Common use of Retained Collections Contributions Clause in Contracts

Retained Collections Contributions. At any time after the Original Closing Date, the Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes Outstanding, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer following the end of a Quarterly Fiscal Period but on or before the related Quarterly Calculation Date may, at the Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated in such Weekly Manager’s Certificate or Quarterly Noteholders’ Report. For the avoidance of doubt, Optional Scheduled Principal Payments will not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At any time after the Original Closing Date, the Master Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash FlowFlow for purposes of calculating the Quarterly DSCR, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million 7,500,000 in any Quarterly Fiscal Collection Period or more than $50 million 15,000,000 during any period of four (4) consecutive Quarterly Fiscal Collection Periods or more than $80 million 30,000,000 from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes OutstandingDate; provided, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating pro forma calculations undertaken in the following circumstances: (a) to determine whether the Co-Issuers may draw under any Class A-1 Senior Notes or request letters of credit to be issued under any Class A-1 Subfacility, (b) to determine whether the Co-Issuers may extend the Class A-1 Senior Notes Renewal Date, (c) to determine compliance with any Series Non-Amortization Test, (d) to determine the New Series Pro Forma Quarterly DSCR in connection with and (e) to determine the issuance Securitization Leverage Ratio and the Senior ABS Leverage Ratio. The amount of any Additional NotesRetained Collections Contribution shall be held by the Master Issuer (or any other Securitization Entity other than the SPV Guarantor) for at least one full fiscal quarter after which time that amount may be distributed by the Master Issuer to the SPV Guarantor on any Weekly Allocation Date; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any most recent Quarterly DSCR was at least equal to the Cash Trapping DSCR Threshold without giving effect to the inclusion of such Retained Collections Contributions made Contribution and (ii) such Retained Collections Contribution is not required to the Issuer following the end of a Quarterly Fiscal Period but on or before the related Quarterly Calculation Date may, at the Issuer’s discretion as designated pay any shortfall in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated in such Weekly Manager’s Certificate or Quarterly Noteholders’ Report. For the avoidance of doubt, Optional Scheduled Principal Payments will not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received amounts payable under clauses (xii) on the date due, instead through (xxxvii) of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election Priority of the ManagerPayments, to the extent that the Manager makes a corresponding of any shortfall on such Weekly Allocation Date. The Master Issuer may not designate equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed contributions as Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant Contributions to the Base Indenture and extent such equity contributions were funded by the other Transaction Documents (i.e. there will be no double-counting proceeds of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contributiondraw under any Class A-1 Senior Notes.

Retained Collections Contributions. At any time after the Original Closing Date, the Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million10,000,000, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million 20,000,000 and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Final Series Legal Final Maturity Date of the last Series of Notes OutstandingDate, the greater of (A) 25% of Net Cash Flow over during the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million40,000,000; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer following the end of a Quarterly Fiscal Period Period, but on or before the related Quarterly Calculation Date Date, may, at the Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated Period; provided further, that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculations undertaken in the following circumstances: (a) to determine the Additional Notes Pro Forma DSCR, (b) to determine satisfaction of any Series Non-Amortization Test and (c) to determine whether the Issuer may extend any Class A-1 Notes Renewal Date. 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 Manager’s Certificate or Quarterly Noteholders’ Report. For Allocation Date is at least 1.50x without giving effect to the avoidance inclusion of doubt, Optional Scheduled Principal Payments will not constitute such Retained Collections Contributions. Further, solely for Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received amounts payable under priorities (xii) on the date due, instead through (xxvi) of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election Priority of the ManagerPayments, to the extent that the Manager makes a corresponding of any shortfall on such Weekly Allocation Date. The Issuer may not designate equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed contributions as Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant Contributions to the Base Indenture and extent such equity contributions were funded by the other Transaction Documents (i.e. there will be no double-counting proceeds of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contributiondraw under any Class A-1 Notes.

Retained Collections Contributions. At any time after the Original Closing Date, the Master Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash FlowFlow for purposes of calculating the Quarterly DSCR, or, on and after the Springing Amendments Implementation Date, the DSCR, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million 7,500,000 in any Quarterly Fiscal Collection Period or more than $50 million 15,000,000 during any period of four (4) consecutive Quarterly Fiscal Collection Periods or more than $80 million 30,000,000 from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes OutstandingDate; provided, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating pro forma DSCR calculations undertaken in connection the following circumstances: (a) to determine whether the Co-Issuers may draw under any Class A-1 Senior Notes or request letters of credit to be issued under any Class A-1 Subfacility, (b) to determine whether the Co-Issuers may extend the Class A-1 Senior Notes Renewal Date, (c) to determine compliance with any Series Non-Amortization Test, (d) to determine the issuance of any Additional Notes; providedNew Series Pro Forma Quarterly DSCR, furtheror, that on and after the 2021 Springing Amendments Implementation Date, the New Series Pro Forma DSCR, and (e) to determine the Securitization Leverage Ratio and the Senior ABS Leverage Ratio. The amount of any Retained Collections Contributions made Contribution shall be held by the Master Issuer (or any other Securitization Entity other than the SPV Guarantor) for at least one full fiscal quarter after which time that amount may be distributed by the Master Issuer to the Issuer following SPV Guarantor on any Weekly Allocation Date; provided, that (i) the end of a most recent Quarterly Fiscal Period but on or before the related Quarterly Calculation Date mayDSCR or, at the Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated in such Weekly Manager’s Certificate or Quarterly Noteholders’ Report. For the avoidance of doubt, Optional Scheduled Principal Payments will not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Springing Amendments Implementation Date, the DSCR, was at least equal to the election Cash Trapping DSCR Threshold without giving effect to the inclusion of such Retained Collections Contribution and (ii) such Retained Collections Contribution is not required to pay any shortfall in the amounts payable under clauses (ii) through (xxxvii) of the ManagerPriority of Payments, to the extent that of any shortfall on such Weekly Allocation Date. Prior to the Manager makes a corresponding Springing Amendments Implementation Date, the Master Issuer may not designate equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed contributions as Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant Contributions to the Base Indenture and extent such equity contributions were funded by the other Transaction Documents (i.e. there will be no double-counting proceeds of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contributiondraw under any Class A-1 Senior Notes.

Retained Collections Contributions. At any time after the Original Closing Date, the Master Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash FlowFlow for purposes of calculating the Quarterly DSCR, or, on and after the Springing Amendments Implementation Date, the DSCR, but not more than (i$7,500,000(x) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Collection Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period15,000,000, the greater of (Ai) 5% of Net Cash Flow over the four (4) Quarterly Fiscal Collection Periods immediately preceding the relevant date of determination and (Bii) $30 million55,000,000, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal PeriodsCollection Periods or more than $30,000,000, the greater of (Ai) 15% of Net Cash Flow over the four (4) Quarterly Fiscal Collection Periods immediately preceding the relevant date of determination and (Bii) $90 million 165,000,000 and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Final Series Legal Final Maturity Date of the last Series of Notes OutstandingDate; provided, the greater of (Ai) 25% of Net Cash Flow over the four (4) Quarterly Fiscal Collection Periods immediately preceding the relevant date of determination and (Bii) $150 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes275,000,000; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Master Issuer following the end of a Quarterly Fiscal Period Collection Period, but on or before the related Quarterly Calculation Date Accounting Date, may, at the Master Issuer’s discretion as designated in the next Weekly Manager’s Certificate, Quarterly Manager’s Certificate or Quarterly Noteholders’ ReportStatement, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated Collection Period; provided, further, that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculations undertaken in the following circumstances: (a) to determine whether the Co-Issuers may draw under any Class A-1 Senior Notes or request letters of credit to be issued under any Class A-1 Subfacility, (b) to determine whether the Co-Issuers may extend the Class A-1 Senior Notes Renewal Date, (c) to determine compliance with any Series Non-Amortization Test, (d) to determine the New Series Pro Forma Quarterly DSCR, or, on and after the Springing Amendments Implementation Date, the New Series Pro Forma DSCR, and (e) to determine the Securitization Leverage Ratio and the Senior ABS Leverage Ratio. The amount of any Retained Collections Contribution shall be held by the Master Issuer (or any other Securitization Entity other than the SPV Guarantor) for at least one full fiscal quarter after which time that amount may be distributed by the Master Issuer to the SPV Guarantor on any Weekly Allocation Date; provided, that (i) the most recent Quarterly DSCR or, on and after the Springing Amendments Implementation Date, the DSCR, was at least equal to the Cash Trapping DSCR Threshold without giving effect to the inclusion of such Retained Collections Contribution and (ii) such Retained Collections Contribution is not required to pay any shortfall in the amounts payable under clauses (ii) through (xxxvii) of the Priority of Payments, to the extent of any shortfall on such Weekly Manager’s Certificate or Quarterly Noteholders’ ReportAllocation Date. For Prior to the avoidance Springing Amendments Implementation Date, the Master Issuer may not designate equity contributions asIn addition, Deemed Retained Collections Contributions to the extent such equity contributions were funded by the proceeds of doubt, Optional Scheduled Principal Payments will not a draw under any Class A-1 Senior Notes.shall constitute Retained Collections Contributions. Further, solely Contributions for the purposes of calculating any financial measure pursuant and under the circumstances set forth in the proviso to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute definition of “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At The Borrower may designate (x) cash capital contributions made to any Loan Party at any time by the 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 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 compliance with the Original Closing Date, the Issuer may Financial Covenant or any other Leverage Ratio test hereunder)) so long as such amounts do not exceed (but is not required tox) designate with respect to aggregate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periodscalendar month, the greater of (A) 15% of Net Cash Flow over Aggregate Annualized Run Rate Revenue as of the four Quarterly Fiscal Periods last day of the immediately preceding the relevant date of determination calendar month and (B) $90 million 15,000,000 over any period of four (4) consecutive calendar quarters and (zy) for with respect to the aggregate amount of all Retained Collections Contributions made from after the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes OutstandingDate, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination Aggregate Annualized Run Rate Revenue and (B) $150 million; provided that any 21,000,000. Any Retained Collections Contributions will be part of Aggregate Annualized Run Rate Revenue for up to ninety (90) days from the related deposit date. Any Retained Collections Contribution made will be excluded from Net Cash Flow required to be retained in a Controlled Account for purposes no less than ninety (90) days after its related deposit date. Upon the expiration of calculating pro forma DSCR such one-year period, the Borrower (or the Manager on its behalf) may instruct the Account Bank in connection with writing to release the issuance of any Additional Notes; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any related Retained Collections Contributions made from such Controlled Account and deposit such amount to the Issuer Facility Collections Account on the following Payment Date for application in accordance with the end Priority of a Quarterly Fiscal Period but Payments on or before such Payment Date pursuant to the related Quarterly Calculation Date may, at the Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated in such Weekly Manager’s Certificate or Quarterly Noteholders’ Manager Report. For the avoidance of doubt, Optional Scheduled Principal Payments Retained Collections Contributions will not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contributionannualized.

Retained Collections Contributions. At any time after the Original Closing Date, the Issuer Brand Holdings II may (but is not required to) designate Retained Collections Contributions to be included in Net Cash FlowFlow for purposes of calculating the DSCR, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million 2,500,000 in any Quarterly Fiscal Collection Period or more than $50 million 5,000,000 during any period of four (4) consecutive Quarterly Fiscal Collection Periods or more than $80 million 10,000,000 in the aggregate from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes OutstandingDate; provided, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating pro forma calculations undertaken in the following circumstances: (a) to determine whether the Co-Issuers may draw under any Class A-1 Senior Notes or request letters of credit to be issued under any Class A-1 Subfacility, (b) to determine the New Series Pro Forma DSCR in connection with or the issuance Additional Senior Notes New Series Pro Forma DSCR, (c) to determine the New Series Pro Forma Interest-Only DSCR and (d) to determine the Senior ABS Leverage Ratio and the Additional Senior Notes ABS Leverage Ratio. The amount of any Additional NotesRetained Collections Contribution shall be held by Brand Holdings I or Brand Holdings II for at least one full fiscal quarter after which time that amount may be distributed by Brand Holdings I or Brand Holdings II to DE Holdings or Iconix, as the case may be, on any Monthly Allocation Date; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any most recent DSCR was at least equal to the Cash Trapping DSCR Threshold without giving effect to the inclusion of such Retained Collections Contributions made Contribution and (ii) such Retained Collections Contribution is not required to the Issuer following the end of a Quarterly Fiscal Period but on or before the related Quarterly Calculation Date may, at the Issuer’s discretion as designated pay any shortfall in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated in such Weekly Manager’s Certificate or Quarterly Noteholders’ Report. For the avoidance of doubt, Optional Scheduled Principal Payments will not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received amounts payable under clauses (xii) on the date due, instead through (xxxi) of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election Priority of the ManagerPayments, to the extent that the Manager makes a corresponding of any shortfall on such Monthly Allocation Date. Neither Brand Holdings I or Brand Holdings II may designate equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed contributions as Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant Contributions to the Base Indenture and extent such equity contributions were funded by the other Transaction Documents (i.e. there will be no double-counting proceeds of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contributiondraw under any Class A-1 Senior Notes.

Retained Collections Contributions. At any time after During the Original period commencing on the Series 2015-1 Closing Date and ending on the Final Series Legal Final Maturity Date, the Issuer Co-Issuers may (but is are not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (ix) prior to the 2021 Springing Amendments Implementation Date, $25 million for all Retained Collections Contributions made in any Quarterly Fiscal Period or more than Period, the greater of (A) 45% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods for which financial statements have been delivered as of the relevant date of determination and (B) $50 million 10,000,00017,500,000 , (y) for Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal PeriodPeriods, the greater of (A) 5815% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $30 million, 20,000,00050,000,000 or (yz) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periodsfrom the Series 2015-1 Closing Date to the Final Series Legal Final Maturity Date, the greater of (A) 151625% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes Outstanding, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes40,000,00085,000,000 ; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer Co-Issuers following the end of a Quarterly Fiscal Period Period, but on or before the related Quarterly Calculation Date Date, may, at the Issuer’s Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate Certificate, Quarterly Noteholders’ Allocation Report or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated Period; provided, further, 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 Manager’s Certificate Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or Quarterly Noteholders’ Report(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 Optional Scheduled Principal Payments, Series 2018-1 Optional Scheduled Principal Payments, Series 2019-1 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments, Series 2021-1 Class A-2 Notes Optional Scheduled Principal Payments, Series 2022-1 Class A-2 Notes Optional Scheduled Principal Payments will and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At any time after During the Original period commencing on the Series 2015-1 Closing Date and ending on the Final Series Legal Final Maturity Date, the Issuer Co-Issuers may (but is are not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $30 million17,500,000, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $90 million and 50,000,000 or (z) for all Retained Collections Contributions made from the Series 20252015-1 Closing Date to the Final Series Legal Final Maturity Date of the last Series of Notes OutstandingDate, the greater of (A) 25% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes85,000,000; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer Co- Issuers following the end of a Quarterly Fiscal Period Period, but on or before the related Quarterly Calculation Date Date, may, at the Issuer’s Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate Certificate, Quarterly Noteholders’ Allocation Report or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated in such Weekly Manager’s Certificate or Quarterly Noteholders’ Report. For the avoidance of doubt, Optional Scheduled Principal Payments will not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”)Period; provided, further, that any Deemed Retained Collections made after Contributions shall be excluded from the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date amount of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due Net Cash Flow for purposes of calculating the New Series Pro Forma DSCR in connection with the issuance of any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting new Series. The amount of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a any Retained Collections Contribution.

Retained Collections Contributions. At any time after Between the Original Closing Date and the Final Series Legal Final Maturity Date, the Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 7 million, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 15 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Final Series Legal Final Maturity Date of the last Series of Notes OutstandingDate, the greater of (A) 25% of Net Cash Flow over during the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 30 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer following the end of a Quarterly Fiscal Period Period, but on or before the related Quarterly Calculation Date Date, may, at the Issuer’s discretion as designated in the next related Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated Period; provided that any Retained Collections Contribution made shall be excluded from Net Cash Flow for purposes of calculations undertaken in the following circumstances: (i) calculating the Additional Notes DSCR in connection with the issuance of any Additional Notes pursuant to Section 2.2 and (ii) satisfaction of the Series 2020-1 Class A-2 Non-Amortization Test. The Issuer 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. If any Retained Collections Contribution is included in Net Cash Flow for the purpose of calculating the DSCR, such Retained Collections Contribution shall be retained in the Collection Account until the Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Fiscal Periods ended immediately prior to such Weekly Manager’s Certificate or Quarterly Noteholders’ Report. For Allocation Date is at least 1.50x without giving effect to the avoidance inclusion of doubt, Optional Scheduled Principal Payments will not constitute such Retained Collections Contributions. Further, solely for Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received amounts payable under priorities (xii) on the date due, instead through (xxvi) of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election Priority of the ManagerPayments, to the extent that the Manager makes a corresponding equity contribution equal to of any shortfall on such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections ContributionWeekly Allocation Date.

Retained Collections Contributions. At any time after the Original Closing Date, the Issuer Co-Issuers may (but is are not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million 7,000,000 in any Quarterly Fiscal Period or more than $50 million 15,000,000 during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million 30,000,000 from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes Outstanding, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 millionDate; provided that any Retained Collections Contribution made will Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating pro forma the Additional Notes DSCR in connection with the issuance of any Additional NotesNotes pursuant to Section 2.2; provided, provided further, that Retained Collections Contributions in an amount up to $20,000,000 made to the Co-Issuers prior to the Initial Quarterly Payment Date in respect of pre-Closing Date accounts receivable may not be subject to the dollar limitations set forth above for purposes of calculating DSCR at the election of the Manager (acting on and after behalf of the 2021 Springing Amendments Implementation Date, Co-Issuers). The amount of any Retained Collections Contributions made to the Issuer following the end of a Quarterly Fiscal Period but on or before the related Quarterly Calculation Date may, at the Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be Contribution included in Net Cash Flow for such 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 (4) Quarterly Fiscal Period indicated in Periods ended immediately prior to such Weekly Manager’s Certificate Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or Quarterly Noteholders’ Report(ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxvii) 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, any equity contribution to the Co-Issuers or any other Securitization Entity for the purpose of making an Optional Scheduled Principal Payments will Payment shall not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At any time after During the Original period commencing on the Series 2015-1 Closing Date and ending on the Final Series Legal Final Maturity Date, the Issuer Co-Issuers may (but is are not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $30 million17,500,000, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $90 million and 50,000,000 or (z) for all Retained Collections Contributions made from the Series 20252015-1 Closing Date to the Final Series Legal Final Maturity Date of the last Series of Notes OutstandingDate, the greater of (A) 25% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes85,000,000; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer Co-Issuers following the end of a Quarterly Fiscal Period Period, but on or before the related Quarterly Calculation Date Date, may, at the Issuer’s Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate Certificate, Quarterly Noteholders’ Allocation Report or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated Period; provided, further, 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 Manager’s Certificate Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or Quarterly Noteholders’ Report(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 Optional Scheduled Principal Payments, Series 2018-1 Optional Scheduled Principal Payments, Series 2019-1 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments, Series 2021-1 Class A-2 Notes Optional Scheduled Principal Payments, Series 2022-1 Class A-2 Notes Optional Scheduled Principal Payments will and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At any time after During the Original period commencing on the Series 2015-1 Closing Date and ending on the Final Series 2018-1 Legal Final Maturity Date, the Issuer IssuerCo-Issuers may (but is isare not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million 2,000,000 in any Quarterly Fiscal Period or more than $50 million 4,000,000 during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made 10,000,000 from the Series 20252015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date of the last Series of Notes Outstanding, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 millionDate; provided that any Retained Collections Contribution made will Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating pro forma the New Series Pro Forma DSCR in connection with the issuance of any Additional Notes; provided, further, that on and after the 2021 Springing Amendments Implementation Date, new Series. The amount of any Retained Collections Contributions made to the Issuer following the end of a Quarterly Fiscal Period but on or before the related Quarterly Calculation Date may, at the Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be Contribution included in Net Cash Flow for such 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 Period indicated in Periods ended immediately prior to such Weekly Manager’s Certificate Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or Quarterly Noteholders’ Report(ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxvxxviii) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date. The IssuerCo-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 will and, 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 shall not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At any time after During the Original period commencing on the Series 2015-1 Closing Date and ending on the Final Series Legal Final Maturity Date, the Issuer Co-Issuers may (but is are not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $30 million17,500,000, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $90 million and 50,000,000 or (z) for all Retained Collections Contributions made from the Series 20252015-1 Closing Date to the Final Series Legal Final Maturity Date of the last Series of Notes OutstandingDate, the greater of (A) 25% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes85,000,000; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer Co- Issuers following the end of a Quarterly Fiscal Period Period, but on or before the related Quarterly Calculation Date Date, may, at the Issuer’s Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate Certificate, Quarterly Noteholders’ Allocation Report or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated Period; provided, further, 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 (4) Quarterly Fiscal Periods ended immediately prior to such Weekly Manager’s Certificate Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or Quarterly Noteholders’ Report(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, any Optional Scheduled Principal Payments will as defined in or under any applicable Series Supplement shall not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At any time after During the Original period commencing on the Series 2015-1 Closing Date and ending on the Final Series Legal Final Maturity Date, the Issuer Co-Issuers may (but is are not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (ix) prior to the 2021 Springing Amendments Implementation Date, $25 million for all Retained Collections Contributions made in any Quarterly Fiscal Period or more than Period, the greater of (A) 4% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods for which financial statements have been delivered as of the relevant date of determination and (B) $50 million 10,000,000, (y) for Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal PeriodPeriods, the greater of (A) 58% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $30 million, 20,000,000 or (yz) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periodsfrom the Series 2015-1 Closing Date to the Final Series Legal Final Maturity Date, the greater of (A) 1516% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods immediately preceding for which financial statements have been delivered as of the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes Outstanding, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes40,000,000; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer Co-Issuers following the end of a Quarterly Fiscal Period Period, but on or before the related Quarterly Calculation Date Date, may, at the Issuer’s Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated Period; provided, further, 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 Manager’s Certificate Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or Quarterly Noteholders’ Report(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 Optional Scheduled Principal Payments, Series 2018-1 Optional Scheduled Principal Payments, Series 2019-1 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments will and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At any time after the Original Closing Date, the Master Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than than: (ia) prior Prior to the 2021 2022 Springing Amendments Implementation Date, $25 million (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period or more than Period, the greater of (A) 3% of Net Cash Flow over the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $50 million 15,000,000, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 6% of Net Cash Flow over the four (4) Quarterly Fiscal Periods or more than immediately preceding the relevant date of determination and (B) $80 million 30,000,000 and (z) for all Retained Collections Contributions made from the Original Closing Date to the Final Series 2025-1 Legal Final Maturity Date orDate, the greater of (A) 12% of Net Cash Flow during the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $130,000,000; provided that any Retained Collections Contributions to the Master Issuer following a Quarterly Fiscal Period, but on or before the related Quarterly Calculation Date, may, at the Master Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period; provided further that any Retained Collections Contribution shall be excluded from Net Cash Flow for purposes of calculations undertaken in the following circumstances: (i) the New Series Pro Forma DSCR or (ii) on and compliance with the Series ▇▇▇▇-▇ ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇ Test. (b) On or after the 2021 2022 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million25,000,000, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million 80,000,000 and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Final Series Legal Final Maturity Date of the last Series of Notes OutstandingDate, the greater of (A) 25% of Net Cash Flow over during the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million130,000,000; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Master Issuer following the end of a Quarterly Fiscal Period Period, but on or before the related Quarterly Calculation Date Date, may, at the Master Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated Period; provided further that any Retained Collections Contribution shall be excluded from Net Cash Flow for purposes of calculations undertaken in the following circumstances: (i) the New Series Pro Forma DSCR or (ii) compliance with the Series ▇▇▇▇-▇ ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇ Test. If any Retained Collections Contribution is included in Net Cash Flow for the purpose of calculating the DSCR, such Retained Collections Contribution shall be retained in the Collection Account until the Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Collection Periods ended immediately prior to such Weekly Manager’s Certificate or Quarterly Noteholders’ Report. For Allocation Date is at least 1.75x without giving effect to the avoidance inclusion of doubt, Optional Scheduled Principal Payments will not constitute such Retained Collections Contributions. Further, solely for Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received amounts payable under priorities (xii) on the date due, instead through (xxviii) of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election Priority of the ManagerPayments, to the extent that the Manager makes a corresponding equity contribution equal to of any shortfall on such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections ContributionWeekly Allocation Date.

Retained Collections Contributions. At any time after Between the Original Closing Date and the Legal Final Maturity Date for the Notes issued on the Closing Date, the Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million 7,000,000 in any Quarterly Fiscal Period or more than $50 million 15,000,000 during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million 30,000,000 from the Original Closing Date to the Series 2025-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 2025-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes Outstanding, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 millionDate; provided that any Retained Collections Contribution made will Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating pro forma the Additional Notes DSCR in connection with the issuance of any Additional NotesNotes pursuant to Section 2.2; provided, provided further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions in an amount up to $20,000,000 made to the Issuer following prior to the end Initial Quarterly Payment Date in respect of a Quarterly Fiscal Period but on or before the related Quarterly Calculation pre-Closing Date may, at the Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, accounts receivable will be included in Net Cash Flow for purposes for purposes of calculating DSCR at the election of the Manager (acting on behalf of the Issuer) and shall not be subject to the dollar limitations set forth above. If any Retained Collections Contribution is included in Net Cash Flow for the purpose of calculating the DSCR, such Retained Collections Contribution shall be retained in the Collection Account until the Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Fiscal Period indicated in Periods ended immediately prior to such Weekly Manager’s Certificate Allocation Date is at least 1.75:1.00 without giving effect to the inclusion of such Retained Collections Contribution or Quarterly Noteholders’ Report(ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxvi) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date. The Issuer 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, any equity contribution to the Issuer or any other Securitization Entity for the purpose of making an Optional Scheduled Principal Payments will Payment shall not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 2025-1 Closing Date and (y) on and after the Series 2025-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 2025-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.

Retained Collections Contributions. At any time after the Original Closing Date, the Issuer may (but is not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (i) prior to the 2021 Springing Amendments Implementation Date, $25 million in any Quarterly Fiscal Period or more than $50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $80 million from the Original Closing Date to the Series 20252021-1 Legal Final Maturity Date or, (ii) on and after the 2021 Springing Amendments Implementation Date, (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period, the greater of (A) 5% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $30 million, (y) for all Retained Collections Contributions made during any period of four consecutive Quarterly Fiscal Periods, the greater of (A) 15% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $90 million and (z) for all Retained Collections Contributions made from the Series 20252021-1 Closing Date to the Series Legal Final Maturity Date of the last Series of Notes Outstanding, the greater of (A) 25% of Net Cash Flow over the four Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $150 million; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculating pro forma DSCR in connection with the issuance of any Additional Notes; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contributions made to the Issuer following the end of a Quarterly Fiscal Period but on or before the related Quarterly Calculation Date may, at the Issuer’s discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period indicated in such Weekly Manager’s Certificate or Quarterly Noteholders’ Report. For the avoidance of doubt, Optional Scheduled Principal Payments will not constitute Retained Collections Contributions. Further, solely for the purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents, the Specified Deferred Amount will constitute “Retained Collections”, as if such Specified Deferred Amount was received (x) on the date due, instead of the date actually received, prior to the Series 20252021-1 Closing Date and (y) on and after the Series 20252021-1 Closing Date, at the election of the Manager, to the extent that the Manager makes a corresponding equity contribution equal to such Specified Deferred Amount (such contribution, “Deemed Retained Collections”); provided, that any Deemed Retained Collections made after the Series 20252021-1 Closing Date will constitute a Retained Collections Contribution until the date of receipt of payment of the corresponding Specified Deferred Amount. If and when the Securitization Entities receive the Specified Deferred Amount relating to Deemed Retained Collections (i) such deferred Specified Deferred Amount will then constitute “Retained Collections” as if it had been received when initially due for purposes of calculating any financial measure pursuant to the Base Indenture and the other Transaction Documents (i.e. there will be no double-counting of Deemed Retained Collections and related Specified Deferred Amounts when such Specified Deferred Amounts are received) and (ii) the related Deemed Retained Collections will no longer be deemed to constitute a Retained Collections Contribution.