Common use of Cap Agreements Clause in Contracts

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 Indenture Trustee shall establish and maintain an Eligible Account in its name, in trust for the Trustee to execute and deliver on behalf benefit of the Trust Noteholders, 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 AgreementAccount. (b) If a downgrade event (described in Part 5(b) of Schedule to the Swap Agreement) occurs, the The Indenture Trustee shall, promptly after a Responsible Officer of the Trustee has shall deposit any Cap Receipts 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 on any Cap Agreement Payment Date into the Cap Provider), request Account. Amounts on deposit in the Cap Provider to take actions required to be taken by the Cap Provider by Part 5(b) of Schedule to the Cap AgreementAccount shall remain uninvested. (c) In On each Payment Date, the event that Indenture Trustee shall distribute the amounts received by the Trust under each Cap Agreement is canceled or otherwise terminated for any reason (other than the exhaustion to holders of the interest rate protection provided thereby or replacement Notes in the following order of priority: (i) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall applicable to each such Cap Agreement by the Cap Provider in accordance with Section 3.31(b)), the Depositor shallClass, to the extent a replacement contract is availableSenior Notes, direct the Trustee to obtain from a counterparty designated by the Depositor a replacement contract comparable to any applicable Basis Risk Shortfall for each such Cap Agreement (which both such counterparty Class and such replacement contract shall be acceptable Payment Date (ii) to the Trustee Class M-1 Notes, any applicable Basis Risk Shortfall for such Class and the Holders of the Certificates entitled to at least 50% of the Voting Rights)providing interest rate protection which is equal such Payment Date; (iii) to the then-existing protection 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 M-6 Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; (viii) to the Class B-1 Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; (ix) to the Class B-2 Notes, any applicable Basis Risk Shortfall for such Class and such Payment Date; and (x) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided by in the Trust Agreement), any amount remaining on such Cap Agreement, provided, however, that if Payment Date after application pursuant to clauses (i) through (ix) above. If such amounts are insufficient to cover the cost of any such replacement contract providing the same interest rate protection would be greater than the total amount of any early termination payment received by the Trustee under the related Cap AgreementBasis Risk Shortfall, the amount only other source of interest rate protection provided by such replacement contract may coverage will be reduced the Monthly Excess Cashflow, if any, that would otherwise be payable to a level such that the cost of such replacement contract shall not exceed the amount of such early termination paymentOwnership Certificate. (d) If On the date on which the Cap Agreements have terminated and any payments are owed 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 Indenture Trustee to the Cap ProviderOwnership Certificate, the Trustee shall request and the Cap Provider to furnish IRS Form W-8ECI to Account shall be terminated by the Trustee or other documentary evidence necessary to establish that no withholding is required under the CodeIndenture Trustee.

Cap Agreements. (a) The Depositor hereby directs the Trustee to execute and deliver on behalf of the Trust the Cap Agreement Assignment and authorizes the Trustee to perform its obligations thereunder and under each of the Cap Agreements on behalf of the Trust in accordance with the terms of the Cap Agreement. The Depositor hereby authorizes Assignment and directs the Trustee to ratify on behalf each 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 AgreementAgreements. (b) If a downgrade event the rating of the Cap Provider’s obligations is withdrawn or reduced (described in Part 5(bthe manner set forth in Section 12 of each of the Cap Agreements) below one of Schedule to the Swap Agreement) occursApproved Rating Thresholds (as defined in Section 12 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 Part 5(b) Section 12 of Schedule to each of the Cap AgreementAgreements. (c) In the event that any of the Cap Agreement 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 3.31(b3.30(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 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 Agreement 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 AgreementAgreements. 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 each of the Cap AgreementAgreements, as reflected in such Cap AgreementAgreements, and the Trustee hereby so ratifies the Cap AgreementAgreements. (b) If a downgrade event Counterparty Rating Agency Downgrade (described as defined in Part 5(bI(h) of Schedule to each of the Swap AgreementCap Agreements) 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(bI(h) of Schedule to each of the Cap AgreementAgreements. (c) In the event that any of the Cap Agreement 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 3.31(b3.30(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 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 the Cap Agreement Assignment and authorizes the Trustee to perform its obligations thereunder and under each of the Cap Agreements on behalf of the Trust in accordance with the terms of the Cap Agreement. The Depositor hereby authorizes Assignment and directs the Trustee to ratify on behalf each 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 AgreementAgreements. (b) If a downgrade event the rating of the Cap Provider's obligations is withdrawn or reduced (described in Part 5(bthe manner set forth in Section 12 of each of the Cap Agreements) below one of Schedule to the Swap Agreement) occursApproved Rating Thresholds (as defined in Section 12 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 Part 5(b) Section 12 of Schedule to each of the Cap AgreementAgreements. (c) In the event that any of the Cap Agreement 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 3.31(b3.30(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 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 the Cap Agreement Assignment and authorizes the Trustee to perform its obligations thereunder and under each of the Cap Agreements on behalf of the Trust in accordance with the terms of the Cap Agreement. The Depositor hereby authorizes Assignment and directs the Trustee to ratify on behalf each 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 AgreementAgreements. (b) If a downgrade event the rating of the Cap Provider’s obligations is withdrawn or reduced (described in Part 5(bthe manner set forth in Section 12 of each of the Cap Agreements) below one of Schedule to the Swap Agreement) occursApproved Rating Thresholds (as defined in Section 12 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 Part 5(b) Section 12 of Schedule to each of the Cap AgreementAgreements. (c) In the event that the either Cap Agreement #1 or Cap Agreement #2 is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby or replacement of such either Cap Agreement #1 or Cap Agreement #2 by the Cap Provider in accordance with Section 3.31(b3.30(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 either Cap Agreement #1 or Cap Agreement #2, as applicable (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 either Cap AgreementAgreement #1 or Cap Agreement #2, as applicable, 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 either Cap AgreementAgreement #1 or Cap Agreement #2, as applicable, 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 Agreement 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 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 AgreementAgreements. (b) If a downgrade event Counterparty Rating Agency Downgrade (described as defined in Part 5(bI(h) of Schedule to each of the Swap AgreementCap Agreements) 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(bI(h) of Schedule to each of the Cap AgreementAgreements. (c) In the event that any of the Cap Agreement 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 3.31(b3.30(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 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 Agreement 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 AgreementAgreements. 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 each of the Cap AgreementAgreements, as reflected in such Cap AgreementAgreements, and the Trustee hereby so ratifies the Cap AgreementAgreements. (b) If a downgrade event the rating of the Cap Provider’s obligations is withdrawn or reduced (described in Part 5(bthe manner set forth in Section [_] of each of the Cap Agreements) below one of Schedule to the Swap Agreement) occursApproved Rating Thresholds (as defined in Section [_] 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 Part 5(b) Section [_] of Schedule to each of the Cap AgreementAgreements. (c) In the event that any of the Cap Agreement 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 3.31(b3.30(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 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.