Common use of Acceptable Investments Clause in Contracts

Acceptable Investments. All funds deposited in the Accounts ---------------------- shall be initially invested by the Escrow Agent in cash items (including, without limitation, interest bearing deposit accounts) and Marketable Securities in accordance with the Company's written instructions to the Escrow Agent. Upon the deposit of funds in the Escrow Account or the Refinancing Account, as the case may be, a book entry shall indicate that a "financial asset" as defined in Article 8-102 of the UCC has been credited to the Escrow Account or the Refinancing Account, as the case may be, or the Escrow Agent shall accept such financial asset for credit to the Escrow Account or the Refinancing Account, as the case may be. Thereafter, the Escrow Agent shall invest all funds (including proceeds of any such investments at maturity and interest earned and dividends paid on any such investments) in the Accounts in cash items or Marketable Securities designated by the Company in writing from time to time and shall credit such financial assets in accordance with the immediately preceding sentence. All Marketable Securities shall be assigned to and held in the possession of the Escrow Agent for the exclusive benefit of the Indenture Trustee, or, in the case of Marketable Securities maintained in book entry form with the Federal Reserve Bank, transferred to a book entry account in the name of The Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee (subject to Section 3 and Section 5), with such guarantees as are customary, except that Marketable Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of The Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee, at the Federal Reserve Bank that includes only Marketable Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent, subject to the provisions of Section 5 hereof.

Acceptable Investments. All funds deposited or held in the Accounts ---------------------- Escrow Account at any time shall be initially invested by the Escrow Agent in cash items (including, without limitation, interest bearing deposit accounts) and Marketable Securities Cash Equivalents in accordance with the Company's written instructions from time to time to Escrow Agent; provided, however, that (1) Company shall only designate investment of funds in Cash Equivalents maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the Escrow Agent. Upon the deposit 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 February 15, 1998 and through and including the Interest Payment Date on August 15, 1999 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 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 Company. Escrow Agent shall have no responsibility for determining whether funds held in the Escrow Account or the Refinancing Account, shall have been invested in such a manner so as the case may be, a book entry shall indicate that a "financial asset" as defined in Article 8-102 of the UCC has been credited to the Escrow Account or the Refinancing Account, as the case may be, or the Escrow Agent shall accept such financial asset for credit to the Escrow Account or the Refinancing Account, as the case may be. Thereafter, the Escrow Agent shall invest all funds (including proceeds of any such investments at maturity and interest earned and dividends paid on any such investments) in the Accounts in cash items or Marketable Securities designated by the Company in writing from time to time and shall credit such financial assets in accordance comply with the immediately preceding sentencerequirements of this clause (i). All Marketable Securities Cash Equivalents shall be assigned to and held in the possession of the Escrow Agent for the exclusive benefit of the Indenture Trusteeof, or, in the case of Marketable Securities Cash Equivalents maintained in book entry form with the Federal Reserve BankBank (i.e., TRADES), transferred to a book entry account in the name of The Bank of New York Escrow Agent for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee (subject to Section 3 and Section 5)Beneficiaries, with such guarantees as are customary, except that Marketable Securities Cash Equivalents maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of The Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee, at the Federal Reserve Bank that includes only Marketable Securities Cash Equivalents held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of Escrow Agent. 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 instructions from Company that meet the requirements of this Section 2(d)(i), Escrow Agent shall have no obligation to invest funds held in the Escrow Agent, subject to the provisions of Section 5 hereof.Account. 6

Acceptable Investments. All funds deposited or held in the Accounts ---------------------- Escrow Account at any time shall be initially invested by the Escrow Agent in cash items (including, without limitation, interest bearing deposit accounts) and Marketable 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 4 -4- from time to time to the Escrow Agent. Upon ; provided, however, that the deposit 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 or the Refinancing Account, as provide for the case may bepayment of interest on the outstanding Securities on each Interest Payment Date beginning on and including January 1, a book entry 1999 and through and including the Interest Payment Date on July 1, 1999, provided, further, however, that any such written instruction shall indicate specify the particular investment to be made, shall state that a "financial asset" as defined such investment is authorized to be made hereby and in Article 8-102 particular satisfies the requirements of the UCC has been credited preceding proviso and Section 2(d)(v), shall contain the certification referred to the Escrow Account or the Refinancing Accountin Section 2(d)(ii), as the case may beif required, or the Escrow Agent shall accept such financial asset for credit to the Escrow Account or the Refinancing Account, as the case may be. Thereafter, the Escrow Agent shall invest all funds (including proceeds of any such investments at maturity and interest earned and dividends paid on any such investments) in the Accounts in cash items or Marketable Securities designated by the Company in writing from time to time and shall credit such financial assets in accordance with be executed by an Officer of the immediately preceding sentenceCompany. All Marketable U.S. Government Securities shall be assigned to and held in the possession of the Escrow Agent for the exclusive benefit of the Indenture Trusteeof, or, in the case of Marketable U.S. Government Securities maintained in book entry form with the Federal Reserve BankBank (i.e., TRADES), transferred to a book entry account in the name of The Bank of New York of, the Escrow Agent, for the benefit of the Escrow Agent, to be held by Beneficiaries and the Escrow Agent for the exclusive benefit of the Indenture Trustee (subject to Section 3 and Section 5)Existing Beneficiaries, with such guarantees as are customary, except that Marketable 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 Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee, at the Federal Reserve Bank that includes only Marketable 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), subject the Escrow Agent shall have no obligation to invest funds held in the provisions of Section 5 hereofEscrow Account.

Acceptable Investments. All funds Funds deposited in the Accounts ---------------------- Escrow Account (including proceeds of any Temporary Cash Investments at maturity and interest and other earnings paid on any such investments) shall be initially invested by the Escrow Agent in cash items (including, without limitation, interest bearing deposit accounts) and Marketable Securities Temporary Cash Investments in accordance with the Company's written instructions to Escrow Agent accompanied by a certification of the Company that such investments are in accordance with the terms of this paragraph. The Company shall so instruct Escrow Agent in a manner such that the Company in its sole discretion determines at such time is in accordance with the Indenture and will generate sufficient funds available without any further deposit by the Company of funds or securities into the Escrow Agent. Upon Account (other than the deposit reinvestment of funds in the Escrow Account form of cash or Temporary Cash Investments as Temporary Cash Investments mature) to cover all interest due on the Refinancing Accountoutstanding Notes, as such interest becomes due, for each Interest Payment Date occurring from the case may be, a book entry shall indicate that a "financial asset" as defined in Article 8-102 of Closing Date and ending on (and including) the UCC has been credited to the fourth such Interest Payment Date. Any Temporary Cash Investments constituting Escrow Account or the Refinancing Account, as the case may be, or the Escrow Agent shall accept such financial asset for credit to the Escrow Account or the Refinancing Account, as the case may be. Thereafter, the Escrow Agent shall invest all funds (including proceeds of any such investments at maturity and interest earned and dividends paid on any such investments) in the Accounts in cash items or Marketable Securities designated by the Company in writing from time to time and shall credit such financial assets in accordance with the immediately preceding sentence. All Marketable Securities shall be assigned to and held in the possession of the Escrow Agent for the exclusive benefit of the Indenture Trustee, or, in the case of Marketable Securities Collateral maintained in book entry form with the Federal Reserve Bank, transferred to a book entry account in the name of The Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee (subject to Section 3 and Section 5), with such guarantees as are customary, except that Marketable Securities maintained in book entry form with the Federal Reserve Bank shall be transferred to a book book-entry account in the name of The Bank of New York Escrow Agent, for the benefit of the Trustee for the ratable benefit of the holders of the Notes, (subject to Sections 3 and Section 5 hereof). 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 the second sentence of this clause (i) or the Indenture, and shall have no responsibility for, and the Company indemnifies and holds harmless Escrow Agent, its officers, directors, agents and employees from any liability in connection with, any gain or loss on any investment made pursuant to be held by this clause (i) or the lack of sufficient funds available in the Escrow Agent for the exclusive benefit of the Indenture Trustee, at the Federal Reserve Bank that includes only Marketable Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent, subject Account to the provisions of Section 5 hereofcover all interest or other amounts due on any Interest Payment Date or otherwise.

Acceptable Investments. All The funds deposited in the Accounts ---------------------- Escrow Account on the date hereof shall be initially invested by the Escrow Agent in cash items the Collateral described in Schedule I. All other funds deposited or held in the Escrow Account at any time shall be invested by Escrow Agent in U.S. Government Securities in accordance with Trustee's written instructions from time to time to Escrow Agent; provided, that Trustee's written instructions to Escrow Agent shall be satisfied by delivery by Trustee to Escrow Agent of written investment designations of the Company and so long as (including1) the Company shall only designate investments of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient to, without limitationwhen added to the balance of funds held in the Escrow Account, provide for the payment of interest bearing deposit accountson the outstanding Securities on each of the first six scheduled Interest Payment Dates under the Indenture 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 Marketable Securities in particular satisfies the requirements of the preceding 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. Neither Escrow Agent nor Trustee shall have any responsibility for determining whether Collateral held in the Escrow Account in accordance with the Company's written instructions to the Escrow Agent. Upon the deposit of funds in the Escrow Account or the Refinancing Account, as the case may be, a book entry shall indicate that a "financial asset" as defined in Article 8-102 of the UCC has been credited to the Escrow Account or the Refinancing Account, as the case may be, or the Escrow Agent shall accept such financial asset for credit to the Escrow Account or the Refinancing Account, as the case may be. Thereafter, the Escrow Agent shall invest all funds (including proceeds of any such investments at maturity and interest earned and dividends paid on any such investments) in the Accounts in cash items or Marketable Securities designated by the Company in writing from time to time and shall credit such financial assets in accordance instruction complies with the immediately preceding sentencerequirements of this clause (i). All Marketable U.S. Government Securities shall be assigned to and held in the possession of the Escrow Agent for the exclusive benefit of Trustee for the ratable benefit of the Indenture Trustee, or, in the case of Marketable Securities maintained in book entry form with the Federal Reserve Bank, transferred to a book entry account in the name of The Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee (subject to Section 3 and Section 5)Beneficiaries, with such guarantees as are customary, except that Marketable U.S. Government Securities maintained in book entry form with the a Federal Reserve Bank shall be transferred to a book entry account in the name of The Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee, at the Federal Reserve Bank that includes only Marketable U.S. Government Securities held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of Escrow Agent. 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 instructions from Trustee that meet the requirements of this Section 2(d)(i), Escrow Agent shall have no obligation to invest funds held in the Escrow Agent, subject to the provisions of Section 5 hereofAccount.

Acceptable Investments. All funds deposited or held in the Accounts ---------------------- Escrow Account at any time shall be initially invested by the Escrow Agent in cash items (including, without limitation, interest bearing deposit accounts) and Marketable Securities Cash Equivalents in accordance with the Company's written instructions from time to time to Escrow Agent; provided, however, that (1) Company shall only designate investment of funds in Cash Equivalents maturing in an amount sufficient to and/or generating interest income sufficient to, when added to the Escrow Agent. Upon the deposit 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 [ ], 1998 and through and including the Interest Payment Date on [ ], 1999 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 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 Company. Escrow Agent shall have no responsibility for determining whether funds held in the Escrow Account or the Refinancing Account, shall have been invested in such a manner so as the case may be, a book entry shall indicate that a "financial asset" as defined in Article 8-102 of the UCC has been credited to the Escrow Account or the Refinancing Account, as the case may be, or the Escrow Agent shall accept such financial asset for credit to the Escrow Account or the Refinancing Account, as the case may be. Thereafter, the Escrow Agent shall invest all funds (including proceeds of any such investments at maturity and interest earned and dividends paid on any such investments) in the Accounts in cash items or Marketable Securities designated by the Company in writing from time to time and shall credit such financial assets in accordance comply with the immediately preceding sentencerequirements of this clause (i). All Marketable Securities Cash Equivalents shall be assigned to and held in the possession of the Escrow Agent for the exclusive benefit of the Indenture Trusteeof, or, in the case of Marketable Securities Cash Equivalents maintained in book entry form with the Federal Reserve BankBank (i.e., TRADES), transferred to a book entry account in the name of The Bank of New York Escrow Agent for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee (subject to Section 3 and Section 5)Beneficiaries, with such guarantees as are customary, except that Marketable Securities Cash Equivalents maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of The Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee, at the Federal Reserve Bank that includes only Marketable Securities Cash Equivalents held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of Escrow Agent. 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 instructions from Company that meet the requirements of this Section 2(d)(i), Escrow Agent shall have no obligation to invest funds held in the Escrow Agent, subject to the provisions of Section 5 hereofAccount.

Acceptable Investments. All funds deposited or held in the Accounts ---------------------- Escrow Account at any time shall be initially invested by the Escrow Agent in cash items (including, without limitation, interest bearing deposit accounts) and Marketable Securities Temporary Cash Investments in accordance with the Company's written instructions from time to time to the Escrow Agent. Upon ; provided, however, that -------- ------- the deposit Company shall only designate Temporary Cash Investments generating interest income which the Company reasonably determines at such times is sufficient to, when added to the Escrow Account, provide for the payment of interest on the outstanding Notes on each Interest Payment Date beginning on and including February 15, 1997, and through and including the Interest Payment Date on August 15, 1998; 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, shall contain the certification referred to in Section 2(d)(ii), if required, and shall be executed by any officer of the Company, provided, further, however, that in no event shall the Escrow Agent have -------- ------- ------- an independent obligation to invest the funds deposited or held in the Escrow Account or at any time absent written instructions from the Refinancing Account, as the case may be, a book entry shall indicate that a "financial asset" as defined in Article 8-102 of the UCC has been credited to the Escrow Account or the Refinancing Account, as the case may be, or the Escrow Agent shall accept such financial asset for credit to the Escrow Account or the Refinancing Account, as the case may be. Thereafter, the Escrow Agent shall invest all funds (including proceeds of any such investments at maturity and interest earned and dividends paid on any such investments) in the Accounts in cash items or Marketable Securities designated by the Company in writing from time to time and shall credit such financial assets in accordance with the immediately preceding sentenceCompany. All Marketable Securities Temporary Cash Investments shall be assigned to and held in the possession of the Escrow Agent for the exclusive benefit of the Indenture Trusteeof, or, in the case of Marketable Securities Temporary Cash Investments maintained in book entry form with the Federal Reserve Bank, transferred to a book entry account in the name of, the Escrow Agent, for the ratable benefit of The Bank of New York the Trustee for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit holders of the Indenture Trustee (subject to Section 3 and Section 5)Notes, with such guarantees as are customary, except that Marketable Securities Temporary Cash Investments maintained in book entry form with the Federal Reserve Bank shall be transferred to a book entry account in the name of The Bank of New York for the benefit of the Escrow Agent, to be held by the Escrow Agent for the exclusive benefit of the Indenture Trustee, at the Federal Reserve Bank that includes only Marketable Securities Temporary Cash Investments held by the Escrow Agent for its customers and segregated by separate recordation in the books and records of the Escrow Agent, subject to the provisions of Section 5 hereof.