Common use of Retained Collections Contributions Clause in Contracts

Retained Collections Contributions. With respect to any Quarterly Collection Period, the Master Issuer may designate Retained Collections Contributions made to the Master Issuer during such period to be included in Net Cash Flow, but not more than $7,500,000(x) in any single Quarterly Collection Period or more than $15,000,000, the greater of (A) 5% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $7,500,000, (y) for all Retained Collections Contributions made during any period of four (4) consecutive Quarterly Collection Periods or more than $30,000,000, the greater of (A) 10% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $15,000,000, and (z) for all Retained Collections Contributions made from the Initial Closing Date to the latest Series 2024-1 Legal Final Maturity Date for any Notes Outstanding, the greater of (A) 20% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $30,000,000; provided that any Retained Collections Contribution made shall be excluded from the Net Cash Flow for purposes of calculations undertaken in the following circumstances: (a) to determine compliance with any Series Non-Amortization Test and (b) to determine the New Series Pro Forma DSCR. 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 Interim Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Collection Periods ended immediately prior to such Interim Allocation Date is at least 1.75x without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxix) of the Priority of Payments, to the extent of any shortfall on such Interim Allocation Date.

Retained Collections Contributions. With respect to At any Quarterly Collection Periodtime after the Closing Date, the Master Issuer may (but is not required to) designate Retained Collections Contributions made to the Master Issuer during such period to be included in Net Cash Flow, but not more than $7,500,000(x) 25,000,000 in any single Quarterly Collection Fiscal Period or more than $15,000,000, the greater of (A) 5% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $7,500,000, (y) for all Retained Collections Contributions made 50,000,000 during any period of four (4) consecutive Quarterly Collection Fiscal Periods or more than $30,000,000, the greater of (A) 10% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $15,000,000, and (z) for all Retained Collections Contributions made 80,000,000 from the Initial Closing Date to the latest Final Series 2024-1 Legal Final Maturity Date for any Notes Outstanding, the greater of (A) 20% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $30,000,000Date; provided that any Retained Collections Contribution made Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculations undertaken calculating the Additional Notes DSCR in connection with the following circumstances: (a) issuance of Additional Notes pursuant to determine compliance with any Series Non-Amortization Test and (b) to determine the New Series Pro Forma DSCRSection 2.2. 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 Interim Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Collection Fiscal Periods ended immediately prior to such Interim Weekly Allocation Date is at least 1.75x 1.75:1.00 without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxixxxvi) of the Priority of Payments, to the extent of any shortfall on such Interim 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 Payment shall not constitute a Retained Collections Contribution.

Retained Collections Contributions. With respect to any Quarterly Collection PeriodDuring the period commencing on the Series 2015-1 Closing Date and ending on the Series 2018-1 Legal Final Maturity Date, the Master Issuer may (but is not required to) designate Retained Collections Contributions made to the Master Issuer during such period to be included in Net Cash Flow, but not more than $7,500,000(x) 2,000,000 in any single Quarterly Collection Fiscal Period or more than $15,000,000, the greater of (A) 5% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $7,500,000, (y) for all Retained Collections Contributions made 4,000,000 during any period of four (4) consecutive Quarterly Collection Fiscal Periods or more than $30,000,000, the greater of (A) 10% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $15,000,000, and (z) for all Retained Collections Contributions made 10,000,000 from the Initial Series 2015-1 Closing Date to the latest Series 20242018-1 Legal Final Maturity Date for any Notes Outstanding, the greater of (A) 20% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $30,000,000Date; provided that any Retained Collections Contribution made Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculations undertaken in the following circumstances: (a) to determine compliance with any Series Non-Amortization Test and (b) to determine calculating the New Series Pro Forma DSCRDSCR 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 Interim Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Collection Fiscal Periods ended immediately prior to such Interim Weekly Allocation Date is at least 1.75x 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxixxxv) of the Priority of Payments, to the extent of any shortfall on such Interim 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, Series 2015-1 Class A-2 Optional Scheduled Principal Payments, Series 2016-1 Class A-2 Optional Scheduled Principal Payments and Series 2018-1 Class A-2 Optional Scheduled Principal Payments shall not constitute Retained Collections Contributions.

Retained Collections Contributions. With respect to (a) At any Quarterly Collection Periodtime after the Amendment Date, the Master Issuer Co-Issuers may designate Retained Collections Contributions made to the Master Issuer during such period to be included in Net Cash Flow, but not more than $7,500,000(xto exceed (i) in any single Quarterly Collection Period or more than $15,000,000Period, the greater of (A) 5$10,000,000 and 3.75% of Net Cash Flow over the four (4) consecutive completed Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $7,500,000determination, (yii) for all Retained Collections Contributions made during any period of four (4) consecutive completed Quarterly Collection Periods or more than $30,000,000Periods, the greater of (A) 10$20,000,000 and 7.5% of Net Cash Flow over the four (4) consecutive completed Quarterly Collection Periods immediately preceding the relevant date of determination and or (Biii) $15,000,000, and (z) for all Retained Collections Contributions made from the Initial Closing Amendment Date to the latest Series 2024-1 Legal Final Maturity Date for any Notes OutstandingDate, the greater of (A) 20$40,000,000 and 15.0% of Net Cash Flow over the four (4) consecutive completed Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $30,000,000determination; provided that any Retained Collections Contribution made shall will be excluded from the Net Cash Flow for purposes of calculations undertaken in the following circumstances: (ai) to determine compliance with any Series Non-Amortization Test and (b) to determine the New Series Pro Forma DSCR. The amount , (ii) satisfaction of the Series Non-Amortization Test or (iii) determining whether the Co-Issuers may extend the Class A-1 Notes Renewal Date. (b) If any Retained Collections Contribution is included in Net Cash Flow for the purpose of calculating the DSCR DSCR, such Retained Collections Contribution shall be retained in the Collection Account until the Interim Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Collection Periods ended immediately prior to such Interim Weekly Allocation Date is at least 1.75x 1.50x without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxixxxvi) of the Priority of Payments, to the extent of any shortfall on such Interim Weekly Allocation Date. (c) 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. (d) On and after the Springing Amendments Implementation Date, any Retained Collections Contribution made after the end of a Quarterly Collection Period but prior to the Quarterly Calculation Date shall, at the discretion of the Co-Issuers, be included in the Net Cash Flow for such Quarterly Collection Period. For the avoidance of doubt, any funding of the Advance Funding Reserve Account shall not constitute a Retained Collections Contribution. (e) Solely for the purposes of calculating any financial measure pursuant to this Base Indenture and the other Transaction Documents, the amount of any deferred Franchisee Payments paid during any applicable Quarterly Fiscal Period (each a “Specified Deferred Amount”) will constitute “Retained Collections”, (x) prior to the Amendment Date, as if such Specified Deferred Amount was received on the date due (instead of the date actually received) and (y) on and after the Amendment 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 Amendment 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 any specific 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 this 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. (f) For the avoidance of doubt, any funding of the Advance Funding Reserve Account shall not constitute a Retained Collections Contribution.

Retained Collections Contributions. With respect to any Quarterly Collection PeriodDuring the period commencing on the Series 2015-1 Closing Date and ending on the Final Series Legal Final Maturity Date, the Master Issuer Co-Issuers may (but are not required to) designate Retained Collections Contributions made to the Master Issuer during such period to be included in Net Cash Flow, but not more than $7,500,000(x) 2,000,000 in any single Quarterly Collection Fiscal Period or more than $15,000,000, the greater of (A) 5% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $7,500,000, (y) for all Retained Collections Contributions made 4,000,000 during any period of four (4) consecutive Quarterly Collection Fiscal Periods or more than $30,000,000, the greater of (A) 10% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $15,000,000, and (z) for all Retained Collections Contributions made 10,000,000 from the Initial Series 2015-1 Closing Date to the latest Final Series 2024-1 Legal Final Maturity Date for any Notes Outstanding, the greater of (A) 20% of Net Cash Flow over the four (4) Quarterly Collection Periods immediately preceding the relevant date of determination and (B) $30,000,000Date; provided that any Retained Collections Contribution made Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculations undertaken in the following circumstances: (a) to determine compliance with any Series Non-Amortization Test and (b) to determine calculating the New Series Pro Forma DSCRDSCR 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 Interim Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Collection Fiscal Periods ended immediately prior to such Interim Weekly Allocation Date is at least 1.75x 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxixxxviii) of the Priority of Payments, to the extent of any shortfall on such Interim Weekly Allocation Date. The Co-Issuers may not designate equity contributions as Retained Collections Contributions to the extent such equity contributions were funded by the proceeds of a draw under any Class A-1 Notes. For the avoidance of doubt, Series 2015-1 Class A-2 Optional Scheduled Principal Payments, Series 2016-1 Class A-2 Optional Scheduled Principal Payments, Series 2018-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-1 Class A-2 Optional Scheduled Principal Payments, Series 2019-2 Class A-2 Optional Scheduled Principal Payments, and Series 2020-1 Class A-2 Optional Scheduled Principal Payments, Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payments and any similar Optional Scheduled Principal Payments as defined in or under any applicable Series Supplement shall not constitute Retained Collections Contributions.