Driven Brands Leverage Ratio Sample Clauses

Driven Brands Leverage Ratio. (i) In the event that the Driven Brands Entities incur, repay, repurchase or redeem any Indebtedness subsequent to the commencement of the period for which the Driven Brands Leverage Ratio is being calculated but prior to the event for which the calculation of the Driven Brands Leverage Ratio is made, then the Driven Brands Leverage Ratio shall be calculated giving pro forma effect to such incurrence, repayment, repurchase or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable preceding four Quarterly Fiscal Periods (including in the case of any incurrence or issuance, a pro forma application of the net proceeds therefrom); provided that the Managers may elect pursuant to 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 treat all or any portion of the commitment under any Indebtedness (including all or a portion of the commitments under any acquisition debt financing commitment arrangement (including customary bridge-to-bond or bridge-to- securitization commitments) with respect to Indebtedness not yet incurred, and the term “incur” and derivations thereof shall include the obtaining of any such commitment for such financing and any replacement or refinancing thereof for all purposes of this Section 14.17(a) and the Transaction Documents) as being incurred at such time, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time. (ii) For purposes of making the computation of the Driven Brands Leverage Ratio (including, without limitation, the calculation of Run Rate Adjusted EBITDA used therein), investments, payments of debt, dividends, distributions or similar payments, acquisitions, dispositions, refranchising transactions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that any of the Driven Brands Entities has either determined to make or made during the preceding four Quarterly Fiscal Periods or subsequent to such preceding four Quarterly Fiscal Periods and on or prior to or simultaneously with or subsequent to the event for whic...