Common use of Calculations to be Made in Good Faith Clause in Contracts

Calculations to be Made in Good Faith. For purposes of the calculations described in this Section 14.17, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Managers. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Managers as set forth in an Officers’ Certificate delivered to each of the Trustee and the Control Party (with respect to which the Trustee and the Control Party shall have no obligation of any nature whatsoever) to reflect (1) excess owner compensation, reasonably estimated or actual cost savings, operating improvements, synergies, integration costs and expenses and other pro forma adjustments, in each case reasonably expected to result from the applicable pro forma event, and (2) all adjustments of the nature used in connection with the calculation of “Parent Adjusted EBITDA” and/or “Net Cash Flow”, as applicable, as set forth in the definition thereof, to the extent such adjustments, without duplication, continue to be applicable to such preceding four Quarterly Fiscal Periods. When calculating the Driven Brands Leverage Ratio or the Senior Leverage Ratio described in this Section 14.17 in connection with any commitment in respect of any Indebtedness relating to an acquisition, the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, shall, at the discretion of the Managers, be calculated on a pro forma basis giving effect to such acquisition and the other transactions to be entered into in connection therewith (including such incurrence of Indebtedness and the use of proceeds therefrom) as if they occurred at the beginning of the period of four (4) consecutive Quarterly Fiscal Periods most recently ended as of such date of determination; provided that (x) the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, shall not be tested again at the time of the consummation of such acquisition or related transactions and (y) any such transaction shall be deemed to have occurred on the date the definitive agreements are entered into for purposes of subsequently calculating the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, after the date of such agreement and before the consummation of such acquisition.

Calculations to be Made in Good Faith. For purposes of the calculations described in this Section 14.17, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Managers. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Managers as set forth in an Officers’ Certificate delivered to each of the Trustee and the Control Party (with respect to which the Trustee and the Control Party shall have no obligation of any nature whatsoever) to reflect (1) excess owner compensation, reasonably estimated or actual cost savings, operating improvements, synergies, integration costs and expenses and other pro forma adjustments, in each case reasonably expected to result from the applicable pro forma event, and (2) all adjustments of the nature used in connection with the calculation of “Parent Run RateParent Adjusted EBITDA” and/or “Net Cash Flow”, as applicable, as set forth in the definition thereof, to the extent such adjustments, without duplication, continue to be applicable to such preceding four Quarterly Fiscal Periods. When calculating the Driven Brands Leverage Ratio or the Senior Leverage Ratio described in this Section 14.17 in connection with any commitment in respect of any Indebtedness relating to an acquisition, the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, shall, at the discretion of the Managers, be calculated on a pro forma basis giving effect to such acquisition and the other transactions to be entered into in connection therewith (including such incurrence of Indebtedness and the use of proceeds therefrom) as if they occurred at the beginning of the period of four (4) consecutive Quarterly Fiscal Periods most recently ended as of such date of determination; provided that (x) the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, shall not be tested again at the time of the consummation of such acquisition or related transactions and (y) any such transaction shall be deemed to have occurred on the date the definitive agreements are entered into for purposes of subsequently calculating the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, after the date of such agreement and before the consummation of such acquisition.

Calculations to be Made in Good Faith. For purposes of the calculations described in this Section 14.17, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Managers. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Managers as set forth in an Officers’ Certificate delivered to each of the Trustee and the Control Party (with respect to which the Trustee and the Control Party shall have no obligation of any nature whatsoever) to reflect (1) excess owner compensation, reasonably estimated or actual cost savings, operating improvements, synergies, integration costs and expenses and other pro forma adjustments, in each case reasonably expected to result from the applicable pro forma event, and (2) all adjustments of the nature used in connection with the calculation of “Parent Run Rate Adjusted EBITDA” and/or “Net Cash Flow”, as applicable, as set forth in the definition thereof, to the extent such adjustments, without duplication, continue to be applicable to such preceding four Quarterly Fiscal Periods. When calculating the Driven Brands Leverage Ratio or the Senior Leverage Ratio described in this Section 14.17 in connection with any commitment in respect of any Indebtedness relating to an acquisition, the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, shall, at the discretion of the Managers, be calculated on a pro forma basis giving effect to such acquisition and the other transactions to be entered into in connection therewith (including such incurrence of Indebtedness and the use of proceeds therefrom) as if they occurred at the beginning of the period of four (4) consecutive Quarterly Fiscal Periods most recently ended as of such date of determination; provided that (x) the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, shall not be tested again at the time of the consummation of such acquisition or related transactions and (y) any such transaction shall be deemed to have occurred on the date the definitive agreements are entered into for purposes of subsequently calculating the Driven Brands Leverage Ratio or the Senior Leverage Ratio, as applicable, after the date of such agreement and before the consummation of such acquisition.