Cap Agreements Sample Clauses

Cap Agreements. (a) The Depositor hereby directs the Trustee to execute and deliver on behalf of the Trust the Cap Agreement and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of the Cap Agreement. The Depositor hereby authorizes and directs the Trustee to ratify on behalf of the Trust, as the Trust’s own actions, the terms agreed to by the Depositor in relation to the Cap Agreement, as reflected in such Cap Agreement, and the Trustee hereby so ratifies the Cap Agreement. (b) If a downgrade event (described in Part 5(b) of Schedule to the Swap Agreement) occurs, the Trustee shall, promptly after a Responsible Officer of the Trustee has received actual knowledge or written notice of the reduction or withdrawal of the rating (it being understood that the Trustee has no duty to monitor the ratings of the Cap Provider), request the Cap Provider to take actions required to be taken by the Cap Provider by Part 5(b) of Schedule to the Cap Agreement. (c) In the event that the Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby or replacement of such Cap Agreement by the Cap Provider in accordance with Section 3.31(b)), the Depositor shall, to the extent a replacement contract is available, direct the Trustee to obtain from a counterparty designated by the Depositor a replacement contract comparable to such Cap Agreement (which both such counterparty and such replacement contract shall be acceptable to the Trustee and the Holders of the Certificates entitled to at least 50% of the Voting Rights)providing interest rate protection which is equal to the then-existing protection provided by such Cap Agreement, provided, however, that if the cost of any such replacement contract providing the same interest rate protection would be greater than the amount of any early termination payment received by the Trustee under the related Cap Agreement, the amount of interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of such early termination payment. (d) If any payments are owed to the Cap Provider, the Trustee shall request the Cap Provider to furnish IRS Form W-8ECI to the Trustee or other documentary evidence necessary to establish that no withholding is required under the Code.

Cap Agreements. (a) The Depositor hereby directs the Trustee to execute and deliver on behalf of the Trust each of the Cap Agreements and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the terms of each of the Cap Agreements. (b) If the rating of the Cap Provider’s obligations is withdrawn or reduced (in the manner set forth in Section 9 of each of the Cap Agreements) below one of the Approved Rating Thresholds (as defined in Section 9 of each of the Cap Agreements), the Trustee shall, promptly after a Responsible Officer of the Trustee has received actual knowledge or written notice of the reduction or withdrawal of the rating (it being understood that the Trustee has no duty to monitor the ratings of the Cap Provider), request the Cap Provider to take actions required to be taken by the Cap Provider by Section 9 of each of the Cap Agreements. (c) In the event that any of the Cap Agreements is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby or replacement of such Cap Agreement by the Cap Provider in accordance with Section 3.30(b)), the Depositor shall, to the extent a replacement contract is available, direct the Trustee to obtain from a counterparty designated by the Depositor a replacement contract comparable to such Cap Agreement (which both such counterparty and such replacement contract shall be acceptable to the Trustee and the Holders of the Certificates entitled to at least 50% of the Voting Rights) providing interest rate protection which is equal to the then-existing protection provided by such Cap Agreement, provided, however, that if the cost of any such replacement contract providing the same interest rate protection would be greater than the amount of any early termination payment received by the Trustee under the related Cap Agreement, the amount of interest rate protection provided by such replacement contract may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of such early termination payment.

Cap Agreements. (a) The Securities Administrator shall establish and maintain an Eligible Account in its name, in trust for the benefit of the Noteholders, the Cap Account. (b) The Securities Administrator shall deposit any Cap Receipts received on any Cap Agreement Payment Date into the Cap Account. Amounts on deposit in the Cap Account shall remain uninvested. (c) On each Payment Date, the Securities Administrator shall distribute the amounts received by the Trust under each Cap Agreement to holders of the Notes in the following order of priority: (i) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall applicable to each such Class, to the Senior Notes, any applicable Basis Risk Shortfall for each such Class and such Payment Date (ii) to the Class M-1 Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; (iii) to the Class M-2 Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; (iv) to the Class M-3 Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; (v) to the Class M-4 Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; (vi) to the Class M-5 Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; (vii) to the Class B Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; and (viii) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (vii) above. If such amounts are insufficient to cover the total amount of any Basis Risk Shortfall, the only other source of coverage will be the Monthly Excess Cashflow, if any, that would otherwise be payable to the Ownership Certificate. (d) On the date on which the Cap Agreements have terminated and any amounts therefrom have been paid in accordance with Section 6.05(c) above, any amounts remaining in the Cap Account shall be paid by the Securities Administrator to the Ownership Certificate, and the Cap Account shall be terminated by the Securities Administrator.

Cap Agreements. (i) Prior to the Initial Funding Date, Seller shall obtain a Cap Agreement in substantially the form of Exhibit B. The Cap Agreement shall entitle the Seller to receive monthly the Cap Payment, if any, as set forth in the Cap Agreement. Payments received by Seller under the Cap Agreement shall be deposited in the Collection Account within two Business Days of such receipt (or, if earlier, on the related Settlement Date), except that any payments received under a Cap Agreement as a result of the early termination thereof may instead be applied by Seller to the acquisition of a Replacement Interest Rate Cap. (ii) The Administrator hereby appoints the Servicer to act as calculation agent under the Cap Agreements and the Servicer accepts such appointment.

Cap Agreements. The Trustee is hereby authorized and directed to execute and deliver the Cap Agreements and to acknowledge the provisions thereof.

Cap Agreements. (a) The Securities Administrator shall establish and maintain an Eligible Account in its name, in trust for the benefit of the Certificateholders, the Cap Account. (b) The Securities Administrator shall deposit any Cap Receipts received on any Cap Agreement Distribution Date into the Cap Account. Amounts on deposit in the Cap Account shall remain uninvested. (c) On each Distribution Date, the Securities Administrator shall distribute the amounts received by the Trust under each Cap Agreement to holders of the Certificates in the following order of priority: (i) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall applicable to each such Class, to the Senior Certificates, any applicable Basis Risk Shortfall for each such Class and such Distribution Date; (ii) to the Class [ ] Certificates, any applicable Basis Risk Shortfall for such Class and such Distribution Date; (iii) to the Class [ ] Certificates, any applicable Basis Risk Shortfall for such Class and such Distribution Date; and (iv) to the Class R Certificate any amount remaining on such Distribution Date after application pursuant to clauses (i) through (iii) above. If such amounts are insufficient to cover the total amount of any Basis Risk Shortfall, the only other source of coverage will be the Monthly Excess Cashflow, if any, that would otherwise be payable to the Ownership Certificate. (d) On the date on which the Cap Agreements have terminated and any amounts therefrom have been paid in accordance with Section 6.05(c) above, any amounts remaining in the Cap Account shall be paid by the Securities Administrator to the Ownership Certificate, and the Cap Account shall be terminated by the Securities Administrator.]

Cap Agreements. (a) The Depositor hereby directs the Trustee to execute and deliver on behalf of the Trust each of the Cap Contracts and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the respective terms of each Cap Agreement. The Trustee hereby directs the Trust Administrator to execute and deliver on behalf of the Trust each of the Cap Contracts and authorizes the Trust Administrator to perform its obligations thereunder on behalf of the Trust in accordance with the respective terms of each Cap Agreement. (b) If the Cap Provider no longer has a short-term certificates of deposit rating of at least "A-1" from S&P or "P-1" from Xxxxx'x (or their equivalent) (the "Approved Rating Thresholds"), the Trust Administrator shall, promptly after a Responsible Officer of the Trust Administrator has received actual knowledge or written notice of the reduction or withdrawal of the rating (it being understood that the Trust Administrator has no duty to monitor the ratings of the Cap Provider), request the Cap Provider to (i) obtain replacement Cap Agreements with a counterparty that is a bank or other financial institution with the Approved Rating Thresholds or (ii) post collateral with the Trustee in an amount sufficient to restore the immediately prior ratings of the Certificates.

Cap Agreements. The First CAP Agreement, the Second CAP Agreement and the Third CAP Agreement.

Cap Agreements. (a) The Depositor hereby directs the Trustee to execute and deliver on behalf of the Trust each of the Cap Agreements and authorizes the Trustee to perform its obligations thereunder on behalf of the Trust in accordance with the respective terms of each Cap Agreement. (b) If the Cap Provider no longer has a short-term unsecured and unsubordinated rating of at least "A-1" from S&P or "P-1" from Xxxxx'x (or their equivalent) (the "Approved Rating Thresholds"), the Trustee shall, promptly after a Responsible Officer of the Trustee has received actual knowledge or written notice of the reduction or withdrawal of the rating (it being understood that the Trustee has no duty to monitor the ratings of the Cap Provider), request the Cap Provider to assign within thirty (30) days of such request the Cap Agreements to a counterparty that is a bank or other financial institution with the Approved Rating Thresholds. If within such time period, the Cap Provider has not assigned the Cap Agreements as provided in this Section 3.30(b), the Trustee shall request the Cap Provider to post collateral with the Trustee in an amount equal to the greatest of (i) the xxxx-to-market value of the Cap Agreements as of the Valuation Date (as defined in the related Cap Agreement), (ii) one (1%) percent of the notional balances of the Cap Agreements with respect to the related Distribution Date, (iii) the amount of the payments due under the Cap Agreements related to the next Distribution Date and (iv) the amount required by a Rating Agency under its then current policies.

Cap Agreements. If a Debtor enters into a Fully Paid Cap, the terms of Clauses 4.16 to 4.20 below shall apply and the preceding Clauses 4.13 to 4.14 shall not apply to the relevant Cap Agreements.