Common use of Cap Administrator Clause in Contracts

Cap Administrator. (a) The Cap Administrator is hereby irrevocably appointed to receive all funds paid by Cap Provider, or its successors in interest under the Cap Contract and the Cap Administrator hereby accepts such appointment and hereby agrees to receive such amounts on each Distribution Date and distribute such amounts in the following order of priority: (i) first, to the Trust Administrator for deposit into the Cap Account, an amount equal to the sum of the following amounts remaining outstanding after distribution of the Net Monthly Excess Cashflow: (A) Unpaid Interest Carry Forward Amounts; (B) Net WAC Rate Carryover Amounts; (C) an amount necessary to maintain or restore the Overcollateralization Target Amount; and (D) any Allocated Realized Loss Amounts; (ii) second, to CGMRC, any amounts remaining after payment of (i) above, PROVIDED, HOWEVER, upon the issuance of notes by an issuer (the "Trust"), secured by all or a portion of the Class CE Certificates and the Class P Certificates (the "NIM Notes"), CGMRC hereby instructs the Cap Administrator to make any payments under this clause 2(a)(ii) in the following order of priority: (A) to the Indenture Trustee Administrator for the Trust, for deposit into the Note Account (each as to defined in the related Indenture), and until satisfaction and discharge of the Indenture, the Floating Amount (as defined in Annex I); and (B) concurrently, to the Holders of the Class CE Certificates, PRO RATA based on the outstanding Notional Amount of each such Certificate. (b) The Cap Administrator agrees to hold any amounts under the Cap Contract in trust upon the terms and conditions and for the exclusive use and benefit of the Trustee, the Trust Administrator and the Indenture Trustee Administrator, as applicable (in turn for the benefit of the Certificateholders, the Noteholders and the NIMS Insurer, if any) as set forth herein. The rights, duties and liabilities of the Cap Administrator in respect of this Agreement shall be as follows: (i) The Cap Administrator shall have the full power and authority to do all things not inconsistent with the provisions of this Agreement that it may deem advisable in order to enforce the provisions hereof. The Cap Administrator shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Cap Administrator shall not be required to take any action to exercise or enforce any of its rights or powers hereunder which, in the opinion of the Cap Administrator, shall be likely to involve expense or liability to the Cap Administrator, unless the Cap Administrator shall have received an agreement satisfactory to it in its sole discretion to indemnify it against such liability and expense. (ii) The Cap Administrator shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of any party hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Cap Administrator or exercising any right or power conferred upon the Cap Administrator under this Agreement. (iii) The Cap Administrator may perform any duties hereunder either directly or by or through agents or attorneys of the Cap Administrator. The Cap Administrator shall not be liable for the acts or omissions of its agents or attorneys so long as the Cap Administrator chose such Persons with due care.

Cap Administrator. (a) The Cap Administrator is hereby irrevocably appointed to receive all funds paid by Cap Provider, or its successors in interest under the Cap Contract and the Cap Administrator hereby accepts such appointment and hereby agrees to receive such amounts on each Distribution Date and distribute such amounts in the following order of priority: (i) first, to the Trust Administrator for deposit into the Cap Account, an amount equal to the sum of the following amounts remaining outstanding after distribution of the Net Monthly Excess Cashflow: (A) Unpaid Interest Carry Forward Amounts; (B) Net WAC Rate Carryover Amounts; (C) an amount necessary to maintain or restore the Overcollateralization Target Amount; and (D) any Allocated Realized Loss Amounts; (ii) second, to CGMRC, any amounts remaining after payment of (i) above, PROVIDEDprovided, HOWEVERhowever, upon the issuance of notes by an issuer (the "“Trust"”), secured by all or a portion of the Class CE Certificates and the Class P Certificates (the "“NIM Notes"”), CGMRC hereby instructs the Cap Administrator to make any payments under this clause 2(a)(ii) in the following order of priority: (A) to the Indenture Trustee Administrator for the Trust, for deposit into the Note Account (each as to defined in the related Indenture), and until satisfaction and discharge of the Indenture, the Floating Amount (as defined in Annex I); and (B) concurrently, to the Holders of the Class CE Certificates, PRO RATA pro rata based on the outstanding Notional Amount of each such Certificate. (b) The Cap Administrator agrees to hold any amounts under the Cap Contract in trust upon the terms and conditions and for the exclusive use and benefit of the Trustee, the Trust Administrator and the Indenture Trustee Administrator, as applicable (in turn for the benefit of the Certificateholders, the Noteholders and the NIMS Insurer, if any) as set forth herein. The rights, duties and liabilities of the Cap Administrator in respect of this Agreement shall be as follows: (i) The Cap Administrator shall have the full power and authority to do all things not inconsistent with the provisions of this Agreement that it may deem advisable in order to enforce the provisions hereof. The Cap Administrator shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Cap Administrator shall not be required to take any action to exercise or enforce any of its rights or powers hereunder which, in the opinion of the Cap Administrator, shall be likely to involve expense or liability to the Cap Administrator, unless the Cap Administrator shall have received an agreement satisfactory to it in its sole discretion to indemnify it against such liability and expense. (ii) The Cap Administrator shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of any party hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Cap Administrator or exercising any right or power conferred upon the Cap Administrator under this Agreement. (iii) The Cap Administrator may perform any duties hereunder either directly or by or through agents or attorneys of the Cap Administrator. The Cap Administrator shall not be liable for the acts or omissions of its agents or attorneys so long as the Cap Administrator chose such Persons with due care.