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 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. The Escrow Agent's ’s sole responsibilities under this Section 2 shall be (A) to retain, or cause the Custodian to retain, retain possession of Collateral to the extent necessary to obtain a first priority perfected security interest therein certificated U.S. Government Securities (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 U.S. Government Security for the 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 the Collateral, U.S. Government Securities which are not certificated; (B) to follow the Company's ’s written instructions or Investment Instructions, as applicable, given in accordance with Section 2(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(d) ); and (D) to use reasonable efforts to reduce to cash such U.S. 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 Escrow Agent will maintain continuous possession in the State of Massachusetts New York of certificated U.S. Government Securities and cash included in the Collateral and will cause the Collateral uncertificated U.S. Government Securities to be registered in the book-entry system of, and transferred to an account of the Custodian Escrow Agent or a sub-agent of the Escrow Agent 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 MassachusettsNew 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 Trustee's ’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 U.S. 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 (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. If no such written instructions are received, the Escrow Agent may liquidate, first, the Permitted Investments, and, second, liquidate those U.S. Government Securities having the lowest interest rate per annum or 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 Custodian State of New York to retain, possession of Collateral to the extent necessary to obtain a first priority perfected security interest therein certificated Eligible Cash Equivalents (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 Eligible Cash Equivalent for the purposes 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 the CollateralEligible Cash Equivalents which are not certificated, (B) to follow the Leasing Company's or the applicable Trustee's written instructions or Investment Instructionsinstructions, as applicable, given in accordance with Section 2(d)(i2(e)(i), (C) to invest and reinvest funds pursuant to this Section 2(d2(e) and (D) to use reasonable efforts to reduce to cash such Government Securities or Permitted Investments Eligible Cash Equivalents as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (Ai) above, the Custodian Escrow Agent will maintain maintain, or cause its agent in the State of New York to maintain, continuous possession in the State of Massachusetts New York of certificated Eligible Cash Equivalents and cash included in the Collateral and will cause the Collateral uncertificated Eligible Cash Equivalents to be registered in the book-entry system of, and transferred to an account of the Custodian Escrow Agent or a sub-agent of the Escrow Agent 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 MassachusettsNew 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 Trustee's 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 and subject to the following sentenceabove, the Escrow Agent shall not 7 be required to reduce to cash any Government Securities or Permitted Investments Eligible Cash Equivalents 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 liquidateliquidate 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 may liquidate, first, the Permitted Investments, and, second, shall liquidate those Government Securities Eligible Cash Equivalents having the lowest interest rate per annum 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 the Custodian to retain, retain possession of Collateral to the extent necessary to obtain a first priority perfected security interest therein certificated Temporary Cash Investments (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 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 the CollateralTemporary Cash Investments which are not certificated, (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 Temporary Cash Investments as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (A) above, the Custodian Escrow Agent will maintain continuous possession in the State of Massachusetts New York of certificated Temporary Cash Investments and cash included in the Collateral and will cause the Collateral uncertificated Temporary Cash Investments to be registered in the book-entry system of, and transferred to an account of the Custodian Escrow Agent or a sub-agent of the Escrow Agent 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 MassachusettsNew 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 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 and subject to the following sentence, the Escrow Agent shall not 7 be required to reduce to cash any Government Securities or Permitted Temporary Cash 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 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, shall liquidate those Government Securities Temporary Cash Investments having the lowest interest rate per annum annum, regardless of maturity, or if none such exist, those having the nearest maturity.

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 the Custodian to retain, 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) certificated U.S. Government Securities and to be the registered or designated owner of the CollateralU.S. Government Securities which are not certificated, if any, (B) to follow the Company's ’s written instructions or Investment Instructions, as applicable, given in accordance with Section 2(d)(i1(b)(i), (C) to invest and reinvest funds pursuant to this Section 2(d) 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 U.S. Government Securities or Permitted Investments as may be required to fund any disbursement or payment in accordance with Section 31(a)(A) or Section 11. In connection with clause (A) above, the Custodian Escrow Agent will maintain continuous possession in the State of Massachusetts New York of certificated U.S. Government Securities and cash included in the Collateral and will cause the Collateral uncertificated U.S. Government Securities, if any, to be registered in the book-entry system of, and transferred to an account of the Custodian Escrow Agent or a sub-agent of the Escrow Agent 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 MassachusettsNew 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 the Trustee's ’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 above, and subject to the following sentencesentence and except as otherwise provided in Section 11, the Escrow Agent shall not 7 be required to reduce to cash any U.S. Government Securities or Permitted Investments 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 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, shall 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 retain, or cause its agent in the Custodian State of New York to retain, possession of Collateral to the extent necessary to obtain a first priority perfected security interest therein certificated Eligible Cash Equivalents (except, 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 Eligible Cash Equivalent for the purposes 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 the CollateralEligible Cash Equivalents which are not certificated, (B) to follow the Leasing Company's or the applicable Trustee's written instructions or Investment Instructionsinstructions, as applicable, given in accordance with Section 2(d)(i2(e)(i), (C) to invest and reinvest funds pursuant to this Section 2(d2(e) and (D) to use reasonable efforts to reduce to cash such Government Securities or Permitted Investments Eligible Cash Equivalents as may be required to fund any disbursement or payment in accordance with Section 3. In connection with clause (Ai) above, the Custodian Escrow Agent will maintain maintain, or cause its agent in the State of New York to maintain, continuous possession in the State of Massachusetts New York of certificated Eligible Cash Equivalents and cash included in the Collateral and will cause the Collateral uncertificated Eligible Cash Equivalents to be registered in the book-entry system of, and transferred to an account of the Custodian Escrow Agent or a sub-agent of the Escrow Agent 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 MassachusettsNew 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 Trustee's 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 and subject to the following sentenceabove, the Escrow Agent shall not 7 be required to reduce to cash any Government Securities or Permitted Investments Eligible Cash Equivalents 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 liquidateliquidate 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 may liquidate, first, the Permitted Investments, and, second, shall liquidate those Government Securities Eligible Cash Equivalents having the lowest interest rate per annum 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 the Custodian to retain, retain possession of Collateral to the extent necessary to obtain a first priority perfected security interest therein certificated U.S. Government Securities (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 U.S. Government Securities for the 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 the CollateralPledged Securities and any U.S. Government Securities which are not certificated, (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 U.S. 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 Escrow Agent will maintain continuous possession in the State jurisdiction of Massachusetts its principal place of business of certificated U.S. Government Securities and cash included in the Collateral and will cause the Collateral Pledged Securities and any uncertificated U.S. Government Securities to be registered in the book-book- entry system of, and transferred to an account of the Custodian Escrow Agent or a sub- agent of Escrow Agent at, the any 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 MassachusettsBank. 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 U.S. 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, liquidate those U.S. Government Securities having the lowest interest rate per annum or if none such exist, those having the nearest maturity.