Common use of Retained Collections Contributions Clause in Contracts

Retained Collections Contributions. During the period commencing on the Series 2015-1 Closing Date and ending on the Final Series Legal Final Maturity Date, the Co-Issuers may (but are not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than $2,000,000 in any Quarterly Fiscal Period or more than $4,000,000 during any period of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 from the Series 2015-1 Closing Date to the Final Series Legal Final Maturity Date; provided that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma DSCR in connection with the issuance of any new Series. The amount of any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall be retained in the Collection Account until the Weekly Allocation Date on which either (i) the DSCR for the period of four Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxviii) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date. The Co-Issuers may not designate equity contributions as Retained Collections Contributions to the extent such equity contributions were funded by the proceeds of a draw under any Class A-1 Notes. For the avoidance of doubt, Series 2015-1 Class A-2 Optional Scheduled Principal Payments, Series 2016-1 Class A-2 Optional Scheduled Principal Payments, Series 2018-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, and Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections Contributions.

Retained Collections Contributions. During Any Obligor may designate (x) cash capital contributions made to such Obligor at any time by the period commencing 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 2015-1 Closing Supplement for any Series of Notes outstanding. Any Retained Collections Contribution made following a Collection Period, but on or before the related Payment Date and ending on may, at the Final Series Legal Final Maturity Issuer’s discretion as designated in the applicable Manager Report, be included in Aggregate Annualized Run Rate Revenue as of the related Determination Date, the Co-Issuers may (but are not required to) designate . Any Retained Collections Contributions to will be included in Net Cash Flow, but not more than $2,000,000 in any Quarterly Fiscal Period or more than $4,000,000 during any period part of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 Aggregate Annualized Run Rate Revenue for one year from the Series 2015-1 Closing Date to the Final Series Legal Final Maturity Date; provided that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma DSCR in connection with the issuance of any new Seriesrelated deposit date. The amount of any Any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall will be required to be retained in the Collection Liquidity Reserve Account until the Weekly Allocation Date on which either earlier of (i) the DSCR for the period of four Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or one year after its related deposit date, and (ii) such Retained Collections Contribution is being required to pay be used to satisfy any shortfall 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 amounts payable under priorities (ii) through (xxviii) of 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, Payments on such Payment Date pursuant to the extent of any shortfall on such Weekly Allocation Date. The Co-Issuers may not designate equity contributions as Retained Collections Contributions to the extent such equity contributions were funded by the proceeds of a draw under any Class A-1 Notesrelated Manager Report. For the avoidance of doubt, Series 2015-1 Class A-2 Optional Scheduled Principal Payments, Series 2016-1 Class A-2 Optional Scheduled Principal Payments, Series 2018-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, and Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections ContributionsContributions will not be annualized.

Retained Collections Contributions. During Any Obligor may designate (x) cash capital contributions made to such Obligor at any time by the period commencing 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 2015-1 Closing 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 and ending on may, at the Final Series Legal Final Maturity Issuer’s discretion as designated in the applicable Manager Report, be included in Aggregate Annualized Run Rate Revenue as of the related Determination Date, the Co-Issuers may (but are not required to) designate . Any Retained Collections Contributions to will be included in Net Cash Flow, but not more than $2,000,000 in any Quarterly Fiscal Period or more than $4,000,000 during any period part of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 Aggregate Annualized Run Rate Revenue for one year from the Series 2015-1 Closing Date to the Final Series Legal Final Maturity Date; provided that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma DSCR in connection with the issuance of any new Seriesrelated deposit date. The amount of any Any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall will be required to be retained in the Collection Liquidity Reserve Account until the Weekly Allocation Date on which either earlier of (i) the DSCR for the period of four Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or one year after its related deposit date, and (ii) such Retained Collections Contribution is being required to pay be used to satisfy any shortfall 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 amounts payable under priorities (ii) through (xxviii) of 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, Payments on such Payment Date pursuant to the extent of any shortfall on such Weekly Allocation Date. The Co-Issuers may not designate equity contributions as Retained Collections Contributions to the extent such equity contributions were funded by the proceeds of a draw under any Class A-1 Notesrelated Manager Report. For the avoidance of doubt, Series 2015-1 Class A-2 Optional Scheduled Principal Payments, Series 2016-1 Class A-2 Optional Scheduled Principal Payments, Series 2018-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, and Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections ContributionsContributions will not be annualized.

Retained Collections Contributions. During The Borrower may designate (x) cash capital contributions made to any Loan Party at any time by the period commencing Manager or any Uniti OpCo or Affiliate thereof or (y) any amount allocated under clause twelfth of the Priority of Payments on any Payment Date that is retained by the Series 2015-1 Closing Borrower and, in each case, deposited into the Collections Account, as a “Retained Collections Contribution”. Any Retained Collections Contribution made following a Collection Period, but on or before the related Payment Date and ending may, at the Borrower’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 Final Series Legal Final Maturity Date, the Co-Issuers may Financial Covenant or any other Leverage Ratio test hereunder)) so long as such amounts do not exceed (but are not required tox) designate with respect to aggregate Retained Collections Contributions to be included in Net Cash Flow, but not more than $2,000,000 in any Quarterly Fiscal Period or more than 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) $4,000,000 during 15,000,000 over any period of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 from the Series 2015-1 Closing Date calendar quarters and (y) with respect to the Final Series Legal Final Maturity Date; provided that any aggregate amount of all Retained Collections Contributions shall 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 excluded part of Aggregate Annualized Run Rate Revenue for up to ninety (90) days from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma DSCR in connection with the issuance of any new Seriesrelated deposit date. The amount of any Any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall will be required to be retained in a Controlled Account for no less than ninety (90) days after its related deposit date. Upon the Collection expiration of such one-year period, the Borrower (or the Manager on its behalf) may instruct the Account until Bank in writing to release the Weekly Allocation Date on which either (i) the DSCR for the period of four Quarterly Fiscal Periods ended immediately prior to related Retained Collections Contributions from such Weekly Allocation Date is at least 1.50:1.00 without giving effect Controlled Account and deposit such amount to the inclusion of such Retained Facility Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall Account on the following Payment Date for application in the amounts payable under priorities (ii) through (xxviii) of accordance with the Priority of Payments, Payments on such Payment Date pursuant to the extent of any shortfall on such Weekly Allocation Date. The Co-Issuers may not designate equity contributions as Retained Collections Contributions to the extent such equity contributions were funded by the proceeds of a draw under any Class A-1 Notesrelated Manager Report. For the avoidance of doubt, Series 2015-1 Class A-2 Optional Scheduled Principal Payments, Series 2016-1 Class A-2 Optional Scheduled Principal Payments, Series 2018-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, and Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections ContributionsContributions will not be annualized.

Retained Collections Contributions. During The Borrower may designate (x) cash capital contributions made to any Loan Party at any time by the period commencing Manager or any Uniti OpCo or Affiliate thereof or (y) any amount allocated under clause twelfth of the Priority of Payments on any Payment Date that is retained by the Series 2015-1 Closing Borrower and, in each case, deposited into the Collections Account, as a “Retained Collections Contribution”. Any Retained Collections Contribution made following a Collection Period, but on or before the related Payment Date may, at the Borrower’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 ending on Security Agreement #97751373v29 compliance with the Final Series Legal Final Maturity Date, the Co-Issuers may Financial Covenant or any other Leverage Ratio test hereunder)) so long as such amounts do not exceed (but are not required tox) designate with respect to aggregate Retained Collections Contributions to be included in Net Cash Flow, but not more than $2,000,000 in any Quarterly Fiscal Period or more than 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) $4,000,000 during 15,000,000 over any period of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 from the Series 2015-1 Closing Date calendar quarters and (y) with respect to the Final Series Legal Final Maturity Date; provided that any aggregate amount of all Retained Collections Contributions shall 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 excluded part of Aggregate Annualized Run Rate Revenue for up to ninety (90) days from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma DSCR in connection with the issuance of any new Seriesrelated deposit date. The amount of any Any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall will be required to be retained in a Controlled Account for no less than ninety (90) days after its related deposit date. Upon the Collection expiration of such one-year period, the Borrower (or the Manager on its behalf) may instruct the Account until Bank in writing to release the Weekly Allocation Date on which either (i) the DSCR for the period of four Quarterly Fiscal Periods ended immediately prior to related Retained Collections Contributions from such Weekly Allocation Date is at least 1.50:1.00 without giving effect Controlled Account and deposit such amount to the inclusion of such Retained Facility Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall Account on the following Payment Date for application in the amounts payable under priorities (ii) through (xxviii) of accordance with the Priority of Payments, Payments on such Payment Date pursuant to the extent of any shortfall on such Weekly Allocation Date. The Co-Issuers may not designate equity contributions as Retained Collections Contributions to the extent such equity contributions were funded by the proceeds of a draw under any Class A-1 Notesrelated Manager Report. For the avoidance of doubt, Series 2015-1 Class A-2 Optional Scheduled Principal Payments, Series 2016-1 Class A-2 Optional Scheduled Principal Payments, Series 2018-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, and Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections ContributionsContributions will not be annualized.