Common use of Acceptable Investments Clause in Contracts

Acceptable Investments. All funds deposited or held in the Escrow Account at any time shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions annexed hereto as Schedule A (the “Initial Instructions”) and thereafter, if necessary, the Company’s written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions); provided, however, that the Company shall only designate investment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities on each Interest Payment Date beginning on and including March 15, 2006 and through and including the Interest Payment Date on December 15, 2006; provided, further, however, that any such written instruction shall specify the particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v), shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer of the Company. All U.S. Government Securities shall be assigned to and held in the possession of, or, in the case of U.S. Government Securities maintained in book entry form with the Federal Reserve Bank i.e., TRADES, transferred to a book entry account in the name of, the Escrow Agent, for the benefit of the Beneficiaries, with such guarantees as are customary, except that U.S. Government Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of the Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such instructions. In the absence of qualifying instructions from the Company that meet the requirements of this Section 2(d)(i), the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.

Acceptable Investments. All funds deposited or held in the ---------------------- Escrow Account at any time shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions annexed hereto as Schedule A (the “Initial Instructions”) and thereafter, if necessary, the Company’s 's written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions)Agent; provided, however, that (1) the Company -------- ------- shall only designate investment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities on each Interest Payment Date beginning on and including March 15January 1, 2006 1999 and through and including the Interest Payment Date on December 15July 1, 2006; provided, further, however, that 2000 and (2) any such written instruction shall specify the particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v)clause (1) of this proviso, shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer of the Company. Escrow Agent shall have no responsibility for determining whether funds held in the Escrow Account shall have been invested in such a manner so as to comply with the requirements of this clause (i). All U.S. Government Securities shall be assigned to and held in the possession of, or, in the case of U.S. Government Securities maintained in book entry form with the Federal Reserve Bank i.e., TRADESBank, transferred to a book entry account in the name of, the of Escrow Agent, Agent for the benefit of the Beneficiaries, with such guarantees as are customary, except that U.S. Government Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of the Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such written instructions. In the absence of qualifying instructions from the Company that meet the requirements of this Section 2(d)(i), the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.

Acceptable Investments. All funds deposited or held in the ---------------------- Escrow Account at any time shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions annexed hereto as Schedule A (the “Initial Instructions”) and thereafter, if necessary, the Company’s 's written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions)Agent; provided, however, that (1) the Company -------- ------- shall only designate investment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities on each Interest Payment Date beginning on and including March June 15, 2006 1998 and through and including the Interest Payment Date on December 15, 2006; provided, further, however, that 2000 and (2) any such written instruction shall specify the particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v)clause (1) of this proviso, shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer of the Company. Escrow Agent shall have no responsibility for determining whether funds held in the Escrow Account shall have been invested in such a manner so as to comply with the requirements of this clause (i). All U.S. Government Securities shall be assigned to and held in the possession of, or, in the case of U.S. Government Securities maintained in book entry form with the Federal Reserve Bank i.e., TRADESBank, transferred to a book entry account in the name of, the of Escrow Agent, Agent for the benefit of the Beneficiaries, with such guarantees as are customary, except that U.S. Government Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of the Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such written instructions. In the absence of qualifying instructions from the Company that meet the requirements of this Section 2(d)(i), the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.

Acceptable Investments. All funds deposited or held in the Escrow Account at any time shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions Initial Instructions annexed hereto as Schedule A (the “Initial Instructions”) and thereafter, if necessary, the Company’s 's written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions)Agent; provided, however, that the Company shall only designate investment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities on each Interest Payment Date beginning on and including March August 15, 2006 1997 and through and including the Interest Payment Date on December February 15, 20062000; provided, further, however, that any such written instruction shall specify the particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v), shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer of the Company. All U.S. Government Securities shall be assigned to and held in the possession of, or, in the case of U.S. Government Securities maintained in book entry form with the Federal Reserve Bank (i.e., TRADES), transferred to a book entry account in the name of, the Escrow Agent, for the benefit of the BeneficiariesTrustee, with such guarantees as are customary, except that U.S. Government Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of the Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such instructions. In the absence of qualifying instructions from the Company that meet the requirements of this Section 2(d)(i), the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.

Acceptable Investments. All funds deposited or held in the Escrow Account at any time shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions Initial Instructions annexed hereto as Schedule A (the “Initial Instructions”) and thereafter, if necessary, the Company’s 's written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions)Agent; provided, however, that the Company shall only designate investment of funds in U.S. Government Securities maturing in an amount at least sufficient to and/or generating interest income at least sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities Secu- rities on each Interest Payment Date beginning on and including March 15December 6, 2006 1997 and through and including the Interest Payment Date on December 15June 6, 20062000; provided, further, however, that any such written instruction shall specify the particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v), shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer of the Company. All U.S. Government Securities shall be assigned to and held in the possession of, or, in the case of U.S. Government Securities maintained in book entry form with the Federal Reserve Bank (i.e., TRADES), transferred to a book entry account in the name of, the Escrow Agent, for the benefit of the BeneficiariesTrustee, with such guarantees as are customary, except that U.S. Government Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of the Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow AgentAgent of the security interest in favor of the Trustee and confirmed in writing to the Trustee. The Company shall execute and deliver to the Trustee a UCC-1 Financing Statement covering all its rights in the Collateral and the proceeds thereof, and the Escrow Agent shall cause such Financing Statement to be filed with the Department of State of the State of New York as required by the Uniform Commercial Code of the State of New York. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such instructions. In the absence of qualifying instructions from the Company that meet the requirements of this Section 2(d)(i), the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.

Acceptable Investments. All funds deposited or held in the ---------------------- Escrow Account at any time shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions annexed hereto as Schedule A (the “Initial Instructions”) and thereafter, if necessary, the Company’s 's written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions)Agent; provided, however, that the Company -------- ------- shall only designate investment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities Notes on each the Interest Payment Date beginning on and including March 15September 1, 2006 1997 and through and including the Interest Payment Date on December 15March 1, 20061999; provided, -------- further, however, that any such written instruction shall specify the ------- ------- particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v)proviso, shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer any officer of the Company. All U.S. Government Securities shall be assigned to and held in the possession of, or, in the case of U.S. Government Securities maintained in book book-entry form with the Federal Reserve Bank i.e., TRADESBank, transferred to a book book- entry account in the name of, the Escrow Agent, for the benefit of the Beneficiaries, with such guarantees as are customaryTrustee and the ratable benefit of the holders of the Notes, except that U.S. Government Securities maintained in book book-entry form with the Federal Reserve Bank shall be transferred to a book book-entry account in the name of the Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such instructions. In the absence of qualifying instructions from the Company that meet the requirements of this Section 2(d)(i), the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.

Acceptable Investments. All funds deposited or held in the Escrow Account at any time shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions Initial Instructions annexed hereto as Schedule A (the “Initial Instructions”) and thereafter, if necessary, the Company’s 's written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions)Agent; provided, however, that the Company shall only designate investment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities on each Interest Payment Date beginning on and including March December 15, 2006 1997 and through and including the Interest Payment Date on December 15, 20061999; provided, further, however, that any such written instruction shall specify the particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v), shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer of the Company. All U.S. Government Securities shall be assigned to and held in the possession of, or, in the case of U.S. Government Securities maintained in book entry form with the Federal Reserve Bank (i.e., TRADES), transferred to a book entry account in the name of, the Escrow Agent, for the benefit of the Beneficiaries, with such guarantees as are customary, except that U.S. Government Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of the Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent. The Escrow Agent shall not be liable for 5 -5- losses on any investments made by it pursuant to and in compliance with such instructions. In the absence of qualifying instructions from the Company that meet the requirements of this Section 2(d)(i), the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.

Acceptable Investments. All Until the release of Collateral pursuant to, and in compliance with, Section 3(a)(i) or (ii) (the "Applicable Time"), funds deposited or held contained in the Escrow Account at any time shall be held by the Escrow Agent, within its sole control and dominion, only in the form of cash and Permitted Investments as directed by the Company in writing and shall be held in such a manner as will result in the security interests contemplated by Section 2(d)(ii) hereof. Following the Applicable Time, funds contained in the Escrow Account shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions annexed hereto as Schedule A (the “Initial Investment Instructions”) and thereafter, if necessary, the Company’s written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions); provided, however, that the Company shall only designate investment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities on each Interest Payment Date beginning on and including March 15, 2006 and through and including the Interest Payment Date on December 15, 2006; provided, further, however, that any such written instruction shall specify the particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v), shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer of the Company. All U.S. Government Securities shall be assigned maintained in book entry form with the Federal Reserve Bank of Boston (i.e., TRADES), transferred to and held a book entry account in the possession of, or, name of the Custodian as a participant in the case Federal Reserve Bank of U.S. Boston pursuant to the Account Control Agreement; provided that Government Securities maintained in book entry form with the Federal Reserve Bank i.e., TRADES, transferred to a book entry account in the name of, the Escrow Agent, for the benefit of the Beneficiaries, with such guarantees as are customary, except that U.S. Government Securities maintained in book entry form with the Federal Reserve Bank Boston shall be transferred to a book entry account in the name of the Escrow Agent Custodian at the Federal Reserve Bank of Boston that includes only U.S. Government Securities held by the Escrow Agent Custodian for its customers and segregated by separate recordation in the books and records of the Escrow AgentCustodian. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such instructionswritten instructions or Investment Instructions given hereunder. In the absence of qualifying written instructions or Investment Instructions, as applicable, from the Company that meet the requirements of this Section 2(d)(i)Agreement, the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.. 6

Acceptable Investments. All funds deposited or held in the Escrow Account at any time shall be invested by the Escrow Agent in U.S. Government Securities in accordance with the instructions Initial Instructions annexed hereto as Schedule A (the “Initial Instructions”) and thereafter, if necessary, the Company’s 's written instructions from time to time to the Escrow Agent (unless and until the Escrow Agent shall have received written notice to the contrary from the Trustee, in which case the Escrow Agent shall follow the Trustee’s instructions)Agent; provided, however, that the Company shall only designate investment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the balance of funds held in the Escrow Account, provide for the payment of interest on the outstanding Securities on each Interest Payment Date beginning on and including March April 15, 2006 1998 and through and including the Interest Payment Date on December October 15, 20062000; provided, further, however, that any such written instruction shall specify the particular investment to be made, shall state that such investment is authorized to be made hereby and in particular satisfies the requirements of the preceding proviso and Section 2(d)(v), shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by an Officer of the Company. All U.S. Government Securities shall be assigned to and held in the possession of, or, in the case of U.S. Government Securities maintained in book entry form with the Federal Reserve Bank (i.e., TRADES), transferred to a book entry account in the name of, the Escrow Agent, for the benefit of the BeneficiariesTrustee, with such guarantees as are customary, except that U.S. Government Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of the Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such instructions. In the absence of qualifying written instructions from the Company that meet the requirements of this Section 2(d)(i), the Escrow Agent shall have no obligation to invest funds held in the Escrow Account.