Common use of Waiver of Jury Trial Right Clause in Contracts

Waiver of Jury Trial Right. 13 SECTION 14. Counterparts................................................ 13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of August 31, 1999 (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, Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx 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; State Street Bank and Trust Company of Connecticut, National Association, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking association, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 SECTION 14. Counterparts................................................ ....................................................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 AG) dated as of August 312, 1999 2000 (as amended, modified or supplemented from time to time, this "Agreement") 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 Agent"); Credit Suisse First Boston CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.ABN AMRO INCORPORATED, Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., CHASE SECURITIES INC. and Xxxxxxx Xxxxx Xxxxxx Inc.XXXXXXX XXXXX XXXXXX 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; State Street Bank and Trust Company of ConnecticutSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, National AssociationNATIONAL ASSOCIATION, a national banking association, 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 State Street Bank and Trust Company of ConnecticutSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, National AssociationNATIONAL ASSOCIATION, a national banking association, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ......................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of August July 31, 1999 2001 (as amended, modified or supplemented from time to time, this "AgreementAGREEMENT") 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 AgentESCROW AGENT"); Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin XXXXXX XXXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., CO. INCORPORATED and Xxxxxxx Xxxxx Xxxxxx Inc.CREDIT SUISSE FIRST BOSTON CORPORATION, as Underwriters of the Certificates referred to below (the "UnderwritersUNDERWRITERS" and together with their respective its transferees and assigns as registered owners of the Certificates, the "InvestorsINVESTORS") under the Underwriting Agreement referred to below; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ..............................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AA-2) dated as of August 31March 15, 1999 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 CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCHASE SECURITIES INC., Lufkin XXXXXXX LYNCH, PIERCE, XXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., XXXXX INCORPORATED and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 SECTION 14. Counterparts................................................ ............................................... 13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AA-1) dated as of August 31November 3, 1999 1998 (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, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCREDIT SUISSE FIRST BOSTON CORPORATION, Lufkin CHASE SECURITIES INC., XXXXXXXXX, XXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., XXXXXXXX SECURITIES CORPORATION and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ........................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AB) dated as of August 31November 28, 1999 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 CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCHASE SECURITIES INC., Lufkin XXXXXXX, XXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co.CO., and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ......................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AC) dated as of August 31June 26, 1999 2001 (as amended, modified or supplemented from time to time, this "AgreementAGREEMENT") 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 AgentESCROW AGENT"); Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin XXXXXX XXXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx Inc.CO. INCORPORATED, 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 "InvestorsINVESTORS") under the Underwriting Agreement referred to below; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 14 SECTION 14. Counterparts................................................ 13 ...............................................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 AG) dated as of August 31November 2, 1999 2000 (as amended, modified or supplemented from time to time, this "Agreement") 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 Agent"); Xxxxxx Xxxxxxx & Co. Incorporated, Credit Suisse First Boston CorporationLyonnais Securities (USA) Inc., Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin & Xxxxxxxx Inc. and XX Xxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx 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; State Street Bank and Trust Company of ConnecticutSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, National AssociationNATIONAL ASSOCIATION, a national banking association, 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 State Street Bank and Trust Company of ConnecticutSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, National AssociationNATIONAL ASSOCIATION, a national banking association, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 SECTION 14. Counterparts................................................ ....................................................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 AG) dated as of August 31January 26, 1999 2001 (as amended, modified or supplemented from time to time, this "Agreement") 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 Agent"); Xxxxxxx Xxxxx Barney Inc., Credit Suisse First Boston Corporation, Deutsche Bank Chase Securities Inc., Xxxxxxxxx, Lufkin & Xxxxxxxx Credit Lyonnais Securities Corporation, Xxxxxxx, Sachs & Co., (USA) Inc. and Xxxxxxx Deutsche Banc Alex. Xxxxx Xxxxxx 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; State Street Bank and Trust Company of ConnecticutSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, National AssociationNATIONAL ASSOCIATION, a national banking association, 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 State Street Bank and Trust Company of ConnecticutSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, National AssociationNATIONAL ASSOCIATION, a national banking association, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AC-1) dated as of August 31March 15, 1999 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 CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCHASE SECURITIES INC., Lufkin XXXXXXX LYNCH, PIERCE, XXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., XXXXX INCORPORATED and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS .............................................. 12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AC-2) dated as of August 31March 15, 1999 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 CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCHASE SECURITIES INC., Lufkin XXXXXXX LYNCH, PIERCE, XXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., XXXXX INCORPORATED and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 18 SECTION 14. Counterparts................................................ 13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of August 31March 21, 1999 1997 (as amended, modified or supplemented from time to time, this "Agreement") 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 Agent"); Credit Suisse First Boston CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.MORGXX XXXNXXX & XO. INCORPORATED, XxxxxxxxxCHASE SECURITIES INC. and GOLDXXX, Lufkin XXCHX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx Inc.XO., 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 "Investors") under the Underwriting Certificate Purchase Agreement referred to below; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS 12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AC-2) dated as of August 31November 3, 1999 1998 (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, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCREDIT SUISSE FIRST BOSTON CORPORATION, Lufkin CHASE SECURITIES INC., XXXXXXXXX, XXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., XXXXXXXX SECURITIES CORPORATION and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ........................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AA-1) dated as of August 31November 28, 1999 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 CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCHASE SECURITIES INC., Lufkin XXXXXXX, XXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co.CO., and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 ...................................................12 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AB) dated as of August 31December 9, 1999 (as amended, modified or supplemented from time to time, this "Agreement") 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 Agent"); Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxXXXXXXX XXXXX BARNEY INC., Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., CHASE SECURITIES INC. and Xxxxxxx Xxxxx Xxxxxx Inc.U.S. BANCORP XXXXX XXXXXXX 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; State Street Bank and Trust Company of Connecticut, National AssociationSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking associationSTATE STREET BANK AND TRUST COMPANY, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 SECTION 12 Section 14. Counterparts................................................ ....................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AB) dated as of August 31June 1, 1999 2001 (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"); , Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities Duetsche Banc Alex. Xxxxx Inc., Xxxxxxxxx, Lufkin Xxxxxx Xxxxxxx & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., Co. Incorporated and U.S. Bancorp Xxxxx Xxxxxxx Xxxxx Xxxxxx 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; , State Street Bank and Trust Company of Connecticut, National Association, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking associationCompany, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 SECTION 12 Section 14. Counterparts................................................ ....................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AC) dated as of August 31June 1, 1999 2001 (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"); , Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities Duetsche Banc Alex. Xxxxx Inc., Xxxxxxxxx, Lufkin Xxxxxx Xxxxxxx & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., Co. Incorporated and U.S. Bancorp Xxxxx Xxxxxxx Xxxxx Xxxxxx 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; , State Street Bank and Trust Company of Connecticut, National Association, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking associationCompany, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ...................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of August 31December 10, 1999 2003 (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, Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin CITIGROUP GLOBAL MARKETS INC. and XXXXXX XXXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx Inc.CO. INCORPORATED, 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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ............................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AA-1) dated as of August 31March 15, 1999 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 CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCHASE SECURITIES INC., Lufkin XXXXXXX LYNCH, PIERCE, XXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., XXXXX INCORPORATED and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 14 SECTION 14. Counterparts................................................ 13 .................................................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 AG) dated as of August 31March 3, 1999 2000 (as amended, modified or supplemented from time to time, this "Agreement") 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 Agent"); Credit Suisse First Boston CorporationXXXXXXX XXXXX XXXXXX INC., Deutsche Bank Securities Inc.XXXXX SECURITIES INC., Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., CREDIT LYONNAIS (USA) INC. and Xxxxxxx Xxxxx Xxxxxx Inc.CREDIT SUISSE FIRST BOSTON CORPORATION, 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; State Street Bank and Trust Company of ConnecticutSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, National AssociationNATIONAL ASSOCIATION, a national banking association, 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 State Street Bank and Trust Company of ConnecticutSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, National AssociationNATIONAL ASSOCIATION, a national banking association, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 ...................................................12 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AC) dated as of August 31December 9, 1999 (as amended, modified or supplemented from time to time, this "Agreement") 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 Agent"); Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxXXXXXXX XXXXX BARNEY INC., Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., CHASE SECURITIES INC. and Xxxxxxx Xxxxx Xxxxxx Inc.U.S. BANCORP XXXXX XXXXXXX 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; State Street Bank and Trust Company of Connecticut, National AssociationSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking associationSTATE STREET BANK AND TRUST COMPANY, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 SECTION 12 Section 14. Counterparts................................................ .............................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AA-1) dated as of August 31June 1, 1999 2001 (as amended, modified or supplemented from time to time, this "Agreement") among First Security BankWells Fargo Bank Northwest, National Association, a national banking associationbankxxx xssociation, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); Credit Suisse First Boston Corporation, Deutsche Bank Salomon Smith Barney Inc., J.P. Morgan Securities Inc., XxxxxxxxxCredit Suxxxx Xxxxx Xxston Corporatixx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx Xxxxxxxe Banc Alex. Brown Inc., as Underwriters Morgan Stanley & Co. Incorporated and U.S. Bancorp Pixxx Xaffray Xxx., ax Xxxxxwriters of the Certificates referred to below xx xxxxx (the xxx "Underwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Underwriting Agreement referred to below; , State Street Bank and Trust Company of Connecticut, National Association, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking associationCompany, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 SECTION 14. Counterparts................................................ ................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AB) dated as of August 31, 1999 (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, Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx 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; State Street Bank and Trust Company of Connecticut, National Association, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking association, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 SECTION 12 Section 14. Counterparts................................................ ....................................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AA-2) dated as of August 31June 1, 1999 2001 (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"); , Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities Duetsche Banc Alex. Xxxxx Inc., Xxxxxxxxx, Lufkin Xxxxxx Xxxxxxx & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., Co. Incorporated and U.S. Bancorp Xxxxx Xxxxxxx Xxxxx Xxxxxx 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; , State Street Bank and Trust Company of Connecticut, National Association, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking associationCompany, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 ...................................................12 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AG) dated as of August 31December 9, 1999 (as amended, modified or supplemented from time to time, this "Agreement") 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 Agent"); Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxXXXXXXX XXXXX BARNEY INC., Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., CHASE SECURITIES INC. and Xxxxxxx Xxxxx Xxxxxx Inc.U.S. BANCORP XXXXX XXXXXXX 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; State Street Bank and Trust Company of Connecticut, National AssociationSTATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National Association, a national banking associationSTATE STREET BANK AND TRUST COMPANY, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ..............................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of August 31June 29, 1999 2004 (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, Deutsche Bank Securities Inc., Xxxxxxxxx, Lufkin CITIGROUP GLOBAL MARKETS INC. and XXXXXX XXXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx Inc.CO. INCORPORATED, 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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 12 SECTION 14. Counterparts................................................ 13 EXHIBITS ...................................................12 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AC-1) dated as of August 31November 3, 1999 1998 (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, Deutsche Bank Securities Inc.MORGAN STANLEY & CO. INCORPORATED, XxxxxxxxxCREDIT SUISSE FIRST BOSTON CORPORATIXX, Lufkin XHXXX XXXURITIES INC., DONALDSON, LUFKIN & Xxxxxxxx Securities CorporationJENRETTE SECURITIES CORPORATION and SALOMON SMITH XXXXXX XNC., Xxxxxxx, Sachs & Co., and Xxxxxxx Xxxxx Xxxxxx Inc., as Underwriters xx Undxxxxxxxxs of the Certificates referred to below referrxx xx xxxxx (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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 SECTION 14. Counterparts................................................ ..............................................13 EXHIBITS Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate This ESCROW AND PAYING AGENT AGREEMENT (Class AB) dated as of August 31March 15, 1999 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 CorporationCREDIT SUISSE FIRST BOSTON CORPORATION, Deutsche Bank Securities Inc.XXXXXX XXXXXXX & CO. INCORPORATED, XxxxxxxxxCHASE SECURITIES INC., Lufkin XXXXXXX LYNCH, PIERCE, XXXXXX & Xxxxxxxx Securities Corporation, Xxxxxxx, Sachs & Co., XXXXX INCORPORATED and Xxxxxxx Xxxxx Xxxxxx Inc.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; State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, 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 State Street Bank and Trust Company of Connecticut, National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying AgentPAYING AGENT").

Waiver of Jury Trial Right. 13 15 SECTION 14. Counterparts................................................ 13 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 AG) dated as of August 31June 28, 1999 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, Deutsche Bank Securities Mxxxxx Sxxxxxx & Co. Incorporated, Sxxxxxx Xxxxx Barney Inc., Xxxxxxxxx, Lufkin & Xxxxxxxx Chase Securities Corporation, Xxxxxxx, Sachs & Co., Inc. and U.S. Bancorp Pxxxx Xxxxxxx Xxxxx Xxxxxx 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; , State Street Bank and Trust Company of Connecticut, National Association, a national banking association, 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 State Street Bank and Trust Company of Connecticut, National AssociationCompany, a national banking associationMassachusetts trust company, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent").