is (A) an Eligible Account, (B) pledged by the applicable Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 or the applicable Guarantee and Collateral Agreement and (C) if not established with the Trustee, subject to an Account Control Agreement; provided that any such investment in any Management Account (or in any such investment account) shall mature not later than the Business Day prior to the next succeeding Weekly AllocationCalculation Date. Notwithstanding anything herein or in any other Transaction Document, the Issuer and ▇▇▇▇▇ Co-Issuer or Manager shall not transfer any funds into any such investment account pursuant to this Section 5.1(b) until such time as an Account Control Agreement is entered into with respect thereto (if such account is not established with the Trustee), it being agreed that the execution and delivery of such Account Control Agreement shall not be required as a condition precedent to the issuance of Notes on any Series Closing Date. All income or other gain from such Eligible Investments shall be credited to the related Management Account, and any loss resulting from such Eligible Investments shall be charged to the related Management Account. The Issuer shall not (and the Issuer or Canadian Co-Issuer, or the other Securitization Entities, respectively). No Co-Issuer (or other Securitization Entity) shall direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment. Prior to any Sub-Manager acting on behalf of any U.S. Securitization Entity or Canadian Securitization Entity, as applicable, in accordance with this Section, it will provide to the Trustee all applicable know-your-customer documentation required by the Trustee.

(c) Earnings from the Management Accounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Management Accounts shall be deemed

30

to be Investment Income on depositof the Issuer or Canadian Co-Issuer, or the other Canadian Securitization Entities, as applicable, for distribution to the applicable Collection Account in accordance with Section 5.10.

(d) No Duty to Monitor. The Trustee shall have no duty or responsibility to monitor the amounts of deposits into or withdrawals from any Management Account.

Section 5.2 Senior Notes Interest Reserve AccountAccounts.

(a) Establishment of the Senior Notes Interest Reserve AccountAccounts. As of the Series 2015-1 Closing Date, the Issuer has established with the Trustee an account attributable to the Issuer (denominated in U.S. Dollars) in the name of the Trustee for the benefit of the Senior Noteholders and the Trustee, solely in its capacity as trustee for the Senior Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the foregoing Secured Parties (the “Issuer Interest Reserve Account for Senior Notes”). As of the Series 2020-1 Closing Date, the Canadian Co-Issuer has established with the Trustee an account attributable to the Canadian Co-Issuer (denominated in U.S. Dollars) in the name of the Trustee for the benefit of the Senior Noteholders and the Trustee, solely in its capacity as trustee for the Senior Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the foregoing Secured Parties (the “Canadian Co-Issuer Interest Reserve Account for Senior Notes” and together with the Issuer Interest Reserve Account for Senior Notes, the “Senior Notes Interest Reserve AccountAccounts”). The Senior Notes Interest Reserve AccountAccounts shall be an Eligible AccountAccounts.

(b) Administration of the Senior Notes Interest Reserve AccountAccounts. All amounts held in the Senior Notes Interest Reserve AccountAccounts shall be invested in Eligible Investments at the written direction (which may be in the form of standing directions) of the Issuer (or the Manager on its behalf), and such amounts may be transferred by the Issuer (or theor the Canadian Co-Issuer (or the applicable Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments so long as such investment account is (A) an Eligible Account, (B) pledged by the Issuersuch Co-Issuer to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (C) if not established with the Trustee, subject to an Account Control Agreement; provided that any such investment in the Senior Notes Interest Reserve AccountAccounts (or in any such investment account) shall mature not later than the Business Day prior to the next succeeding Weekly AllocationCalculation Date. In the absence of written investment instructions hereunder, funds on deposit in the Senior Notes Interest Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereofAccounts shall remain uninvested. All income or other gain from such Eligible Investments shall be credited to the applicable Senior Notes Interest Reserve Account, and any loss resulting from such Eligible Investments shall be charged to the applicable Senior Notes Interest Reserve Account. The Issuer shall not (and the Issuer or the Canadian Co-Issuer). No Co-Issuer shall direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c) Earnings from the Senior Notes Interest Reserve AccountAccounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Senior Notes Interest Reserve AccountAccounts shall be deemed to be Investment Income on deposit for distribution to the applicable Collection Account in accordance with Section 5.10.

(d) Senior Notes Interest Reserve Account Excess Amount. On any Weekly Allocation Date when a deposit would otherwise be made to a Senior Notes Interest Reserve Account pursuant to priority (ix) of the Priority of Payments, the Co-Issuers (or the Managers on their behalf) may direct the Trustee pursuant to the applicable Weekly Manager’s Certificate to withdraw any Senior Notes

31

Interest Reserve Account Excess Amount from the Senior Notes Interest Reserve Account of either Co-Issuer and transfer such Senior Notes Interest Reserve Account Excess Amount to the Senior Notes Interest Reserve Account of the other Co-Issuer and the allocation pursuant to priority (ix) of the Priority of Payments and calculation of the Senior Notes Interest Reserve Account Deficit Amount of the transferee Co-Issuer shall be deemed to occur after giving effect to such transfer of the Senior Notes Interest Reserve Account Excess Amount. Until such time as any such Senior Notes Interest Reserve Account Excess Amount is paid to any applicable third party (as opposed to transfers between Indenture Trust Accounts of the Co-Issuers pursuant to a Weekly Manager’s Certificate), the applicable Co-Issuer will hold such amount as agent on behalf of the other Co-Issuer. Following payment of any such Senior Notes Interest Reserve Account Excess Amount to a third party, such amount shall be treated as an intercompany loan with an interest rate determined by the applicable Manager in accordance with the applicable Managing Standard. For greater certainty, any payment out of a Co-Issuer’s Senior Notes Interest Reserve Account in respect of which a deposit has been made under this Section 5.2(b) shall be deemed to be paid first out of amounts allocated to such account out of such Co-Issuer’s own Collections and second out of any such Senior Notes Interest Reserve Account Excess Amount transferred from the other Co-Issuer.

Section 5.3 Senior Subordinated Notes Interest Reserve AccountAccounts.

(a) Establishment of the Senior Subordinated Notes Interest Reserve Account. The Issuer has establishedAccounts. Upon the issuance of any Senior Subordinated Notes, each of the Issuer and Canadian Co-Issuer shall establish with the Trustee an account (denominated in U.S. Dollars) in the name of the Trustee for the benefit of the Senior Subordinated Noteholders and the Trustee, solely in its capacity as trustee for the Senior Subordinated Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the foregoing Secured Parties (the “Issuer Senior Subordinated Notes Interest Reserve Account” and the “Canadian Co-Issuer Senior Subordinated Notes Interest Reserve Account” and together with the Issuer Senior Subordinated Notes Interest Reserve Account, the “Senior Subordinated Notes Interest Reserve Accounts”). The Senior Subordinated Notes Interest Reserve AccountAccounts shall be an Eligible AccountAccounts.

(b) Administration of the Senior Subordinated Notes Interest Reserve AccountAccounts. All amounts held in the Senior Subordinated Notes Interest Reserve Accounts (other than any Canadian Dollar-denominated Senior Subordinated Notes Interest Reserve Account) shall be invested in Eligible Investments at the written direction (which may be in the form of standing directions) of the Issuerapplicable Co-Issuer (or the applicable Manager on its behalf), and such amounts may be transferred by the Issuersuch Co-Issuer (or the applicable Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments so long as such investment account is (A) an Eligible Account, (B) pledged by the Issuersuch Co-Issuer to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (C) if not established with the Trustee, subject to an Account Control Agreement; provided that any such investment in the Senior Subordinated Notes Interest Reserve AccountAccounts (or in any such investment account) shall mature not later than the Business Day prior to the next succeeding Weekly AllocationCalculation Date. In the absence of written investment instructions hereunder, funds on deposit in the Senior Subordinated Notes Interest Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereofAccounts shall remain uninvested. All income or other gain from such Eligible Investments shall be credited to the applicable Senior Subordinated Notes Interest Reserve Account, and any loss resulting from such Eligible Investments shall be charged to the applicable Senior Subordinated Notes Interest Reserve Account. The Issuer shall not (and the Issuer or the Canadian Co-Issuer, respectively). No Co-Issuer shall direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

32

(c) Earnings from the Senior Subordinated Notes Interest Reserve AccountAccounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Senior Subordinated Notes Interest Reserve AccountAccounts shall be deemed to be Investment Income on deposit for distribution to the applicable Collection Account in accordance with Section 5.10.

(d) Senior Subordinated Notes Interest Reserve Account Excess Amount. On any Weekly Allocation Date when a deposit would otherwise be made to a Senior Subordinated Notes Interest Reserve Account pursuant to priority (ix) of the Priority of Payments, the Co-Issuers (or the Managers on their behalf) may direct the Trustee pursuant to the related Weekly Manager’s Certificate to withdraw any Senior Subordinated Notes Interest Reserve Account Excess Amount from the Senior Subordinated Notes Interest Reserve Account of either Co-Issuer and transfer such Senior Subordinated Notes Interest Reserve Account Excess Amount to the Senior Subordinated Notes Interest Reserve Account of the other Co-Issuer and the allocation pursuant to priority (ix) of the Priority of Payments and calculation of the Senior Subordinated Notes Interest Reserve Account Deficit Amount of the transferee Co-Issuer shall be deemed to occur after giving effect to such transfer of the Senior Subordinated Notes Interest Reserve Account Excess Amount. Until such time as any such Senior Subordinated Notes Interest Reserve Account Excess Amount is paid to any applicable third party (as opposed to transfers between Indenture Trust Accounts of the Co-Issuers pursuant to a Weekly Manager’s Certificate), the applicable Co-Issuer will hold such amount as agent on behalf of the other Co-Issuer. Following payment of any such Senior Subordinated Notes Interest Reserve Account Excess Amount, such amount shall be treated as an intercompany loan with an interest rate determined by the applicable Manager in accordance with the applicable Managing Standard. For greater certainty, any payment out of a Co-Issuer’s Senior Subordinated Notes Interest Reserve Account in respect of which a deposit has been made under this Section 5.3(b) shall be deemed to be paid first out of amounts allocated to such account out of such Co-Issuer’s own Collections and second out of any such Senior Subordinated Notes Interest Reserve Account Excess Amount transferred from the other Co-Issuer.

Section 5.4 Cash Trap Reserve AccountAccounts.

(a) Establishment of the Cash Trap Reserve AccountAccounts. As of the Series 2015-1 Closing Date, the Issuer has established with the Trustee an account designated as the Issuer Cash Trap Reserve Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Issuer Cash Trap Reserve Account”). As of the Series 2020-1 Closing Date, the Canadian Co-Issuer has established with the Trustee an account designated as the Canadian Co-Issuer Cash Trap Reserve Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Canadian Co-Issuer Cash Trap Reserve Account” and together with the Issuer Cash Trap Reserve Account, the “Cash Trap Reserve Accounts”). The Cash Trap Reserve AccountAccounts shall be an Eligible AccountAccounts.

(b) Administration of the Cash Trap Reserve AccountAccounts. All amounts held in the Cash Trap Reserve AccountAccounts shall be invested in Eligible Investments at the written direction (which may be in the form of standing directions) of the Issuerapplicable Co-Issuer (or the applicable Manager on its behalf), and such amounts may be transferred by the Issuersuch Co-Issuer (or the applicable Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments so long as such investment account is (A) an Eligible Account, (B) pledged by the Issuersuch Co-Issuer to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (C)

33

if not established with the Trustee, subject to an Account Control Agreement; provided that any such investment in the Cash Trap Reserve AccountAccounts (or in any such investment account) shall mature not later than the Business Day prior to the next succeeding Weekly AllocationCalculation Date. In the absence of written investment instructions hereunder, funds on deposit in the Cash Trap Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereofAccounts shall remain uninvested. All income or other gain from such Eligible Investments shall be credited to the applicable Cash Trap Reserve Account, and any loss resulting from such Eligible Investments shall be charged to the applicable Cash Trap Reserve Account. The Issuer shall not (and the Issuer or Canadian Co-Issuer, respectively). No Co-Issuer shall direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c) Earnings from the Cash Trap Reserve AccountAccounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Cash Trap Reserve AccountAccounts shall be deemed to be Investment Income on deposit for distribution to the applicable Collection Account in accordance with Section 5.10.

Section 5.5 Collection AccountAccounts.

(a) Establishment of Collection AccountAccounts. As of the Series ▇▇▇▇▇▇▇▇-1 Closing Date, the IssuerTrustee has established with the Trustee the(i) two (2) segregated trust accounts denominated in U.S. Dollars designated as the “U.S. Collection Account” in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held (x) one of which will hold U.S. Collections (the “Issuer U.S. Collection Account for U.S. Collections”) and (y) the other of which will hold any Canadian Allocation and Shortfall Payment Amount and any other Canadian Collections denominated in U.S. Dollars (the “Canadian Co-Issuer U.S. Collection Account for the Canadian Allocation and Shortfall Payment Amount”) and (ii) one (1) segregated trust accounts denominated in Canadian Dollars designated as the “Canadian Co-Issuer Canadian Collection Account for Canadian Collections” in the name of the Trustee for the benefit of the Secured Parties which will hold Canadian Collections (including any Canadian Allocation and Shortfall Payment Amount that will not be settled in U.S. Dollars). On or after the Series 2020-1 Closing Date, the Trustee shall establish, maintain, and administer one (1) segregated trust account denominated in Canadian Dollars which will hold any Canadian Dollar-denominated U.S. Shortfall Payment Amount. The Collection AccountAccounts shall be an Eligible AccountAccounts.

(b) Administration of the Collection AccountAccounts. All amounts held in the Collection Accounts (other than any Canadian Dollar-denominated Collection Account) shall be invested in Eligible Investments at the written direction (which may be in the form of standing directions) of the Issuerapplicable Co-Issuer (or the applicable Manager on its behalf), and such amounts may be transferred by the Issuersuch Co-Issuer (or the applicable Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments so long as such investment account is (A) an Eligible Account, (B) pledged by the Issuersuch Co-Issuer to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (C) if not established with the Trustee, subject to an Account Control Agreement; provided that any such investment in the Collection AccountAccounts (or in any such investment account) shall mature not later than the Business Day prior to the next succeeding Weekly AllocationCalculation Date. In the absence of written investment instructions hereunder, funds on deposit in the applicable Collection Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereofAccounts shall remain uninvested. All income or other gain from such Eligible Investments shall be credited to the applicable Collection Account, and any loss resulting from such Eligible Investments shall be charged to the applicable Collection Account. The Issuer shall not (and the Issuer or the Canadian Co-Issuer,

34

respectively). No Co-Issuer shall direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c) Earnings from the Collection AccountAccounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection AccountAccounts shall be deemed to be Investment Income on deposit for distribution in accordance with Section 5.11.

Section 5.6 Collection Account Administrative Accounts.

(a) Establishment of Collection Account Administrative Accounts. The following administrative accounts associated with the Collection AccountAccounts, each of which shall be an Eligible Account, shall be established by the Trustee in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”), either as of the Series 2015-1 Closing Date or, in the case of any Collection Account Administrative Accounts with respect to the Senior Subordinated Notes or the Subordinated Notes, after the Series 2015-1 Closing Date in connection with the initial issuance of any such Notes or in the case of any Collection Account Administrative Accounts with respect to the Canadian Co-Issuer, on the Series 2020-1 Closing Date or thereafter:

(i) accounts denominated in U.S. Dollars for the Issuer (the “Issuer Class A-1 Notes Commitment Fees Account”), U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Class A-1 Notes Commitment Fees Account (USD)”), and Canadian Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Class A-1 Notes Commitment Fees Account (CAD)” and, collectively, with the Issuer Class A-1 Notes Commitment Fees Account and the Canadian Co-Issuer Class A-1 Notes Commitment Fees Account (USD), the “Class A-1 Notes Commitment Fees Accounts”), in each case for the deposit of the Class A-1 Notes Commitment Fees Amount;

(ii) accounts denominated in U.S. Dollars for the Issuer (the “Issuer Senior Notes Interest Payment Account”), U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Notes Interest Payment Account (USD)”), and Canadian Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Notes Interest Payment Account (CAD)” and, collectively, with the Issuer Senior Notes Interest Payment Account and the Canadian Co-Issuer Senior Notes Interest Payment Account (USD), the “Senior Notes Interest Payment Accounts”), in each case, for the deposit of the Senior Notes Quarterly Interest Amount;

(i) an account for the deposit of the Class A-1 Notes Commitment Fees Amount (the “Class A-1 Notes Commitment Fees Account”);

(ii) an account for the deposit of the Senior Notes Quarterly Interest Amount (the “Senior Notes Interest Payment Account”);

(iii) an accountaccounts denominated in U.S. Dollars for the Issuer (the “Issuer Senior Subordinated Notes Interest Payment Account”), U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Subordinated Notes Interest Payment Account (USD)”), and Canadian Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Subordinated Notes Interest Payment Account (CAD)” and, collectively, with the Issuer Senior Subordinated Notes Interest Payment Account and the Canadian Co-Issuer Senior Subordinated Notes Interest Payment Account (USD), the “Senior Subordinated

35

Notes Interest Payment Accounts”), in each case, for the deposit of the Senior Subordinated Notes Quarterly Interest Amount, if any (the “Senior Subordinated Notes Interest Payment Account”);

(iv) an accountaccounts denominated in U.S. Dollars for the Issuer (the “Issuer Subordinated Notes Interest Payment Account”), U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Subordinated Notes Interest Payment Account (USD)”), and Canadian Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Subordinated Notes Interest Payment Account (CAD)” and, collectively, with the Issuer Subordinated Notes Interest Payment Account and the Canadian Co-Issuer Subordinated Notes Interest Payment Account (USD), the “Subordinated Notes Interest Payment Accounts”), in each case, for the deposit of the Subordinated Notes Quarterly Interest Amount, if any (the “Subordinated Notes Interest Payment Account”);

(v) an account for the deposit of the amounts allocable to the payment of principal of the Senior Notes (the “Senior Notes Principal Payment Account”);

(v) accounts denominated in U.S. Dollars for the Issuer (the “Issuer Senior Notes Principal Payment Account”), U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Notes Principal Payment Account (USD)”), and Canadian Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Notes Principal Payment Account (CAD)” and, collectively, with the Issuer Senior Notes Principal Payment Account and the Canadian Co-Issuer Senior Notes Principal Payment Account (USD), the “Senior Notes Principal Payment Accounts”), in each case, for the deposit of the amounts allocable to the payment of principal of the Senior Notes;

(vi) an accountaccounts denominated in U.S. Dollars for the Issuer (the “Issuer Senior Subordinated Notes Principal Payment Account”), U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Subordinated Notes Principal Payment Account (USD)”), and Canadian Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Subordinated Notes Principal Payment Account (CAD)” and, collectively, with the Issuer Senior Subordinated Notes Principal Payment Account and the Canadian Co-Issuer Senior Subordinated Notes Principal Payment Account (USD), the “Senior Subordinated Notes Principal Payment Accounts”), in each case, for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes, if any (the “Senior Subordinated Notes Principal Payment Account”);

(vii) an account for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes, if any (the “Subordinated Notes Principal Payment Account”);

(vii) accounts denominated in U.S. Dollars for the Issuer (the “Issuer Subordinated Notes Principal Payment Account”), U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Subordinated Notes Principal Payment Account (USD)”), and Canadian Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Subordinated Notes Principal Payment Account (CAD)” and, collectively, with the Issuer Subordinated Notes Principal Payment Account and the Canadian Co-Issuer Subordinated Notes Principal Payment Account (USD), the “Subordinated Notes Principal Payment Accounts”), in each case, for the deposit of amounts allocable to the payment of principal of the Subordinated Notes, if any;

36

(viii) an accountaccounts denominated in U.S. Dollars for the Issuer (the “Issuer Post-ARD Additional Interest Account for Senior Notes”) and U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Post-ARD Additional Interest Account for Senior Notes” and together with the Issuer Post-ARD Additional Interest Account for Senior Notes, the “Senior Notes Post-ARD Additional Interest Accounts”), in each case, for the deposit of Senior Notes Quarterly Post-ARD Additional Interest (the “Senior Notes Post-ARD Additional Interest Account”);

(ix) an account for the deposit ofaccounts denominated in U.S. Dollars for the Issuer (the “Issuer Senior Subordinated Notes Quarterly Post-ARD Additional Interest, if any ( Account”) and U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Senior Subordinated Notes Post-ARD Additional Interest Account” and together with the Issuer Senior Subordinated Notes Post-ARD Additional Interest Account, the “Senior Subordinated Notes Post-ARD Additional Interest AccountAccounts”);

(ix) (x) , in each case, an account for the deposit of Senior Subordinated Notes Quarterly Post-ARD Additional Interest, if any (the “Subordinated Notes Post-ARD Additional Interest Account”); and

(xi) an account for the deposit of Securitization Operating Expenses (the “Securitization Operating Expense Account”).

(x) accounts denominated in U.S. Dollars for the Issuer (the “Issuer Subordinated Notes Post-ARD Additional Interest Account”) and U.S. Dollars for the Canadian Co-Issuer (the “Canadian Co-Issuer Subordinated Notes Post-ARD Additional Interest Account” and together with the Issuer Subordinated Notes Post-ARD Additional Interest Account, the “Subordinated Notes Post-ARD Additional Interest Accounts”), in each case, for the deposit of Subordinated Notes Quarterly Post-ARD Additional Interest, if any; and

(xi) accounts denominated in U.S. Dollars for the Issuer (the “Issuer Securitization Operating Expense Account”), U.S. Dollars for the Canadian Co-Issuer (the “Canadian Securitization Operating Expense Account (USD)”), and Canadian Dollars for the Canadian Co-Issuer (the “Canadian Securitization Operating Expense Account (CAD)” and, collectively, with the Issuer Senior Notes Principal Payment Account and the Canadian Co-Issuer Senior Notes Principal Payment Account (USD), the “Securitization Operating Expense Accounts”), in each case, for the deposit of Securitization Operating Expenses.

(b) Administration of the Collection Account Administrative Accounts. All amounts held in the Collection Account Administrative Accounts (other than any Canadian Dollar-denominated Collection Account Administrative Account) shall be invested in Eligible Investments at the written direction (which may be in the form of standing directions) of the Issuerapplicable Co-Issuer (or the applicable Manager on its behalf), and such amounts may be transferred by the Issuersuch Co-Issuer (or the applicable Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments so long as such investment account is (A) an Eligible Account, (B) pledged by the Issuersuch Co-Issuer to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (C) if not established with the Trustee, subject to an Account Control Agreement; provided that any such investment in the Collection Account Administrative Accounts (or in any such investment account) shall mature not later than the Business Day prior to the next succeeding Weekly AllocationCalculation Date. In the absence of written investment instructions hereunder, funds on deposit in the applicable Collection Account Administrative Accounts shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereofremain uninvested. All income or

37

other gain from such Eligible Investments shall be credited to the relatedapplicable Collection Account Administrative Account, and any loss resulting from such Eligible Investments shall be charged to the relatedapplicable Collection Account Administrative Account. The Issuer shall not (and the Issuer or the Canadian Co-Issuer, respectively). No Co-Issuer shall direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c) Earnings from the Collection Account Administrative Accounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account Administrative Accounts shall be deemed to be Investment Income on deposit for distribution to the Collection AccountAccounts in accordance with Section 5.10.

(d) Currency Conversions between certain Collection Account Administrative Accounts. On the Business Day following the tenth (10th) Weekly Allocation Date in each Quarterly Fiscal Period, the Trustee shall, pursuant to the FX Exchange Report appended to the Weekly Manager’s Certificate for such tenth (10th) Weekly Allocation Date, withdraw any Canadian Dollar-denominated amounts from the Class A-1 Notes Commitment Fees Account, Interest Payment Account, and Principal Payment Account for the Canadian Co-Issuer, transfer such amount to the FX Agent for a Currency Conversion and, following settlement of such Currency Conversion, deposit (or cause the FX Agent to deposit) the amount so converted in the corresponding U.S. Dollar-denominated Class A-1 Notes Commitment Fees Account, Interest Payment Account and Principal Payment Account of the Canadian Co-Issuer.

Section 5.7 Company LocationSecuritization-Owned Location Concentration Accounts; Product Sourcing Concentration Accounts; Claims Management Concentration Accounts.

(a) Securitization-Owned Location Concentration Accounts.

(i) (a) On or prior to the Series 2020-1 Closing Date, the Securitization Entities that own Securitization-Owned Locations have established the Securitization-Owned Location Concentration Accounts (including the Take 5 Company Location Concentration Account established by Take 5 Properties on or prior to the Series 2018-1 Closing Date,). Each Securitization-Owned Location Account (that is not a Securitization-Owned Location Concentration Account, including the Take 5 Securitization Lockbox and the Management Accounts in the name of Take 5 Properties has established the Take 5 Company Location Concentration Accounts (together with each additional concentration account created followingopened as of the Series 2018-1 Closing Date, a “Securitization- Owned Location Concentration Account”) in the name of and for the benefit of Take 5 Properties. After the Series 2018-1 Closing Date, the) opened on and after the earliest applicable Series Closing Date, or such other date of contribution, with respect to Securitization Entities that own Securitization-Owned Locations is required to be (A) in the name of the applicable Securitization Entity and (B) either (x) subject to an Account Control Agreement or (y) a zero balance account which sweeps daily into an account subject to an Account Control Agreement (including a Securitization-Owned Location Concentration Account). After the opening of any such Securitization-Owned Location Concentration Account, the applicable Manager (on behalf of Take 5 Properties, Take 5 and Take 5 Oilany applicable Securitization Entities or other Service Recipients) will deposit (or cause to be deposited) into a Take 5 Companythe applicable Securitization-Owned Location Concentration Account:

38

(A) (i) all cash revenues generated by Take 5 Companythe applicable Securitization-Owned Locations within two (2) Business Days following receipt of such cash revenues; and

(B) (ii) all credit card and debit card proceeds and any proceeds of the initial sale of gift cards at Take 5 Companythe applicable Securitization-Owned Locations; provided that if such proceeds are not deposited directly into a Take 5 CompanySecuritization-Owned Location Concentration Account (including any applicable credit card and debit card sub-account of any Take 5 CompanySecuritization-Owned Location Concentration Account), such proceeds will be deposited within two (2) Business Days for Securitization-Owned Locations located in the United States and three (3) Business Days for Securitization-Owned Locations located in Canada following receipt of such credit card and debit card proceeds and any proceeds of the initial sale of gift cards.

(ii) (b) Take 5 PropertiesEach Securitization Entity that owns Securitization-Owned Locations has established and will be permitted to maintain local and regional accounts opened prior to the earliest applicable Series 2018-1 Closing Date, or such other date, when the related assets for such Driven Securitization Brand were contributed to the Securitization Entities pursuant to a Contribution Agreement, in connection with the collection of revenues of Take 5 Companysuch Securitization-Owned Locations (the “Existing Local Take 5 CompanySecuritization-Owned Location Accounts”). Take 5 Properties Each such Securitization Entity will be permitted to maintain amounts on deposit at the end of any banking day in Existing Local Take 5 CompanySecuritization-Owned Location Accounts that are not subject to Account Control Agreements to the extent that (x) such Existing Local Take 5 CompanySecuritization-Owned Location Accounts are zero balance accounts which sweep daily into an account subject to an Account Control Agreement, including the Take 5 Securitization Lockbox or any other Lock-Box Account of the Issuer or in the name of and for the benefit of Take 5 Properties or (y) the aggregate maximum amount held in all other Existing Local Take 5 CompanySecuritization-Owned Location Accounts does not exceed $500,000. Each Take 5 Account opened on and after; provided that, notwithstanding the foregoing requirement, no Existing Local Securitization-Owned Location Account for the Fix Auto Brand shall be required to be subject to an Account Control Agreement or in compliance with the foregoing conditions until one hundred twenty (120) days following the Series 20182020-1 Closing Date (including, without limitation, the Take 5 Company Location Concentration Accounts) will be.

(iii) The applicable Manager may withdraw available amounts on deposit in any Securitization-Owned Location Concentration Account at any time in accordance with the applicable Managing Standard and as otherwise set forth in the Transaction Documents in order to pay operating expenses that are incurred or committed to be paid by the applicable Securitization-Owned Locations in the ordinary course of business, such as the cost of goods sold, labor (including wages, worker’s compensation-related expenses and other labor-related expenses for employees of Securitization-Owned Locations), repair, remodeling and maintenance expenses, insurance (including self-insurance), local advertising expenses, advertising fees allocable to such Securitization-Owned Locations and lease and other occupancy expenses, litigation and settlement costs relating to the Managed Assets, Pass-Through Amounts and, without duplication, Excluded Amounts described in clause (ii) or (iii) of the definition thereof and, at the option of the applicable Securitization Entity, any such Excluded Amount required or reasonably expected to be payable at or prior to the immediately following four (4) Quarterly Payment Dates or for which a reserve is maintained on account of quarterly or annual payment of such Excluded Amounts; provided that, after

39

the occurrence and during the continuance of any Cash Trapping Period, Rapid Amortization Event or Event of Default, all operating expenses withdrawn from the Securitization-Owned Location Concentration Accounts shall be consistent with a monthly budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and withdrawals of any operating expenses from any Securitization-Owned Location Concentration Account in excess of amounts set forth in the monthly budget will be subject to (i) the delivery by the applicable Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager).

(iv) The Canadian Manager may, at any time, acting in accordance with the applicable Managing Standard, permanently remove the designation of “Excluded Location” in respect of any company-owned location under a particular Driven Securitization Brand (including any individual brand comprising the Uniban Brand) or other brand described in clause (i) of the definition of “Excluded Location”, and as of such date of designation, such company-owned locations of such Driven Securitization Brand or other brand will be treated in the same manner as a newly acquired Securitization-Owned Location (or any analogous concept for the relevant Collateral) and the related assets (including any account for the collection of revenue) will constitute Securitization Assets.

(b) Product Sourcing Concentration Accounts and Claims Management Concentration Accounts

(i) On or prior to the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Product Sourcing and Driven Canada Claims Management have established the Canadian Product Sourcing Concentration Account and the Canadian Claims Management Concentration Account. Each Product Sourcing Account and Claims Management Account (that is not a Product Sourcing Concentration Account or Claims Management Concentration Account) opened on or after an applicable Series Closing Date, or such other date of contribution, with respect to Securitization Entities that own a Product Sourcing Business or Claims Management Business is required to be (iA) in the name of Take 5 Propertiesthe applicable Securitization Entity and (iiB) either (x) subject to an Account Control Agreement or (y) a zero balance account which sweeps daily into an account subject to an Account Control Agreement. (including a Product Sourcing Concentration Account or Claims Management Concentration Account, as applicable).    After the opening of any such Securitization-Owned Location Concentration Account, the applicable Manager (on behalf of any applicable Securitization Entities or other Service Recipients) will deposit (or cause to be deposited) into the applicable Securitization-Owned Location Concentration Account:

(A) all cash revenues generated by the applicable Product Sourcing Business or applicable Claims Management Business within three (3) Business Days following receipt of such cash revenues; and

(B) all credit card and debit card proceeds generated by the applicable Product Sourcing Business or applicable Claims Management Business; provided that if such proceeds are not deposited directly into an applicable Concentration Account (including any applicable credit card and debit card sub-account of any such Concentration Account), such proceeds will be deposited within three (3) Business Days following receipt of such credit card and debit card proceeds.

40

(ii) Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business has established and is permitted to maintain local and regional accounts opened prior to the earliest applicable Series Closing Date, or such other date, when the related assets for such Product Sourcing Business or Claims Management Business were contributed to the Securitization Entities pursuant to a Contribution Agreement in connection with the collection of their respective revenues (the “Existing Local Product Sourcing Amounts” and the “Existing Local Claims Management Accounts” respectively, and collectively, the “Existing Local Product Sourcing and Claims Management Accounts”). Each Securitization Entity that owns a Product Sourcing Business or Claims Management Business may establish and is permitted to maintain amounts on deposit at the end of any banking day in Existing Local Product Sourcing and Claims Management Accounts that are not subject to Account Control Agreements to the extent that (x) such Existing Local Product Sourcing and Claims Management Accounts are zero balance accounts which sweep daily into an account subject to an Account Control Agreement or (y) the aggregate maximum amount held in all Existing Local Product Sourcing and Claims Management Accounts in respect of Canadian Securitization Entities does not exceed CAN$3,000,000 and in respect of any applicable U.S. Securitization Entities does not exceed $3,000,000 or such other amount approved by the Control Party (acting at the direction of the Controlling Class Representative); provided that, notwithstanding the foregoing requirements, no Existing Local Product Sourcing and Claims Management Account in respect of Driven Canada Product Sourcing or Driven Canada Claims Management shall be required to be subject to an Account Control Agreement or in compliance with the foregoing conditions until one hundred twenty (120) days following the Series 2020-1 Closing Date.

(iii) (c) The applicable Manager may withdraw available amounts on deposit in any Take 5 Company LocationProduct Sourcing Concentration Account or Claims Management Concentration Account at any time in accordance with the applicable Managing Standard and as otherwise set forth in the Transaction Documents in order to pay operating expenses that are incurred or committed to be paid by Take 5 Company Locationsin respect of the applicable Product Sourcing Business or Claims Management Business in the ordinary course of business, such as the cost of goods sold, labor (including wages, worker’s compensation-related expenses and other labor-related expenses for employees of Take 5 Company Locations), repair, remodeling and maintenance expenses,the applicable Product Sourcing Business or Claims Management Business), insurance (including self-insurance), local advertising expenses, advertising fees allocable to such Take 5 Company Locations and lease and other occupancy expenses, and litigation and settlement costs relating to the applicable Managed Assets and Pass-Throughother Excluded Amounts, including insurance company rebates and other fees and payment payable to Franchisees, locations owned by Non-Securitization Entities, Excluded Locations or third parties and Excluded Amounts described in clause (ii) or (iii) of the definition thereof and, at the option of the applicable Securitization Entity, any such Excluded Amount required or reasonably expected to be payable at or prior to the immediately following four (4) Quarterly Payment Dates or for which a reserve is maintained on account of quarterly or annual payment of such Excluded Amounts; provided that, after the occurrence and during the continuance of any Cash Trapping Period, Rapid Amortization Event or Event of Default, all operating expenses withdrawn from the Take 5 Company Locationany Product Sourcing Concentration AccountsAccount or Claims Management Concentration Account shall be consistent with a monthly budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and withdrawals of any operating expenses from any Take 5 Company Locationsuch Product Sourcing Concentration Account or Claims Management Concentration Account in excess of amounts set forth in the monthly budget

41

will be subject to (i) the delivery by the applicable Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager).

Section 5.8 Trustee as Securities Intermediary.

(a) The Trustee or other Person holding any Base Indenture Account held in the name of the Trustee for the benefit of the Secured Parties (collectively, the “Trustee Accounts”) shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Trustee Account is not the Trustee, the Issuer shall obtain the express agreement of such other Person to the obligations of the Securities Intermediary set forth in this Section 5.8.

(b) The Securities Intermediary agrees that:

(i) the Trustee Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) and each applicable STA will or may be credited;

(ii) the Trustee Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and each applicable STA and the Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC and each applicable STA;

(iii) all securities or other property (other than cash) underlying any Financial Assets credited to any Trustee Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trustee Account be registered in the name of the Issuerapplicable Co-Issuer, payable to the order of the Issuerapplicable Co-Issuer or specially indorsed to the Issuerapplicable Co-Issuer;

(iv) all property delivered to the Securities Intermediary pursuant to this Base Indenture will be promptly credited to the appropriate Trustee Account;

(v) each item of property (whether investment property, security, instrument or cash) credited to a Trustee Account shall be treated as a Financial Asset under Article 8 of the New York UCC and each applicable STA;

(vi) if at any time the Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Trustee Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or any other Person;

(vii) the Trustee Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement; for purposes of all applicable UCCs and STAs and all issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, New York shall be deemed to be the Securities Intermediary’s jurisdiction, and the Trustee Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC and each applicable STA) related thereto) shall be governed by the laws of the State of New York;

42

(viii) the Securities Intermediary has not entered into, and until termination of this Base Indenture will not enter into, any agreement with any other Person relating to the Trustee Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC and each applicable STA) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Base Indenture will not enter into, any agreement with the Issuereither Co-Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.8(b)(vi); and

(ix) except for the claims and interest of the Trustee, the Secured Parties, the IssuerCo-Issuers and the other Securitization Entities in the Trustee Accounts, neither the Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, the Trustee Accounts or any Financial Asset credited thereto; if the Securities Intermediary or the Trustee has Actual Knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Trustee Account or any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Servicer, the ManagerManagers, the Back-Up Manager and the IssuerCo-Issuers thereof.

(c) At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trustee Accounts and in all Proceeds thereof, and (acting at the direction of the Controlling Class Representative) shall be the only Person authorized to originate entitlement orders in respect of the Trustee Accounts; provided that at all other times the Issuerapplicable Co-Issuer (or the applicable Manager on its behalf) shall, subject to the terms of the Indenture and the other Transaction Documents, be authorized to instruct the Trustee to originate entitlement orders in respect of the applicable Trustee Accounts.

Section 5.9 Establishment of Series Accounts; Legacy Accounts.

(a) Establishment of Series Accounts. To the extent specified in the Series Supplement with respect to any Series of Notes, the Trustee may establish and maintain one or more Series Accounts and/or administrative accounts of any such Series Account in accordance with the terms of such Series Supplement.

(b) Legacy Accounts. In the case of any mandatory or optional redemption in full of any Class or Series of Notes issued pursuant to this Base Indenture, on the Notes Discharge Date with respect to such Class or Series of Notes, the Issuereither or both Co-Issuers may (but isare not required to) elect to have all or any portion of the funds held in any Legacy Account with respect to such Class or Series of Notes transferred to the applicable distribution account for such Class or Series of Notes, for application toward the prepayment of such Class or Series of Notes. If the Issuer doesCo-Issuers do not elect to have such funds so transferred, or if the Issuer elects toCo-Issuers elect to have only a portion of such funds so transferred, any funds remaining in the applicable Legacy Account after the applicable Notes Discharge Date shall be deposited into the applicable Collection Account for application in accordance with the Priority of Payments. When the balance of any Legacy Account has been reduced to zero, the Trustee may close such account. The Trustee shall make the distributions and transfers and shall close any accounts as contemplated by this Section 5.9 pursuant to instructions delivered by the IssuerCo-Issuers to the Trustee.

43

Section 5.10 Collections and; Investment Income; Currency Conversions.

(a) Deposits to the Concentration Accounts.

(i) (a) Deposits to the Concentration Account. Until the Indenture is terminated pursuant to Section 12.1, the Issuer shall deposit (or cause to be deposited) the following amounts to the U.S. Concentration Account, in each case, to the extent owed to it or the other U.S. Securitization Entities or theany applicable Take 5 Company Locations located in the United States and promptly after receipt (unless otherwise specified below):

(A) (i) all Franchisee Payments owed to the U.S. SPV Franchising Entities shall be deposited directly to the U.S. Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the U.S. SPV Franchising Entities made to a Lock-Box Account shall be deposited to the U.S. Concentration Account within two (2) Business Days following the receipt of such amounts in such Lock-Box Account;

(B) (ii) within five (5) Business Days after the end of each fiscal week of Take 5 Franchisor and Take 5 Properties, the Weekly Estimated Take 5 CompanySecuritization-Owned Location Profits Amount;

(C) (iii) on or before the tenth (10th) Business Day following the last day of each Take 5 Monthly Fiscal Period, the Monthly Take 5 CompanySecuritization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Take 5 CompanySecuritization-Owned Location Concentration Accounts, and/or draws on the Series 20152019-13 Class A-1 Notes;

(D) (iv) within three (3) Business Days of receipt, all amounts received under theany IP License AgreementsAgreement (including any Canadian IP License Agreement entered into with a Canadian Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP;

(E) (v) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Issuer (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. Concentration Account; and

(F) (vi) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. Collections.

(ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below):

44