Common use of Investment of Escrow Account Clause in Contracts

Investment of Escrow Account. (a) The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys or any other assets held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not liquidate, sell, invest or reinvest any portion of the Escrow Account except as provided herein and shall hold the Escrow Shares and any cash or other assets received in respect thereof in the form initially received, except as provided herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment or the failure to make an investment made pursuant to the terms of this Escrow Agreement. (b) During the term of this Escrow Agreement, any cash in the Escrow Account shall be invested in a money market deposit account or a successor or similar investment offered by the Escrow Agent and approved by the Stockholders’ Agent and Parent, unless otherwise instructed in writing by the Parties and as shall be reasonably acceptable to the Escrow Agent. The Escrow Agent will provide compensation on balances in the Escrow Account at the then-applicable rate for such account or investment from time to time. Written investment instructions, if any, shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder including without limitation charging a reasonable agency fee in connection with each transaction. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Parties to give the Escrow Agent instructions to invest or reinvest the Escrow Account.

Investment of Escrow Account. (a) The Parties Escrow Agent shall deposit funds received from purchasers in the Escrow Account. (b) The Escrow Agent shall invest all funds held pursuant to this Agreement in the SunTrust Non-Interest Deposit Option. As of the date of this Escrow Agreement, the investments in the SunTrust Non-Interest Deposit Option are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”), in the standard FDIC insurance amount of $250,000, including principal and accrued interest. Deposits in the SunTrust Non-Interest Deposit Option are not secured. The Company and IAA (individually and as representative of each Sales Agent) represent and warrant that the investment as set forth in Exhibit C is a legal investment under applicable law, including Rule 15c2-4 under the Securities Exchange Act of 1934, and that the Company and IAA will not direct that the funds be invested in any investment that would not be a legal investment under applicable law for such funds. The Company and IAA recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys or any other assets held in the Escrow Account hereunder or the purchase, sale, retention or other disposition of any investment described herein. The investment, and the Escrow Agent shall not liquidatebe liable to the Company, sell, invest Sales Agent or reinvest any portion of the Escrow Account except as provided herein and shall hold the Escrow Shares and any cash other person or other assets received in respect thereof in the form initially received, except as provided herein. The Escrow Agent shall not have any liability entity for any loss sustained as a result of incurred in connection with any investment or the failure to make an investment made pursuant to the terms of this Escrow Agreement. (b) During the term of this Escrow Agreement, any cash in the Escrow Account shall be invested in a money market deposit account or a successor or similar investment offered by the Escrow Agent and approved by the Stockholders’ Agent and Parent, unless otherwise instructed in writing by the Parties and as shall be reasonably acceptable to the Escrow Agent. The Escrow Agent will provide compensation on balances in the Escrow Account at the then-applicable rate for such account or investment from time to time. Written investment instructions, if any, shall specify the type and identity of the investments to be purchased and/or soldinvestment. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder including without limitation charging a reasonable any applicable agency fee in connection with each transaction. The Parties recognize and agree Escrow Agent shall use its best efforts to invest funds on a timely basis upon receipt of such funds; provided, however, that the Escrow Agent will shall in no event be liable for compensation to the Company, Sales Agent or any other person or entity related to funds which are held un-invested or funds which are not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described hereininvested timely. The Escrow Agent shall not have is authorized and directed to sell or redeem any liability for investments as it deems necessary to make any loss sustained as a result of any investment in an investment made pursuant to the terms of payments or distributions required under this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Parties to give the Escrow Agent instructions to invest or reinvest the Escrow AccountAgreement.

Investment of Escrow Account. (a) The Parties recognize Escrow Agent shall invest and agree that reinvest all cash funds held from time to time as part of the Escrow Account, in accordance with written instructions delivered to the Escrow Agent will not provide supervision, recommendations or advice relating to either from the investment of moneys or any other assets held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described hereinStockholder Representative. The Escrow Agent shall not liquidateis herein directed and instructed to initially invest and reinvest the Escrow Funds in the U. S. Bank Money Market Deposit Account. With the execution of this document, sellthe parties hereto acknowledge receipt of prospectuses and/or disclosure materials associated with the investment vehicle, invest either through means of hardcopy or reinvest any portion via access to the website associated with the investment selected by the parties to this Escrow Agreement. The parties hereto acknowledge that they have discussed the investment and are in agreement as to the selected investment. The Stockholder Representative may provide instructions changing the investment of the Escrow Account except as provided herein and shall hold Funds (subject to applicable minimum investment requirements) by the furnishing of a written direction to the Escrow Shares and any cash Agent; provided, however, that no investment or other assets received in respect thereof reinvestment may be made except in the form initially receivedfollowing investments or in any combination thereof: (i) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United State of America; (ii) certificates of deposit issued by any bank, except as provided herein. The bank and trust company, or national banking association (including Escrow Agent shall not have and its affiliates); (iii) repurchase agreements with any liability for bank, trust company, or national banking association (including Escrow Agent and its affiliates); (iv) any loss sustained as a result institutional money market fund offered by Escrow Agent, including any institutional money market fund managed by Escrow Agent or any of any investment or the failure to make an investment made pursuant to the terms of this Escrow Agreement. its affiliates; (bv) During the term of this Escrow Agreement, any cash in the Escrow Account shall be invested in a money market deposit account accounts of any bank, trust company, or a successor or similar investment national banking association (including the U.S. Bank Money Market Deposit Account offered by the Escrow Agent and approved by its affiliates); or (vi) such other investments as the Stockholders’ Purchaser and the Stockholder Representative shall approve in writing; provided, that in the absence of such written instructions at any time that an investment decision must be made, the Escrow Agent and Parent, unless otherwise instructed shall invest the Escrow Account in writing by the Parties and as U. S. Bank Money Market Deposit Account. Each of the foregoing investments shall be reasonably acceptable to made in the name of Escrow Agent. The No investment shall be made in any instrument or security that has a maturity of greater than six (6) months. Notwithstanding anything to the contrary contained herein, Escrow Agent will provide compensation on balances in may, without notice to the Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow Account at the then-applicable rate for such account or Funds and investment from time to time. Written investment instructions, if any, losses shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder including without limitation charging a reasonable agency fee in connection with each transaction. The Parties recognize and agree that charged against the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described hereinFunds. The Escrow Agent shall not have any liability be liable or responsible for any loss sustained as a result in the value of any investment in an investment made pursuant to the terms of this Escrow Agreement Agreement, or as a result of for any loss, cost or penalty resulting from any sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock, a.m., Boston, Massachusetts, time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in Boston, Massachusetts are open for business. All entities entitled to receive interest on the Escrow Funds shall provide Escrow Agent with a W-9 or W-8 IRS tax form prior to its maturity or for the failure disbursement of the Parties to give the interest and Escrow Agent instructions will file the appropriate 1099 or other required forms pursuant to invest or reinvest the Federal and applicable state laws. A statement of citizenship will be provided if requested by Escrow AccountAgent.

Investment of Escrow Account. (a) The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys or any other assets held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not liquidate, sell, invest or reinvest any portion of the Escrow Account except as provided herein and shall hold the Escrow Shares and any cash or other assets received in respect thereof in the form initially received, except as provided herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment or the failure to make an investment made pursuant to the terms of this Escrow Agreement. (b) During the term of this Escrow Agreement, any cash moneys in the Escrow Account shall be invested in a money market deposit account or a successor or similar investment offered by the Escrow Agent and approved by the Stockholders’ Agent and ParentWellington, unless otherwise instructed in writing by the Parties Wellington and as shall be reasonably acceptable to the Escrow Agent. The Escrow Agent will provide compensation on balances in the Escrow Account at the then-applicable rate for such account or investment from time to time. Written investment instructions, if any, shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder including without limitation charging a reasonable agency fee in connection with each transaction. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Parties Wellington to give the Escrow Agent instructions to invest or reinvest the Escrow Account.

Investment of Escrow Account. (a) The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either shall invest the investment of moneys or any other assets held Escrowed Funds in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not liquidate, sell, invest or reinvest any portion of the Escrow Account except as provided herein and shall hold the Escrow Shares and any cash or other assets received in respect thereof in the form initially received, except as provided herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment or the failure to make an investment made pursuant to the terms written instructions of this Representative; provided, however, that such investments shall be limited to the following: (i) direct obligations of the U.S. government and its agencies having maturities of ninety (90) days or less; (ii) money market deposit accounts with U.S. banks, which may include Escrow Agreement. Agent or its affiliates, as applicable, whose short-term debt ratings are not less than A-1/P-1; (biii) During money market mutual funds that invest solely in direct obligations of the term U.S. government and its agencies; (iv) commercial or finance paper that is not rated less than A-1/P-1; and (v) any mutual fund, exchange traded fund, exchange traded note, or similar pooled investment vehicle which invests in any of this Escrow Agreementthe foregoing. In the absence of written instructions to the contrary, any cash in the Escrow Account shall funds will be invested in a money market deposit account or a successor or similar investment offered by mutual fund as designated on Exhibit B. The rights and responsibility of the Escrow Agent and approved by the Stockholders’ Agent and Parent, unless otherwise instructed in writing by the Parties and as shall be reasonably acceptable parties with respect to the Escrow Agent. The Escrow Agent will provide compensation on balances in the Escrow Account at the then-applicable rate for such account or investment from time to time. Written investment instructions, if any, shall specify the type and identity of the investments to be purchased and/or sold. The Escrowed Funds are set forth on Exhibit B attached hereto and incorporated herein by reference. (b) Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder hereunder, including without limitation charging a reasonable an agency fee in connection with each transaction. The Parties parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall have the right to liquidate any investments held, regardless of whether such investments have matured pursuant to their terms, to provide funds necessary to make required disbursements under this Agreement. Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any an investment prior to its maturity or for the failure of the Parties parties to give the Escrow Agent instructions to invest or reinvest the Escrowed Funds. Any loss or expense incurred by Escrow AccountAgent as a result of an investment shall be paid to Escrow Agent in accordance with Sections 13 and 14.

Investment of Escrow Account. The Escrow Agent shall, at the written direction of any of the Chief Financial Officer, the Treasurer (a) The Parties recognize each, a “Prime Officer”), the Senior Manager of Banking and agree Money Management and the Cash Manager of the Company (together with the Prime Officers, each, an “Authorized Officer”), invest or reinvest amounts in the Escrow Account in Permitted Investments. In selecting any Permitted Investment for investment, the Company shall determine that the proceeds thereof at maturity (which maturity shall occur on or before the Redemption Trigger Date), when added to the balance of the Escrow Collateral without the reinvestment thereof or sale prior to maturity, provide funds to the Escrow Agent will not provide supervision, recommendations or advice relating in an amount at least equal to either the investment of moneys or any other assets Escrowed Amount. All such property shall be held in the Escrow Account until disbursed in accordance with the terms hereof. If the Escrow Agent does not receive written instructions from an Authorized Officer directing the investment or reinvestment of the purchaseamounts in the Escrow Account, sale, retention or other disposition of any investment described hereinfunds in the Escrow Account shall remain uninvested until the Escrow Agent has received appropriate written instructions from an Authorized Officer. The Escrow Agent shall not liquidatein any way be held liable for the selection of any investments hereunder, sell, invest for monitoring or reinvest determining whether an investment qualifies as a Permitted Investment or by reason of any portion of insufficiency in the Escrow Account except as provided herein and shall hold resulting from any loss on any Escrow Collateral included therein. In addition, the Escrow Shares and any cash or other assets received in respect thereof in the form initially received, except as provided herein. The Escrow Agent shall not have any liability for any loss sustained in respect of losses incurred as a result of any investment or the failure to make an investment made pursuant to the terms of this Escrow Agreement. (b) During the term of this Escrow Agreement, any cash in the Escrow Account shall be invested in a money market deposit account or a successor or similar investment offered by the Escrow Agent and approved by the Stockholders’ Agent and Parent, unless otherwise instructed in writing by the Parties and as shall be reasonably acceptable to the Escrow Agent. The Escrow Agent will provide compensation on balances in the Escrow Account at the then-applicable rate for such account or investment from time to time. Written investment instructions, if any, shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder including without limitation charging a reasonable agency fee in connection with each transaction. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its stated maturity or for the failure of the Parties to give the Escrow Agent instructions to invest or reinvest the Escrow Account.failure

Investment of Escrow Account. (a) The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either invest the investment of moneys or any other assets held Escrow Funds in the Escrow Account or the purchasepursuant to written instructions signed by Sellers and Purchaser; provided, sale, retention or other disposition that such investments will be limited to: (a) interest bearing deposits of any investment described herein. The Escrow Agent shall not liquidatebank or trust company located within the United States, sell, invest including one or reinvest any portion of the Escrow Account except as provided herein and shall hold the Escrow Shares and any cash or other assets received in respect thereof more accounts maintained in the form initially receivedcommercial banking department (if any) of Escrow Agent; provided, except as provided herein. The Escrow Agent shall not that any such bank or trust company will have any liability for any loss sustained as a result capital and surplus of any investment or the failure to make an investment made pursuant to the terms of this Escrow Agreement.at least $500,000,000; (b) During direct obligations of, or obligations guaranteed as to all principal and interest by, the term United States, in each case with maturity dates of this Escrow Agreement, ninety (90) days or less; or (c) any cash money market fund where substantially all of such fund’s assets are invested in the Escrow Account shall be invested investment categories described in a clause (b) above, including any money market deposit account or a successor or similar investment offered fund managed by the Escrow Agent and approved by the Stockholders’ Agent and Parent, unless otherwise instructed in writing by the Parties and as shall be reasonably acceptable to the Escrow Agent. The Escrow Agent will provide compensation on balances in the Escrow Account at the then-applicable rate for such account or investment from time to timeany of its affiliates. Written investment instructions, if any, shall will specify the type and identity of the investments to be purchased and/or or sold. The In the absence of any instructions from Sellers and Purchaser as to the initial investment of the Escrow Funds, or any portion thereof, in the obligations described in clauses (a) through (c) above, the Escrow Funds, or such portion thereof, will be invested as provided in 3(a) above. Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder including hereunder, including, without limitation limitation, charging a reasonable an agency fee in connection with each transaction. The Parties parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall will have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. Escrow Agent will not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any an investment prior to its maturity or for the failure of the Parties parties to give the Escrow Agent instructions to invest or reinvest the Escrow Funds. Any loss or expense incurred as a result of an investment will be borne by the Escrow Account.

Investment of Escrow Account. (a) The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys or any other assets held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not liquidate, sell, invest or reinvest any portion of the Escrow Account except as provided herein and shall hold the Escrow Shares and any cash or other assets received in respect thereof in the form initially received, except as provided herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment or the failure to make an investment made pursuant to the terms of this Escrow Agreement. (b) The Escrow Agent shall not vote the Escrow Shares unless and until it receives written notice signed by Parent directing the vote of the Escrow Shares. (c) During the term of this Escrow Agreement, any cash moneys in the Escrow Account shall be invested in a money market deposit account or a successor or similar investment offered by the Escrow Agent and approved by the Stockholders’ Agent and Parent, unless otherwise instructed in writing by the Parties and as shall be reasonably acceptable to the Escrow Agent. The Escrow Agent will provide compensation on balances in the Escrow Account at the then-applicable rate for such account or investment from time to time. Written investment instructions, if any, shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder including without limitation charging a reasonable agency fee in connection with each transaction. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Parties to give the Escrow Agent instructions to invest or reinvest the Escrow Account.