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 Company’s written instructions from time to time to the Escrow 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 cash interest on the outstanding Securities on the Interest Payment Date beginning on and including [ ], [ ] and through and including the Interest Payment Date on [ ], [ ]; 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 1(b)(ii), and shall be executed by any officer of the Company; provided, further, however, that the Company may from time to time substitute additional funds consisting of cash or Cash Equivalents for some or all of the U.S. Government Securities then contained in the Escrow Account provided that (i) the cash or Cash Equivalents have a fair market value equal to or greater than the U.S. Government Securities so replaced, (ii) the Company provides the certification required by Section 1(b)(ii) and certifies that the foregoing clause (i) has been complied with and provides an Opinion of Counsel, dated the date of the replacement, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended, and shall otherwise comply with the Indenture and (iii) the cash and Cash Equivalents are promptly invested in U.S. Government Securities in accordance with this Section 1(b)(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, transferred to a book-entry account in the name of the Escrow Agent, for the benefit of the Trustee and the ratable benefit of the Secured Parties, 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. As used herein, “U.S. Government Securities” shall mean securities that are (a) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) the payment of which the full faith and credit of the United States of America is pledged, (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or (c) obligations of a Person the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are not callable or redeemable at the issuer’s option, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. The Escrow Agent shall not have any responsibility or liability for any loss which may result from any investment made pursuant to this Agreement, or for any loss resulting from the sale of such investment. The Company acknowledges that the Escrow Agent is not providing investment supervision, recommendations, or advice. Investments will be made promptly following the availability of such funds to the Escrow Agent taking into consideration the regulations and requirements (including investment cut-off times) of the Federal Reserve wire system, any investment provider and the Escrow Agent.

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 Company’s 's written instructions from time to time to the Escrow 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 cash interest on the outstanding Securities on the each Interest Payment Date beginning on and including [ ]June 1, [ ] 2000 and through and including the Interest Payment Date on [ ]June 1, [ ]; provided2001, furtherand, howeverand the Company shall designate, and hereby designates, that all cash which may from time to time be placed or deposited in or credited, transferred or delivered to such Escrow Account, be invested as promptly as and to the fullest extent practicable in Government Securities 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 1(b)(ii2(d)(ii), if required, and shall be executed by any officer an Officer of the Company; provided, further, however, that the Company may from time to time substitute additional . Escrow Agent shall have no responsibility for determining whether funds consisting of cash or Cash Equivalents for some or all of the U.S. Government Securities then contained held in the Escrow Account provided that (i) shall have been invested in such a manner so as to comply with the cash or Cash Equivalents have a fair market value equal to or greater than the U.S. Government Securities so replaced, (ii) the Company provides the certification required by Section 1(b)(ii) and certifies that the foregoing requirements of this clause (i) has been complied with and provides an Opinion of Counsel, dated the date of the replacement, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended, and shall otherwise comply with the Indenture and (iii) the cash and Cash Equivalents are promptly invested in U.S. Government Securities in accordance with this Section 1(b)(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-book entry form with the Federal Reserve BankBank (i.e., TRADES), transferred to a book-book entry account in the name of the Escrow Agent, Agent for the benefit of the Trustee and the ratable benefit of the Secured PartiesBeneficiaries, with such guarantees as are customary, 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. As used herein, “U.S. Government Securities” shall mean securities that are (a) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) the payment of which the full faith and credit of the United States of America is pledged, (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or (c) obligations of a Person the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are not callable or redeemable at the issuer’s option, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. The Escrow Agent shall not have be liable for losses on any responsibility or liability for any loss which may result from any investment investments made by it pursuant to this Agreement, or for any loss resulting and in compliance with such written instructions. In the absence of instructions from the sale Company that meet the requirements of such investment. The Company acknowledges that this Section 2(d)(i), Escrow Agent shall have no obligation to invest funds held in the Escrow Agent is not providing investment supervision, recommendations, or advice. Investments will be made promptly following the availability of such funds to the Escrow Agent taking into consideration the regulations and requirements (including investment cut-off times) of the Federal Reserve wire system, any investment provider and the Escrow AgentAccount.

Acceptable Investments. All funds Funds deposited or held in the Interest Escrow Account (including proceeds of any U.S. Government Securities at maturity and interest and other earnings paid on any time such investments) shall be invested by the Escrow Agent in U.S. Government Securities or temporarily in Cash Equivalents of the type referred to in clauses (ii) and (iv) of the definition of Cash Equivalents in the Indenture, in accordance with the Company’s 's written instructions from time to time to the Escrow Agent; provided, however, 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 the Escrow Agent in a manner such that the Company shall only designate investment 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 Interest Escrow Account (other than the reinvestment of funds in U.S. Government Securities maturing in an amount sufficient to and/or generating interest income sufficient toSecurities, when added to the balance of Cash Equivalents permitted herein and funds held in the Escrow Account, provide for the payment form of cash as U.S. Government Securities mature) to cover all interest due on the outstanding Securities on the Notes, as such interest becomes due, for each Interest Payment Date beginning occurring from the Issue Date and ending on (and including [ ], [ ] and through and including including) the fifth such Interest Payment Date on [ ], [ ]; 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 1(b)(ii), and shall be executed by any officer of the Company; provided, further, however, that the Company may from time to time substitute additional funds consisting of cash or Cash Equivalents for some or all of the Date. Any U.S. Government Securities then contained in the Escrow Account provided that (i) the cash or Cash Equivalents have a fair market value equal to or greater than the U.S. Government Securities so replaced, (ii) the Company provides the certification required by Section 1(b)(ii) and certifies that the foregoing clause (i) has been complied with and provides an Opinion of Counsel, dated the date of the replacement, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended, and shall otherwise comply with the Indenture and (iii) the cash and Cash Equivalents are promptly invested in U.S. Government Securities in accordance with this Section 1(b)(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 constituting Collateral maintained in book-entry form with the Federal Reserve Bank, Bank shall be transferred to a book-entry account in the name of the Escrow Agent, for the benefit of the Trustee and for the ratable benefit of the Secured Parties, 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 holders 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. As used herein, “U.S. Government Securities” shall mean securities that are (a) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) the payment of which the full faith and credit of the United States of America is pledgedNotes, (b) obligations of a Person controlled or supervised by subject to Section 3 and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or (c) obligations of a Person the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are not callable or redeemable at the issuer’s option, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act5), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. The Escrow Agent shall not have no responsibility for determining whether funds held in the Interest 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 the Escrow Agent from any responsibility liability in connection with, any gain or liability for any loss which may result from on any investment made pursuant to this Agreement, clause (i) or for the lack of sufficient funds available in the Interest Escrow Account to cover all interest or other amounts due on any loss resulting from the sale of such investment. The Company acknowledges that the Escrow Agent is not providing investment supervision, recommendations, Interest Payment Date or advice. Investments will be made promptly following the availability of such funds to the Escrow Agent taking into consideration the regulations and requirements (including investment cut-off times) of the Federal Reserve wire system, any investment provider and the Escrow Agentotherwise.

Acceptable Investments. All funds deposited or held in the Escrow ---------------------- Account at any time shall be invested by the Loan Escrow Agent in U.S. Government Securities (as defined below) in accordance with the Company’s 's written instructions from time to time to the Loan Escrow 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 cash interest on the outstanding Securities Term Loan on the Interest Payment Date beginning on and including [ ]October 2, [ ] 2001 and through and including the Interest Payment Date on [ ]July 2, [ ]2003; 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 1(b)(ii1(c)(ii), and shall be executed by any officer of the Company; provided, further, however, that -------- ------- ------- the Company may from time to time substitute additional funds consisting of cash or Cash Equivalents for some or all of the U.S. Government Securities then contained in the Escrow Account provided that (i) the cash or Cash Equivalents have a fair market value equal to or greater than the U.S. Government Securities so replaced, (ii) the Company provides the certification required by Section 1(b)(ii1(c)(ii) and certifies that the foregoing clause (i) has been complied with and provides an Opinion of Counsel, dated the date of the replacement, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended, and shall otherwise comply with the Indenture and (iii) the cash and Cash Equivalents are promptly invested in U.S. Government Securities in accordance with this Section 1(b)(i1(c)(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, transferred to a book-entry account in the name of the Loan Escrow Agent, for the benefit of the Trustee Term Loan Collateral Agent and the ratable benefit of the Term Loan Secured Parties, 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 Loan Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Loan Escrow Agent for its customers and segregated by separate recordation in the books and records of the Loan Escrow Agent. As used herein, “U.S. Government Securities” Securities shall mean securities that are (a) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) the payment of which the full faith and credit of the United States of America is pledged, (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or (c) obligations of a Person the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are not callable or redeemable at the issuer’s 's option, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. The Escrow Agent shall not have any responsibility or liability for any loss which may result from any investment made pursuant to this Agreement, or for any loss resulting from the sale of such investment. The Company acknowledges that the Escrow Agent is not providing investment supervision, recommendations, or advice. Investments will be made promptly following the availability of such funds to the Escrow Agent taking into consideration the regulations and requirements (including investment cut-off times) of the Federal Reserve wire system, any investment provider and the Escrow Agent.

Acceptable Investments. All funds deposited or held in the Escrow ---------------------- Account at any time shall be invested by the Indenture Escrow Agent in U.S. Government Securities (as defined below) in accordance with the Company’s 's written instructions from time to time to the Indenture Escrow 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 cash interest on the outstanding Securities on the Interest Payment Date beginning on and including [ ]January 15, [ ] 2002 and through and including the Interest Payment Date on [ ]July 15, [ ]2003; 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 1(b)(ii), and shall be executed by any officer of the Company; provided, further, however, that the Company may from time -------- ------- ------- to time substitute additional funds consisting of cash or Cash Equivalents for some or all of the U.S. Government Securities then contained in the Escrow Account provided that (i) the cash or Cash Equivalents have a fair market value equal to or greater than the U.S. Government Securities so replaced, (ii) the Company provides the certification required by Section 1(b)(ii) and certifies that the foregoing clause (i) has been complied with and provides an Opinion of Counsel, dated the date of the replacement, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended, and shall otherwise comply with the Indenture and (iii) the cash and Cash Equivalents are promptly invested in U.S. Government Securities in accordance with this Section 1(b)(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, transferred to a book-entry account in the name of the Indenture Escrow Agent, for the benefit of the Trustee and the ratable benefit of the Indenture Secured Parties, 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 Indenture Escrow Agent at the Federal Reserve Bank that includes only U.S. Government Securities held by the Indenture Escrow Agent for its customers and segregated by separate recordation in the books and records of the Indenture Escrow Agent. As used herein, “U.S. Government Securities” Securities shall mean securities that are (a) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) the payment of which the full faith and credit of the United States of America is pledged, (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or (c) obligations of a Person the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are not callable or redeemable at the issuer’s 's option, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. The Escrow Agent shall not have any responsibility or liability for any loss which may result from any investment made pursuant to this Agreement, or for any loss resulting from the sale of such investment. The Company acknowledges that the Escrow Agent is not providing investment supervision, recommendations, or advice. Investments will be made promptly following the availability of such funds to the Escrow Agent taking into consideration the regulations and requirements (including investment cut-off times) of the Federal Reserve wire system, any investment provider and the Escrow Agent.