Common use of Replacement Cap Contracts Clause in Contracts

Replacement Cap Contracts. The Cap Trustee shall, at the direction of CGMRC, as majority holder of the Class CE Certificates, or its designee, enforce all of its rights and exercise any remedies under the Cap Contract. In the event the Cap Contract is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), CGMRC, as majority holder of the Class CE Certificates, or its designee, shall find a replacement counterparty to enter into a replacement cap contract. Any Cap Termination Payment received by the Cap Trustee from the Cap Provider shall be deposited into the Cap Trust Account and shall be used to make any upfront payment required under a replacement cap contract and any upfront payment received from the counterparty to a replacement cap contract shall be used to pay any Cap Termination Payment owed to the Cap Provider. Notwithstanding anything contained herein, in the event that a replacement cap contract cannot be obtained within 30 days after receipt by the Cap Trustee of the Cap Termination Payment paid by the terminated Cap Provider, the Cap Trustee shall deposit such Cap Termination Payment into the Cap Trust Account and the Cap Trustee shall, on each Distribution Date, withdraw from such account, an amount equal to the Cap Payment, if any, that would have been paid to the Cap Trust by the original Cap Provider (computed in accordance with Exhibit A) and distribute such amount in accordance with Section 3(a) of this Agreement. On the Distribution Date immediately after the termination date of the original Cap Contract, the Cap Trustee shall withdraw any funds remaining in the Cap Account and distribute such amount in accordance with Section 3(a)(ii) of this Agreement. Upon an early termination of the Cap Contract, other than in connection with the optional termination of the Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the Cap Trustee will use reasonable efforts to appoint a successor cap contract provider. The Cap Trustee will apply any termination payment received from the original Cap Provider in connection with such early termination of the Cap Contract to the upfront payment required to appoint the successor cap contract provider. If the Cap Trustee is unable to appoint a successor cap contract provider within 30 days of the early termination of the Cap Contract, then the Cap Trustee will establish, and will deposit any termination payment received from the original Cap Provider into, a separate, non-interest bearing reserve account (a “Cap Termination Reserve Account”) and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in the Cap Termination Reserve Account an amount equal to the payment, if any, that would have been paid to the Cap Trustee by the original Cap Provider calculated in accordance with the terms of the original Cap Contract, and distribute such amount in accordance with Section 3(a) hereof. Upon an early termination of the Cap Contract in connection with the optional termination of the Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, if the Cap Trustee receives a termination payment from the Cap Provider, such termination payment will be distributed in accordance with Section 3(a) hereof.

Replacement Cap Contracts. The Cap Trustee shall, at the direction of CGMRCCitigroup, as majority holder of the Class CE Certificates, or its designee, enforce all of its rights and exercise any remedies under the Cap Contract. In the event the Cap Contract is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), CGMRC, as majority any holder of the Class CE Certificates, or its designee, with the consent of the other holders of the Class CE Certificates, shall find a replacement counterparty to enter into a replacement cap contract. Any Cap Termination Payment received by the Cap Trustee from the Cap Provider shall be deposited into the Cap Trust Account and shall be used to make any upfront payment required under a replacement cap contract and any upfront payment received from the counterparty to a replacement cap contract shall be used to pay any Cap Termination Payment owed to the Cap Provider. Notwithstanding anything contained herein, in the event that a replacement cap contract cannot be obtained within 30 days after receipt by the Cap Trustee of the Cap Termination Payment paid by the terminated Cap Provider, the Cap Trustee shall deposit such Cap Termination Payment into the Cap Trust Account and the Cap Trustee shall, on each Distribution Date, withdraw from to the extent of funds on deposit in such account, an amount equal to the Cap Payment, if any, that would have been paid to the Cap Trust by the original Cap Provider (computed in accordance with Exhibit A) and distribute such amount in accordance with Section 3(a) of this Agreement. On the Distribution Date immediately after the termination date of the original Cap Contract, the Cap Trustee shall withdraw any funds remaining in the Cap Account and distribute such amount in accordance with Section 3(a)(ii) of this Agreement. Upon an early termination of the Cap Contract, other than in connection with the optional termination of the Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the Cap Trustee Trust Administrator, as described in the Pooling and Servicing Agreement, will use reasonable efforts to appoint a successor cap contract provider. The Cap Trustee will apply any termination payment received from the original Cap Provider in connection with such early termination of the Cap Contract to the upfront payment required to appoint the successor cap contract provider. If such holder of the Cap Trustee Class CE Certificates is unable to appoint a successor cap contract provider within 30 days of the early termination of the Cap Contract, then the Cap Trustee will establish, and will deposit any termination payment received from the original Cap Provider into, a separate, non-interest bearing reserve account (a “Cap Termination Reserve Account”) and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in the Cap Termination Reserve Account an amount equal to the payment, if any, that would have been paid to the Cap Trustee by the original Cap Provider calculated in accordance with the terms of the original Cap Contract, and distribute such amount in accordance with Section 3(a) hereof. Upon an early termination of the Cap Contract in connection with the optional termination of the Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, if the Cap Trustee receives a termination payment from the Cap Provider, such termination payment will be distributed in accordance with Section 3(a) hereof.