Common use of Rapid Amortization Events Clause in Contracts

Rapid Amortization Events. The Notes will be subject to rapid amortization in whole and not in part following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Co-Issuers (with a copy to the Managers, the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (d) will occur automatically without any declaration thereof by the Control Party (at the direction of the Controlling Class Representative): (a) the failure to maintain a DSCR of at least 1.20:1.00 as calculated on any Quarterly Calculation Date; provided, that, on and after the 2022 Springing Amendments Implementation Date, such threshold may be increased at the request of the Co-Issuers subject to approval by the Control Party and, to the extent that any Rapid Amortization Event has occurred and is continuing, each Noteholder of each Series of applicable Notes Outstanding; (b) the occurrence of a Manager Termination Event; (c) the occurrence of an Event of Default; (d) the Co-Issuers have not repaid or refinanced any Series of Notes (or Class thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes or Class; or (e) (x) prior to the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $640,000,000; provided that such threshold may be decreased in connection with a Permitted Brand Disposition subject to approval by the Control Party and receipt of the Rating Agency Confirmation and (y) on and after the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $1,500,000,000; provided that such threshold may be increased or decreased at the request of the Co-Issuers subject to approval by the Control Party and satisfaction of the Rating Agency Condition. On and after the System-Wide Sales Trigger Date, any changes to Section 9.1(e) of the Indenture related to approval of changes to the Driven Brands System-Wide Sales will be approved by the Control Party at the direction of the Co-Issuers and will not require any further consent or review by the Control Party, and the Control Party’s approval will be deemed to be consistent with the Servicing Standard.

Rapid Amortization Events. The Notes will be subject to rapid amortization in whole and not in part following the occurrence of any of the following events (and any events that may be added in connection with the issuance of any Additional Notes) as declared by the Control Party (acting at the direction of the Controlling Class Representative) by written notice to the Co-Issuers Issuer (with a copy to the Managers, the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided provided, that a Rapid Amortization Event described in clause (dg) will occur automatically without any declaration thereof by the Control Party unless the Control Party (acting at the direction of the Controlling Class Representative):) and each Noteholder of the applicable Notes that have not been repaid or refinanced in full on or prior to the applicable Series Anticipated Repayment Date have agreed to waive such event in accordance with Section 9.7: (a) the failure to maintain a P&I DSCR of at least 1.20:1.00 greater than 1.20x as calculated on any Quarterly Calculation Date; provided, that, on and after the 2022 Springing Amendments Implementation Date, such threshold may be increased at the request of the Co-Issuers subject to approval by the Control Party and, to the extent that any Rapid Amortization Event has occurred and is continuing, each Noteholder of each Series of applicable Notes Outstanding; (b) the occurrence of a Manager Termination Event; (c) the occurrence of an Event of Default; (d) the Co-Issuers have not repaid or refinanced any Series of Notes (or Class thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes or Class; or (e) (x) prior to the System-Wide Sales Trigger Date, Driven FAT Brands System-Wide Systemwide Sales as calculated on any Quarterly Calculation Date are less than $640,000,000250,000,000; provided that such threshold may be decreased in connection with a Permitted Brand Disposition subject to approval by the Control Party and receipt of the Rating Agency Confirmation and (y) on and after the System-Wide Sales Trigger Dateprovided, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $1,500,000,000; provided that such threshold may be increased or decreased at the request of the Co-Issuers Issuer subject to approval by the Control Party and (acting at the direction of the Controlling Class Representative) and, if a Series of Notes Outstanding is rated, then satisfaction of the Rating Agency Condition. On and after ; (e) the System-Wide Sales Trigger FAT Brands Leverage Ratio is greater than 7.50x as calculated on any Quarterly Calculation Date, ; (f) the Senior Leverage Ratio is greater than 7.00x as calculated on any changes to Section 9.1(eQuarterly Calculation Date; or (g) the occurrence of the Indenture related to approval of changes to the Driven Brands System-Wide Sales will be approved by the Control Party at the direction of the Co-Issuers and will not require any further consent or review by the Control Party, and the Control Party’s approval will be deemed to be consistent with the Servicing Standarda Series Anticipated Repayment Date.

Rapid Amortization Events. The Notes will shall be subject to rapid amortization amortization, in whole and not in part part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Co-Issuers Master Issuer (with a copy to the Managers, the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (de) will below shall occur automatically without any declaration thereof by the Control Party (at unless the direction Control Party and 100% of the Controlling Class Representative):Noteholders (or, on and after the 2022 Springing Amendments Implementation Date, the Control Party and 100% of the affected Noteholders) have agreed to waive such event in accordance with Section 9.7: (a) the failure DSCR with respect to maintain a DSCR of at least 1.20:1.00 as calculated on any Quarterly Calculation DatePayment Date is less than the Rapid Amortization DSCR Threshold; provided, that, on and after the 2022 Springing Amendments Implementation Date, such threshold may be increased at the request of the Co-Issuers Master Issuer, subject to approval by the Control Party and, to the extent that any Rapid Amortization Event has occurred and is continuing, each Noteholder of each Series of applicable Notes Outstanding;. (b) Wendy’s Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,000; provided, that on and after the occurrence 2022 Springing Amendments Implementation Date, such amount may be increased or decreased at the request of a Manager Termination Eventthe Master Issuer subject to approval by the Control Party and satisfaction of the Rating Agency Condition; (c) the occurrence of an a Manager Termination Event of Defaultshall have occurred; (d) an Event of Default shall have occurred; or (e) the Co-Issuers have Master Issuer has not repaid or refinanced any a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or ClassClass or Tranche thereunder); or (e) (x) prior provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the System-Wide Sales Trigger Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, Driven Brands System-Wide Sales as calculated and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Date, such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing; provided, that on any Quarterly Calculation Date are less than $640,000,000; provided that and after the 2022 Springing Amendments Implementation Date, such threshold may be decreased in connection with a Permitted Brand Disposition increased at the request of the Master Issuer, subject to approval by the Control Party and receipt each Noteholder of each Series of applicable Notes Outstanding that have not been repaid or refinanced in full on or prior to the Rating Agency Confirmation and (y) on and after applicable Series Anticipated Repayment Date. For the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $1,500,000,000; provided that such threshold may be increased or decreased at the request avoidance of the Co-Issuers subject to approval by the Control Party and satisfaction of the Rating Agency Condition. On and after the System-Wide Sales Trigger Datedoubt, any changes Scheduled Principal Payments set forth in any Series Supplement shall continue to Section 9.1(e) of the Indenture related to approval of changes be made when due and payable subsequent to the Driven Brands System-Wide Sales will be approved by the Control Party at the direction occurrence of the Co-Issuers and will not require any further consent or review by the Control Party, and the Control Party’s approval will be deemed to be consistent with the Servicing Standarda Rapid Amortization Event.

Rapid Amortization Events. The Notes will be subject to rapid amortization in whole and not in part following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Co-Issuers (with a copy to the Managers, the Back-Up Manager Managers and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (d) will occur automatically without any declaration thereof by the Control Party (at the direction of the Controlling Class Representative): (a) the failure to maintain a DSCR of at least 1.20:1.00 as calculated on any Quarterly Calculation Date; provided, that, on and after the 2022 Springing Amendments Implementation Date, such threshold may be increased at the request of the Co-Issuers subject to approval by the Control Party and, to the extent that any Rapid Amortization Event has occurred and is continuing, each Noteholder of each Series of applicable Notes Outstanding; (b) the occurrence of a Manager Termination Event; (c) the occurrence of an Event of Default; (d) the Co-Issuers have not repaid or refinanced any Series of Notes (or Class thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes or Class; or (e) (x) prior to the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $640,000,000; provided that such threshold may be decreased in connection with a Permitted Brand Disposition subject to approval by the Control Party and receipt of the Rating Agency Confirmation and Confirmation. 3and (y) on and after the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $1,500,000,000; provided that such threshold may be increased or decreased at the request of the Co-Issuers subject to approval by the Control Party and satisfaction of the Rating Agency Condition. On and after the System-Wide Sales Trigger Date, any changes to Section 9.1(e) of the Indenture related to approval of changes to the Driven Brands System-Wide Sales will be approved by the Control Party at the direction of the Co-Issuers and will not require any further consent or review by the Control Party, and the Control Party’s approval will be deemed to be consistent with the Servicing Standard.