Common use of Limitation on Escrow Agent's Responsibilities Clause in Contracts

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 Leasing 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 both Trustees' Liens and 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, the Escrow Agent shall not be required to reduce to cash any Eligible Cash Equivalents to fund any disbursement or payment in accordance with Section 3 in the absence of written instructions signed by an officer of the Leasing Company specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trustee. If no such written instructions are received, the Escrow Agent shall liquidate those Eligible Cash Equivalents having the lowest interest rate per annum, regardless of maturity, or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.

Limitation on Escrow Agent's Responsibilities. The Escrow Agent's ’s sole responsibilities under this Section 2 1(b) shall be (A) to retain, or cause its agent in the State of New York to retain, 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) U.S. Government Securities and to be the registered or designated owner of Eligible Cash Equivalents U.S. Government Securities which are not certificated, if any, (B) to follow the Leasing Company's or the applicable Trustee's ’s written instructions, as applicable, instructions given in accordance with Section 2(e)(i1(b)(i), (C) to invest and reinvest funds pursuant to this Section 2(e) and 1(b), (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 commercially reasonable efforts to reduce to cash such Eligible Cash Equivalents U.S. Government Securities as may be required to fund any disbursement or payment in accordance with Section 31(a)(A) or Section 11. In connection with clause (iA) above, the Escrow Agent will maintain, or cause its agent in the State of New York to maintain, maintain continuous possession in the State of New York of certificated Eligible Cash Equivalents U.S. Government Securities and cash included in the Collateral and will cause uncertificated Eligible Cash Equivalents U.S. Government Securities, if any, 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 6Sections 6 and 7, the Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of both Trustees' Liens and 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 (DE) above, and subject to the following sentence and except as otherwise provided in Section 11, the Escrow Agent shall not be required to reduce to cash any Eligible Cash Equivalents U.S. Government Securities to fund any disbursement or payment in accordance with Section 3 1(a)(A) or Section 11 in the absence of written instructions signed by an officer of the Leasing Company specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trusteeliquidate. If no such written instructions are received, the Escrow Agent shall liquidate those Eligible Cash Equivalents U.S. Government Securities having the lowest interest rate per annum, regardless of maturity, annum or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.

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, retain possession of certificated Eligible Cash Equivalents U.S. Government Securities (except, however, that the Escrow Agent may surrender possession to the issuer of any such Eligible Cash Equivalent U.S. Government Securities for the purpose purposes 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 the Pledged Securities and any U.S. Government Securities which are not certificated, (B) to follow the Leasing Company's or the applicable Trustee's written instructions, as applicable, instructions given in accordance with Section 2(e)(i2(d)(i), (C) to invest and reinvest funds Escrow Funds pursuant to this Section 2(e2(d) and (D) to use reasonable efforts to reduce to cash such Eligible Cash Equivalents U.S. Government Securities as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (iA) above, the Escrow Agent will maintain, or cause its agent in the State of New York to maintain, maintain continuous possession in the State of New York of certificated Eligible Cash Equivalents U.S. Government Securities and cash included in the Collateral and will cause the Pledged Securities and any uncertificated Eligible Cash Equivalents 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, the any Federal Reserve Bank of New YorkBank. Except as provided in Section 6, the Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of both Trustees' Liens and the 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) aboveabove and subject to the following sentence, the Escrow Agent shall not be required to reduce to cash any Eligible Cash Equivalents 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 Officer of the Leasing Company specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trusteeliquidate. If no such written instructions are received, the Escrow Agent shall may liquidate those Eligible Cash Equivalents U.S. Government Securities having the lowest interest rate per annum, regardless of maturity, annum or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.

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, retain possession of certificated Eligible Temporary Cash Equivalents Investments (except, however, that the Escrow Agent may surrender possession to the issuer of any such Eligible Cash Equivalent security 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 Temporary Cash Equivalents Investments which are not certificated, (B) to follow the Leasing Company's or the applicable Trustee's written instructions, as applicable, instructions given in accordance with Section 2(e)(i2(d)(i), (C) to invest and reinvest funds pursuant to this Section 2(e2(d) and (D) to use reasonable efforts to reduce to cash such Eligible Temporary Cash Equivalents Investments as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (iA) above, the Escrow Agent will maintain, or cause its agent in the State of New York to maintain, maintain continuous possession in the State of New York of certificated Eligible Temporary Cash Equivalents Investments and cash included in the Collateral and will cause uncertificated Eligible Temporary Cash Equivalents Investments 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 both Trustees' Liens and 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, and (E) to keep accurate and detailed records of all investments, receipts, disbursements and other transactions involving the Escrow Account. In connection with clause (D) above, above the Escrow Agent shall not be required to reduce to cash any Eligible Temporary Cash Equivalents Investments to fund any disbursement or payment in accordance with Section 3 in the absence of written instructions signed by an officer of the Leasing Company specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trusteeliquidate. If no such written instructions are received, the Escrow Agent shall liquidate those Eligible Temporary Cash Equivalents Investments having the lowest interest rate per annum, regardless of maturity, or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.

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, retain possession of certificated Eligible Cash Equivalents U.S. Government Securities (except, however, that the Escrow Agent may surrender possession to the issuer of any such Eligible Cash Equivalent U.S. Government Securities for the purpose purposes 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 the Pledged Securities and any U.S. Government Securities which are not certificated, (B) to follow the Leasing Company's or the applicable Trustee's written instructions, as applicable, instructions given in accordance with Section 2(e)(i2(d)(i), (C) to invest and reinvest funds pursuant to this Section 2(e2(d) and (D) to use reasonable efforts to reduce to cash such Eligible Cash Equivalents U.S. Government Securities as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (iA) above, the Escrow Agent will maintain, or cause its agent in the State of New York to maintain, maintain continuous possession in the State jurisdiction of New York its principal place of business of certificated Eligible Cash Equivalents U.S. Government Securities and cash included in the Collateral and will cause the Pledged Securities and any uncertificated Eligible Cash Equivalents U.S. Government Securities to be registered in the book-book- entry system of, and transferred to an account of the Escrow Agent or a sub-sub- agent of the Escrow Agent at, the any Federal Reserve Bank of New YorkBank. Except as provided in Section 6, the Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of both Trustees' Liens and the 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) aboveabove and subject to the following sentence, the Escrow Agent shall not be required to reduce to cash any Eligible Cash Equivalents 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 Officer of the Leasing Company specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trusteeliquidate. If no such written instructions are received, the Escrow Agent shall may liquidate those Eligible Cash Equivalents U.S. Government Securities having the lowest interest rate per annum, regardless of maturity, annum or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.

Limitation on Escrow Agent's Responsibilities. The Escrow Agent's ’s sole responsibilities under this Section 2 shall be (A) to retain, or cause its agent in the State of New York to retain, retain possession of certificated Eligible Cash Equivalents U.S. Government Securities (except, however, that the Escrow Agent may surrender possession to the issuer of any such Eligible Cash Equivalent U.S. Government Security for the purpose purposes 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 U.S. Government Securities which are not certificated, ; (B) to follow the Leasing Company's or the applicable Trustee's ’s written instructions, as applicable, instructions given in accordance with Section 2(e)(i2(d)(i) (or the Trustee’s written instructions, if the Trustee shall have notified the Escrow Agent that the Company’s authority to give such instructions is revoked), ; (C) to invest and reinvest funds pursuant to this Section 2(e) 2(d); and (D) to use reasonable efforts to reduce to cash such Eligible Cash Equivalents U.S. Government Securities as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (iA) above, the Escrow Agent will maintain, or cause its agent in the State of New York to maintain, maintain continuous possession in the State of New York of certificated Eligible Cash Equivalents U.S. Government Securities and cash included in the Collateral and will cause uncertificated Eligible Cash Equivalents 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, 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 both Trustees' Liens and 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) aboveabove and subject to the following sentence, the Escrow Agent shall not be required to reduce to cash any Eligible Cash Equivalents 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 Officer of the Leasing Company (or the Trustee’s written instructions, if the Trustee shall have notified the Escrow Agent that the Company’s authority to give such instructions is revoked) specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trusteeliquidate. If no such written instructions are received, the Escrow Agent shall may liquidate those Eligible Cash Equivalents U.S. Government Securities having the lowest interest rate per annumannum or, regardless of maturity, or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.

Limitation on Escrow Agent's Responsibilities. The Escrow Agent's ’s sole responsibilities under this Section 2 1(c) shall be (A) to retain, or cause its agent in the State of New York to retain, 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 Government Securities and to be the registered or designated owner of Eligible Cash Equivalents or Government Securities which are not certificated, if any, (B) to follow the Leasing Company's or the applicable Trustee's ’s written instructions, as applicable, instructions given in accordance with Section 2(e)(iSections 1(c)(i) and 1(c)(iii) (provided no Notice of Exclusive Control has been previously delivered to the Escrow Agent), (C) to invest and reinvest funds pursuant to this Section 2(e) and 1(c), (D) to maintain possession of, and dominion and control over, the Escrow Account and the funds, Cash Equivalents and 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 commercially reasonable efforts to reduce to cash such Eligible Cash Equivalents and Government Securities as may be required to fund any disbursement or payment in accordance with Section 311. In connection with clause (iA) above, the Escrow Agent will maintain, or cause its agent in the State of New York to maintain, maintain continuous possession in the State of New York of certificated Eligible Cash Equivalents and Government Securities and cash included in the Collateral and will cause uncertificated Eligible Cash Equivalents and Government Securities, if any, 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 6Sections 6 and 7, the Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of both Trustees' Liens and 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 (DE) above, and subject to the following sentence and except as otherwise provided in Section 11, the Escrow Agent shall not be required to reduce to cash any Eligible Cash Equivalents or Government Securities to fund any disbursement or payment in accordance with Section 3 11 in the absence of written instructions signed by an officer of the Leasing Company specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trusteeliquidate. If no such written instructions are received, the Escrow Agent shall liquidate those Eligible Cash Equivalents and/or Government Securities having the lowest interest rate per annum, regardless of maturity, annum or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.

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, retain possession of certificated Eligible Cash Equivalents U.S. Government Securities (except, however, that the Escrow Agent may surrender possession to the issuer of any such Eligible Cash Equivalent U.S. Government Security for the purpose 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 Eligible Cash Equivalents U.S. Government Securities which are not certificated, (B) to follow the Leasing Company's or the applicable Trustee's written instructions, as applicable, instructions given in accordance with Section 2(e)(i2(d)(i), (C) to invest and reinvest funds pursuant to this Section 2(e2(d) and (D) to use reasonable efforts to reduce to cash such Eligible Cash Equivalents U.S. Government Securities as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (iA) above, the Escrow Agent will maintain, or cause its agent in the State of New York to maintain, maintain continuous possession in the State jurisdiction of New York its principal place of business of certificated Eligible Cash Equivalents U.S. Government Securities and cash included in the Collateral and will cause uncertificated Eligible Cash Equivalents 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, the any Federal Reserve Bank of New YorkBank. Except as provided in Section 6, the Escrow Agent shall have no other responsibilities with respect to perfecting or maintaining the perfection of both Trustees' Liens and 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) aboveabove and subject to the following sentence, the Escrow Agent shall not be required to reduce to cash any Eligible Cash Equivalents 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 Officer of the Leasing Company specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trusteeliquidate. If no such written instructions are received, the Escrow Agent shall may liquidate those Eligible Cash Equivalents U.S. Government Securities having the lowest interest rate per annum, regardless of maturity, annum or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.

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 Custodian to retain, possession of certificated Eligible Cash Equivalents 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 Eligible Cash Equivalent perfected security interest for the purpose purposes 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 certificatedthe Collateral, (B) to follow the Leasing Company's written instructions or the applicable Trustee's written instructionsInvestment Instructions, as applicable, given in accordance with Section 2(e)(i2(d)(i), (C) to invest and reinvest funds pursuant to this Section 2(e2(d) and (D) to use reasonable efforts to reduce to cash such Eligible Cash Equivalents Government Securities or Permitted Investments as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (iA) above, the Escrow Agent Custodian will maintain, or cause its agent in the State of New York to maintain, maintain continuous possession in the State of New York Massachusetts of certificated Eligible Cash Equivalents and cash included in the Collateral and will cause uncertificated Eligible Cash Equivalents the Collateral 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 Custodian at, the Federal Reserve Bank of New YorkBoston 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 both Trustees' Liens and 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) aboveabove and subject to the following sentence, the Escrow Agent shall not 7 be required to reduce to cash any Eligible Cash Equivalents 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 Officer of the Leasing Company specifying the particular investment to liquidate unless a Default or Event of Default has occurred and is continuing, in which case such written instructions shall be signed by a Trust Officer of the Senior Note Trustee or, after the Senior Note Discharge Date, of the Convertible Note Trusteeliquidate. If no such written instructions are received, the Escrow Agent shall liquidate may liquidate, first, the Permitted Investments, and, second, those Eligible Cash Equivalents Government Securities having the lowest interest rate per annum, regardless of maturity, annum or if none such exist, those having the nearest maturity. The Escrow Agent shall have no duty to determine whether or not to file or record any document or instrument in connection with this Agreement, but will follow the instructions of the applicable Trustee.