Common use of Substitution Adjustment Amount Clause in Contracts

Substitution Adjustment Amount. The meaning ascribed to such term pursuant to Section 2.03. Tax Matters Person ------------------ The person designated as "tax matters person" in the manner provided under Treasury regulation ss.1.860F-4(d) and temporary Treasury regulation ss.301.6231(a)(7)-1T. Initially, the Tax Matters Person shall be the Trustee. Tax Matters Person Certificate ------------------------------ The Class R Certificate with a Denomination of .00001%. Transfer -------- Any direct or indirect transfer or sale of any Ownership Interest in a Class R Certificate. Transfer Affidavit ------------------ As defined in Section 5.02(c). Transferor Certificate ---------------------- As defined in Section 5.02(b). Trustee ------- JPMorgan Chase Bank and its successors and, if a successor trustee is appointed hereunder, such successor. Trustee Fee ----------- As to any Distribution Date, an amount equal to one-twelfth of the Trustee Fee Rate multiplied by the Pool Principal Balance as of such Distribution Date. Trustee Fee Rate ---------------- With respect to each Loan, 0.02% per annum. Trust Fund ---------- The corpus of the trust created hereunder consisting of (a) the Loans and all interest and principal received, or receivable, on or with respect thereto after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance thereof and all interest and principal payments on such Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter; (b) the Certificate Account, the Distribution Account, the Net WAC Cap Account, the Reserve Fund and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (c) property that secured a Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (d) the Policy; (e) the Yield Maintenance Agreement; and (f) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing. Underwriter Exemption --------------------- Prohibited Transaction Exemption 2000-58, 65 Fed. Reg. 67765 (2000), as amended (or any successor thereto). Voting Rights ------------- The portion of the voting rights of all of the Certificates, which is allocated to any Certificate. As of any date of determination, (i) the Class AF and Class AV-1 Certificates shall be allocated 99% of all Voting Rights and (ii) the Class A-IO Certificates shall be allocated 1% of all Voting Rights. The Voting Rights allocated to each Class of the Class AF Certificates and the Class AV-1 Certificates will be the fraction, expressed as a percentage, the numerator of which is the Class Certificate Balance of such Class then outstanding and the denominator of which is the aggregate Stated Principal Balance of the Loans then outstanding. Voting Rights allocated to each class of Certificates shall be allocated among the Certificates of each such Class in accordance with their respective Percentage Interests. Yield Maintenance Agreement --------------------------- The Master Agreement (including the Schedule thereto and the transactions thereunder evidenced by a confirmation) dated as of April 30, 2002 by and between the Counterparty and the Trustee for the benefit of the Insurer and the Holders of Class AV-1 Certificates, a copy of which is attached hereto as Exhibit M. Yield Maintenance Stated Termination ------------------------------------ The Distribution Date on December 27, 2004.

Substitution Adjustment Amount. The meaning ascribed to such term pursuant to Section 2.03. Tax Matters Person ------------------ The person designated as "tax matters person" in the manner provided under Treasury regulation ss.1.860F-4(d) and temporary Treasury regulation ss.301.6231(a)(7)-1T. Initially, the Tax Matters Person shall be the Trustee. Tax Matters Person Certificate ------------------------------ The Class R Certificate with a Denomination of .00001%. Transfer -------- Any direct or indirect transfer or sale of any Ownership Interest in a Class R Certificate. Transfer Affidavit ------------------ As defined in Section 5.02(c). Transferor Certificate ---------------------- As defined in Section 5.02(b). Trustee ------- JPMorgan Chase Bank and its successors and, if a successor trustee is appointed hereunder, such successor. Trustee Fee ----------- As to any Distribution Date, an amount equal to one-twelfth of the Trustee Fee Rate multiplied by the Pool Principal Balance as of such Distribution Date. Trustee Fee Rate ---------------- With respect to each Loan, 0.02% per annum. Trust Fund ---------- The corpus of the trust created hereunder consisting of (ai) the Loans and all interest and principal received, or receivable, on or with respect thereto after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance thereof and all interest and principal payments on such Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter; (bii) the Certificate Account, the Distribution Account, the Class AF Spread Account, the Class AV-1 Spread Account, the Net WAC Cap Account, the Reserve Fund Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (ciii) property that secured a Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (div) the Policy; (e) the Yield Maintenance Agreement; and (fv) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing. Underwriter Exemption --------------------- Prohibited Transaction Exemption 2000-58, 65 Fed. Reg. 67765 (2000), as amended (or any successor thereto). Voting Rights ------------- The portion of the voting rights of all of the Certificates, which is allocated to any Certificate. As of any date of determination, (i) the Class AF and Class AV-1 Certificates shall be allocated 99% of all Voting Rights and (ii) the Class A-IO Certificates shall be allocated 1% of all Voting Rights. The Voting Rights allocated to each Class of the Class AF Certificates and the Class AV-1 Certificates will be the fraction, expressed as a percentage, the numerator of which is the Class Certificate Balance of such Class then outstanding and the denominator of which is the aggregate Stated Principal Balance of the Loans then outstanding. Voting Rights allocated to each class of Certificates shall be allocated among the Certificates of each such Class in accordance with their respective Percentage Interests. Yield Maintenance Agreement --------------------------- The Master Agreement (including Weighted Average Overcollateralization Target Amount ---------------------------------------------------- As to any Distribution Date, the Schedule thereto weighted average of the Class AF Overcollateralization Target Amount and the transactions thereunder evidenced by a confirmation) dated Class AV-1 Overcollateralization Target Amount, such weighted average to be calculated based on the aggregate Class Certificate Balance of the Class AF Certificates and the Class Certificate Balance of the Class AV-1 Certificates as of April 30, 2002 by and between the Counterparty and the Trustee for the benefit of the Insurer and the Holders of Class AV-1 Certificates, a copy of which is attached hereto as Exhibit M. Yield Maintenance Stated Termination ------------------------------------ The such Distribution Date on December 27, 2004Date.