Common use of Senior Notes Clause in Contracts

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2019-1 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 2019-1 Letter of Credit; (ii) the Series 2019-1 Cash Collateral Account, including any security entitlement thereto; (iii) all funds on deposit in the Series 2019-1 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the Series 2019-1 Cash Collateral Account or the funds on deposit therein from time to time; (v) all investments made at any time and from time to time with monies in the Series 2019-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vi) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2019-1 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (ii) through (vii) are referred to, collectively, as the “Series 2019-1 Cash Collateral Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Series 2019-1 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2019-1 Cash Collateral Account. The Series 2019-1 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2019-1 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(14) of the New York UCC) with respect to the Series 2019-1 Cash Collateral Account; (ii) that its jurisdiction as a securities intermediary is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 2019-1 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8‑102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(8) of the New York UCC) issued by the Trustee.

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20192017-1 2 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 20192017-1 2 Letter of Credit; (ii) the Series 20192017-1 2 Cash Collateral Account, including any security entitlement thereto; (iii) all funds on deposit in the Series 20192017-1 2 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the Series 20192017-1 2 Cash Collateral Account or the funds on deposit therein from time to time; (v) all investments made at any time and from time to time with monies in the Series 20192017-1 2 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vi) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 20192017-1 2 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vii) all AMERICAS 93983148 (2K) 43 proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (ii) through (vii) are referred to, collectively, as the “Series 20192017-1 2 Cash Collateral Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Series 20192017-1 2 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 20192017-1 2 Cash Collateral Account. The Series 20192017-1 2 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20192017-1 2 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(14) of the New York UCC) with respect to the Series 20192017-1 2 Cash Collateral Account; (ii) that its jurisdiction as a securities intermediary is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 20192017-1 2 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8‑102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(8) of the New York UCC) issued by the Trustee.

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20192022-1 5 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 2019-1 Letter of Credit; (ii) the Series 20192022-1 Cash Collateral 5 Reserve Account, including any security entitlement thereto; (iiiii) all funds on deposit in the Series 2019-1 Cash Collateral Account therein from time to time; (iviii) all certificates and instruments, if any, representing or evidencing any or all of the Series 20192022-1 Cash Collateral 5 Reserve Account or the funds on deposit therein from time to time; (viv) all investments made at any time and from time to time with monies in the Series 20192022-1 Cash Collateral 5 Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (viv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 20192022-1 Cash Collateral 5 Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (viivi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (viivi) are referred to, collectively, as the “Series 20192022-1 Cash Collateral 5 Reserve 42 Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, shall possess all right, title and interest in and to all funds on deposit from time to time in the Series 20192022-1 Cash Collateral 5 Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 20192022-1 Cash Collateral 5 Reserve Account. The Series 20192022-1 Cash 5 Reserve Account Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20192022-1 5 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(148-102(a)(14) of the New York UCC) with respect to the Series 20192022-1 Cash Collateral 5 Reserve Account; (ii) that its jurisdiction as a securities intermediary is New York, ; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 20192022-1 Cash Collateral 5 Reserve Account shall be treated as a financial asset (as defined in Section 8‑102(a)(98-102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(88-102(a)(8) of the New York UCC) issued by the Trustee.

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20192018-1 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 20192018-1 Letter of Credit; (ii) the Series 20192018-1 Cash Collateral Account, including any security entitlement thereto; (iii) all funds on deposit in the Series 20192018-1 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the Series 20192018-1 Cash Collateral Account or the funds on deposit therein from time to time; (v) all investments made at any time and from time to time with monies in the Series 20192018-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vi) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 20192018-1 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (ii) through (vii) are referred to, collectively, as the “Series 20192018-1 Cash Collateral Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Series 20192018-1 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 20192018-1 Cash Collateral Account. The Series 20192018-1 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20192018-1 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(14) of the New York UCC) with respect to the Series 20192018-1 Cash Collateral Account; (ii) that its jurisdiction as a securities intermediary is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 20192018-1 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8‑102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(8) of the New York UCC) issued by the Trustee.

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2019-1 3 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 2019-1 3 Letter of Credit; (ii) the Series 2019-1 3 Cash Collateral Account, including any security entitlement thereto; (iii) all funds on deposit in the Series 2019-1 3 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the Series 2019-1 3 Cash Collateral Account or the funds on deposit therein from time to time; (v) all investments made at any time and from time to time with monies in the Series 2019-1 3 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vi) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2019-1 3 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (ii) through (vii) are referred to, collectively, as the “Series 2019-1 3 Cash Collateral Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Series 2019-1 3 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2019-1 3 Cash Collateral Account. The Series 2019-1 3 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2019-1 3 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(14) of the New York UCC) with respect to the Series 2019-1 3 Cash Collateral Account; (ii) that its jurisdiction as a securities intermediary is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 2019-1 3 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8‑102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(8) of the New York UCC) issued by the Trustee.

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20192020-1 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 20192020-1 Letter of Credit; (ii) the Series 20192020-1 Cash Collateral Account, including any security entitlement thereto; (iii) all funds on deposit in the Series 20192020-1 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the Series 20192020-1 Cash Collateral Account or the funds on deposit therein from time to time; (v) all investments made at any time and from time to time with monies in the Series 20192020-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vi) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 20192020-1 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (ii) through (vii) are referred to, collectively, as the “Series 20192020-1 Cash Collateral Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Series 20192020-1 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 20192020-1 Cash Collateral Account. The Series 20192020-1 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20192020-1 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(148-102(a)(14) of the New York UCC) with respect to the Series 20192020-1 Cash Collateral Account; (ii) that its jurisdiction as a securities intermediary is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 20192020-1 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8‑102(a)(98-102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(88-102(a)(8) of the New York UCC) issued by the Trustee.

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2019-1 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 2019-1 Letter of Credit; (ii) the Series 2019-1 Cash Collateral Reserve Account, including any security entitlement thereto; (iiiii) all funds on deposit in the Series 2019-1 Cash Collateral Account therein from time to time; (iviii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2019-1 Cash Collateral Reserve Account or the funds on deposit therein from time to time; (viv) all investments made at any time and from time to time with monies in the Series 2019-1 Cash Collateral Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (viv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2019-1 Cash Collateral Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (viivi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (viivi) are referred to, collectively, as the “Series 2019-1 Cash Collateral Reserve Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, shall possess all right, title and interest in and to all funds on deposit from time to time in the Series 2019-1 Cash Collateral Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2019-1 Cash Collateral Reserve Account. The Series 2019-1 Cash Reserve Account Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2019-1 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(14) of the New York UCC) with respect to the Series 2019-1 Cash Collateral Reserve Account; (ii) that its jurisdiction as a securities intermediary is New York, ; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 2019-1 Cash Collateral Reserve Account shall be treated as a financial asset (as defined in Section 8‑102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(8) of the New York UCC) issued by the Trustee.

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20192018-1 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Series 2018-1 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 2019-1 Letter of Credit; (ii) the Series 2019-1 Cash Collateral Class A/B/C Reserve Account, including any security entitlement thereto; (iiiii) all funds on deposit in the Series 2019-1 Cash Collateral Account therein from time to time; (iviii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2019-1 Cash Collateral Class A/B/C Reserve Account or the funds on deposit therein from time to time; (viv) all investments made at any time and from time to time with monies in the Series 2019-1 Cash Collateral Class A/B/C Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (viv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2019-1 Cash Collateral Class A/B/C Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (viivi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (viivi) are referred to, collectively, as the “Series 2019-1 Cash Collateral Class A/B/C Reserve Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, shall possess all right, title and interest in and to all funds on deposit from time to time in the Series 2019-1 Cash Collateral Class A/B/C Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2019-1 Cash Collateral Class A/B/C Reserve Account. The Series 2019-1 Cash Class A/B/C Reserve Account Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Series 2018-1 Noteholders. The Series 20192018-1 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(148-102(a)(14) of the New York UCC) with respect to the Series 2019-1 Cash Collateral Class A/B/C Reserve Account; (ii) that its jurisdiction as a securities intermediary is New York, ; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 2019-1 Cash Collateral Class A/B/C Reserve Account shall be treated as a financial asset (as defined in Section 8‑102(a)(98-102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(88-102(a)(8) of the New York UCC) issued by the Trustee.

Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2019-1 2 Senior Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 2019-1 2 Letter of Credit; (ii) the Series 2019-1 2 Cash Collateral Account, including any security entitlement thereto; (iii) all funds on deposit in the Series 2019-1 2 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the Series 2019-1 2 Cash Collateral Account or the funds on deposit therein from time to time; (v) all investments made at any time and from time to time with monies in the Series 2019-1 2 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vi) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2019-1 2 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (ii) through (vii) are referred to, collectively, as the “Series 2019-1 2 Cash Collateral Account Collateral”). The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Series 2019-1 2 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2019-1 2 Cash Collateral Account. The Series 2019-1 2 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2019-1 2 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8‑102(a)(14) of the New York UCC) with respect to the Series 2019-1 2 Cash Collateral Account; (ii) that its jurisdiction as a securities intermediary is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 2019-1 2 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8‑102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8‑102(a)(8) of the New York UCC) issued by the Trustee.