Common use of Waiver of Jury Trial Right Clause in Contracts

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts........................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of November 28, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 14 SECTION 14. Counterparts........................................12 ...............................................14 SECTION 15. Subrogation and Third Party Beneficiary....................14 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BG) dated as of November 282, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATIONXxxxxx Xxxxxxx & Co. Incorporated, XXXXXX XXXXXXX & CO. INCORPORATEDCredit Lyonnais Securities (USA) Inc., CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., Deutsche Bank Securities Inc. and XXXXXXX XXXXX BARNEY INC.XX Xxxxx Securities Corporation, as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 15 SECTION 14. Counterparts........................................12 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 15 SECTION 15. Subrogation and Third Party Beneficiary . . . . . . . . . . 15 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BG) dated as of November June 28, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANKFirst Security Bank, NATIONAL ASSOCIATIONNational Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX Credit Suisse First Boston Corporation, Mxxxxx Sxxxxxx & CO. INCORPORATEDCo. Incorporated, CHASE SECURITIES INC.Sxxxxxx Xxxxx Barney Inc., XXXXXXX, XXXXX & CO., Chase Securities Inc. and XXXXXXX XXXXX BARNEY INC.U.S. Bancorp Pxxxx Xxxxxxx Inc., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, State Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; , and WILMINGTON TRUST COMPANYState Street Bank and Trust Company, a Delaware banking corporationMassachusetts trust company, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION Section 14. Counterparts........................................12 ....................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BC) dated as of November 28June 1, 2000 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANKXxxxx Fargo Bank Northwest, NATIONAL ASSOCIATIONNational Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Duetsche Banc Alex. Xxxxx Inc., Xxxxxx Xxxxxxx & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., Co. Incorporated and XXXXXXX XXXXX BARNEY INC.U.S. Bancorp Xxxxx Xxxxxxx Inc., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, State Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; , and WILMINGTON TRUST COMPANY, a Delaware banking corporationState Street Bank and Trust Company, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts..............................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BC) dated as of November 28June 26, 2000 2001 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANKXXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATIONN.A., a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters Underwriter of the Certificates referred to below (the "UNDERWRITERSUnderwriter" and together with their respective its transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts........................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BA-1) dated as of November 28, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 18 SECTION 14. Counterparts........................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ESCROW AND PAYING AGENT AGREEMENT (Class BA) dated as of November 28March 21, 2000 1997 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX MORGXX XXXNXXX & COXO. INCORPORATED, CHASE SECURITIES INC.. and GOLDXXX, XXXXXXX, XXXXX XXCHX & CO., and XXXXXXX XXXXX BARNEY INCXO., as Underwriters Initial Purchasers of the Certificates below referred to below Certificates (the "UNDERWRITERSInitial Purchasers" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Certificate Purchase Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts........................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BC-1) dated as of November 28March 15, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXXXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX & CO., INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts...........................................................................................12 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BC) dated as of November 28December 9, 2000 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, XXXXXXX XXXXX BARNEY INC., CHASE SECURITIES INC., XXXXXXX, . and U.S. BANCORP XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON , STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; , and WILMINGTON STATE STREET BANK AND TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts......................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of November 28June 29, 2000 2004 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANKXXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, CITIGROUP GLOBAL MARKETS INC. and XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 14 SECTION 14. Counterparts........................................12 .................................................14 SECTION 15. Subrogation and Third Party Beneficiary......................14 EXHIBITS -------- Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BG) dated as of November 28March 3, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXXX XXXXX XXXXXX INC., XXXXX SECURITIES INC., CREDIT LYONNAIS (USA) INC. and CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 13 SECTION 14. Counterparts........................................12 ....................................................13 SECTION 15. Subrogation and Third Party Beneficiary.........................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BG) dated as of November 28January 26, 2000 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATIONXxxxxxx Xxxxx Barney Inc., XXXXXX XXXXXXX & COCredit Suisse First Boston Corporation, Chase Securities Inc., Credit Lyonnais Securities (USA) Inc. and Deutsche Banc Alex. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC.Xxxxx Inc., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts..............................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of November 28July 31, 2000 2001 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANKXXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATIONN.A., a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); XXXXXX XXXXXXX & CO. INCORPORATED and CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective its transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 13 SECTION 14. Counterparts........................................12 ............................................... 13 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BA-1) dated as of November 283, 2000 1998 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CREDIT SUISSE FIRST BOSTON CORPORATION, CHASE SECURITIES INC., XXXXXXXXXXXXXXXX, XXXXX XXXXXX & CO., XXXXXXXX SECURITIES CORPORATION and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 13 SECTION 14. Counterparts........................................12 ..............................................13 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of November 28March 15, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXXXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX & CO., INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 13 SECTION 14. Counterparts........................................12 ................................................ 13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BA) dated as of November 28August 31, 2000 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANKFirst Security Bank, NATIONAL ASSOCIATIONNational Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATIONCredit Suisse First Boston Corporation, XXXXXX XXXXXXX Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin & CO. INCORPORATEDXxxxxxxx Securities Corporation, CHASE SECURITIES INC.Xxxxxxx, XXXXXXX, XXXXX Sachs & CO.Co., and XXXXXXX XXXXX BARNEY INC.Xxxxxxx Xxxxx Xxxxxx Inc., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANYState Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANYState Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts...........................................................................................12 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of November 28December 9, 2000 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, XXXXXXX XXXXX BARNEY INC., CHASE SECURITIES INC., XXXXXXX, . and U.S. BANCORP XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON , STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; , and WILMINGTON STATE STREET BANK AND TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts......................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BA-2) dated as of November 28March 15, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXXXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX & CO., INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 SECTION Section 14. Counterparts........................................12 ....................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BA-2) dated as of November 28June 1, 2000 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANKXxxxx Fargo Bank Northwest, NATIONAL ASSOCIATIONNational Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Duetsche Banc Alex. Xxxxx Inc., Xxxxxx Xxxxxxx & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., Co. Incorporated and XXXXXXX XXXXX BARNEY INC.U.S. Bancorp Xxxxx Xxxxxxx Inc., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, State Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; , and WILMINGTON TRUST COMPANY, a Delaware banking corporationState Street Bank and Trust Company, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts........................................................................................ 12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BC-2) dated as of November 283, 2000 1998 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CREDIT SUISSE FIRST BOSTON CORPORATION, CHASE SECURITIES INC., XXXXXXXXXXXXXXXX, XXXXX XXXXXX & CO., XXXXXXXX SECURITIES CORPORATION and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts...........................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of November 28December 10, 2000 2003 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANKXXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, CITIGROUP GLOBAL MARKETS INC. and XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts...................................................................................... 12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BC-2) dated as of November 28March 15, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXXXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX & CO., INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts...........................................................................................12 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BG) dated as of November 28December 9, 2000 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, XXXXXXX XXXXX BARNEY INC., CHASE SECURITIES INC., XXXXXXX, . and U.S. BANCORP XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON , STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; , and WILMINGTON STATE STREET BANK AND TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION Section 14. Counterparts........................................12 ....................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of November 28June 1, 2000 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANKXxxxx Fargo Bank Northwest, NATIONAL ASSOCIATIONNational Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Duetsche Banc Alex. Xxxxx Inc., Xxxxxx Xxxxxxx & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., Co. Incorporated and XXXXXXX XXXXX BARNEY INC.U.S. Bancorp Xxxxx Xxxxxxx Inc., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, State Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; , and WILMINGTON TRUST COMPANY, a Delaware banking corporationState Street Bank and Trust Company, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts...........................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BC-1) dated as of November 283, 2000 1998 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX MORGAN STANLEY & CO. INCORPORATED, CHASE SECURITIES CREDIT SUISSE FIRST BOSTON CORPORATIXX, XHXXX XXXURITIES INC., XXXXXXXDONALDSON, XXXXX LUFKIN & COJENRETTE SECURITIES CORPORATION and SALOMON SMITH XXXXXX XNC., and XXXXXXX XXXXX BARNEY INC., as Underwriters xx Undxxxxxxxxs of the Certificates referred to below referrxx xx xxxxx (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 13 SECTION 14. Counterparts........................................12 ................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of November 28August 31, 2000 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANKFirst Security Bank, NATIONAL ASSOCIATIONNational Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATIONCredit Suisse First Boston Corporation, XXXXXX XXXXXXX Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin & CO. INCORPORATEDXxxxxxxx Securities Corporation, CHASE SECURITIES INC.Xxxxxxx, XXXXXXX, XXXXX Sachs & CO.Co., and XXXXXXX XXXXX BARNEY INC.Xxxxxxx Xxxxx Xxxxxx Inc., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANYState Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANYState Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION 14. Counterparts....................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class BA-1) dated as of November 28March 15, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. INCORPORATED, CHASE SECURITIES INC., XXXXXXXXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX & CO., INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERS" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORS") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEE") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENT").

Waiver of Jury Trial Right. 12 13 SECTION 14. Counterparts........................................12 ....................................................13 SECTION 15. Subrogation and Third Party Beneficiary.........................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BG) dated as of November 28August 2, 2000 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX & CO. ABN AMRO INCORPORATED, CHASE SECURITIES INC., XXXXXXX, XXXXX & CO., . and XXXXXXX XXXXX BARNEY XXXXXX INC., as Underwriters of the Certificates referred to below (the "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Delaware national banking corporationassociation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").

Waiver of Jury Trial Right. 12 SECTION Section 14. Counterparts........................................12 .............................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class BA-1) dated as of November 28June 1, 2000 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among FIRST SECURITY BANKWells Fargo Bank Northwest, NATIONAL ASSOCIATIONNational Association, a national banking associationbankxxx xssociation, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); CREDIT SUISSE FIRST BOSTON CORPORATION, XXXXXX XXXXXXX Salomon Smith Barney Inc., J.P. Morgan Securities Inc., Credit Suxxxx Xxxxx Xxston Corporatixx, Xxxxxxxe Banc Alex. Brown Inc., Morgan Stanley & CO. INCORPORATED, CHASE SECURITIES INCCo. Incorporated and U.S. Bancorp Pixxx Xaffray Xxx., XXXXXXX, XXXXX & CO., and XXXXXXX XXXXX BARNEY INC., as Underwriters ax Xxxxxwriters of the Certificates referred to below xx xxxxx (the xxx "UNDERWRITERSUnderwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "INVESTORSInvestors") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, State Street Bank and Trust Company of Connecticut, National Association, a Delaware national banking corporationassociation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "PASS THROUGH TRUSTEEPass Through Trustee") under the Pass Through Trust Agreement referred to below; , and WILMINGTON TRUST COMPANY, a Delaware banking corporationState Street Bank and Trust Company, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "PAYING AGENTPaying Agent").