Common use of Series 2015-3 Interest Rate Caps Clause in Contracts

Series 2015-3 Interest Rate Caps. (a) On or prior to the A&R Effective Date, ABRCF shall acquire one or more interest rate caps (each a “Series 2015-3 Interest Rate Cap”) from a Qualified Interest Rate Cap Counterparty. On the A&R Effective Date, the aggregate notional amount of all Series 2015-3 Interest Rate Caps shall equal the Class A Maximum Invested Amount, and the aggregate notional amount of all Series 2015-3 Interest Rate Caps may be reduced pursuant to the related Series 2015-3 Interest Rate Cap to the extent that the Class A Maximum Invested Amount is reduced after the A&R Effective Date. ABRCF shall acquire one or more additional Series 2015-3 Interest Rate Caps in connection with any increase of the Class A Maximum Invested Amount such that the aggregate notional amounts of all Series 2015-3 Interest Rate Caps shall equal the Class A Maximum Invested Amount after giving effect to such increase. The strike rate of each Series 2015-3 Interest Rate Cap shall not be greater than 4.00%. The Series 2015-3 Interest Rate Caps shall extend to at least the Series 2015-3 Termination Date. (b) If, at any time, an Interest Rate Cap Counterparty is not a Qualified Interest Rate Cap Counterparty, then ABRCF shall cause the Interest Rate Cap Counterparty within 30 Business Days following such occurrence, at the Interest Rate Cap Counterparty’s expense, to do one of the following (the choice of such action to be determined by the Interest Rate Cap Counterparty) (i) obtain a replacement interest rate cap on the same terms as the Series 2015-3 Interest Rate Cap from a Qualified Interest Rate Cap Counterparty and simultaneously with such replacement ABRCF shall terminate the Series 2015-3 Interest Rate Cap being replaced, (ii) obtain a guaranty from, or contingent agreement of, another person who qualifies as a Qualified Interest Rate Cap Counterparty to honor the Interest Rate Cap Counterparty’s obligations under the Series 2015-3 Interest Rate Cap in form and substance satisfactory to the Administrative Agent or (iii) post and maintain collateral satisfactory to the Administrative Agent; provided that no termination of the Series 2015-3 Interest Rate Cap shall occur until ABRCF has entered into a replacement Interest Rate Cap. (c) To secure payment of all obligations to the Class A Noteholders, ABRCF grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A Noteholders, all of ABRCF’s right, title and interest in the Series 2015-3 Interest Rate Caps and all proceeds thereof (the “Series 2015-3 Interest Rate Cap Collateral”). ABRCF shall require all Series 2015-3 Interest Rate Cap Proceeds to be paid to, and the Trustee shall allocate all Series 2015-3 Interest Rate Cap Proceeds to, the Series 2015-3 Accrued Interest Account of the Series 2015-3 Collection Account.

Series 2015-3 Interest Rate Caps. (a) On or prior to the A&R Effective Series 2015-3 Closing Date, ABRCF shall acquire one or more interest rate caps (each a “Series 2015-3 Interest Rate Cap”) from a Qualified Interest Rate Cap Counterparty. On the A&R Effective Series 2015-3 Closing Date, the aggregate notional amount of all Series 2015-3 Interest Rate Caps shall equal the Class A Series 2015-3 Maximum Invested Amount, and the aggregate notional amount of all Series 2015-3 Interest Rate Caps may be reduced pursuant to the related Series 2015-3 Interest Rate Cap to the extent that the Class A Series 2015-3 Maximum Invested Amount is reduced after the A&R Effective Series 2015-3 Closing Date. ABRCF shall acquire one or more additional Series 2015-3 Interest Rate Caps in connection with any increase of the Class A Series 2015-3 Maximum Invested Amount such that the aggregate notional amounts of all Series 2015-3 Interest Rate Caps shall equal the Class A Series 2015-3 Maximum Invested Amount after giving effect to such increase. The strike rate of each Series 2015-3 Interest Rate Cap shall not be greater than 4.003.00%. The Series 2015-3 Interest Rate Caps shall extend to at least the Series 2015-3 Termination Date. (b) If, at any time, an Interest Rate Cap Counterparty is not a Qualified Interest Rate Cap Counterparty, then ABRCF shall cause the Interest Rate Cap Counterparty within 30 Business Days following such occurrence, at the Interest Rate Cap Counterparty’s expense, to do one of the following (the choice of such action to be determined by the Interest Rate Cap Counterparty) (i) obtain a replacement interest rate cap on the same terms as the Series 2015-3 Interest Rate Cap from a Qualified Interest Rate Cap Counterparty and simultaneously with such replacement ABRCF shall terminate the Series 2015-3 Interest Rate Cap being replaced, (ii) obtain a guaranty from, or contingent agreement of, another person who qualifies as a Qualified Interest Rate Cap Counterparty to honor the Interest Rate Cap Counterparty’s obligations under the Series 2015-3 Interest Rate Cap in form and substance satisfactory to the Administrative Agent or (iii) post and maintain collateral satisfactory to the Administrative AgentAgent (as directed by the Requisite Noteholders); provided that no termination of the Series 2015-3 Interest Rate Cap shall occur until ABRCF has entered into a replacement Interest Rate Cap. (c) To secure payment of all obligations to the Class A Series 2015-3 Noteholders, ABRCF grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A Series 2015-3 Noteholders, all of ABRCF’s right, title and interest in the Series 2015-3 Interest Rate Caps and all proceeds thereof (the “Series 2015-3 Interest Rate Cap Collateral”). ABRCF shall require all Series 2015-3 Interest Rate Cap Proceeds to be paid to, and the Trustee shall allocate all Series 2015-3 Interest Rate Cap Proceeds to, the Series 2015-3 Accrued Interest Account of the Series 2015-3 Collection Account.. Americas 00000000 (2K) 77

Series 2015-3 Interest Rate Caps. (a) On or prior to the A&R Effective Date, ABRCF shall acquire one or more interest rate caps (each a “Series 2015-3 Interest Rate Cap”) from a Qualified Interest Rate Cap Counterparty. On the A&R Effective Date, the aggregate notional amount of all Series 2015-3 Interest Rate Caps shall equal the Class A A/B Maximum Invested Amount, and the aggregate notional amount of all Series 2015-3 Interest Rate Caps may be reduced pursuant to the related Series 2015-3 Interest Rate Cap to the extent that the Class A A/B Maximum Invested Amount is reduced after the A&R Effective Date. ABRCF shall acquire one or more additional Series 2015-3 Interest Rate Caps in connection with any increase of the Class A A/B Maximum Invested Amount such that the aggregate notional amounts of all Series 2015-3 Interest Rate Caps shall equal the Class A A/B Maximum Invested Amount after giving effect to such increase. The strike rate of each Series 2015-3 Interest Rate Cap shall not be greater than 4.00%. The Series 2015-3 Interest Rate Caps shall extend to at least the Series 2015-3 Termination Date. (b) If, at any time, an Interest Rate Cap Counterparty is not a Qualified Interest Rate Cap Counterparty, then ABRCF shall cause the Interest Rate Cap Counterparty within 30 Business Days following such occurrence, at the Interest Rate Cap Counterparty’s expense, to do one of the following (the choice of such action to be determined by the Interest Rate Cap Counterparty) (i) obtain a replacement interest rate cap on the same terms as the Series 2015-3 Interest Rate Cap from a Qualified Interest Rate Cap Counterparty and simultaneously with such replacement ABRCF shall terminate the Series 2015-3 Interest Rate Cap being replaced, (ii) obtain a guaranty from, or contingent agreement of, another person who qualifies as a Qualified Interest Rate Cap Counterparty to honor the Interest Rate Cap Counterparty’s obligations under the Series 2015-3 Interest Rate Cap in form and substance satisfactory to the Administrative Agent or (iii) post and maintain collateral satisfactory to the Administrative Agent; provided that no termination of the Series 2015-3 Interest Rate Cap shall occur until ABRCF has entered into a replacement Interest Rate Cap. (c) To secure payment of all obligations to the Class A Noteholders and the Class B Noteholders, ABRCF grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A Noteholders and the Class B Noteholders, all of ABRCF’s right, title and interest in the Series 2015-3 Interest Rate Caps and all proceeds thereof (the “Series 2015-3 Interest Rate Cap Collateral”). ABRCF shall require all Series 2015-3 Interest Rate Cap Proceeds to be paid to, and the Trustee shall allocate all Series 2015-3 Interest Rate Cap Proceeds to, the Series 2015-3 Accrued Interest Account of the Series 2015-3 Collection Account.

Series 2015-3 Interest Rate Caps. (a) On or prior to the A&R Effective Date, ABRCF shall acquire one or more interest rate caps (each a “Series 2015-3 Interest Rate Cap”) from a Qualified Interest Rate Cap Counterparty. On the A&R Effective Date, the aggregate notional amount of all Series 2015-3 Interest Rate Caps shall equal the Class A A/B Maximum Invested Amount, and the aggregate notional amount of all Series 2015-3 Interest Rate Caps may be reduced pursuant to the related Series 2015-3 Interest Rate Cap to the extent that the Class A A/B Maximum Invested Amount is reduced after the A&R Effective Date. ABRCF shall acquire one or more additional Series 2015-3 Interest Rate Caps in connection with any increase of the Class A A/B Maximum Invested Amount after the A&R Effective Date such that the aggregate notional amounts of all Series 2015-3 Interest Rate Caps shall equal the Class A A/B Maximum Invested Amount after giving effect to such increase. The strike rate of each the Series 2015-3 Interest Rate Cap as of the A&R Effective Date shall not be greater than the Series 2015-3 Required Cap Strike Rate. The Series 2015-3 Interest Rate Caps in effect as of the A&R Effective Date shall extend to at least the Series 2015-3 Interest Rate Cap Expiry Date. On and after the Series 2015-3 Interest Rate Cap Expiry Date, ABRCF shall not be required to acquire any Series 2015-3 Interest Rate Cap unless an ABCR Three-Notch Downgrade Event occurs and is continuing. If an ABCR Three-Notch Downgrade Event has occurred and is continuing (or if ABRCF, in its sole discretion, otherwise elects to acquire a Series 2015-3 Interest Rate Cap), ABRCF shall acquire a Series 2015-3 Interest Rate Cap in accordance with the terms hereof except that (i) the strike rate of such Series 2015-3 Interest Rate Cap shall not be greater than 4.00%. The the Series 2015-3 Required Cap Strike Rate with respect to the Series 2015-3 Interest Rate Caps Cap Period in which such ABCR Three-Notch Downgrade occurs (or in which ABRCF elects to acquire such Series 2015-3 Interest Rate Cap) and (ii) such Series 2015-3 Interest Rate Cap shall extend to at least the Series 2015-3 Termination Date. (b) If, at any timetime a Series 2015-3 Interest Rate Cap is in effect, an Interest Rate Cap Counterparty is not a Qualified Interest Rate Cap Counterparty, then ABRCF shall cause the Interest Rate Cap Counterparty within 30 Business Days following such occurrence, at the Interest Rate Cap Counterparty’s expense, to do one of the following (the choice of such action to be determined by the Interest Rate Cap Counterparty) (i) obtain a replacement interest rate cap on the same terms as the Series 2015-3 Interest Rate Cap from a Qualified Interest Rate Cap Counterparty and simultaneously with such replacement ABRCF shall terminate the Series 2015-3 Interest Rate Cap being replaced, (ii) obtain a guaranty from, or contingent agreement of, another person who qualifies as a Qualified Interest Rate Cap Counterparty to honor the Interest Rate Cap Counterparty’s obligations under the Series 2015-3 Interest Rate Cap in form and substance satisfactory to the Administrative Agent or (iii) post and maintain collateral satisfactory to the Administrative Agent; provided that no termination of the Series 2015-3 Interest Rate Cap shall occur until ABRCF has entered into a replacement Interest Rate Cap. (c) If on any date of determination on and after the Series 2015-3 Interest Rate Cap Expiry Date and during the Series 2015-3 Revolving Period the Series 2015-3 Springing Interest Rate Cap Reset Condition is satisfied, ABRCF (in its sole discretion) may elect to reduce the Series 2015-3 Required Cap Strike Rate and the Series 2015-3 Springing Interest Rate Cap Trigger; provided that (i) the Series 2015-3 Required Cap Strike Rate may not be reduced to less than (x) Daily Simple SOFR as of the date of such election plus (y) 250 basis points (or, if an ABCR Two-Notch Downgrade Event or an ABCR Three-Notch Downgrade Event has occurred and is continuing, 450 basis points), (ii) the Series 2015-3 Springing Interest Rate Cap Trigger may not be reduced to less than (x) Daily Simple SOFR as of the date of such election plus (y) 100 basis points and (iii) ABRCF may not make more than one (1) such election in any calendar month. (d) To secure payment of all obligations to the Class A Noteholders and the Class B Noteholders, ABRCF grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A Noteholders and the Class B Noteholders, all of ABRCF’s right, title and interest in the Series 2015-3 Interest Rate Caps and all proceeds thereof (the “Series 2015-3 Interest Rate Cap Collateral”). ABRCF shall require all Series 2015-3 Interest Rate Cap Proceeds to be paid to, and the Trustee shall allocate all Series 2015-3 Interest Rate Cap Proceeds to, the Series 2015-3 Accrued Interest Account of the Series 2015-3 Collection Account.