Driven Brands Leverage Ratio definition
Driven Brands Leverage Ratio means, as of any date of determination, the ratio of (a) (i) Indebtedness of the Driven Brands Entities (provided that, solely for purposes of calculating any Series Non-Amortization Test with respect to each Series of Notes issued on or prior to the Series 2020-1 Closing Date, with respect to each Series of Class A-1 Notes Outstanding, the aggregate principal amount of each such Series of Class A-1 Notes will be deemed to be equal to the Class A-1 Notes Maximum Principal Amount for each such Series) as of the end of the most recently ended Quarterly Fiscal Period less (ii) the sum of (v) the cash and cash equivalents of the Driven Brands Entities credited to the Interest Reserve Accounts in respect of the Senior Notes and the Senior Subordinated Notes and the Cash Trap Reserve Accounts as of the end of the most recently ended Quarterly Fiscal Period, (w) the cash and cash equivalents of the Securitization Entities maintained in the Management Accounts that, pursuant to a Weekly Manager’s Certificate delivered on or prior to such date, will be paid to the Managers or constitute the U.S. Residual Amount or Canadian Residual Amount on the next succeeding Weekly Allocation Date, (x) the available amount of each Interest Reserve Letter of Credit as of the end of the most recently ended Quarterly Fiscal Period, (y) the unrestricted cash and cash equivalents of the Non-Securitization Entities and, to the extent consisting of the U.S. Residual Amount or Canadian Residual Amount, the Securitization Entities as of the end of the most recently ended Quarterly Fiscal Period (in each case, excluding any unrestricted cash or cash equivalents contributed to the Driven Brands Entities solely with the intent of satisfying such condition in bad faith and immediately redistributed to the parent companies of the Driven Brands Entities) and (z) the cash and cash equivalents of the Securitization Entities maintained in any Pre-Funding Account and any Pre-Funding Reserve Account to (b) Run Rate Adjusted EBITDA of the Driven Brands Entities for the immediately preceding four (4) Quarterly Fiscal Periods most recently ended as of such date and for which financial statements are required to have been delivered. The Driven Brands Leverage Ratio shall be calculated in accordance with Section 14.17(a) of the Base Indenture.”
Driven Brands Leverage Ratio with the consent of the Control Party including, without limitation, in connection with any change of control. “Driven Brands License Agreement” means the amended and restated Driven Brands License Agreement, dated as of October 4, 2019, by and between the U.S. SPV Franchising Entities (other than CARSTAR Franchisor and FUSA Franchisor), as licensors, and DBI, as licensee, as amended, amended and restated, supplemented or otherwise modified from time to time. “Driven Brands Canadian License Agreement” means the Driven Brands Canadian License Agreement, dated as of the Series 2020-1 Closing Date, by and between the Canadian Co-Issuer, Go! Glass Franchisor and Star Auto Glass Franchisor, as licensors, and Driven Brands Canada Shared Services Inc. as licensee, as amended, amended and restated, supplemented or otherwise modified from time to time. “Driven Brands System” means the system of stores, service centers and distribution centers operating under the Driven Securitization Brands in the United States and Canada.
Driven Brands Leverage Ratio set forth in Annex A of the Base Indenture is hereby amended and restated to read in its entirety as follows:
Examples of Driven Brands Leverage Ratio in a sentence
Pursuant to each Series 2019-2 Monthly Pre-Funding Officer’s Certificate delivered in accordance with this Section 3.7(b), the Issuer (or the Manager on its behalf) shall certify that (i) the Driven Brands Leverage Ratio is not greater than 7.00x and (ii) the Senior Leverage Ratio is not greater than 6.50x except to the extent otherwise calculated as set forth therein.
In determining the Driven Brands Leverage Ratio and the Senior Leverage Ratio solely for the purpose of the calculation in accordance with Section 3.7(c)(ii) hereof, the Issuer may elect to calculate such ratios on a trailing-twelve-month basis so long as such calculation is provided in accordance with the applicable Series 2019-2 Pre-Funding Release Request.
Pursuant to each Series 2019-2 Monthly Pre-Funding Officer’s Certificate delivered in accordance with this Section 3.7(b), the IssuerCo-Issuers (or the ManagerManagers on itstheir behalf) shall certify that (i) the Driven Brands Leverage Ratio is not greater than 7.00x and (ii) the Senior Leverage Ratio is not greater than 6.50x except to the extent otherwise calculated as set forth therein.
For all existing Series of Notes for which the applicable Series Non-Amortization Test requires testing of both the Senior Leverage Ratio and the Driven Brands Leverage Ratio, the Co-Issuers shall give up their right to suspend payments under priority (x) of the Priority of Payments upon satisfaction of the related Series Non-Amortization Test.
In determining the Driven Brands Leverage Ratio and the Senior Leverage Ratio solely for the purpose of the calculation in accordance with Section 3.7(c)(ii) hereof, the IssuerCo-Issuers may elect to calculate such ratios on a trailing-twelve-month basis so long as such calculation is provided in accordance with the applicable Series 2019-2 Pre-Funding Release Request.
More Definitions of Driven Brands Leverage Ratio
Driven Brands Leverage Ratio with the consent of the Control Party including, without limitation, in connection with any change of control. “Driven Brands License Agreement” means the amended and restated Driven Brands License Agreement, dated as of October 4, 2019, by and between the U.S. SPV Franchising Entities (other than CARSTAR Franchisor and FUSA Franchisor), as licensors, and DBI, as licensee, as amended, supplemented or otherwise modified from time to time. “Driven Brands Canadian License Agreement” means the Driven Brands Canadian License Agreement, dated as of the Series 2020-1 Closing Date, by and between the Canadian Co-Issuer, Go! Glass Franchisor and Star Auto Glass Franchisor, as licensors, and Driven Brands Canada Shared Services Inc. as licensee, as amended, supplemented or otherwise modified from time to time. “Driven Brands System” means the system of stores, service centers and distribution centers operating under the Driven Securitization Brands in the United States and Canada. “Driven Brands System-Wide Sales” means, with respect to any Quarterly Calculation Date, aggregate Gross Sales (which shall be permitted to include estimated Gross Sales of up to 10% of the total) (prior to adjustment on account of any costs, expenses, fees or royalties) for all franchise and company-owned locations subject to the Securitization Transaction for the four Quarterly Fiscal Periods ended immediately prior to such Quarterly Calculation Date. “Driven Canada Claims Management” means Driven Canada Claims Management LP, a special purpose Ontario limited partnership. “Driven Canada Claims Management GP” means Driven Canada Claims Management GP Corporation, a special purpose Canadian corporation and a direct, wholly-owned subsidiary of the Canadian Co-Issuer, and the general partner of Driven Canada Claims Management LP. “Driven Canada Product Sourcing” means Driven Canada Product Sourcing LP, a special purpose Ontario limited partnership. “Driven Canada Product Sourcing GP” means Driven Canada Product Sourcing GP Corporation, a special purpose Canadian corporation and a direct, wholly-owned subsidiary of the Canadian Co-Issuer, and the general partner of Driven Canada Product Sourcing LP. “Driven Securitization Brands” means the Meineke Brand, the Maaco Brand, the Econo Lube Brand, the Pro Oil Brand, the Drive N Style Brand, the Merlin Brand, the 1-800-Radiator Brand, the Carstar Brand, the Take 5 Brand, the ABRA Brand, the Fix Auto Brand, the Docteur du Pare-Brise Brand, the Go! Gl...
Driven Brands Leverage Ratio means, as of the date of incurrence of any Adjusted Indebtedness by Parent or any direct or indirect subsidiary of Parent, without duplication, the ratio of (a) (i) the aggregate principal amount of any Adjusted Indebtedness of Parent and the Parent Consolidated Subsidiaries at such time, giving effect to the incurrence of such Adjusted Indebtedness (including the outstanding principal amount of each Series of Class A-1 Notes Outstanding, any equivalent series of notes under each other Parent Permitted Securitization Financing and drawn amounts under any other revolving lines of credit at such time but excluding, for the avoidance of doubt, undrawn commitments thereunder; provided that, solely for purposes of calculating any Series Non-Amortization Test with respect to each Series of Notes issued on or prior to the Series 2020-1 Closing Date, with respect to each Series of Class
Driven Brands Leverage Ratio means, as of any date of determination, the ratio of (a) (i) Indebtedness of the Driven Brands Entities (provided that, s olely for purposes of calculating any Series Non-Amortization Test with respect to each Series of N otes issued on or prior to the Series 2020-1 Closing Date, with respect to each Series of Class A-1 Notes Outstanding, the aggregate principal amount of each such Series of Class A-1 Notes will be deemed to be equal to the Class A-1 Notes Maximum Principal Amount for each such Series) as of the end of the most recently ended Quarterly Fiscal Period less (ii) the sum of (v) the cash and cash equivalents of the Driven Brands Entities credited to the Interest Reserve Accounts in respect of the Senior Notes and the Senior Subordinated Notes and the Cash Trap Reserve Accounts as of the end of the most recently ended Quarterly Fiscal Period, (w) the cash and cash equivalents of the Securitization Entities maintained in the Management Accounts that, pursuant to a Weekly Manager’s Certificate delivered on or prior to such date, will be paid to the Managers or constitute the