Common use of Appointment of Trust Paying Agent Clause in Contracts

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer and the Rating Agencies). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the Trust. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Depositor, the Seller, the Note Insurer and the Rating Agencies). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the Trust. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Norwest Bank Minnesota, National Association, as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report to the Owner Trustee on the Payment Date via facsimile transmission of a distribution statement the amounts of such distributions to the Owner Trustee and the ServicerCertificateholders. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove In the Trust Paying Agent if the Owner Trustee determines in its sole discretion event that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Norwest Bank Minnesota, National Association, shall no longer be the Trust Paying AgentAgent hereunder, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company company) acceptable to the SellerCertificateholders, Mortgage Lenders Network, so long as Mortgage Lenders Network is acting as Servicer, and the Note Insurer and the Rating Agencies)Insurer. The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The After one year from the date of receipt, the Trust Paying Agent shall promptly return all unclaimed funds to the Trust Owner Trustee, and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.1, 7.3(b), 7.4, 8.1, and 10.2 as to resignations, shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent to the same extent as if it were named therein and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) paying agent appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank ___________________, as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report to the Owner Trustee on the Payment Date via facsimile transmission of a distribution statement the amounts of such distributions to the Owner Trustee and the ServicerCertificateholders. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove In the Trust Paying Agent if the Owner Trustee determines in its sole discretion event that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank __________, shall no longer be the Trust Paying AgentAgent hereunder, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company company) acceptable to the Seller, the Note Insurer Certificateholders and the Rating Agencies)Bond Insurer. The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The After one year from the date of receipt, the Trust Paying Agent shall promptly return all unclaimed funds to the Trust Owner Trustee, and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.1, 7.3(b), 7.4, 8.1, and 10.2 as to resignations, shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent to the same extent as if it were named therein and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) paying agent appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account Residual Interest Owner pursuant to Section 5.2(a5.02(a) hereof and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveTrustee. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines determines, in its sole discretion discretion, that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan “Trust Paying Agent” initially shall be U.S. Bank National Association, and any co-Trust Paying Agent chosen by the Trust Paying Agent that is acceptable to the Owner Trustee. Each Trust Paying Agent shall be permitted to resign as Trust Paying Agent upon 30 days’ written notice to the Owner Trustee. In the event that U.S. Bank National Association shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer of similar size and the Rating Agenciescredit rating). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that that, as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.01, 7,03, 7.04 and 8.01 hereof shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent Trust Paying Agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account Residual Interest Certificateholder pursuant to Section 5.2(a5.02(a) and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveTrustee. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Trust Paying Agent initially shall be U.S. Bank National Association, and any co-Trust Paying Agent chosen by the Trust Paying Agent that is acceptable to the Owner Trustee. Each Trust Paying Agent shall be permitted to resign as Trust Paying Agent upon 30 days' written notice to the Owner Trustee. In the event that U.S. Bank National Association shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor Successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer and the Rating Agenciescompany). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that that, as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the Trust. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.such

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account Residual Interest Owner pursuant to Section 5.2(a5.02(a) hereof and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveTrustee. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines determines, in its sole discretion discretion, that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan “Trust Paying Agent” initially shall be U.S. Bank Trust Company, National Association, and any co-Trust Paying Agent chosen by the Trust Paying Agent that is acceptable to the Owner Trustee. Each Trust Paying Agent shall be permitted to resign as Trust Paying Agent upon 30 days’ written notice to the Owner Trustee. In the event that U.S. Bank Trust Company, National Association shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer of similar size and the Rating Agenciescredit rating). The Owner Trustee shall cause such successor Trust Paying Agent or any KL2 3304888.6 additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that that, as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.01, 7,03, 7.04 and 8.01 hereof shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent Trust Paying Agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Depositor, the Seller, the Note Insurer and the Rating Agencies). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the Trust. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank _____________________ as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank _____________________ shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the SellerDepositor, the Note Insurer and the Rating Agencies). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank_____________________) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the SellerDepositor, the Note Insurer and the Rating Agencies). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account Residual Interest Certificateholder pursuant to Section 5.2(a5.02(a) hereof and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveTrustee. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines determines, in its sole discretion discretion, that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan "TRUST PAYING AGENT" initially shall be U.S. Bank National Association, and any co-Trust Paying Agent chosen by the Trust Paying Agent that is acceptable to the Owner Trustee. Each Trust Paying Agent shall be permitted to resign as Trust Paying Agent upon 30 days' written notice to the Owner Trustee. In the event that U.S. Bank National Association shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer of similar size and the Rating Agenciescredit rating). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that that, as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.01, 7,03, 7.04 and 8.01 hereof shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent Trust Paying Agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank ____________________________ as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank ____________________________ shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer and the Rating Agencies). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank____________________________) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank __________ as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank ____________ shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer and the Rating Agencies). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) paying agent appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) and shall report the amounts of such distributions to the Owner Trustee and the ServicerDepositor. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank shall no longer be the Trust Paying Agent, the Owner Trustee Depositor shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer and the Rating Agencies). The Owner Trustee Depositor shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Depositor and the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the Trust. The provisions of Article VI shall apply to the Owner Trustee also Trust Paying Agent in its role as Trust Paying Agentthe same, for so long as the Owner Trustee it shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) as appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank Bankers Trust Company of California, N.A., as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report to the Owner Trustee on the Distribution Date via facsimile transmission of a distribution statement the amounts of such distributions to the Owner Trustee and the ServicerCertificateholders. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove In the event that Bankers Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank Company of California, N.A., shall no longer be the Trust Paying AgentAgent hereunder, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company company) acceptable to the Seller, the Note Insurer and the Rating Agencies)Depositor. The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The After one year from the date of receipt, the Trust Paying Agent shall promptly return all unclaimed funds to the Trust Owner Trustee, and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.1, 7.3(b), 7.4 and 8.1 shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) paying agent appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank _____________________ as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report the amounts of such distributions to the Owner Trustee Trustee, the Servicer and the ServicerSeller. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank ________________________ shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Depositor, the Seller, the Note Insurer and the Rating Agencies). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the Trust. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank_____________ __________________) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank ___________________, as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) 5.2 and shall report to the Owner Trustee on the Payment Date via facsimile transmission of a distribution statement the amounts of such distributions to the Owner Trustee and the ServicerCertificateholders. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove In the Trust Paying Agent if the Owner Trustee determines in its sole discretion event that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan Bank __________, shall no longer be the Trust Paying AgentAgent hereunder, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company company) acceptable to the Seller, the Note Insurer Certificateholders and the Rating Agencies)Bond Insurer. The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The After one year from the date of receipt, the Trust Paying Agent shall promptly return all unclaimed funds to the Trust Owner Trustee, and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.1, 7.3(b), 7.4, 8.1, and 10.2 as to resignations, shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent to the same extent as if it were named therein and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) paying agent appointed hereunder. Any reference in this Agreement agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account Residual Interest Certificateholder pursuant to Section 5.2(a5.02(a) hereof and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveTrustee. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines determines, in its sole discretion discretion, that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan "Trust Paying Agent" initially shall be U.S. Bank National Association, and any co-Trust Paying Agent chosen by the Trust Paying Agent that is acceptable to the Owner Trustee. Each Trust Paying Agent shall be permitted to resign as Trust Paying Agent upon 30 days' written notice to the Owner Trustee. In the event that U.S. Bank National Association shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer of similar size and the Rating Agenciescredit rating). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that that, as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.01, 7.03, 7.04 and 8.01 hereof shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent Trust Paying Agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The JPMorgan Chase Manhattan Bank Bank, as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2(a) and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines in its sole discretion that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The JPMorgan Chase Manhattan Bank shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer Depositor and the Rating AgenciesSeller). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust and upon removal of a Trust Paying Agent such Trust Paying Agent shall also return all funds in its possession to the Trust. The provisions of Article VI shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The JPMorgan Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Trust Paying Agent. The Owner Trustee hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this Agreement. The Trust Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account Residual Interest Owner pursuant to Section 5.2(a5.02(a) hereof and shall report the amounts of such distributions to the Owner Trustee and the Servicer. The Trust Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveTrustee. The Owner Trustee may revoke such power and remove the Trust Paying Agent if the Owner Trustee determines determines, in its sole discretion discretion, that the Trust Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. If The Chase Manhattan "Trust Paying Agent" initially shall be U.S. Bank National Association, and any co-Trust Paying Agent chosen by the Trust Paying Agent that is acceptable to the Owner Trustee. Each Trust Paying Agent shall be permitted to resign as Trust Paying Agent upon 30 days' written notice to the Owner Trustee. In the event that U.S. Bank National Association shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a successor to act as Trust Paying Agent (which shall be a bank or trust company acceptable to the Seller, the Note Insurer of similar size and the Rating Agenciescredit rating). The Owner Trustee shall cause such successor Trust Paying Agent or any additional Trust Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner Trustee that that, as Trust Paying Agent, such successor Trust Paying Agent or additional Trust Paying Agent shall will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Trust Paying Agent shall return all unclaimed funds to the Trust Owner Trustee and upon removal of a Trust Paying Agent Agent, such Trust Paying Agent shall also return all funds in its possession to the TrustOwner Trustee. The provisions of Article VI Sections 7.01, 7,03, 7.04 and 8.01 hereof shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to the extent applicable, to any other Trust Paying Agent (including The Chase Manhattan Bank) appointed hereunder. Any reference in this Agreement to the Trust Paying Agent shall include any co-paying agent Trust Paying Agent unless the context requires otherwise.