Currency Conversion Election Period. For each of the first ten (10) Weekly Allocation Dates with respect to any Quarterly Fiscal Period (each such period with respect to any Quarterly Fiscal Period, an “Initial Currency Conversion Election Period”) and, except for the eleventh (11th) Weekly Allocation Date with respect to such Quarterly Fiscal Period, for each Weekly Allocation Date following the Initial Currency Conversion Election Period with respect to such Quarterly Fiscal Period (each such period with respect to any Quarterly Fiscal Period, an “Extended Currency Conversion Election Period”) that is not, in each case, a Currency Conversion Opt-Out Excluded Weekly Allocation Date, the Co-Issuers (or their respective Managers, acting in good faith and in accordance with the applicable Managing Standard) may elect, in the manner described in the next paragraph and in their reasonable discretion, for U.S. Collections, including any U.S. Dollar-denominated U.S. Shortfall Payment Amount, and Canadian Collections, including any Canadian Direct Payment Amounts, any Canadian Dollar-denominated Canadian Allocation Amount and any Canadian Dollar-denominated Canadian Shortfall Payment Amount, on deposit in the Collection Accounts to be applied pursuant to the Priority of Payments for the immediately following Weekly Allocation Date either (x) without subjecting any such Collections to an immediate Currency Conversion (as defined below) (each such Weekly Allocation Date, a “Currency Conversion Opt-Out Weekly Allocation Date”) or (y) following the settlement of the requisite portion of such Collections pursuant to a Currency Conversion (each such Weekly Allocation Date, a “Currency Conversion Weekly Allocation Date”). The Co-Issuers may not elect for any Weekly Allocation Date to be a Currency Conversion Opt-Out Weekly Allocation Date if (i) a Cash Trapping Period, Manager Termination Event, Rapid Amortization Event or Event of Default has occurred and is continuing as of the related Weekly Calculation Date immediately preceding such Weekly Allocation Date, (ii) the Class A-1 Notes Renewal Date (after giving effect to any extensions) for one or more Series of Notes has occurred and the related Class A-1 Notes of such Series have not been repaid on or before such related Weekly Calculation Date, (iii) such Weekly Allocation Date is the eleventh (11th) Weekly Allocation Date with respect to the related Quarterly Fiscal Period or (iv) such Weekly Allocation Date is a Currency Conversion Opt-Out Excluded Weekly Allocation Date. Each Weekly Allocation Date for which the election described above is unavailable will automatically be a Currency Conversion Weekly Allocation Date. Except for Canadian Direct Payment Amounts paid to the Canadian Manager or a third party, in each case, pursuant to the Priority of Payments or pursuant to priority (v) or (xix) of the Priority of Payments, all payments (but not all allocations) made pursuant to the Priority of Payments will be denominated in U.S. Dollars.
Appears in 3 contracts
Samples: Amendment No. 11 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Amendment No. 9 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Base Indenture Amendment (Driven Brands Holdings Inc.)
Currency Conversion Election Period. For each of the first ten (10) Weekly Allocation Dates with respect to any Quarterly Fiscal Period (each such period with respect to any Quarterly Fiscal Period, an “Initial Currency Conversion Election Period”) and, except for the eleventh (11th) Weekly Allocation Date with respect to such Quarterly Fiscal Period, for each Weekly Allocation Date following the Initial Currency Conversion Election Period with respect to such Quarterly Fiscal Period (each such period with respect to any Quarterly Fiscal Period, an “Extended Currency Conversion Election Period”) that is not, in each case, a Currency Conversion Opt-Out Excluded Weekly Allocation Date, the Co-Issuers (or their respective Managers, acting in good faith and in accordance with the applicable Managing Standard) may elect, in the manner described in the next paragraph and in their reasonable discretion, for U.S. Collections, including any U.S. Dollar-denominated U.S. Shortfall Payment Amount, and Canadian Collections, including any Canadian Direct Payment Amounts, any Canadian Dollar-denominated Canadian Allocation Amount and any Canadian Dollar-denominated Canadian Shortfall Payment Amount, on deposit in the Collection Accounts to be applied pursuant to the Priority of Payments for the immediately following Weekly Allocation Date either (x) without subjecting any such Collections to an immediate Currency Conversion (as defined below) (each such Weekly Allocation Date, a “Currency Conversion Opt-Out Weekly Allocation Date”) or (y) following the settlement of the requisite portion of such Collections pursuant to a Currency Conversion (each such Weekly Allocation Date, a “Currency Conversion Weekly Allocation Date”). The Co-Issuers may not elect for any Weekly Allocation Date to be a Currency Conversion Opt-Out Weekly Allocation Date if (i) a Cash Trapping Period, Manager Termination Event, Rapid Amortization Event or Event of Default has occurred and is continuing as of the related Weekly Calculation Date immediately preceding such Weekly Allocation Date, (ii) the Class A-1 Notes Renewal Date (after giving effect to any extensions) for one or more Series of Notes has occurred and the related Class A-1 Notes of such Series have not been repaid on or before such related Weekly Calculation Date, (iii) such Weekly Allocation Date is the eleventh (11th) Weekly Allocation Date with respect to the related Quarterly Fiscal Period or (iv) such Weekly Allocation Date is a Currency Conversion Opt-Out Excluded Weekly Allocation Date. Each Weekly Allocation Date for which the election described above is unavailable will automatically be a Currency Conversion Weekly Allocation Date. Except for Canadian Direct Payment Amounts paid to the Canadian Manager or a third party, in each case, pursuant to the Priority of Payments or pursuant to priority (v) or (xix) of the Priority of PaymentsAmounts, all payments (but not all allocations) made pursuant to the Priority of Payments will be denominated in U.S. Dollars.
Appears in 1 contract
Currency Conversion Election Period. (i) For each of the first ten (10) Weekly Allocation Dates with respect to any Quarterly Fiscal Period (each such period with respect to any Quarterly Fiscal Period, an “Initial Currency Conversion Election Period”) and, except for the eleventh (11th) Weekly Allocation Date with respect to such Quarterly Fiscal Period, for each Weekly Allocation Date following the Initial Currency Conversion Election Period with respect to such Quarterly Fiscal Period (each such period with respect to any Quarterly Fiscal Period, an “Extended Currency Conversion Election Period”) that is not, in each case, a Currency Conversion Opt-Out Excluded Weekly Allocation Date, the Co-Issuers (or their respective Managers, acting in good faith and in accordance with the applicable Managing Standard) may elect, in the manner described in the next paragraph and in their reasonable discretion, for U.S. Collections, including any U.S. Dollar-denominated U.S. Shortfall Payment Amount, and Canadian Collections, including any Canadian Direct Payment Amounts, any Canadian Dollar-denominated Canadian Allocation Amount and any Canadian Dollar-denominated Canadian Shortfall Payment Amount, on deposit in the Collection Accounts to be applied pursuant to the Priority of Payments for the immediately following Weekly Allocation Date either (x) without subjecting any such Collections to an immediate Currency Conversion (as defined below) (each such Weekly Allocation Date, a “Currency Conversion Opt-Out Weekly Allocation Date”) or (y) following the settlement of the requisite portion of such Collections pursuant to a Currency Conversion (each such Weekly Allocation Date, a “Currency Conversion Weekly Allocation Date”). The Co-Co- Issuers may not elect for any Weekly Allocation Date to be a Currency Conversion Opt-Out Weekly Allocation Date if (i) a Cash Trapping Period, Manager Termination Event, Rapid Amortization Event or Event of Default has occurred and is continuing as of the related Weekly Calculation Date immediately preceding such Weekly Allocation Date, (ii) the Class A-1 Notes Renewal Date (after giving effect to any extensions) for one or more Series of Notes has occurred and the related Class A-1 Notes of such Series have not been repaid on or before such related Weekly Calculation Date, (iii) such Weekly Allocation Date is the eleventh (11th) Weekly Allocation Date with respect to the related Quarterly Fiscal Period or (iv) such Weekly Allocation Date is a Currency Conversion Opt-Out Excluded Weekly Allocation Date. Each Weekly Allocation Date for which the election described above is unavailable will automatically be a Currency Conversion Weekly Allocation Date. Except for Canadian Direct Payment Amounts paid to the Canadian Manager or a third party, in each case, pursuant to the Priority of Payments or pursuant to priority (v) or (xix) of the Priority of Payments, all payments (but not all allocations) made pursuant to the Priority of Payments will be denominated in U.S. Dollars.Conversion
Appears in 1 contract