Common use of The Cap Contract Clause in Contracts

The Cap Contract. The Issuing Entity hereby directs the Trustee to enter into and execute the Cap Contract and make all representations and warranties contained therein on behalf of the Trust. The Trustee hereby acknowledges receipt by it of the Cap Contract. Upon receipt thereof from the Cap Counterparty under the Cap Contract, the Trustee shall deposit into the Cap Contract Reserve Fund an amount equal to all amounts actually received by it under the Cap Contract, in each case not previously deposited into the Cap Contract Reserve Fund. The Trustee shall deposit any amounts received from time to time with respect to the Cap Contract into the Cap Contract Reserve Fund. The Trustee shall prepare and deliver any notices required to be delivered under the Cap Contract. The Cap Contract Counterparty shall act as calculation agent and/or shall terminate the Cap Contract and the Cap Contract, in each case upon the occurrence of certain events of default or termination events to the extent specified in or pursuant to the Confirmations. Upon any such termination, the Cap Contract Counterparty will be obligated to pay the Trustee for the benefit of the Certificateholders an amount in respect of such termination. Upon a Cap Contract Early Termination other than in connection with the optional termination of the Trust, the Trustee will notify the Depositor of such termination and, upon written direction from the Depositor, appoint a successor cap counterparty to replace the Cap Contract Counterparty as a party to the Cap Contract or to enter into a replacement cap contract on substantially identical terms as the original Cap Contract. The Trustee will apply any Cap Contract Termination Payment received from the original Cap Counterparty in connection with such Cap Contract Early Termination to the upfront payment required to appoint the successor cap counterparty. If the Trustee is unable to appoint a successor cap counterparty within 30 days of the Cap Contract Early Termination, then the Trustee will deposit any Cap Contract Termination Payment received from the original Cap Counterparty into a separate, non-interest bearing reserve account and will, on each subsequent distribution date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Trustee by the original Cap Counterparty calculated in accordance with the terms of the original Cap Contract, and distribute such amount in accordance with the terms of the Agreement. Upon a failure to make payment under the Cap Contract by the Cap Contract Counterparty, the Trustee shall notify the Depositor of such failure and, upon written direction from the Depositor, shall make a written demand to the Chief Financial Officer of the Guarantor of the Cap Contract Counterparty pursuant to the Guaranty entered into in connection with the Cap Contract.

The Cap Contract. The Issuing Entity hereby directs Depositor shall cause the Trustee to enter into and execute the Cap Contract and make all representations and warranties contained therein on behalf of the Trust. The Trustee hereby acknowledges receipt by it of the Cap Contract. Upon receipt thereof from the Cap Counterparty under the Cap Contract, the Trustee shall deposit into The Trustee's rights to receive proceeds of the Cap Contract Reserve shall be rights of the Trustee as Trustee under this Agreement, shall be an asset of the Trust Fund and shall not be an amount equal to all amounts actually received by it under the Cap Contract, in each case not previously deposited into the Cap Contract Reserve Fundasset of any REMIC. The Trustee shall deposit any amounts received from time to time from the Cap Counterparty with respect to the Cap Contract into the Cap Contract Reserve Fund. The Upon the Trustee obtaining actual knowledge of the rating of the Cap Counterparty falling below the Approved Rating Thresholds (as defined in the Cap Contract), the Trustee shall prepare and deliver any notices required to be delivered under negotiate an ISDA Credit Support Annex with the Cap Counterparty that meets the terms of the Cap Contract. The If an ISDA Credit Support Annex is negotiated, the Trustee shall demand payment of the Delivery Amount (as defined in the ISDA Credit Support Annex). In addition, if an ISDA Credit Support Annex is negotiated, the Trustee shall set up an account in accordance with Section 3.06(g) to hold cash or other eligible investments pledged under such ISDA Credit Support Annex. Any cash or other eligible investments pledged under an ISDA Credit Support Annex shall not be part of the Cap Contract Counterparty Reserve Fund or the Distribution Account unless they are applied in accordance with such ISDA Credit Support Annex to make a payment due to the Trustee pursuant to the Cap Contract. Upon the Trustee obtaining actual knowledge of an Event of Default (as defined in the Cap Contract) or Termination Event (as defined in the Cap Contract) for which the Trustee has the right to designate an Early Termination Date (as defined in a Cap Contract), the Trustee shall act at the written direction of the Depositor as calculation agent and/or to whether to designate an Early Termination Date; provided, however, that the Trustee shall terminate provide written notice to each Rating Agency following the Event of Default or Termination Event. Upon the termination of the Cap Contract under the circumstances contemplated by this Section 3.19, the Trustee shall use its reasonable best efforts to enforce its rights as may be permitted by the terms of the Cap Contract and consistent with the terms of this Agreement. In the event that the Cap Contract, in each case upon the occurrence of certain events of default or termination events to the extent specified in or pursuant to the Confirmations. Upon any such termination, the Cap Contract Counterparty will be obligated to pay the Trustee for the benefit of the Certificateholders an amount in respect of a replacement swap contract pays any upfront amount to the Trustee, any portion of such termination. Upon upfront amount paid by a Cap Contract Early Termination other than Counterparty in connection with the optional termination respect of the Trust, the Trustee will notify the Depositor of such termination and, upon written direction from the Depositor, appoint a successor cap counterparty to replace the Cap Contract Counterparty as a party to the Cap Contract or to enter into a replacement cap contract on substantially identical terms as the original Cap Contract. The Trustee will apply any Cap Contract Termination Payment received from the original Cap Counterparty in connection with such Cap Contract Early Termination to the upfront payment required to appoint the successor cap counterparty. If the Trustee that is unable to appoint a successor cap counterparty within 30 days of the Cap Contract Early Termination, then the Trustee will deposit any Cap Contract Termination Payment received from the original Cap Counterparty into a separate, non-interest bearing reserve account and will, on each subsequent distribution date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid remitted to the Trustee by shall be available, to the original extent that Interest Funds and the Principal Remittance Amount were used on prior Distribution Dates to cover any Cap Termination Payments due to the Cap Counterparty calculated in accordance with the terms of under the original Cap Contract, and distribute such amount for distribution on each succeeding Distribution Date in accordance with the terms of the Agreement. Upon a failure to make payment under the Cap Contract by the Cap Contract Counterparty, the Trustee shall notify the Depositor of such failure and, upon written direction from the Depositor, shall make a written demand to the Chief Financial Officer of the Guarantor of the Cap Contract Counterparty pursuant to the Guaranty entered into manner described in connection with the Cap ContractSection 4.02(d).

The Cap Contract. The Issuing Entity hereby directs In exchange for consideration provided in the Trustee Sale and Servicing Agreement, Long Beach has agreed to enter into and execute assign to the Cap Contract and make all representations and warranties contained therein on behalf Trustee, for the benefit of the Trust. The Trustee hereby acknowledges receipt by it A Class, all of the Cap Contract. Upon receipt thereof from the Cap Counterparty under Long Beach’s right, title and interest in and to the Cap Contract, including all payments due thereon, pursuant to the Cap Contract Assignment Agreement. The Cap Contract Reserve Fund shall be established by the Trustee and maintained as part of the Trust Fund. Any amount received on the Cap Contract shall deposit be deposited into the Cap Contract Reserve Fund an and shall be withdrawn by Xxxxxx Xxx on each Distribution Date up to the amount equal then on deposit in the Cap Contract Reserve Fund for application to all amounts actually pay to the A Class any accrued A Class Interest Carryover Amount in respect of such Distribution Date. Any remaining amount shall be retained in the Cap Contract Reserve Fund to pay any A Class Interest Carryover Amount on future Distribution Dates. If the Cap Contract is terminated prior to the Scheduled Cap Contract Termination Date and a termination payment is received by it under the Trustee pursuant to such termination, such termination payment shall be deposited in the Cap ContractContract Reserve Fund to pay any A Class Interest Carryover Amount on future Distribution Dates. On the Distribution Date on which the Class Balance of the A Class is reduced to zero, any amounts remaining on deposit in each case not previously deposited into the Cap Contract Reserve Fund. The Trustee , after giving effect to all distributions on such date, shall deposit any amounts received from time to time with respect be withdrawn and paid to the Cap Contract into Trustee. Any amount so withdrawn shall no longer be part of the Cap Contract Reserve Fund or the Trust Fund. The Trustee shall prepare and deliver any notices required to be delivered under the Cap Contract. The Cap Contract Counterparty shall act as calculation agent and/or shall terminate treat the Cap Contract Reserve Fund as an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by Long Beach and the Cap Contract, in each case upon the occurrence that it is not an asset of certain events of default or termination events to the extent specified in or any REMIC created pursuant to this Trust Agreement. The Trustee shall treat the Confirmations. Upon any such termination, rights of the A Class to receive A Class Interest Carryover Amounts from the Cap Contract Counterparty will be obligated to pay the Trustee for the benefit Reserve Fund as rights in an interest rate cap contract written by Long Beach in favor of the Certificateholders an amount in respect A Class. For purposes of such termination. Upon a Cap Contract Early Termination other than in connection with the optional termination of the Trust, the Trustee will notify the Depositor of such termination and, upon written direction from the Depositor, appoint a successor cap counterparty to replace the Cap Contract Counterparty as a party to the Cap Contract or to enter into a replacement cap contract on substantially identical terms as the original Cap Contract. The Trustee will apply any Cap Contract Termination Payment received from the original Cap Counterparty in connection with such Cap Contract Early Termination to the upfront payment required to appoint the successor cap counterparty. If the Trustee is unable to appoint a successor cap counterparty within 30 days of the Cap Contract Early Termination, then the Trustee will deposit any Cap Contract Termination Payment received from the original Cap Counterparty into a separate, non-interest bearing reserve account and will, on each subsequent distribution date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Trustee by the original Cap Counterparty calculated in accordance with the terms of the original Cap Contract, and distribute such amount in accordance with the terms of the Agreement. Upon a failure to make payment under the Cap Contract by the Cap Contract Counterpartyincome tax reporting, the Trustee shall notify treat the Depositor of such failure and, upon written direction from the Depositor, shall make a written demand to the Chief Financial Officer of the Guarantor of premium for the Cap Contract Counterparty pursuant as having a fair market value as of the Settlement Date equal to the Guaranty entered into in connection with the Cap Contract.$•.