Common use of Retained Collections Contributions Clause in Contracts

Retained Collections Contributions. Any Obligor may designate (x) cash capital contributions made to such Obligor at any time by the Manager or an affiliate of the Manager or (y) any amount allocated under clause (xix) of the Priority of Payments on any Payment Date that is retained by the Issuer and, in each case, deposited into the Liquidity Reserve Account, as a “Retained Collections Contribution”; provided that a cash capital contribution shall not be deemed to be a Retained Collections Contribution if, as of the related deposit date into the Liquidity Reserve Account, such amount exceeds the limits set forth in the Series Supplement for anythe most recently issued Series of Notes outstanding.1 Any Retained Collections Contribution made following a Collection Period, but on or before the related Payment Date may, at the Issuer’s discretion as designated in the applicable Manager Report, be included in Aggregate Annualized Run Rate Revenue as of the related Determination Date. Any Retained Collections Contributions will be part of Aggregate Annualized Run Rate Revenue for one year from the related deposit date. Any Retained Collections Contribution will be required to be retained in the Liquidity Reserve Account until the earlier of (i) one year after its related deposit date, and (ii) such Retained Collections Contribution being required to be used to satisfy any Liquidity Reserve Draw Amount. Upon the satisfaction of the preceding clause (i), the Obligors (or the Manager on their behalf) may direct the Indenture Trustee in writing to release the related Retained Collections Contributions from the Liquidity Reserve Account and deposit such amount to the Collection Account on the following Payment Date for application in accordance with the Priority of Payments on such Payment Date pursuant to the related Manager Report. For the avoidance of doubt, Retained Collections Contributions will not be annualized.

Retained Collections Contributions. Any Obligor may designate (x) cash capital contributions made to such Obligor at any time by the Manager or an affiliate of the Manager or (y) any amount allocated under clause (xix) of the Priority of Payments on any Payment Date that is retained by the Issuer and, in each case, deposited into the Liquidity Reserve Account, as a “Retained Collections Contribution”; provided that a cash capital contribution shall not be deemed to be a Retained Collections Contribution if, as of the related deposit date into the Liquidity Reserve Account, such amount exceeds the limits set forth in the Series Supplement for anythe most recently issued any Series of Notes outstanding.1 outstanding. Any Retained Collections Contribution made following a Collection Period, but on or before the related Payment Date may, at the Issuer’s discretion as designated in the applicable Manager Report, be included in Aggregate Annualized Run Rate Revenue as of the related Determination Date. Any Retained Collections Contributions will be part of Aggregate Annualized Run Rate Revenue for one year from the related deposit date. Any Retained Collections Contribution will be required to be retained in the Liquidity Reserve Account until the earlier of (i) one year after its related deposit date, and (ii) such Retained Collections Contribution being required to be used to satisfy any Liquidity Reserve Draw Amount. Upon the satisfaction of the preceding clause (i), the Obligors (or the Manager on their behalf) may direct the Indenture Trustee in writing to release the related Retained Collections Contributions from the Liquidity Reserve Account and deposit such amount to the Collection Account on the following Payment Date for application in accordance with the Priority of Payments on such Payment Date pursuant to the related Manager Report. For the avoidance of doubt, Retained Collections Contributions will not be annualized.

Retained Collections Contributions. Any Obligor The Borrower may designate (x) cash capital contributions made to such Obligor any Loan Party at any time by the Manager or an affiliate of the Manager any Uniti OpCo or Affiliate thereof or (y) any amount allocated under clause (xix) twelfth of the Priority of Payments on any Payment Date that is retained by the Issuer Borrower and, in each case, deposited into the Liquidity Reserve Collections Account, as a “Retained Collections Contribution”; provided that a cash capital contribution shall not be deemed to be a Retained Collections Contribution if, as of the related deposit date into the Liquidity Reserve Account, such amount exceeds the limits set forth in the Series Supplement for anythe most recently issued Series of Notes outstanding.1 . Any Retained Collections Contribution made following a Collection Period, but on or before the related Payment Date may, at the IssuerBorrower’s discretion as designated in the applicable Manager Report, be included in Aggregate Annualized Run Rate Revenue as of the related Determination Date (and, immediately after giving effect thereto, such amount of additional Aggregate Annualized Run Rate Revenue shall be included on a Pro Forma Basis as “Aggregate Annualized Run Rate Revenue” for all purposes under this Agreement (including with respect to determining compliance with the Financial Covenant or any other Leverage Ratio test hereunder)) so long as such amounts do not exceed (x) with respect to aggregate Retained Collections Contributions in any calendar month, the greater of (A) 15% of Aggregate Annualized Run Rate Revenue as of the last day of the immediately preceding calendar month and (B) $15,000,000 over any period of four (4) consecutive calendar quarters and (y) with respect to the aggregate amount of all Retained Collections Contributions after the Closing Date, the greater of (A) 25% of Aggregate Annualized Run Rate Revenue and (B) $21,000,000. Any Retained Collections Contributions will be part of Aggregate Annualized Run Rate Revenue for one year up to ninety (90) days from the related deposit date. Any Retained Collections Contribution will be required to be retained in the Liquidity Reserve a Controlled Account until the earlier of for no less than ninety (i90) one year days after its related deposit date, and (ii) such Retained Collections Contribution being required to be used to satisfy any Liquidity Reserve Draw Amount. Upon the satisfaction expiration of the preceding clause (i)such one-year period, the Obligors Borrower (or the Manager on their its behalf) may direct instruct the Indenture Trustee Account Bank in writing to release the related Retained Collections Contributions from the Liquidity Reserve such Controlled Account and deposit such amount to the Collection Facility Collections Account on the following Payment Date for application in accordance with the Priority of Payments on such Payment Date pursuant to the related Manager Report. For the avoidance of doubt, Retained Collections Contributions will not be annualized.

Retained Collections Contributions. Any Obligor The Borrower may designate (x) cash capital contributions made to such Obligor any Loan Party at any time by the Manager or an affiliate of the Manager any Uniti OpCo or Affiliate thereof or (y) any amount allocated under clause (xix) twelfth of the Priority of Payments on any Payment Date that is retained by the Issuer Borrower and, in each case, deposited into the Liquidity Reserve Collections Account, as a “Retained Collections Contribution”; provided that a cash capital contribution shall not be deemed to be a Retained Collections Contribution if, as of the related deposit date into the Liquidity Reserve Account, such amount exceeds the limits set forth in the Series Supplement for anythe most recently issued Series of Notes outstanding.1 . Any Retained Collections Contribution made following a Collection Period, but on or before the related Payment Date may, at the IssuerBorrower’s discretion as designated in the applicable Manager Report, be included in Aggregate Annualized Run Rate Revenue as of the related Determination Date (and, immediately after giving effect thereto, such amount of additional Aggregate Annualized Run Rate Revenue shall be included on a Pro Forma Basis as “Aggregate Annualized Run Rate Revenue” for all purposes under this Agreement (including with respect to determining Uniti – Bridge Loan and Security Agreement #97751373v29 compliance with the Financial Covenant or any other Leverage Ratio test hereunder)) so long as such amounts do not exceed (x) with respect to aggregate Retained Collections Contributions in any calendar month, the greater of (A) 15% of Aggregate Annualized Run Rate Revenue as of the last day of the immediately preceding calendar month and (B) $15,000,000 over any period of four (4) consecutive calendar quarters and (y) with respect to the aggregate amount of all Retained Collections Contributions after the Closing Date, the greater of (A) 25% of Aggregate Annualized Run Rate Revenue and (B) $21,000,000. Any Retained Collections Contributions will be part of Aggregate Annualized Run Rate Revenue for one year up to ninety (90) days from the related deposit date. Any Retained Collections Contribution will be required to be retained in the Liquidity Reserve a Controlled Account until the earlier of for no less than ninety (i90) one year days after its related deposit date, and (ii) such Retained Collections Contribution being required to be used to satisfy any Liquidity Reserve Draw Amount. Upon the satisfaction expiration of the preceding clause (i)such one-year period, the Obligors Borrower (or the Manager on their its behalf) may direct instruct the Indenture Trustee Account Bank in writing to release the related Retained Collections Contributions from the Liquidity Reserve such Controlled Account and deposit such amount to the Collection Facility Collections Account on the following Payment Date for application in accordance with the Priority of Payments on such Payment Date pursuant to the related Manager Report. For the avoidance of doubt, Retained Collections Contributions will not be annualized.