Cap Collateral Account. If the Cap Counterparty is required to post collateral under the terms of the Cap Agreement, upon written direction and notification of such requirement, the Servicer shall establish a segregated account (the “Cap Collateral Account”) at a Qualified Institution that (i) is not affiliated with the Cap Counterparty and (ii) has total assets of at least $10,000,000,000 (the “Cap Custodian”), titled as an account of the Cap Counterparty as depositor and entitlement holder. In the event that the Cap Custodian no longer satisfies the requirements set forth in the immediately preceding sentence, the Issuer, the Servicer and the Cap Counterparty shall use their reasonable best efforts to move the Cap Collateral Account and any collateral posted therein to another financial institution satisfying the requirements set forth in the immediately preceding sentence within sixty (60) calendar days. The Cap Collateral Account shall be subject to a tri-party account control agreement to be entered into among the Cap Counterparty, the Issuer and the Cap Custodian (the “Control Agreement”). The Control Agreement shall provide, among other customary matters, that (x) the Cap Counterparty shall be entitled to originate entitlement orders and instructions, and receive interest and distributions, with respect to the Cap Collateral Account so long as the Issuer has not delivered a notice to the Cap Custodian and the Cap Counterparty to the effect that the Issuer shall have exclusive control over the Cap Collateral Account, (y) following delivery of such notice of exclusive control the Cap Custodian shall comply with instructions and entitlement orders originated by the Issuer without further consent by the Cap Counterparty, and (z) the Control Agreement shall terminate on the fifth Business Day following delivery of a notice from the Cap Counterparty to the Cap Custodian and the Issuer that the Cap Counterparty has designated an “Early Termination Date” (as defined in the Cap Agreement) in respect of all “Transactions” (as defined in the Cap Agreement) for the reason that the Issuer is the Defaulting Party or the sole “Affected Party” (as defined in the Cap Agreement) with respect to a “Termination Event” (as defined in the Cap Agreement), unless such notice is contested by the Issuer within such period of five (5) Business Days. The Issuer agrees that it shall not assert exclusive control over, or originate entitlement orders or instructions for the disposition of funds with res...
Cap Collateral Account. The Securities Administrator is hereby directed to perform the obligations of the Custodian as defined under the Cap Credit Support Annex (the “Cap Custodian”). On or shortly after the Closing Date, the Cap Custodian shall establish a Cap Collateral Account. The Cap Collateral Account shall be held in the name of the Cap Custodian in trust for the benefit of the Holders of Class A-4 Certificates. The Cap Collateral Account must be an Eligible Account and shall be entitled “Nomura Asset Acceptance Corporation, Asset-Backed Certificates, Series 2007-2, Cap Collateral Account, HSBC Bank USA, National Association, as Cap Custodian for the benefit of holders of Asset-Backed Certificates, Series 2007-2.” The Cap Custodian shall credit to the Cap Collateral Account all collateral (whether in the form of cash or securities) posted by the Cap Provider to secure the obligations of the Cap Provider in accordance with the terms of the Cap Contract. Except for investment earnings, the Cap Provider shall not have any legal, equitable or beneficial interest in the Cap Collateral Account other than in accordance with this Agreement, the Cap Contract and applicable law. The Cap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Cap Collateral Account in accordance with the Cap Credit Support Annex. Cash collateral posted by the Cap Provider in accordance with the Cap Credit Support Annexes shall be invested at the direction of the Cap Provider in Permitted Investments in accordance with the requirements of the Cap Credit Support Annex. In the absence of such direction, amounts therein will remain uninvested. All amounts earned on amounts on deposit in the Cap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Cap Provider. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Cap Contract) with respect to the Cap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Cap Contract) as a result of any such Event of Default or Specified Condition with respect to the Cap Provider, and, in either such case, unless the Cap Provider has paid in full all of its Obligations (as defined in the Cap Credit Support Annex) that are then due, then any collateral posted by the Cap Provider in accordance with the Cap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Cap Co...
