Common use of Class C Reserve Account Constitutes Additional Collateral for Class C Notes Clause in Contracts

Class C Reserve Account Constitutes Additional Collateral for Class C Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Class C Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of 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) the Class C Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class C Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class C Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) 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 Class C Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class C Reserve Account Collateral”). The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Class C Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class C Reserve Account. The Class C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Class C Noteholders. The Series 2011-3 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 Class C Reserve Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class C 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.

Class C Reserve Account Constitutes Additional Collateral for Class C Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Class C Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of 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) the Class C Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class C Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class C Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) 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 Class C Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class C Reserve Account Collateral”). The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Class C Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class C Reserve Account. The Class C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Class C Noteholders. The Series 20112012-3 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 Class C Reserve Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class C 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.

Class C Reserve Account Constitutes Additional Collateral for Class C Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Class C Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of 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) the Class C Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class C Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class C Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) 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 Class C Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class C Reserve Account Collateral”). The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Class C Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class C Reserve Account. The Class C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Class C Noteholders. The Series 20112013-3 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 Class C Reserve Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class C 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.

Class C Reserve Account Constitutes Additional Collateral for Class C Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Class C Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of 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) the Class C Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class C Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class C Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) 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 Class C Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, NEWYORK 8960494 (2K)A&R Series 2013-1 Supplement (Class C Note issuance) 53 cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class C Reserve Account Collateral”). The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Class C Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class C Reserve Account. The Class C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Class C Noteholders. The Series 20112013-3 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 Class C Reserve Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class C 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.

Class C Reserve Account Constitutes Additional Collateral for Class C Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Class C Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of 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) the Class C Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class C Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class C Reserve NEWYORK 8960493 (2K)A&R Series 2012-3 Supplement (Class C Note issuance) 53 Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) 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 Class C Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class C Reserve Account Collateral”). The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Class C Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class C Reserve Account. The Class C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Class C Noteholders. The Series 20112012-3 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 Class C Reserve Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class C 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.

Class C Reserve Account Constitutes Additional Collateral for Class C Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Class C Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of 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) the Class C Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class C Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class C Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) 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 Class C Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class C Reserve Account Collateral”). The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Class C Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class C Reserve Account. The Class C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Class C Noteholders. The Series 2011-3 5 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 Class C Reserve Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class C 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.