FX Agent definition

FX Agent means Citibank, N.A. or any successor FX Agent appointed pursuant to Section 14.19.

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FX Agent means Citibank, N.A. or any successor FX Agent appointed pursuant to Section 14.19. “FX Exchange Report” has the meaning set forth in Section 4.1(b) of the Base Indenture “GAAP” means the generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors in effect from time to time; provided that, for purposes of computing each of the Driven Brands Leverage Ratio and the Senior Leverage Ratio (including any financial and accounting terms included in the components thereof), GAAP shall mean generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors in effect on the Series 2015-1 Closing Date. “Go! Glass Brand” means the Go Glass® name and Go Glass Trademarks, including the Go Glass & Accessories® Trademarks, whether alone or in combination with other words or symbols, and any variations or derivatives of any of the foregoing (but excluding any other Driven Securitization Brand). “Go! Glass Franchisor” means Go Glass Franchisor SPV LP, a newly formed special purpose Ontario limited partnership. “Go! Glass Franchisor GP” means Go Glass Franchisor SPV GP Corporation, a special purpose Canadian corporation and a direct, wholly-owned subsidiary of the Canadian Co-Issuer, and the general partner of Go! Glass Franchisor. “Governmental Authority” means the government of the United States of America, Canada, any other nation or any political subdivision of the foregoing, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. “Government Securities” means readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof and as to which obligations the full faith and credit of the United States of America is pledged in support thereof.

FX Agent means the Interim Facility Agent, an Interim Lender (or, in each case, any of their Affiliates) or any other person which, in each case, agrees to enter into a foreign exchange contract, deal contingent hedge, swap, future, option or other such similar instrument with a Borrower (or its Affiliate).

Examples of FX Agent in a sentence

• The Co-Issuers may remove the FX Agent at any time by giving not less than thirty (30) days’ prior written notice to the Servicer, the Managers, the Back-Up Manager, the Controlling Class Representative, the Class A-1 Administrative Agent and each Rating Agency.

• By 12:00 p.m. (New York City time) on the fourth (4th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Weekly Allocation Date, the Managers will provide to the Trustee and the Servicer a statement substantially in the form of Exhibit B directing the FX Agent to settle a Currency Conversion that will result in a specified amount of U.S. Collections or Canadian Collections (each, a “FX Exchange Report”) on such Weekly Allocation Date.

• No resignation or removal of the FX Agent and no appointment of a successor FX Agent will be effective until the acceptance of appointment by the successor FX Agent.

• The FX Agent may resign at any time by giving not less than thirty (30) days’ prior written notice to the Co-Issuers, the Servicer, the Managers, the Back-Up Manager, the Controlling Class Representative, the Class A-1 Administrative Agent and each Rating Agency.

• In connection with the conversion transaction, the FX Agent (and its foreign exchange desk) shall act as principal for its own account, and not in the interest of, or as agent, fiduciary or broker on behalf of any other party.

• DRIVEN BRANDS FUNDING, LLC, as Issuer By: Name: Title: CITIBANK, N.A., in its capacity as Trustee and, as Securities Intermediary, and as FX Agent By: Name: Title: The Servicer and Control Party hereby consent to this amendment and restatement of the Original Base Indenture.

• If the Fiscal Agent, any Paying Agent, Registrar, Transfer Agent, FX Agent or Calculation Agent decides to change its specified office it shall give notice to the Issuer (with a copy, if not the same person, to the Fiscal Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than 60 days after the date of such notice.

• The FX Agent may retain for its own account any fees, including any spread on foreign exchange transactions, customarily charged by it in connection with any such conversion.

• There is no obligation on the foreign exchange desk or the FX Agent to make any conversion or to conclude any foreign exchange transaction.

• After receipt of notification pursuant to Clause 8.4, the FX Agent through its foreign exchange desk may exchange U.S. dollars with the Specified Currency at a base rate adjusted by a spread, each component determined by the foreign exchange desk in its absolute discretion.

More Definitions of FX Agent

FX Agent means Citibank, N.A. or any successor FX Agent appointed pursuant to Section 14.19. “FX Exchange Report” has the meaning set forth in Section 4.1(b) of the Base Indenture. “GAAP” means the generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors in effect from time to time. “Go! Glass Brand” means the Go Glass® name and Go Glass Trademarks, including the Go Glass & Accessories® Trademarks, whether alone or in combination with other words or symbols, and any variations or derivatives of any of the foregoing (but excluding any other Driven Securitization Brand). “Go! Glass Franchisor” means Go Glass Franchisor SPV LP, a newly formed special purpose Ontario limited partnership. “Go! Glass Franchisor GP” means Go Glass Franchisor SPV GP Corporation, a special purpose Canadian corporation and a direct, wholly-owned subsidiary of the Canadian Co-Issuer, and the general partner of Go! Glass Franchisor. “Governmental Authority” means the government of the United States of America, Canada, any other nation or any political subdivision of the foregoing, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. “Government Securities” means readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof and as to which obligations the full faith and credit of the United States of America is pledged in support thereof. “Gross Sales” means, with respect to any franchise or company-owned location, the total amount of revenue received from the sale of all products and performance of all services (except applicable Manager-approved promotional items) and all other income of every kind and nature (including gift certificates when redeemed but not when purchased, in the case of Securitization-Owned Locations that are not Take 5 Company Locations, and including the initial sale of gift cards, in the case of Take 5 Company Locations), whether for cash or credit and regardless of collection in the case of credit; provided that Gross Sales shall not include (i) any sales taxes or other taxes, in each case collected from customers for

FX Agent means, in relation to any Global Note held by a nominee for DTC and the Specified Currency for which is not US dollars, Deutsche Bank AG, London Branch at its specified office or, if applicable, any successor FX agent in relation to such Series;

FX Agent. ’ means each FX Agent appointed pursuant to the FX Agreement.