Replacement Cap Contracts Clause Samples

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, ...