Common use of Retained Collections Contributions Clause in Contracts

Retained Collections Contributions. During the period commencing on the Series 2015-1 Closing Date and ending on the Final Series 2018-1 Legal Final Maturity Date, the IssuerCo-Issuers may (but isare not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than $2,000,000 in any Quarterly Fiscal Period or more than $4,000,000 during any period of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date; provided that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma DSCR in connection with the issuance of any new Series. The amount of any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall be retained in the Collection Account until the Weekly Allocation Date on which either (i) the DSCR for the period of four Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (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 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.

Retained Collections Contributions. During At any time after the period commencing on the Series 2015-1 Closing Date and ending on the Final Series 2018-1 Legal Final Maturity Date, the IssuerCo-Issuers Brand Holdings II may (but isare 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 $2,000,000 2,500,000 in any Quarterly Fiscal Collection Period or more than $4,000,000 5,000,000 during any period of four (4) consecutive Quarterly Fiscal Collection Periods or more than $10,000,000 in the aggregate from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date; provided provided, that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating 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 of any new SeriesAdditional 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 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 held by Brand Holdings I or Brand Holdings II for the period of four Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 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, that the most recent DSCR was at least equal to the Cash Trapping DSCR Threshold without giving effect to the inclusion of such Retained Collections Contribution or and (ii) such Retained Collections Contribution is not required to pay any shortfall in the amounts payable under priorities clauses (ii) through (xxvxxviiixxxi) of the Priority of Payments, to the extent of any shortfall on such Weekly Monthly Allocation Date. The IssuerCo-Issuers Neither Brand Holdings I or Brand Holdings II 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 Senior 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, 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.

Retained Collections Contributions. During At any time after the period commencing on the Series 2015-1 Closing Date and ending on the Final Series 2018-1 Legal Final Maturity Date, the IssuerCo-Issuers Master Issuer may (but isare 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 $2,000,000 7,500,000 in any Quarterly Fiscal Collection Period or more than $4,000,000 15,000,000 during any period of four (4) consecutive Quarterly Fiscal Collection Periods or more than $10,000,000 30,000,000 from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date; provided provided, that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating 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 of any new SeriesSecuritization Leverage Ratio and the Senior ABS Leverage Ratio. The amount of any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall be retained in held by the Collection Account until 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 on which either (i) Date; provided, that the most recent Quarterly DSCR for the period of four Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is was at least 1.50:1.00 equal to the Cash Trapping DSCR Threshold without giving effect to the inclusion of such Retained Collections Contribution or and (ii) such Retained Collections Contribution is not required to pay any shortfall in the amounts payable under priorities clauses (ii) through (xxvxxviiixxxvii) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date. The IssuerCo-Issuers Master 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 Senior 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, 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.

Retained Collections Contributions. During the period commencing on the Series 2015-1 Closing Date and ending on the Final Series 2018-1 Legal Final Maturity Date, the IssuerCo-Issuers Issuer may (but isare is not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than $2,000,000 in any Quarterly Fiscal Period or more than $4,000,000 during any period of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date; provided that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma DSCR in connection with the issuance of any new Series. The amount of any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall be retained in the Collection Account until the Weekly Allocation Date on which either (i) the DSCR for the period of four Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxvxxviiixxv) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date. The IssuerCo-Issuers 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, 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.

Retained Collections Contributions. During Between the period commencing on the Series 2015-1 Closing Date and ending on the Final Series 2018-1 Legal Final Maturity Date for the Notes issued on the Closing Date, the IssuerCo-Issuers Issuer may (but isare is not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than $2,000,000 7,000,000 in any Quarterly Fiscal Period or more than $4,000,000 15,000,000 during any period of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 30,000,000 from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date; provided that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma Additional Notes DSCR in connection with the issuance of any new SeriesAdditional Notes pursuant to Section 2.2; provided further, that Retained Collections Contributions in an amount up to $20,000,000 made to the Issuer prior to the Initial Quarterly Payment Date in respect of pre-Closing Date 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. The amount of 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 Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 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 (xxvxxviiixxvi) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date. The IssuerCo-Issuers 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 any equity contribution to the Issuer or any other Securitization Entity for the purpose of making an 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, 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 Payment shall not constitute a Retained Collections ContributionsContribution.

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

Retained Collections Contributions. During At any time after the period commencing on the Series 2015-1 Closing Date and ending on the Final Series 2018-1 Legal Final Maturity Date, the IssuerCoCo-Issuers may (but isare are not required to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than $2,000,000 7,000,000 in any Quarterly Fiscal Period or more than $4,000,000 15,000,000 during any period of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 30,000,000 from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date; provided that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma Additional Notes DSCR in connection with the issuance of any new SeriesAdditional Notes pursuant to Section 2.2; 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 behalf of the Co-Issuers). 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 Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxvxxviiixxvii) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date. The IssuerCoCo-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 2015any equity contribution to the Co-1 Class A-2 Issuers or any other Securitization Entity for the purpose of making an 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, 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 Payment shall not constitute a Retained Collections ContributionsContribution.