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.
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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. (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 8 of each of the Cap Agreements) below one of the Approved Rating Thresholds (as defined in Section 8 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 8 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. (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. (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 AgreementsThe Trustee is hereby authorized and directed to execute and deliver the Cap Agreements and to acknowledge the provisions thereof.
Cap AgreementsWith respect to each Cap Agreement (A) The identity of the related Cap Counterparty, (B) the notional amount, purchase price and strike rate (C) all payments received from the related Cap Counterparty.
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Cap Agreements. (a) The Issuer may enter into Cap Agreements from time to time on and after the Closing Date solely for the purpose of managing interest rate and other risks in connection with the Issuer’s issuance of, and making payments on, the Notes, subject to the following limits: (1) the aggregate notional amount under all Cap Agreements at any time shall not exceed the lesser of (x) the Aggregate Principal Balance of all fixed-rate Collateral Obligations at such time and (y) the aggregate outstanding principal amount of all Class A Notes at such time; (2) each Cap Agreement shall provide for payments to be made to the Issuer to the extent one month Libor exceeds the strike rate set forth therein; (3) no Cap Agreement shall require the Issuer to make any payments to the related Cap Counterparty (or any other Person) after the date on which such Cap Agreement is purchased by the Issuer; and (4) the sole sources of funds to be used by the Issuer to pay the purchase price for a Cap Agreement shall be (x) amounts expressly available for such purpose under the Priority of Payments and (y) proceeds of Contributions made by the Contributors for such purpose. In addition, the Issuer shall not be permitted to enter into or amend Cap Agreements unless either (x) the Issuer has obtained the advice of Ropes & Gray LLP or an Opinion of Counsel of other nationally recognized counsel approved by the Holders of a Majority of the Class A Notes that entering into such cap agreement will not cause the Issuer to be considered a “commodity pool” as defined in Section 1a(10) of the CEA, or (y) the Issuer will be operated such that the Collateral Manager and/or such other relevant party to the Transaction, as applicable, will be eligible for an exemption from registration as a “commodity pool operator” (a “CPO”) under the CEA and a “commodity trading advisor” (a “CTA”) under the CEA and all conditions precedent to obtaining such an exemption have been satisfied or (z) if the Issuer would be considered a commodity pool, (i) the General Partner will have agreed to such action and (ii) the Collateral Manager (or a delegated affiliate) will be the CPO with respect to the Issuer as a commodity pool and the Collateral Manager (or a delegated affiliate) will at all material times be a registered CPO with respect to the Issuer as a commodity pool as required under the CEA. For so long as the Issuer and, if applicable, the Collateral Manager are subject to any of clause (x), clause (y) or clause (...
Cap Agreements. The First CAP Agreement, the Second CAP Agreement and the Third CAP Agreement.
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.
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