The Cap Contract Sample Clauses

The Cap Contract. The Seller shall assign all of its right, title and interest in and to the interest rate cap transaction evidenced by the Amended Confirmation And Agreement to, and shall cause all of its obligations in respect of such transaction to be assumed by, the Trustee on behalf of the Trust Fund, on the terms and conditions set forth in the Cap Contract Assignment Agreement. The Cap Contract will be an asset of the Trust Fund but will not be an asset of any REMIC. The Master Servicer, on behalf of the Trustee, shall deposit any amounts received from time to time with respect to the Cap Contract into the Distribution Account. The Master Servicer, on behalf of the Trustee, shall prepare and deliver any notices required to be delivered under the Cap Contract. The Master Servicer, on behalf of the Trustee, shall act as calculation agent and/or shall terminate the Cap Contract, in each case upon the occurrence of certain events of default or termination events to the extent specified thereunder. Upon any such termination, the Cap Contract Counterparty will be obligated to pay the Trustee or the Master Servicer for the benefit of the Trust Fund an amount in respect of such termination. Any amounts received by the Trustee or the Master Servicer for the benefit of the Trust Fund, as the case may be, in respect of such termination shall be deposited and held in the Distribution Account and deposited in the Carryover Reserve Fund as necessary to pay Net Rate Carryover for the Certificates as provided in Section 4.04(c) on Distribution Dates following such termination to and including the Cap Contract Termination Date. On the Cap Contract Termination Date, after all other distributions on such date, if any such amounts in respect of early termination remain in the Distribution Account, such amounts shall be distributed by the Trustee to the Seller.
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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...
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The Cap Contract. The Master Servicer, on behalf of the Indenture Trustee, shall prepare and deliver any notices required to be delivered under the Cap Contract. The Master Servicer, on behalf of the Indenture Trustee, shall act as calculation agent and/or shall terminate the Cap Contract, in each case upon the occurrence of certain events of default or termination events to the extent specified thereunder. Upon any such termination, the Cap Contract Counterparty will be obligated to pay the Indenture Trustee or the Master Servicer for the benefit of the Trust Estate an amount in respect of such termination. Any amounts received by the Indenture Trustee or the Master Servicer for the benefit of the Trust Estate, as the case may be, in respect of such termination shall be deposited and held in the Payment Account for the Notes as provided in Section 3.03 of the Indenture on Payment Dates following such termination to and including the Cap Contract Termination Date. -25-
Sample 1
The Cap Contract 
Sample 1

Related to The Cap Contract

  • Securities Contract; Swap Agreement The parties hereto intend for (i) the Transaction to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.

  • Swap Agreement The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Trust the Swap Agreement and authorizes the Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Swap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Swap Agreement, as reflected in the Swap Agreement, and the Securities Administrator hereby so ratifies the Swap Agreement. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Swap Agreement in accordance with its terms and as requested in writing by a party to the Swap Agreement to cure any ambiguity in or correct or supplement any provision of, the Swap Agreement; provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. The Swap Agreement shall not part of any REMIC. The Swap Provider is the calculation agent under the Swap Agreement and shall calculate all amounts pursuant to the Swap Agreement and notify the Securities Administrator of all such amounts. The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates and the Class M-10 and Class M-11 Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Swap Agreement from the Swap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Swap Provider upon any failure of the Swap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Swap Agreement).

  • Interest Rate Cap Agreement (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

  • Swap Agreements The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.

  • Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.

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