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 Manager may elect pursuant to an Officer’s Certificate delivered to the Trustee (with respect to which the Trustee shall have no obligation of any nature whatsoever) to treat all or any portion of the commitment under any Indebtedness 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, 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 the event for which the calculation of the Driven Brands Leverage Ratio is made (each, for purposes of the calculations described in this Section 14.17, a “pro forma event”) shall, at the discretion of the Manager, be calculated on a pro forma basis assuming that all such investments, acquisitions, dispositions, refranchising transactions, mergers, amalgamations, consolidations, discontinued operations, operational changes, business realignment projects or initiatives, restructurings and reorganizations (and the change in Run Rate Adjusted EBITDA resulting therefrom) had occurred on the first day of such pre...
