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 C) dated as of June 26, 2001 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWEST, N.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, as Underwriter of the Certificates referred to below (the "Underwriter" and together with 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 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class CA) dated as of June 26August 31, 2001 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFirst Security Bank, N.A.National Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin & CO. INCORPORATEDXxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx Inc., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 CC-1) dated as of June 26November 3, 2001 1998 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); XXXXXX XXXXXXX , MORGAN STANLEY & CO. INCORPORATED, as Underwriter CREDIT SUISSE FIRST BOSTON CORPORATIXX, XHXXX XXXURITIES INC., DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION and SALOMON SMITH XXXXXX XNC., xx Undxxxxxxxxs of the Certificates referred to below referrxx xx xxxxx (the "UnderwriterUNDERWRITERS" and together with its 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 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 CG) dated as of June 2628, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFirst Security Bank, N.A.National Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX , Credit Suisse First Boston Corporation, Mxxxxx Sxxxxxx & CO. INCORPORATEDCo. Incorporated, Sxxxxxx Xxxxx Barney Inc., Chase Securities Inc. and U.S. Bancorp Pxxxx Xxxxxxx Inc., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 14. Counterparts....................................................................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class CA-2) dated as of June 26March 15, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.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 LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CG) dated as of June 26March 3, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.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 XXXXXXX & COINC., XXXXX SECURITIES INC., CREDIT LYONNAIS (USA) INC. INCORPORATEDand CREDIT SUISSE FIRST BOSTON CORPORATION, as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 CG) dated as of June January 26, 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX & COXxxxxxx Xxxxx Barney Inc., Credit Suisse First Boston Corporation, Chase Securities Inc., Credit Lyonnais Securities (USA) Inc. and Deutsche Banc Alex. INCORPORATEDXxxxx Inc., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class CG) dated as of June 26December 9, 2001 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); , XXXXXX XXXXXXX & CO. INCORPORATED, XXXXXXX XXXXX BARNEY INC., CHASE SECURITIES INC. and U.S. BANCORP XXXXX XXXXXXX INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 CC-2) dated as of June 26March 15, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.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 LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CB) dated as of June 26March 15, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.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 LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CC-2) dated as of June 26November 3, 2001 1998 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); , XXXXXX XXXXXXX & CO. INCORPORATED, CREDIT SUISSE FIRST BOSTON CORPORATION, CHASE SECURITIES INC., XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION and XXXXXXX XXXXX BARNEY INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CB) dated as of June 26December 9, 2001 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); , XXXXXX XXXXXXX & CO. INCORPORATED, XXXXXXX XXXXX BARNEY INC., CHASE SECURITIES INC. and U.S. BANCORP XXXXX XXXXXXX INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 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 CG) dated as of June 26November 2, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX Xxxxxx Xxxxxxx & CO. INCORPORATEDCo. Incorporated, Credit Lyonnais Securities (USA) Inc., Deutsche Bank Securities Inc. and XX Xxxxx Securities Corporation, as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 CB) dated as of June 26November 28, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.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 Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CC-1) dated as of June 26March 15, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.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 LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CA) dated as of June 26March 21, 2001 1997 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX CREDIT SUISSE FIRST BOSTON CORPORATION, MORGXX XXXNXXX & COXO. INCORPORATED, CHASE SECURITIES INC. and GOLDXXX, XXCHX & XO., as Underwriter Initial Purchasers of the Certificates below referred to below Certificates (the "UnderwriterInitial Purchasers" and together with its 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 CA-1) dated as of June 26November 28, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.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 Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CB) dated as of June 261, 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTXxxxx Fargo Bank Northwest, N.A.National Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX , Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Duetsche Banc Alex. Xxxxx Inc., Xxxxxx Xxxxxxx & CO. INCORPORATEDCo. Incorporated and U.S. Bancorp Xxxxx Xxxxxxx Inc., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 13 SECTION 14. Counterparts......................................................12 ............................................... 13 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate ESCROW AND PAYING AGENT AGREEMENT (Class CA-1) dated as of June 26November 3, 2001 1998 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); , XXXXXX XXXXXXX & CO. INCORPORATED, CREDIT SUISSE FIRST BOSTON CORPORATION, CHASE SECURITIES INC., XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION and XXXXXXX XXXXX BARNEY INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CA-1) dated as of June 261, 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTWells Fargo Bank Northwest, N.A.National Association, a national banking associationbankxxx xssociation, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX , Salomon Smith Barney Inc., J.P. Morgan Securities Inc., Credit Suxxxx Xxxxx Xxston Corporatixx, Xxxxxxxe Banc Alex. Brown Inc., Morgan Stanley & CO. INCORPORATEDCo. Incorporated and U.S. Bancorp Pixxx Xaffray Xxx., as Underwriter ax Xxxxxwriters of the Certificates referred to below xx xxxxx (the xxx "UnderwriterUnderwriters" and together with its 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 C) dated as of June 2629, 2001 2004 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWEST, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CITIGROUP GLOBAL MARKETS INC. and XXXXXX XXXXXXX & CO. INCORPORATED, as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 C) dated as of June 26December 10, 2001 2003 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWEST, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); CITIGROUP GLOBAL MARKETS INC. and XXXXXX XXXXXXX & CO. INCORPORATED, as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CB) dated as of June 26August 31, 2001 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFirst Security Bank, N.A.National Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin & CO. INCORPORATEDXxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx Inc., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 CA-1) dated as of June 26March 15, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.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 LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and XXXXXXX XXXXX BARNEY INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with its 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 CG) dated as of June 26August 2, 2001 2000 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX & CO. CREDIT SUISSE FIRST BOSTON CORPORATION, ABN AMRO INCORPORATED, CHASE SECURITIES INC. and XXXXXXX XXXXX XXXXXX INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 CA-2) dated as of June 261, 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTXxxxx Fargo Bank Northwest, N.A.National Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX , Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Duetsche Banc Alex. Xxxxx Inc., Xxxxxx Xxxxxxx & CO. INCORPORATEDCo. Incorporated and U.S. Bancorp Xxxxx Xxxxxxx Inc., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 Section 14. Counterparts......................................................12 ....................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of June 261, 2001 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTXxxxx Fargo Bank Northwest, N.A.National Association, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); XXXXXX XXXXXXX , Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Duetsche Banc Alex. Xxxxx Inc., Xxxxxx Xxxxxxx & CO. INCORPORATEDCo. Incorporated and U.S. Bancorp Xxxxx Xxxxxxx Inc., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of June 26December 9, 2001 1999 (as amended, modified or supplemented from time to time, this "AGREEMENTAgreement") among XXXXX FARGO BANK NORTHWESTFIRST SECURITY BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENTEscrow Agent"); , XXXXXX XXXXXXX & CO. INCORPORATED, XXXXXXX XXXXX BARNEY INC., CHASE SECURITIES INC. and U.S. BANCORP XXXXX XXXXXXX INC., as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUnderwriters" and together with its 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 C) dated as of June 26July 31, 2001 (as amended, modified or supplemented from time to time, this "AGREEMENT") among XXXXX FARGO BANK NORTHWEST, N.A., a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "ESCROW AGENT"); XXXXXX XXXXXXX & CO. INCORPORATEDINCORPORATED and CREDIT SUISSE FIRST BOSTON CORPORATION, as Underwriter Underwriters of the Certificates referred to below (the "UnderwriterUNDERWRITERS" and together with 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").