Common use of Actions under the Transaction Documents Clause in Contracts

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor will permit any other Service Recipient to, take any action that would permit any Driven Brands Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor will permit any other Service Recipient to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient by the Manager would constitute a breach by the Manager of the Management Agreement. (c) The Issuer will not, nor will permit any other Service Recipient to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the Issuer or such other Service Recipient or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient by the Manager would constitute a breach by the Manager of the Management Agreement. (d) Except as otherwise provided in Section 13.1, the Issuer will not, nor will permit any other Service Recipient to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any of the Transaction Documents. (e) Upon the occurrence of a Manager Termination Event under the Management Agreement, (i) the Issuer will not, nor will permit any other Service Recipient to, without the prior written consent of the Control Party, terminate the Manager and appoint any successor Manager in accordance with the Management Agreement and (ii) the Issuer will, and will cause each other Service Recipient to, terminate the Manager and appoint one or more successor Managers in accordance with the Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, take any action that would permit any Driven Brands Securitization Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, take any action which would permit any other Person party to a Franchise Document Document, Contributed Vendor Rebate Contract or New Vendor Rebate Contract to have the right to refuse to perform any of its respective obligations under such Franchise Document Document, Contributed Vendor Rebate Contract or New Vendor Rebate Contract or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document Document, Contributed Vendor Rebate Contract or New Vendor Rebate Contract if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (c) The Issuer will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, except as otherwise provided hereunder, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the Issuer or such other Service Recipient Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (d) Except as otherwise provided in Section 13.1, the The Issuer will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any of the Transaction Documents, subject to Article XIII and except that any such amendment, modification, waiver, supplement, termination or surrender of (i) the Class A-1 Note Purchase Agreement or the Class A-1 Notes Fee Letter shall be in accordance with the terms thereof and (ii) any Charter Document shall be in accordance with Section 8.20 and the terms thereof. (e) Upon the occurrence of a Manager Termination Event under the Management Agreement, (ia) the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, terminate WRI as the initial Manager and appoint any successor Successor Manager in accordance with the Management Agreement and (iib) the Issuer will, and will cause each other Service Recipient Securitization Entity to, terminate WRI as the initial Manager and appoint one or more successor Successor Managers in accordance with the Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, take any action that would permit any Driven Brands Holdco Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (c) The Issuer will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, except as otherwise provided hereunder, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the Issuer or such other Service Recipient Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (d) Except as otherwise provided in Section 13.1, the The Issuer will not, nor will it permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any of the Transaction Documents (other than any Class A-1 Note Purchase Agreement), subject to Section 13.1 or the terms of such other Transaction Documents. (e) Upon the occurrence of a Manager Termination Event under the Management Agreement, (i) the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, terminate the Manager and appoint any successor Successor Manager in accordance with the Management Agreement and (ii) the Issuer will, and will cause each other Service Recipient Securitization Entity to, terminate the Manager and appoint one or more successor Successor Managers in accordance with the Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the Issuerno Co-Issuer will not, nor will it permit any other Service Recipient to, take any action that would permit any Driven Brands Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the Issuerno Co-Issuer will not, nor will it permit any other Service Recipient to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the thesuch Manager of the applicable Management Agreement. (c) The IssuerNo Co-Issuer will not, nor will it permit any other Service Recipient to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the Issuersuch Co-Issuer or such other Service Recipient or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the thesuch Manager of the applicable Management Agreement. (d) Except as otherwise provided in Section 13.1, the Issuer will not, nor will permit any other otherEach Co-Issuer agrees that it will not, and will cause each Service Recipient that is a Subsidiary of such Co-Issuer not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination termination, waiver or surrender of, the terms of any of the Transaction Documents.; provided, however, that each Co-Issuer and each Service Recipient may agree to any amendment, modification, supplement or waiver of any such term of any Transaction Document without any such consent (x) to the extent permitted under the terms of such other Transaction Documents, (y) solely with respect to any Indenture Document, as contemplated by Section 13.1 or (z) with respect to any Transaction Document that is not an Indenture Document, as follows: (i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties or to add to the covenants of any Driven Brands Entity for the benefit of any Securitization Entity; (ii) to terminate any Transaction Document if any party thereto (other than a Service Recipient) becomes, in the reasonable judgment of the Co-Issuers, unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under the Transaction Document, so long as the Co-Issuers enter into a replacement agreement with a new party within 90 days of the termination of the Transaction Document; (iii) to make such other provisions in regard to matters or questions arising under the Transaction Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Noteholder, any Note Owner, or any other Secured Party; provided that an Officers’ Certificate shall be delivered to the Trustee and the Servicer to such effect; or (iv) to make conforming changes related to the joinder or addition of new Service Recipients or Future Securitization Entities. For the avoidance of doubt, the prior written consent of the Control Party shall not be required for any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Transaction Documents to the extent that all affected Noteholders have provided consent, either directly or indirectly through the purchase of Notes that include such terms. (e) Upon the occurrence of a Manager Termination Event under the thea Management Agreement, (i) the Issuerapplicable Co-Issuer will not, nor will it permit any other applicable Service Recipient to, without the prior written consent of the Control Party, terminate the applicable Manager and appoint any successor Manager in accordance with the thesuch Management Agreement and (ii) the Issuerapplicable Co-Issuer will, and will cause each other applicable Service Recipient to, terminate the applicable Manager and appoint one or more successor Managers in accordance with the thesuch Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor and will not permit any other Service Recipient Securitization Entity to, take any action that would permit any Driven Brands Arby’s Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 3.2(a) or Section 8.7(d), the Issuer will not, nor and will not permit any other Service Recipient Securitization Entity to, take any action which that would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (c) The Except as otherwise provided in Section 3.2(a), the Issuer agrees that it will not, nor and will permit any other Service Recipient cause each Securitization Entity not to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the Issuer or such other Service Recipient Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (d) Except as otherwise provided in Section 13.1, the The Issuer agrees that it will not, nor and will permit any other Service Recipient cause each Securitization Entity not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination termination, waiver or surrender of, the terms of any of the Transaction Documents; provided, however, that the Securitization Entities may agree to any amendment, modification, supplement or waiver of any such term of any Transaction Document without any such consent (x) to the extent permitted under the terms of such other Transaction Documents, (y) with respect to any Indenture Document, as contemplated by Article XIII or (z) with respect to any Transaction Document that is not an Indenture Document, as follows: (i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties, or to add to the covenants of any Arby’s Entity for the benefit of any Securitization Entity; (ii) to terminate any such Transaction Document if any party thereto (other than a Securitization Entity) becomes, in the reasonable judgment of the Issuer, unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under such Transaction Document, so long as the Issuer enters into a replacement agreement with a new party within ninety (90) days of the termination of such Transaction Document; (iii) to make such other provisions in regard to matters or questions arising under such Transaction Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Noteholder, any Note Owner or any other Secured Party; provided that an Officer’s Certificate shall be delivered to the Trustee and the Servicer to such effect; (iv) to make conforming changes related to the joinder or addition of Additional Securitization Entities; or (v) in connection with a Series Refinancing Event. For the avoidance of doubt, the prior written consent of the Control Party shall not be required for any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Transaction Documents to the extent that all affected Noteholders have provided consent, through the purchase of Notes that include such terms. The Control Party may conclusively rely on a Noteholder having granted consent to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Transaction Documents to the extent that such Noteholder has acquired Note(s) of a new Series with such amended terms and conditions. Promptly after the effectiveness of any such amendment, modification, supplement or waiver, the Issuer shall send to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency a copy of such consent or agreement, but the failure to do so shall not impair or affect its validity. (e) Upon the occurrence of a Manager Termination Event under the Management Agreement, (i) the Issuer will not, nor and will permit any cause each other Service Recipient Securitization Entity not to, without the prior written consent of the Control PartyParty (at the direction of the Controlling Class Representative), terminate the Manager and appoint any successor Successor Manager in accordance with the Management Agreement and (ii) the Issuer will, and will cause each other Service Recipient Securitization Entity to, terminate the Manager and appoint one or more successor Successor Managers in accordance with the Management Agreement if and when so directed by the Control PartyParty (at the direction of the Controlling Class Representative).

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the no Co-Issuer will notwill, nor will it permit any other Service Recipient to, take any action that would permit any Driven Brands Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the no Co-Issuer will notwill, nor will it permit any other Service Recipient to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the such Manager of the applicable Management Agreement. (c) The No Co-Issuer will notwill, nor will it permit any other Service Recipient to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the such Co-Issuer or such other Service Recipient or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the such Manager of the applicable Management Agreement. (d) Except as otherwise provided in Section 13.1, the Each Co-Issuer agrees that it will not, nor and will permit any other cause each Service Recipient that is a Subsidiary of such Co-Issuer not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination termination, waiver or surrender of, the terms of any of the Transaction Documents; provided, however, that each Co-Issuer and each Service Recipient may agree to any amendment, modification, supplement or waiver of any such term of any Transaction Document without any such consent (x) to the extent permitted under the terms of such other Transaction Documents, (y) solely with respect to any Indenture Document, as contemplated by Section 13.1 or (z) with respect to any Transaction Document that is not an Indenture Document, as follows: (i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties or to add to the covenants of any Driven Brands Entity for the benefit of any Securitization Entity; (ii) to terminate any Transaction Document if any party thereto (other than a Service Recipient) becomes, in the reasonable judgment of the Co-Issuers, unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under the Transaction Document, so long as the Co-Issuers enter into a replacement agreement with a new party within 90 days of the termination of the Transaction Document; (iii) to make such other provisions in regard to matters or questions arising under the Transaction Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Noteholder, any Note Owner, or any other Secured Party; provided that an Officers’ Certificate shall be delivered to the Trustee and the Servicer to such effect; or (iv) to make conforming changes related to the joinder or addition of new Service Recipients or Future Securitization Entities. For the avoidance of doubt, the prior written consent of the Control Party shall not be required for any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Transaction Documents to the extent that all affected Noteholders have provided consent, either directly or indirectly through the purchase of Notes that include such terms. In addition, notwithstanding anything to the contrary herein or in any other Transaction Document, at any time on and after the 2021 Springing Amendments Implementation Date, the Servicing Agreement, the Back-Up Management Agreement and the other Transaction Documents (other than the Indenture Documents) may be amended, amended and restated, supplemented or otherwise modified by the parties thereto, or the applicable Securitization Entities, the Managers, the Trustee and any other applicable party may enter into new Transaction Documents without the consent of the Control Party, the Servicer, the Back-Up Manager (except to the extent that such amendment, restatement, supplement, modification or new Transaction Document impacts the rights, indemnities, remedies, immunities, protections, liabilities, duties and/or obligations of the Control Party, the Servicer or the Back-Up Manager, in which case the consent of the Control Party, the Servicer or the Back-Up Manager, as applicable, shall be required to the extent that the Control Party, the Servicer or the Back-Up Manager, as applicable, shall continue to act as Control Party, Servicer or Back-Up Manager, as applicable, following the execution of any such amendment, restatement, supplement, modification or new Transaction Document, or to the extent any such party is no longer acting in its capacity as Control Party, Servicer or Back-Up Manager but such parties’ rights, indemnification, remedies, immunities, protections, liabilities, duties or obligations expressly survive), the Controlling Class Representative, or any Noteholder, for the purpose of modifying, replacing or subdividing the role of the Servicer, the Back-Up Manager, the Control Party or the Controlling Class Representative; provided that, Rating Agency Confirmation shall be required for any change in respect of any of such parties’ obligation(s) to make Advances. (e) Upon the occurrence of a Manager Termination Event under the a Management Agreement, (i) the applicable Co-Issuer will not, nor will it permit any other applicable Service Recipient to, without the prior written consent of the Control Party, terminate the applicable Manager and appoint any successor Manager in accordance with the such Management Agreement and (ii) the applicable Co-Issuer will, and will cause each other applicable Service Recipient to, terminate the applicable Manager and appoint one or more successor Managers in accordance with the such Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the no Co-Issuer will notwill, nor will it permit any other Service Recipient to, take any action that would permit any Driven Brands Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the no Co-Issuer will notwill, nor will it permit any other Service Recipient to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the such Manager of the applicable Management Agreement. (c) The No Co-Issuer will notwill, nor will it permit any other Service Recipient to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the such Co-Issuer or such other Service Recipient or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the such Manager of the applicable Management Agreement. (d) Except as otherwise provided in Section 13.1, the Each Co-Issuer agrees that it will not, nor and will permit any other cause each Service Recipient that is a Subsidiary of such Co-Issuer not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination termination, waiver or surrender of, the terms of any of the Transaction Documents; provided, however, that each Co-Issuer and each Service Recipient may agree to any amendment, modification, supplement or waiver of any such term of any Transaction Document without any such consent (x) to the extent permitted under the terms of such other Transaction Documents, (y) solely with respect to any Indenture Document, as contemplated by Section 13.1 or (z) with respect to any Transaction Document that is not an Indenture Document, as follows: (i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties or to add to the covenants of any Driven Brands Entity for the benefit of any Securitization Entity; (ii) to terminate any Transaction Document if any party thereto (other than a Service Recipient) becomes, in the reasonable judgment of the Co-Issuers, unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under the Transaction Document, so long as the Co-Issuers enter into a replacement agreement with a new party within 90 days of the termination of the Transaction Document; (iii) to make such other provisions in regard to matters or questions arising under the Transaction Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Noteholder, any Note Owner, or any other Secured Party; provided that an Officers’ Certificate shall be delivered to the Trustee and the Servicer to such effect; (iv) to make conforming changes related to the joinder or addition of new Service Recipients or Future Securitization Entities; or (v) in connection with a Series Refinancing Event. For the avoidance of doubt, the prior written consent of the Control Party shall not be required for any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Transaction Documents to the extent that all affected Noteholders have provided consent, either directly or indirectly through the purchase of Notes that include such terms. In addition, notwithstanding anything to the contrary herein or in any other Transaction Document, at any time on and after the 2021 Springing Amendments Implementation Date, the Servicing Agreement, the Back-Up Management Agreement and the other Transaction Documents (other than the Indenture Documents) may be amended, amended and restated, supplemented or otherwise modified by the parties thereto, or the applicable Securitization Entities, the Managers, the Trustee and any other applicable party may enter into new Transaction Documents without the consent of the Control Party, the Servicer, the Back-Up Manager (except to the extent that such amendment, restatement, supplement, modification or new Transaction Document impacts the rights, indemnities, remedies, immunities, protections, liabilities, duties and/or obligations of the Control Party, the Servicer or the Back-Up Manager, in which case the consent of the Control Party, the Servicer or the Back-Up Manager, as applicable, shall be required to the extent that the Control Party, the Servicer or the Back-Up Manager, as applicable, shall continue to act as Control Party, Servicer or Back-Up Manager, as applicable, following the execution of any such amendment, restatement, supplement, modification or new Transaction Document, or to the extent any such party is no longer acting in its capacity as Control Party, Servicer or Back-Up Manager but such parties’ rights, indemnification, remedies, immunities, protections, liabilities, duties or obligations expressly survive), the Controlling Class Representative, or any Noteholder, for the purpose of modifying, replacing or subdividing the role of the Servicer, the Back-Up Manager, the Control Party or the Controlling Class Representative; provided that, Rating Agency Confirmation shall be required for any change in respect of any of such parties’ obligation(s) to make Advances. (e) Upon the occurrence of a Manager Termination Event under the a Management Agreement, (i) the applicable Co-Issuer will not, nor will it permit any other applicable Service Recipient to, without the prior written consent of the Control Party, terminate the applicable Manager and appoint any successor Successor Manager in accordance with the such Management Agreement and (ii) the applicable Co-Issuer will, and will cause each other applicable Service Recipient to, terminate the applicable Manager and appoint one or more successor Successor Managers in accordance with the such Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the no Co-Issuer will notwill, nor will it permit any other Service Recipient to, take any action that would permit any Driven Brands Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the no Co-Issuer will notwill, nor will it permit any other Service Recipient to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the such Manager of the applicable Management Agreement. (c) The No Co-Issuer will notwill, nor will it permit any other Service Recipient to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the such Co-Issuer or such other Service Recipient or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the such Manager of the applicable Management Agreement. (d) Except as otherwise provided in Section 13.1, the Each Co-Issuer agrees that it will not, nor and will permit any other cause each Service Recipient that is a Subsidiary of such Co-Issuer not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination termination, waiver or surrender of, the terms of any of the Transaction Documents. ; provided, however, that each Co-Issuer and each Service Recipient may agree to any amendment, modification, supplement or waiver of any such term of any Transaction Document without any such consent (ex) Upon to the occurrence of a Manager Termination Event extent permitted under the Management Agreementterms of such other Transaction Documents, (y) solely with respect to any Indenture Document, as contemplated by Section 13.1 or (z) with respect to any Transaction Document that is not an Indenture Document, as follows: (i) to add to the Issuer will not, nor will permit covenants of any other Service Recipient to, without Securitization Entity for the prior written consent benefit of the Control Party, terminate Secured Parties or to add to the Manager and appoint covenants of any successor Manager in accordance with Driven Brands Entity for the Management Agreement and benefit of any Securitization Entity; (ii) to terminate any Transaction Document if any party thereto (other than a Service Recipient) becomes, in the Issuer willreasonable judgment of the Co-Issuers, and will cause each unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under the Transaction Document, so long as the Co-Issuers enter into a replacement agreement with a new party within 90 days of the termination of the Transaction Document; (iii) to make such other Service Recipient toprovisions in regard to matters or questions arising under the Transaction Documents as the parties thereto may deem necessary or desirable, terminate the Manager and appoint one or more successor Managers in accordance which are not inconsistent with the Management Agreement if provisions thereof and when so directed by which shall not materially and adversely affect the Control interests of any Noteholder, any Note Owner, or any other Secured Party; provided that an Officers’ Certificate shall be delivered to the Trustee and the Servicer to such effect; or (iv) to make conforming changes related to the joinder or addition of new Service Recipients or Future Securitization Entities.; or

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, take any action that would permit any Driven Brands Holdco Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (c) The Issuer will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, except as otherwise provided hereunder, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the Issuer or such other Service Recipient Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (d) Except as otherwise provided in Section 13.1, the The Issuer will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any of the Transaction DocumentsDocuments (other than the Series 2016-1 Class A-1 Note Purchase Agreement), subject to Section 13.1. (e) Upon the occurrence of a Manager Termination Event under the Management Agreement, (i) the Issuer will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, terminate the Manager and appoint any successor Successor Manager in accordance with the Management Agreement and (ii) the Issuer will, and will cause each other Service Recipient Securitization Entity to, terminate the Manager and appoint one or more successor Successor Managers in accordance with the Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the Issuer Co-Issuers will not, nor will permit any other Service Recipient Securitization Entity to, take any action that would permit any Driven Brands Securitization Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the Issuer Co-Issuers will not, nor will permit any other Service Recipient Securitization Entity to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (c) The Issuer Co-Issuers will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, except as otherwise provided hereunder, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the Issuer Co-Issuers or such other Service Recipient Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (d) Except as otherwise provided in Section 13.1, the Issuer The Co-Issuers will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any of the Transaction Documents (other than the Series 2017-1 Class A-1 Note Purchase Agreement), subject to Section 13.1 or the terms of such other Transaction Documents. (e) Upon the occurrence of a Manager Termination Event under the Management Agreement, (i) the Issuer Co-Issuers will not, nor will permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, terminate the Manager and appoint any successor Successor Manager in accordance with the Management Agreement and (ii) the Issuer Co-Issuers will, and will cause each other Service Recipient Securitization Entity to, terminate the Manager and appoint one or more successor Successor Managers in accordance with the Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the no Co-Issuer will notwill, nor will it permit any other Service Recipient to, take any action that would permit any Driven Brands Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 8.7(d), the no Co-Issuer will notwill, nor will it permit any other Service Recipient to, take any action which would permit any other Person party to a Franchise Document to have the right to refuse to perform any of its respective obligations under such Franchise Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the such Manager of the applicable Management Agreement. (c) The No Co-Issuer will notwill, nor will it permit any other Service Recipient to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the such Co-Issuer or such other Service Recipient or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient by the applicable Manager would constitute a breach by the such Manager of the applicable Management Agreement. (d) Except as otherwise provided in Section 13.1, the Each Co-Issuer agrees that it will not, nor and will permit any other cause each Service Recipient that is a Subsidiary of such Co-Issuer not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination termination, waiver or surrender of, the terms of any of the Transaction Documents; provided, however, that each Co-Issuer and each Service Recipient may agree to any amendment, modification, supplement or waiver of any such term of any Transaction Document without any such consent (x) to the extent permitted under the terms of such other Transaction Documents, (y) solely with respect to any Indenture Document, as contemplated by Section 13.1 or (z) with respect to any Transaction Document that is not an Indenture Document, as follows: (i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties or to add to the covenants of any Driven Brands Entity for the benefit of any Securitization Entity; (ii) to terminate any Transaction Document if any party thereto (other than a Service Recipient) becomes, in the reasonable judgment of the Co- Issuers, unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under the Transaction Document, so long as the Co- Issuers enter into a replacement agreement with a new party within 90 days of the termination of the Transaction Document; (iii) to make such other provisions in regard to matters or questions arising under the Transaction Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Noteholder, any Note Owner, or any other Secured Party; provided that an Officers’ Certificate shall be delivered to the Trustee and the Servicer to such effect; or (iv) to make conforming changes related to the joinder or addition of new Service Recipients or Future Securitization Entities. For the avoidance of doubt, the prior written consent of the Control Party shall not be required for any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Transaction Documents to the extent that all affected Noteholders have provided consent, either directly or indirectly through the purchase of Notes that include such terms. (e) Upon the occurrence of a Manager Termination Event under the a Management Agreement, (i) the applicable Co-Issuer will not, nor will it permit any other applicable Service Recipient to, without the prior written consent of the Control Party, terminate the applicable Manager and appoint any successor Manager in accordance with the such Management Agreement and (ii) the applicable Co- Issuer will, and will cause each other applicable Service Recipient to, terminate the applicable Manager and appoint one or more successor Managers in accordance with the such Management Agreement if and when so directed by the Control Party.

Actions under the Transaction Documents. (a) Except as otherwise provided in Section 8.7(d), the Issuer will shall not, nor will shall permit any other Service Recipient Securitization Entity to, take any action that would permit any Driven Brands Securitization Entity or any other Person party to a Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Transaction Document. (b) Except as otherwise provided in Section 3.2(a) or Section 8.7(d), the Issuer will shall not, nor will shall permit any other Service Recipient Securitization Entity to, take any action which would permit any other Person party to a Franchise Document Document, Contributed Vendor Rebate Contract or New Vendor Rebate Contract to have the right to refuse to perform any of its respective obligations under such Franchise Document Document, Contributed Vendor Rebate Contract or New Vendor Rebate Contract or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Franchise Document Document, Contributed Vendor Rebate Contract or New Vendor Rebate Contract if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (c) The Issuer will shall not, nor will shall permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control Party, except as otherwise provided hereunder (including in Section 3.2(a)), exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to the Issuer or such other Service Recipient Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Service Recipient Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement. (d) Except as otherwise provided in Section 13.1, the The Issuer agrees that it will not, nor and will permit any other Service Recipient cause each Securitization Entity not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination termination, waiver or surrender of, the terms of any of the Transaction Documents; provided, however, that the Securitization Entities may agree to any amendment, modification, supplement or waiver of any such term of any Transaction Document without any such consent (x) to the extent permitted under the terms of such other Transaction Documents, (y) with respect to any Indenture Document, as contemplated by Article XIII or (z) with respect to any Transaction Document that is not an Indenture Document, as follows: (i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties, or to add to the covenants of any Wingstop Entity for the benefit of any Securitization Entity; (ii) to terminate any such Transaction Document if any party thereto (other than a Securitization Entity) becomes, in the reasonable judgment of the Issuer, unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under such Transaction Document, so long as the Issuer enters into a replacement agreement with a new party within ninety (90) days of the termination of such Transaction Document; (iii) to make such other provisions in regard to matters or questions arising under such Transaction Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Noteholder, any Note Owner or any other Secured Party; provided that an Officer’s Certificate shall be delivered to the Trustee, the Back-Up Manager and the Servicer to such effect; (iv) to make conforming changes related to the joinder or addition of Future Securitization Entities; or (v) in connection with a Series Refinancing Event. For the avoidance of doubt, the prior written consent of the Control Party shall not be required for any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Transaction Documents to the extent that all affected Noteholders have provided consent, through the purchase of Notes that include such terms. The Control Party may conclusively rely on a Noteholder having granted consent to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Transaction Documents to the extent that such Noteholder has acquired Note(s) of a new Series with such amended terms and conditions. Promptly after the effectiveness of any such amendment, modification, supplement or waiver, the Issuer shall send to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency a copy of such consent or agreement, but the failure to do so shall not impair or affect its validity. (e) Upon the occurrence of a Manager Termination Event under the Management Agreement, (ia) the Issuer will shall not, nor will shall permit any other Service Recipient Securitization Entity to, without the prior written consent of the Control PartyParty (at the direction of the Controlling Class Representative), terminate WRI as the initial Manager and appoint any successor Successor Manager in accordance with the Management Agreement and (iib) the Issuer willshall, and will shall cause each other Service Recipient Securitization Entity to, terminate WRI as the initial Manager and appoint one or more successor Successor Managers in accordance with the Management Agreement if and when so directed by the Control PartyParty (at the direction of the Controlling Class Representative).