Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Noteholders. The Series 2023-3 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 A/B/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 A/B/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.
Appears in 2 contracts
Sources: Second Amended and Restated Series 2023 3 Supplement (Avis Budget Group, Inc.), Amended and Restated Series 2023 3 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 4 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 Series 2023-3 4 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 4 Noteholders. The Series 2023-3 4 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 4 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232019-3 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 Series 2023-3 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 Class A/B/C Letter of Credit; (ii) the Class A/B/C Reserve Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232019-3 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series 2019 3 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 1 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 A/B/C Reserve Account and in all proceeds thereof, and shall be AMERICAS 129834060 58 the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 1 Noteholders. The Series 2023-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 1 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 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 A/B/C Reserve 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 Class A/B/C Reserve Cash Collateral Account shall be treated as a financial asset 62 (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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 5 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 2 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 2 Noteholders. The Series 2023-3 2 Agent 59 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 2 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232020-3 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 Series 20232020-3 2 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232020-3 2 Noteholders. The Series 20232020-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2020 2 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 1 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 AMERICAS 128869492 59 clauses (i) through (vi) are referred to, collectively, as the “Class A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 1 Noteholders. The Series 2023-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 1 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 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 62 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 2 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232017-3 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 Series 2023-3 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 Class A/B/C Letter of Credit; (ii) the Class A/B/C Reserve Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232017-3 2 Agent hereby h▇▇▇▇▇ 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 8 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 8 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 A/B/C Reserve 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 Class A/B/C Reserve 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.. AMERICAS 130188170 61
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 8 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232019-3 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 Series 2023-3 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) the Class A/B/C Series 2019-1 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 A/B/C Series 2019-1 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 A/B/C Series 2019-1 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 A/B/C Series 2019-1 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 A/B/C Series 2019-1 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 A/B/C Series 2019-1 Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Series 2019-1 Reserve Account. The Class A/B/C Series 2019-1 Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232019-3 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 Class A/B/C Series 2019-1 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 A/B/C Series 2019-1 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 5 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 5 Noteholders. The Series 2023-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 5 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232024-3 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 Series 20232024-3 2 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232024-3 2 Noteholders. The Series 20232024-3 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 A/B/C Reserve Account; (ii) that its jurisdiction as 59 securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2024 2 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 6 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 Series 2023-3 6 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 6 Noteholders. The Series 2023-3 6 Agent hereby ▇▇▇▇▇▇ agrees (i) to act as the securities intermediary (as defined in Section 8-102(a)(14) of the AMERICAS 130188168 58 New York UCC) with respect to the Class A/B/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 A/B/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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 6 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232020-3 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 Series 2023-3 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 2020-1 Letter of Credit; (ii) the Class A/B/C Reserve Series 2020-1 Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Series 2020-1 Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Series 2020-1 Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Series 2020-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Series 2020-1 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Series 2020-1 Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Series 2020-1 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Series 2020-1 Cash Collateral Account. The Class A/B/C Reserve Series 2020-1 Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232020-3 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 A/B/C Reserve Series 2020-1 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 Class A/B/C Reserve Series 2020-1 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232019-3 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 Series 2023-3 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 Class A/B/C Reserve Series 2019-1 Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Series 2019-1 Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Series 2019-1 Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Series 2019-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Series 2019-1 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Series 2019-1 Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve 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 Class A/B/C Reserve Series 2019-1 Cash Collateral Account. The Class A/B/C Reserve Series 2019-1 Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232019-3 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 Class A/B/C Reserve 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 Class A/B/C Reserve Series 2019-1 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232020-3 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 Class A Noteholders, the Series 2023-3 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 Class A/B/C Letter of Credit; (ii) the Class A/B/C Reserve Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232020-3 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series 2020 1 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232024-3 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 Series 2023-3 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) the Class A/B/C Series 2024-2 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 A/B/C Series 2024-2 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 A/B/C Series 2024-2 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 A/B/C Series 2024-2 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 A/B/C Series 2024-2 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 A/B/C Series 2024-2 Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Series 2024-2 Reserve Account. The Class A/B/C Series 2024-2 Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232024-3 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 A/B/C Series 2024-2 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 A/B/C Series 2024-2 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232024-3 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 Series 20232024-3 2 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232024-3 2 Noteholders. The Series 20232024-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2024 2 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232024-3 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 Series 20232024-3 1 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232024-3 Noteholders. The Series 2023-3 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 A/B/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 A/B/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.1
Appears in 1 contract
Sources: Amended and Restated Series 2024 1 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232019-3 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 Series 20232019-3 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232019-3 Noteholders. The Series 20232019-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2019 3 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 4 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 4 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 A/B/C Reserve 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 Class A/B/C Reserve 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.. AMERICAS 130188167 61
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 4 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232020-3 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 Series 2023-3 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 Class A/B/C Letter of Credit; (ii) the Class A/B/C Reserve Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232020-3 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series 2020 2 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 7 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 Series 2023-3 7 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 7 Noteholders. The Series 2023-3 7 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 7 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232022-3 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 Series 20232022-3 5 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232022-3 5 Noteholders. The Series 20232022-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2022 5 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232022-3 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 Series 2023-3 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) the Class A/B/C Series 2022-5 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 A/B/C Series 2022-5 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 A/B/C Series 2022-5 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 A/B/C Series 2022-5 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 A/B/C Series 2022-5 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 A/B/C Series 2022-5 Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Series 2022-5 Reserve Account. The Class A/B/C Series 2022-5 Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232022-3 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 A/B/C Series 2022-5 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 A/B/C Series 2022-5 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 2 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 2 Noteholders. The Series 2023-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 2 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232025-3 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 Series 2023-3 holders of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each applicable Multi-Series Letter of Credit (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Reserve Series 2025-2 Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Series 2025-2 Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Series 2025-2 Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Series 2025-2 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Series 2025-2 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Series 2025-2 Cash Collateral Account Collateral”). The Trustee shall shall, for the benefit of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders, possess all right, title and interest in and to all funds on deposit from time to time in the Class A/B/C Reserve Series 2025-2 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Series 2025-2 Cash Collateral Account. The Class A/B/C Reserve Series 2025-2 Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders. The Series 20232025-3 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 A/B/C Reserve Series 2025-2 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 Class A/B/C Reserve Series 2025-2 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 7 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 7 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 7 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 7 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 Series 2023-3 7 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 7 Noteholders. The Series 2023-3 7 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 A/B/C Reserve Account; (ii) that its jurisdiction as AMERICAS 128889412 59 securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 7 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232017-3 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 Series 2023-3 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 2017-2 Letter of Credit; (ii) the Class A/B/C Reserve Series 2017-2 Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Series 2017-2 Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Series 2017-2 Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Series 2017-2 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Series 2017-2 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all AMERICAS 93983148 (2K) 43 proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Series 2017-2 Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Series 2017-2 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Series 2017-2 Cash Collateral Account. The Class A/B/C Reserve Series 2017-2 Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232017-3 2 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 Class A/B/C Reserve Series 2017-2 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 Class A/B/C Reserve Series 2017-2 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 8 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 Series 2023-3 8 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 AMERICAS 128889470 59 clauses (i) through (vi) are referred to, collectively, as the “Class A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 8 Noteholders. The Series 2023-3 8 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 8 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232018-3 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 Series 2023-3 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 2018-1 Letter of Credit; (ii) the Class A/B/C Reserve Series 2018-1 Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Series 2018-1 Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Series 2018-1 Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Series 2018-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Series 2018-1 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Series 2018-1 Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Series 2018-1 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Series 2018-1 Cash Collateral Account. The Class A/B/C Reserve Series 2018-1 Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232018-3 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 Class A/B/C Reserve Series 2018-1 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 Class A/B/C Reserve Series 2018-1 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 5 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 5 Noteholders. The Series 2023-3 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 A/B/C Reserve Account; (ii) that its jurisdiction as 59 securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Class A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 5 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 6 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 Series 2023-3 6 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 6 Noteholders. The Series 2023-3 6 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 6 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232024-3 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 Series 20232024-3 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232024-3 Noteholders. The Series 20232024-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series 2024 3 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 7 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 7 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 A/B/C Reserve 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 Class A/B/C Reserve Cash Collateral Account shall be treated as a financial asset AMERICAS 128889412 62 (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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 7 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 4 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 Series 2023-3 4 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 4 Noteholders. The Series 2023-3 4 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 A/B/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 A/B/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 AMERICAS 130188167 58 comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by the Trustee.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 4 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 2 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable AMERICAS 129552375 60 to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Second Amended and Restated Series 2023 3 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232018-3 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 Series 20232018-3 1 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232018-3 1 Noteholders. The Series 20232018-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232019-3 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 Series 2023-3 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 2019-2 Letter of Credit; (ii) the Class A/B/C Reserve Series 2019-2 Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Series 2019-2 Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Series 2019-2 Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Series 2019-2 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Series 2019-2 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Series 2019-2 Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Series 2019-2 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Series 2019-2 Cash Collateral Account. The Class A/B/C Reserve Series 2019-2 Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232019-3 2 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 Class A/B/C Reserve Series 2019-2 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 Class A/B/C Reserve Series 2019-2 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 4 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 4 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 4 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232019-3 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 Series 2023-3 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 2019-3 Letter of Credit; (ii) the Class A/B/C Reserve Series 2019-3 Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Series 2019-3 Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Series 2019-3 Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Series 2019-3 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Series 2019-3 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Series 2019-3 Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Series 2019-3 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Series 2019-3 Cash Collateral Account. The Class A/B/C Reserve Series 2019-3 Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232019-3 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 Class A/B/C Reserve Series 2019-3 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 Class A/B/C Reserve Series 2019-3 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232025-3 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 Series 2023-3 holders of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each applicable Multi-Series Letter of Credit (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Reserve Series 2025-1 Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Series 2025-1 Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Series 2025-1 Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Series 2025-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Series 2025-1 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Series 2025-1 Cash Collateral Account Collateral”). The Trustee shall shall, for the benefit of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders, possess all right, title and interest in and to all funds on deposit from time to time in the Class A/B/C Reserve Series 2025-1 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Series 2025-1 Cash Collateral Account. The Class A/B/C Reserve Series 2025-1 Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders. The Series 20232025-3 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 A/B/C Reserve Series 2025-1 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 Class A/B/C Reserve Series 2025-1 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232022-3 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232022-3 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series 2022 5 Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232017-3 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 Series 20232017-3 2 Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/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 A/B/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 A/B/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 A/B/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 A/B/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 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 Class A/B/C Reserve Account. The Class A/B/C Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 20232017-3 2 Noteholders. The Series 20232017-3 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 A/B/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 A/B/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.
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232018-3 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 Series 2023-3 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 Class A/B/C Letter of Credit; (ii) the Class A/B/C Reserve Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 20232018-3 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Avis Budget Group, Inc.)
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 20232025-3 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 Series 2023-3 Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/C Series 2025-2 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 A/B/C Series 2025-2 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 A/B/C Series 2025-2 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 A/B/C Series 2025-2 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 A/B/C Series 2025-2 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 A/B/C Series 2025-2 Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Series 2025-2 Reserve Account. The Class A/B/C Series 2025-2 Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders. The Series 20232025-3 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 A/B/C Series 2025-2 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 A/B/C Series 2025-2 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.
Appears in 1 contract
Senior Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2023-3 8 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 Series 2023-3 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 applicable Multi-Series Letter of Credit allocable to the Class A/B/C Reserve Notes (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting another Series of Notes); (ii) the Class A/B/C Cash Collateral Account, including any security entitlement thereto; (iiiii) all funds on deposit therein in the Class A/B/C Cash Collateral Account from time to time; (iiiiv) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B/C Reserve Cash Collateral Account or the funds on deposit therein from time to time; (ivv) all investments made at any time and from time to time with monies in the Class A/B/C Reserve Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vvi) 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 A/B/C Reserve Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vivii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (iii) through (vivii) are referred to, collectively, as the “Class A/B/C Reserve Cash Collateral Account Collateral”). The Trustee shall 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 and to all funds on deposit from time AMERICAS 128889470 62 to time in the Class A/B/C Reserve Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Cash Collateral Account. The Class A/B/C Reserve Cash Collateral Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2023-3 Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2023-3 8 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 A/B/C Reserve 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 Class A/B/C Reserve 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.
Appears in 1 contract
Sources: Amended and Restated Series 2023 8 Supplement (Avis Budget Group, Inc.)