Common use of Delinquent Loans Clause in Contracts

Delinquent Loans. For all purposes in this Agreement and the Exhibits and Schedules attached hereto, the determination as to whether a Loan is delinquent shall be based on the number of days that payments on such Loan are contractually past due, assuming 30-day months. For example, a payment due on the first day of a month is not 30 days delinquent until the first day of the following month. ARTICLE IIIA RESERVE FUNDS AND NET WAC CAP ACCOUNT SECTION 3A.01 Cap Reserve Fund and Cap Agreement. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Certificateholders, the Cap Reserve Fund to cover certain payments to the Offered Certificates. The Cap Reserve Fund shall be an Eligible Account, and funds on deposit in such fund shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. The Cap Reserve Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on funds on deposit in the Cap Reserve Fund will be treated as owned by the Trustee and will be taxable to the Trustee. Distributions made to the Cap Reserve Fund under this document shall be treated as made to the Trustee. (b) In addition, on the Closing Date, the Master Agreement (including the Cap Agreement) will be entered into by the Counterparty and the Trustee, for the benefit of the Certificateholders. On each Distribution Date, the Trustee will deposit into the Cap Reserve Fund any amounts received pursuant to the Cap Agreement. The Trustee shall collect payments due under and otherwise enforce the terms of the Cap Agreement. The Trustee shall make withdrawals from the Cap Reserve Fund to make distributions pursuant to Section 4.02(e). Notwithstanding anything to the contrary contained herein, in no event shall the Trustee in its fiduciary capacity be liable to the Holders of the Offered Certificates, be required to make any deposit from its own funds into the Cap Reserve Fund, or be required to take any action against the Counterparty in connection with any delay in payment of amounts due under the Cap Agreement caused by any government action as further described in clause (j) of Part I of the Schedule to the Master Agreement during the grace period specified therein. (c) The Trustee may, but need not, invest the funds in the Cap Reserve Fund in Permitted Investments, which shall mature not later than, the second Business Day preceding each Distribution Date (except that if such Permitted Investment is an obligation of the institution that maintains such account or a fund for which such institution or affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent and/or custodian or subcustodian, then such Permitted Investment shall mature not later than the Business Day next preceding such Distribution Date) and shall not be sold or disposed of prior to their maturity. All investments made with funds from the Cap Reserve Fund shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income earned on funds on deposit in the Cap Reserve Fund, net of any losses realized from any Permitted Investments made with such funds, shall be deposited in the Cap Reserve Fund. The Trustee in its fiduciary capacity shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Cap Reserve Fund and made in accordance with this Section 3A.01. (d) Upon termination of the Trust Fund, any amounts remaining in the Cap Reserve Fund shall be distributed to the Trustee. (e) In the event that the Cap Agreement is terminated prior to the Cap Stated Termination and the Counterparty has not obtained a replacement counterparty to assume its obligations thereunder pursuant to the terms of the Cap Agreement, the Trustee shall obtain a replacement yield maintenance agreement acceptable to the Servicer and shall apply any amounts received from the Counterparty under the Cap Agreement in connection with its termination, to the extent necessary, to obtain such replacement. In no event whatsoever shall the Trustee be responsible for costs and expenses incurred in connection with obtaining a replacement yield maintenance agreement or for any fees, costs or expenses payable thereunder. (f) For any Distribution Date on which there is an amount payable to the Class X Certificates, the Trustee or either of them, from the Cap Distribution Amount, such amount(s) shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the party entitled to receive such payment, and distributed as specified in Section 4.02(e)(xxxii).