Limitation on Escrow Agent's Responsibilities. The Escrow Agent's sole responsibilities under this Section 2 shall be (A) to retain, or cause the Custodian to retain, possession of Collateral to the extent necessary to obtain a first priority perfected security interest therein (except, however, that the Escrow Agent and the Custodian may surrender possession to the issuer of any Collateral held by it to effect such perfected security interest for the purposes of effecting assignment, crediting interest, reinvesting such security or reducing such security to cash) and to be the registered or designated owner of the Collateral, (B) to follow the Company's written instructions or Investment Instructions, as applicable, given in accordance with Section 2(d)(i), (C) to invest and reinvest funds pursuant to this Section 2(d) and (D) to use reasonable efforts to reduce to cash such Government Securities or Permitted Investments as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (A) above, the Custodian will maintain continuous possession in the State of Massachusetts of Collateral and will cause the Collateral to be registered in the book-entry system of, and transferred to an account of the Custodian at, the Federal Reserve Bank of Boston or, in the case of Permitted Investments, other books and records of the issuer thereof maintained in the State of Massachusetts. Except as provided in Section 6, the Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of the Trustee's security interest in the Collateral and shall not be required to file any instrument, document or notice in any public office at any time or times. In connection with clause (D) above and subject to the following sentence, the Escrow Agent shall not 7 be required to reduce to cash any Government Securities or Permitted Investments to fund any disbursement or payment in accordance with Section 3 in the absence of written instructions signed by an Officer of the Company specifying the particular investment to liquidate. If no such written instructions are received, the Escrow Agent may liquidate, first, the Permitted Investments, and, second, those Government Securities having the lowest interest rate per annum or if none such exist, those having the nearest maturity.
Limitation on Escrow Agent's Responsibilities. (i) Escrow Agent's duties and responsibilities shall be limited to those expressly set forth in this Agreement and are purely ministerial in nature. Escrow Agent shall not be subject to, or obligated to recognize, any other agreement to which the Company, the Trustee, or either of them may be a party. References in this Agreement to any such agreement are for identification and definitional purposes only.
(ii) Escrow Agent shall have no obligation with respect to the Interest Escrow Account other than to follow faithfully instructions contained in this Agreement or delivered to Escrow Agent in accordance with this Agreement. Escrow Agent may rely and act upon any written notice, instruction, direction, request, waiver, consent, receipt, or other paper or document ("INSTRUCTIONS") which it believes in good faith to be genuine and what it purports to be. Escrow Agent shall be subject to no liability with respect to the form, execution, or validity of any such Instruction. The Escrow Agent shall not be liable for verifying the accuracy of any certifications made by the Company in any Payment Notice and Disbursement Request.
(iii) Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for doing anything which, in good faith, it may do or refrain from doing in connection with the Interest Escrow Account, except in each case in the event of Escrow Agent's gross negligence or wilful misconduct.
Limitation on Escrow Agent's Responsibilities. The Escrow Agent's sole responsibilities under this Section 2 shall be (A) to retain, or cause its agent in the State of New York to retain, possession of certificated Eligible Cash Equivalents (except, however, that the Escrow Agent may surrender possession to the issuer of any such Eligible Cash Equivalent for the purpose of effecting assignment, crediting
Limitation on Escrow Agent's Responsibilities. The Escrow --------------------------------------------- Agent's sole responsibilities under this Section 2 shall be (A) to retain possession of certificated Marketable Securities (except, however, that the Escrow Agent may surrender possession to the issuer of any such Marketable Security for the purposes of affecting assignment, crediting interest, or reinvesting such security or reducing such security to cash) and to be the registered or designated owner of Marketable Securities which are not cer tificated, (B) to follow the Company's written instructions given in accordance with Section 2(d)(i) hereof, (C) to invest and reinvest funds pursuant to and in accordance with this Section 2(d) and (D) to use reasonable efforts to reduce to cash such Marketable Securities as may be required to fund any disbursement in accordance with Section 3 hereof. In connection with clause (A) above, the Escrow Agent will maintain continuous possession in the State of New York of certificated Marketable Securities and cash included in the Collateral and will cause uncertificated Marketable Securities to be registered in the book-entry system of, and transferred to an 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.
Limitation on Escrow Agent's Responsibilities. The Escrow Agent's sole responsibilities under this Section 2 shall be (A) to retain possession of certificated U.S. Government Securities (except, however, that the Escrow Agent may surrender possession to the issuer of any such U.S. Government Security for the purposes of effecting assignment, crediting interest, or reinvesting such security or reducing such 6 -6- security to cash) and to be the registered or designated owner of U.S. Government Securities which are not certificated, (B) to follow the Company's written instructions given in accordance with Section 2(d)(i), (C) to invest and reinvest funds pursuant to this Section 2(d) and (D) to use reasonable efforts to reduce to cash such U.S. Government Securities as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (A) above, the Escrow Agent will maintain continuous possession in the jurisdiction of its principal place of business of certificated U.S. Government Securities and cash included in the Collateral and will cause uncertificated U.S. Government Securities to be registered in the book-entry system of, and transferred to an account of the Escrow Agent or a sub-agent of the Escrow Agent at, any Federal Reserve Bank. Except as provided in Section 6, the Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of the Trustee's security interest in the Collateral and shall not be required to file any instrument, document or notice in any public office at any time or times. In connection with clause (D) above and subject to the following sentence, the Escrow Agent shall not be required to reduce to cash any U.S. Government Securities to fund any disbursement or payment in accordance with Section 3 in the absence of written instructions signed by an Officer of the Company specifying the particular investment to liquidate. If no such written instructions are received, the Escrow Agent may liquidate those U.S. Government Securities having the lowest interest rate per annum or if none such exist, those having the nearest maturity.
Limitation on Escrow Agent's Responsibilities. The Escrow Agent's sole responsibilities under this Section 2 shall be (a) to follow the Note Issuers' written instructions given in accordance with Section 2(d)(i) hereof, (B) to invest and reinvest funds pursuant to this Section 2(d) and (C) to use reasonable efforts to reduce to cash such Cash Equivalents as may be required to fund any disbursement in accordance with Section 3 hereof. Except as provided in Section 6, the Escrow Agent shall have no other responsibilities with respect to performing or maintaining the perfection of the Trustee's security interest in the Collateral and shall not be required to file any instrument, document or notice in any public office at any time or times. In connection with clause (C) above and subject to the following sentence, the Escrow Agent shall not be required to reduce to cash any Cash Equivalents to fund any disbursement or payment in accordance with Section 3 in the absence of written instructions signed by an Officer of each Note Issuer specifying the particular investment to liquidate. If no such written instructions are received, the Escrow Agent may liquidate those Cash Equivalents having the lowest interest rate per annum or if none such exist, those having the nearest maturity.
Limitation on Escrow Agent's Responsibilities. The Escrow Agent's sole responsibilities under this Section 2 shall be (A) to retain, or cause its agent in the State of New York to retain, possession of certificated Eligible Cash Equivalents (except, however, that the Escrow Agent may surrender possession of any such Eligible Cash Equivalent to the issuer thereof for the purpose of effecting assignment, crediting interest, or reinvesting such security or reducing such security to cash) and to be the registered or designated owner of Eligible Cash Equivalents which are not certificated, (B) to follow the Issuer's or
Limitation on Escrow Agent's Responsibilities. Escrow --------------------------------------------- Agent's sole responsibilities under this Section 2 shall be (A) to retain possession of funds and to be the registered or designated owner of the Pledged Securities, (B) to follow the Company's written instructions given in accordance with Section 2(d)(i), and (C) to invest and reinvest funds pursuant to this Section 2(d). In connection with clause (A) above, Escrow Agent will maintain continuous possession in the jurisdiction of its principal place of business of funds included in the Escrow Collateral and will cause the Pledged Securities to be registered in the book-entry system of, and transferred to an account of Escrow Agent or a sub-agent of Escrow Agent at, any Federal Reserve Bank. Except as provided in Section 6, Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of the security interest in the Escrow Collateral and shall not be required to file any instrument, document or notice in any public office at any time or times. The provisions of this Section 2(d)(iv) shall be without prejudice to the Escrow Agent's obligations as Securities Intermediary under this Agreement.
Limitation on Escrow Agent's Responsibilities. The Escrow Agent's sole responsibilities under this Section 2 shall be (A) to retain, or cause its agent in the State of New York to retain, possession of certificated Eligible Cash Equivalents (except, however, that the Escrow Agent may surrender possession to the issuer of any such Eligible Cash Equivalent for the purpose of effecting assignment, crediting interest, or reinvesting such security or reducing such security to cash) and to be the registered or designated owner of Eligible Cash Equivalents which are not certificated, (B) to follow the Company's or the applicable Trustee's written instructions, as applicable, given in accordance with Section 2(e)(i), (C) to invest and reinvest funds pursuant to this Section 2(e) and (D) to use reasonable efforts to reduce to cash such Eligible Cash Equivalents as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (i) above, the Escrow Agent will maintain, or cause its agent in the State of New York to maintain, continuous possession in the State of New York of certificated Eligible Cash Equivalents and cash included in the Collateral and will cause uncertificated Eligible Cash Equivalents to be registered in the book-entry system of, and transferred to an account of the Escrow Agent or a sub-agent of the Escrow Agent at, the Federal Reserve Bank of New York. Except as provided in Section 6, the Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of the both Trustees' Liens and security interest in the Collateral and shall not be required
Limitation on Escrow Agent's Responsibilities. The Escrow --------------------------------------------- Agent's sole responsibilities under this Section 2 shall be (A) to retain possession of certificated U.S. Government Securities and to be the registered or designated owner of U.S. Government Securities which are not certificated, if any, (B) to follow the Company's written instructions given in accordance with Section 2(d)(i), (C) to invest and reinvest funds pursuant to this Section 2(d), (D) to maintain possession of, and dominion and control over, the Escrow Account and the funds and U.S. Government Securities therein, unless and until such funds are permitted to be released or disbursed in accordance with the terms of this Agreement and (E) to use reasonable efforts to reduce to cash such U.S. Government Securities as may be required to fund any disbursement or payment in
