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 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 (x) for all Retained Collections Contributions made in any single Quarterly Fiscal Period or more than 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) $4,000,000 10,000,000, (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 or more than immediately preceding the relevant date of determination and (B) $10,000,000 20,000,000 and (z) for all Retained Collections Contributions made from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date, the greater of (A) 25% of Net Cash Flow during the four (4) Quarterly Fiscal Periods immediately preceding the relevant date of determination and (B) $40,000,000; provided that any Retained Collections Contributions made to the Issuer following 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; provided further, that any Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating calculations undertaken in the New Series following circumstances: (a) to determine the Additional Notes Pro Forma DSCR in connection with the issuance DSCR, (b) to determine satisfaction of any new SeriesSeries 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 Allocation Date is at least 1.50:1.00 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 (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 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 DateWith respect to any Quarterly Collection Period, the IssuerCo-Issuers Master Issuer may (but isare 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 $2,000,000 7,500,000(x) in any single Quarterly Fiscal Collection Period or more than $4,000,000 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 Fiscal Collection Periods or more than $10,000,000 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 Series 2015-1 Initial Closing Date to the Final latest Series 20182024-1 Legal Final Maturity DateDate 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 Contributions Contribution made shall be excluded from the amount of Net Cash Flow for purposes of calculating 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 in connection with the issuance of any new SeriesDSCR. 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 Interim Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Fiscal Collection Periods ended immediately prior to such Weekly Interim Allocation Date is at least 1.50:1.00 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 (xxvxxviiixxix) of the Priority of Payments, to the extent of any shortfall on such Weekly Interim 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 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 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.

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, or, on and after the Springing Amendments Implementation Date, the 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 DSCR in connection with Quarterly DSCR, or, on and after the issuance of any new SeriesSpringing 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 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 Date; provided, that (i) the most recent Quarterly DSCR for or, on and after the period of four Quarterly Fiscal Periods ended immediately prior to such Weekly Allocation Date is Springing Amendments Implementation Date, the DSCR, 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 Prior to the Springing Amendments Implementation Date, the 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 At any time after the period commencing on the Series 2015-1 Original 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 (i) prior to the 2021 Springing Amendments Implementation Date, $2,000,000 25 million in any Quarterly Fiscal Period or more than $4,000,000 50 million during any period of four (4) consecutive Quarterly Fiscal Periods or more than $10,000,000 80 million from the Original Closing Date to the Series 2021-1 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 20152021-1 Closing Date to the Final Series 2018-1 Legal Final Maturity DateDate 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 Contributions shall Contribution made will be excluded from the amount of Net Cash Flow for purposes of calculating the New Series Pro Forma pro forma DSCR in connection with the issuance of any new Series. The amount of Additional Notes; provided, further, that on and after the 2021 Springing Amendments Implementation Date, any Retained Collections Contribution 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 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 such Quarterly Fiscal Periods ended immediately prior to Period indicated in such Weekly Allocation Date is at least 1.50:1.00 without giving effect to the inclusion of such Retained Collections Contribution Manager’s Certificate 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 NotesQuarterly Noteholders’ Report. For the avoidance of doubt, Series 2015-1 Class A-2 Optional Scheduled Principal Payments, Series 2016-1 Class A-2 Optional Scheduled Principal Payments 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 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 2021-1 Closing Date and (y) on and after the Series 2021-1 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 2021-1 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. 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 Flow, but not more than $2,000,000 than: (a) Prior to the 2022 Springing Amendments Implementation Date, (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) $4,000,000 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) $10,000,000 30,000,000 and (z) for all Retained Collections Contributions made from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date, 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 the amount of Net Cash Flow for purposes of calculating calculations undertaken in the following circumstances: (i) the New Series Pro Forma DSCR in connection or (ii) compliance with the issuance Series 0000-0 Xxx-Xxxxxxxxxxxx Test. (b) On or after the 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) $25,000,000, (y) for all Retained Collections Contributions made during any new Series. The amount 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) $80,000,000 and (z) for all Retained Collections Contributions made from the Closing Date to the Final Series Legal Final Maturity Date, the greater of (A) 25% 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) compliance with the Series 0000-0 Xxx-Xxxxxxxxxxxx Test. 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 Collection Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 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 (xxvxxviiixxviii) 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 (a) 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 Amendment Date, the IssuerCoCo-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 to exceed (i) in any single Quarterly Fiscal Period or more than Collection Period, the greater of $4,000,000 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, (ii) during any period of four consecutive completed Quarterly Collection Periods, the greater of $20,000,000 and 7.5% of Net Cash Flow over the four (4) consecutive completed Quarterly Fiscal Collection Periods immediately preceding the relevant date of determination or more than $10,000,000 (iii) from the Series 2015-1 Closing Amendment Date to the Final Series 2018-1 Legal Final Maturity Date, the greater of $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; provided that any Retained Collections Contributions shall Contribution made will be excluded from the amount of Net Cash Flow for purposes of calculating calculations undertaken in the following circumstances: (i) the New Series Pro Forma DSCR in connection with DSCR, (ii) satisfaction of the issuance of any new Series. The amount of 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 Weekly Allocation Date on which either (i) the DSCR for the period of four Quarterly Fiscal Collection Periods ended immediately prior to such Weekly Allocation Date is at least 1.50:1.00 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 (xxvxxviiixxvi) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date. . (c) 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. (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, 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 any funding of the Advance Funding Reserve Account shall not constitute a Retained Collections ContributionsContribution. (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. 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 (x) for all Retained Collections Contributions made in any Quarterly Fiscal Period or more than Period, the greater of (A) 5% 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) $4,000,000 17,500,000, (y) for 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 for which financial statements have been delivered as of the relevant date of determination and (B) $50,000,000 or more than $10,000,000 (z) for Retained Collections Contributions made from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date, the greater of (A) 25% 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) $85,000,000; provided provided, that any Retained Collections Contributions made to the Co-Issuers following a Quarterly Fiscal Period, but on or before the related Quarterly Calculation Date, may, at the Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate, Quarterly Noteholders’ Allocation Report or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal 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 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, Series 2021-1 Class A-2 Notes Optional Scheduled Principal Payments, Series 2022-1 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 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 (x) for all Retained Collections Contributions made in any Quarterly Fiscal Period or more than Period, the greater of (A) 5% 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) $4,000,000 17,500,000, (y) for 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 for which financial statements have been delivered as of the relevant date of determination and (B) $50,000,000 or more than $10,000,000 (z) for Retained Collections Contributions made from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date, the greater of (A) 25% 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) $85,000,000; provided provided, that any Retained Collections Contributions made to the Co- Issuers following a Quarterly Fiscal Period, but on or before the related Quarterly Calculation Date, may, at the Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate, Quarterly Noteholders’ Allocation Report or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal 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 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.Contribution

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 (x) 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) $4,000,000 10,000,00017,500,000 , (y) for Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 815% 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) $20,000,00050,000,000 or more than $10,000,000 (z) for Retained Collections Contributions made from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date, the greater of (A) 1625% 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) $40,000,00085,000,000 ; provided provided, that any Retained Collections Contributions made to the Co-Issuers following a Quarterly Fiscal Period, but on or before the related Quarterly Calculation Date, may, at the Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate, Quarterly Noteholders’ Allocation Report or Quarterly Noteholders’ Report, as applicable, be included in Net Cash Flow for such Quarterly Fiscal 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 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, Series 2021-1 Class A-2 Notes Optional Scheduled Principal Payments, Series 2022-1 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 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 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 (x) 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) $4,000,000 10,000,000, (y) for Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of (A) 8% 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) $20,000,000 or more than $10,000,000 (z) for Retained Collections Contributions made from the Series 2015-1 Closing Date to the Final Series 2018-1 Legal Final Maturity Date, the greater of (A) 16% 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) $40,000,000; provided provided, that any Retained Collections Contributions made to the Co-Issuers following a Quarterly Fiscal Period, but on or before the related Quarterly Calculation Date, may, at the 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; 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 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 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 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.