Common use of Investment of Escrow Fund Clause in Contracts

Investment of Escrow Fund. (a) The Escrow Agent may invest or reinvest, in accordance with written directions, or oral directions confirmed in writing, of an Authorized Authority Representative or Authorized Institution Representative only in the following obligations or securities (collectively “Permitted Investments”): (i) direct obligations of the United States of America for which its full faith and credit is pledged; (ii) obligations issued by any instrumentality or agency of the United States of America, whether now existing or hereafter organized and guaranteed by the United States of America; (iii) obligations issued or guaranteed by any state of the United States of America or the District of Columbia which are rated at least Aa by Moody’s or AA by Standard & Poor’s; (iv) repurchase agreements fully secured by obligations of the kind specified in (i) or (ii) above including repurchase agreements with the Escrow Agent; (v) interest-bearing deposits in any bank or trust company (which may include the Escrow Agent) or any other bank or trust company which has a combined capital surplus and undivided profits at least $50,000,000; (vi) commercial paper with one of the two highest ratings from Moody’s or Standard & Poor’s; and (vii) deposits in the Federated Cash Management Fund Trust for short-term government obligations or any similar common trust fund established pursuant to law as a legal depository of public moneys. (b) With respect to Permitted Investments described in clause (iv) of subsection (a) above, the Escrow Agent (i) shall make any such purchase subject to agreement with the seller for repurchase by the seller at a later date, and in such connection, may accept the seller’s agreement for the payment of interest in lieu of the right to receive the interest payable by the issuer of the security purchased, provided that title to the security so purchased by the Escrow Agent shall vest in the Escrow Agent, that the Escrow Agent shall have a perfected security interest in such security and that the current market value of such security (or of cash or additional securities of the type described in said clauses pledged with the Escrow Agent as collateral for the purpose) is at all times at least equal to the total amount thereafter to become payable by the seller under said agreement, or (ii) may purchase shares of a fund whose sole assets are of a type described in clauses (i) and (ii) of subsection (a) above and such repurchase agreements thereof.

Investment of Escrow Fund. During the term of this Agreement, the Escrow Fund shall be invested, as directed in writing by the Parties, in one or more of the following: (a) The Escrow Agent may invest or reinvest, in accordance with written directions, or oral directions confirmed in writing, of an Authorized Authority Representative or Authorized Institution Representative only in the following obligations or securities (collectively “Permitted Investments”): (i) direct obligations of the United States of America for which its full faith and credit is pledged; (ii) obligations issued by any instrumentality or agency of the United States of America, whether now existing or hereafter organized and guaranteed by the United States of America; (iii) obligations issued or guaranteed by any state of the United States of America or any agency or instrumentality thereof; (b) certificates of deposit or interest-bearing accounts of national banks rated with a bond rating of A+ or better; and (c) shares of a money market fund investing only in short-term U.S. Treasury obligations or obligations backed by short-term U.S. Treasury obligations, including, without limitation, any money market mutual fund, unless otherwise instructed jointly in writing by the District of Columbia which are rated at least Aa by Moody’s or AA by Standard & Poor’s; (iv) repurchase agreements fully secured by obligations of the kind specified in (i) or (ii) above including repurchase agreements with Parties and as shall be acceptable to the Escrow Agent; (v) interest-bearing deposits , acting reasonably. Such joint written instructions, if any, referred to in any bank or trust company (which may include the Escrow Agent) or any other bank or trust company which has a combined capital surplus foregoing sentence shall specify the type and undivided profits at least $50,000,000; (vi) commercial paper with one identity of the two highest ratings from Moody’s or Standard & Poor’s; and (vii) deposits in the Federated Cash Management Fund Trust for short-term government obligations or any similar common trust fund established pursuant investments to law as a legal depository of public moneys. (b) be purchased and/or sold. With respect to Permitted Investments described in clause (iv) any such written instructions, the Escrow Agent will endeavor to comply with such instructions as soon as reasonably practicable. Subject to receipt of subsection (a) joint written instructions as referred to above, the Escrow Agent (i) shall make is hereby authorized to execute purchases and sales of those investments identified in the applicable joint instructions through the facilities of its own trading or capital markets operations or those of any affiliated entity. In the absence of such purchase subject to agreement with the seller for repurchase by the seller at a later date, and in such connection, may accept the seller’s agreement for the payment of interest in lieu of the right to receive the interest payable by the issuer of the security purchased, provided that title joint written direction to the security so purchased contrary, the Temporary Escrow Amount shall be invested in the Citibank Demand Deposit Account (the “DDA”), a noninterest bearing deposit obligation of Citibank, N.A., or, if not available, such similar or successor account offered by the Escrow Agent shall vest (the DDA together with the investments described in clause (a), (b) and (c) of this Section 3, collectively, the “Permitted Investments”). The Parties understand that amounts on deposit in the DDA are insured up to a total of $250,000, per depositor, per insured bank (including principal and accrued interest) by the Federal Deposit Insurance Corporation (the “FDIC”), subject to the applicable rules and regulations of the FDIC. The Parties understand that deposits in the DDA in excess of such FDIC insured amount are not secured. The Escrow Agent, Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of the Escrow Fund 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 made pursuant to the terms of this Agreement or as a result of any liquidation of any investment made prior to its maturity under the terms and conditions of this Agreement or for the failure of the Parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent or any of its affiliates may receive compensation from third parties with respect to any investment directed hereunder; provided that the foregoing shall not limit the Escrow Agent’s liability for its bad faith, willful misconduct or gross negligence. Except as expressly provided herein, the Escrow Fund shall not, in any manner, directly or indirectly, be assigned, hypothecated, pledged, alienated, released from escrow or transferred within escrow (or otherwise dealt with in any manner which has the economic effect of any of the foregoing acts, on a current or prospective basis). The Escrow Agent shall have no obligation to invest or reinvest the property held in escrow pursuant to the terms hereof until the following Business Day if all or a perfected security interest in such security and that the current market value portion of such security (or of cash or additional securities of the type described in said clauses pledged property is deposited with the Escrow Agent after 12:00 PM Eastern Time on the day of deposit. Instructions to invest or reinvest funds that are received after 12:00 PM Eastern Time will be treated as collateral if received on the following Business Day. The Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever the Escrow Agent shall be required to distribute amounts from the Escrow Fund pursuant to the terms of this Agreement. Requests or instructions received after 12:00 PM Eastern Time by the Escrow Agent to liquidate all or any portion of the Escrow Fund will be treated as if received on the following Business Day. The Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the Escrow Fund, as applicable, provided that the Escrow Agent has made such investment, reinvestment or liquidation of the Escrow Fund in accordance with the terms, and subject to the conditions, of this Agreement and the foregoing shall not limit the Escrow Agent’s liability for its bad faith, willful misconduct or gross negligence. The Parties to this Agreement acknowledge that non-deposit investment products are not obligations of, or guaranteed by, Citibank/Citigroup or any of its affiliates, are not FDIC insured and are subject to investment risks, including the possible loss of principal amount invested. Only deposits in the United States (e.g., the DDA) are subject to FDIC insurance. The Escrow Agent is authorized, for any securities at any time held hereunder, to register such securities in the name of its nominee(s) or the nominees of any securities depository, and such nominee(s) may sign the name of any of the Parties hereto to whom or to which such securities belong and guarantee such signature in order to transfer securities or certify ownership thereof to tax or other Governmental Entities. The Escrow Agent shall send an account statement to each of the Parties on a monthly basis reflecting activity in the Escrow Account for the purpose) preceding month. Although Buyer and Holdings each recognize that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, Buyer and Holdings hereby agree that confirmations of Permitted Investments are not required to be issued by the Escrow Agent for each month in which a monthly statement is at all times at least equal rendered. No statement need be rendered for the Escrow Account if no activity occurred for such month. The delivery of the Escrow Fund is subject to the total amount thereafter to become payable by the seller under said agreement, or (ii) may purchase shares sale and final settlement of Permitted Investments. Proceeds of a fund whose sole assets sale of Permitted Investments will be delivered on the Business Day on which the appropriate instructions are delivered to the Escrow Agent if received prior to the deadline for same day sale of a type described in clauses (i) and (ii) of subsection (a) above and such repurchase agreements thereofPermitted Investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding Business Day.

Investment of Escrow Fund. During the term of this Escrow Agreement, the Escrow Fund shall be invested in accordance with the written instructions of the Parties in “Permitted Investments,” defined as (a) The a JPMorgan Chase Bank, N.A. money market deposit account (“MMDA”) or a successor or similar investment offered by the Escrow Agent may invest or reinvestAgent, in accordance with written directions, or oral directions confirmed in writing, of an Authorized Authority Representative or Authorized Institution Representative only in the following obligations or securities (collectively “Permitted Investments”): b) (i) investments in marketable direct or guaranteed obligations of the United States of America for which its full faith that mature within one (1) year from the date of purchase or a fund substantially comprising such securities, and credit is pledged; (ii) obligations issued by investments in demand deposits and certificates of deposit of any instrumentality or agency of the United States of America, whether now existing or hereafter organized and guaranteed by the United States of America; (iii) obligations issued or guaranteed by any state of the United States of America or the District of Columbia which are rated at least Aa by Moody’s or AA by Standard & Poor’s; (iv) repurchase agreements fully secured by obligations of the kind specified in (i) or (ii) above including repurchase agreements with the Escrow Agent; (v) interest-bearing deposits in any commercial bank or trust company having capital and surplus in excess of $500,000,000, or (which may include the Escrow Agentc) or any other bank or trust company which has a combined capital surplus and undivided profits at least $50,000,000; (vi) commercial paper with one of the two highest ratings from Moody’s or Standard & Poor’s; and (vii) deposits as otherwise instructed in the Federated Cash Management Fund Trust for short-term government obligations or any similar common trust fund established pursuant to law as a legal depository of public moneys. (b) With respect to Permitted Investments described in clause (iv) of subsection (a) above, the Escrow Agent (i) shall make any such purchase subject to agreement with the seller for repurchase writing jointly by the seller at a later date, Parties and in such connection, may accept the seller’s agreement for the payment of interest in lieu of the right as shall be acceptable to receive the interest payable by the issuer of the security purchased, provided that title to the security so purchased by the Escrow Agent shall vest in the Escrow Agent, provided, however, that “Permitted Investments” shall not include any investment the earnings on which are subject to withholding of tax under the Internal Revenue Code of 1986, as amended, as determined by the Parties. The rate of return on the Permitted Investments varies from time to time based upon market conditions. 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 on their respective standard terms and conditions. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging an agency fee in connection with each transaction, in each case, on their respective standard terms and conditions. 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 Fund 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 perfected security interest result of any investment in such security and that an investment made pursuant to the current market value terms of such security (this Escrow Agreement or as a result of cash any liquidation of any investment prior to its maturity or additional securities for the failure of the type described in said clauses pledged with Parties to give the Escrow Agent as collateral for instructions to invest or reinvest the purpose) is at all times at least equal Escrow Amount (and the Escrow Account Additions, if applicable). The Escrow Agent shall have the right to the total amount thereafter liquidate any investments held in order to become payable by the seller provide funds necessary to make required payments under said agreement, or (ii) may purchase shares of a fund whose sole assets are of a type described in clauses (i) and (ii) of subsection (a) above and such repurchase agreements thereofthis Escrow Agreement.

Investment of Escrow Fund. (a) The Escrow Agent may shall invest the Escrow Fund in any one or reinvest, in accordance with written directions, or oral directions confirmed in writing, more of an Authorized Authority Representative or Authorized Institution Representative only in the following obligations or securities (collectively “Permitted Investments”):following: (ia) direct obligations of the United States of America for which its full faith and credit is pledged; (ii) including obligations issued by any instrumentality or agency held in book entry form on the books of the Department of Treasury of the United States of America, whether now existing ) or hereafter organized obligations the timely payment of the principal of and interest on which are fully guaranteed by the United States of America;; or (iiib) fully collaterized repurchase agreements; or (c) certificates of deposit, banker's acceptances, and other liquid instruments offered by banks in the United States with net assets in excess of $500 million; or (d) prime commercial paper; or (e) a taxable government money market portfolio, restricted to obligations issued or guaranteed as to payment of principal and interest by any state the full faith and credit of the United States States. For the purpose of America investing funds held in escrow, Agent may accept and act upon the oral instructions of Xxxx Xxxxxx, or such other person designated by CFP to the District Agent in writing (an "Authorized Caller"). Agent will confirm all oral investment instructions in writing within three (3) business days. If there is any discrepancy between any oral instructions and a written confirmation of Columbia which are rated at least Aa by Moody’s or AA by Standard & Poor’s; (iv) repurchase agreements fully secured by obligations that instruction, Agent's records of the kind specified in (i) oral instructions shall govern. CFP shall indemnify and hold Agent harmless from any and all liability for acting on an oral investment instruction purported to be given by an Authorized Caller. Agent shall not be responsible for the authenticity of any instructions, or (ii) above including repurchase agreements with the Escrow Agent; (v) interest-bearing deposits be in any bank way liable for any unauthorized instruction or trust company (which may include for acting on such an instruction, whether or not the Escrow Agent) person giving the instructions was, in fact, an Authorized Caller. In no event shall Agent be liable to the Parties for any consequential, special, or exemplary damages, including but not limited to lost profits from any other bank cause whatsoever arising out of, or trust company which has in any way connected with acting upon oral instructions believed by Agent to be genuine. Agent will act upon investment instructions the day that such instructions are received, provided the requests are communicated within a combined capital surplus sufficient amount of time to allow Agent to make the specified investment. Instructions received after an applicable investment cutoff deadline will be treated as being received by Agent on the next business day, and undivided profits at least $50,000,000; (vi) commercial paper with one of Agent shall not be liable for any loss arising directly or indirectly, in whole or in part, from the two highest ratings from Moody’s or Standard & Poor’s; and (vii) deposits in inability to invest funds on the Federated Cash Management Fund Trust day the instructions are received. Agent shall not be liable for short-term government obligations or any similar common trust fund established pursuant to law as a legal depository of public moneys. (b) With respect to Permitted Investments described in clause (iv) of subsection (a) above, the Escrow Agent (i) shall make any such purchase subject to agreement with the seller for repurchase loss incurred by the seller at a later dateactions of third parties or by any loss arising by error, and in such connection, may accept the seller’s agreement for the payment of interest in lieu of the right to receive the interest payable by the issuer of the security purchased, provided that title to the security so purchased by the Escrow Agent shall vest in the Escrow Agent, that the Escrow Agent shall have a perfected security interest in such security and that the current market value of such security (or of cash or additional securities of the type described in said clauses pledged with the Escrow Agent as collateral for the purpose) is at all times at least equal to the total amount thereafter to become payable by the seller under said agreementfailure, or (ii) may purchase shares delay in making of a fund whose sole assets are of a type described in clauses (i) and (ii) of subsection (a) above and such repurchase agreements thereofan investment which is caused by circumstances beyond Agent's reasonable control.

Investment of Escrow Fund. (a) The So long as no Event of Default has occurred and is continuing, the Escrow Agent may invest or reinvest, in accordance with written directions, directions or oral directions confirmed in writingwriting of the Authorized Borrower Representative, of an Authorized Authority Representative or Authorized Institution Representative only in the following obligations or securities (collectively “collectively, "Permitted Investments”"): (i) direct obligations of the United States of America for which its full faith and credit is pledged;, (ii) obligations issued by any instrumentality or agency of the United States of America, whether now existing or hereafter organized organized, and guaranteed by the United States of America;, (iii) obligations issued or guaranteed by any state of the United States of America or the District of Columbia which that are rated at least Aa by Xxxxx'x Investors Service, Inc. ("Moody’s 's") or AA by Standard & Poor’s;'s Corporation ("S&P"), (iv) repurchase agreements fully secured by obligations of the kind specified in (i) or (ii) above above, including repurchase agreements with the Escrow Agent;, (v) interest-bearing deposits in any bank or trust company (which may include the Escrow Agent) or any other bank or trust company which that has a combined capital surplus and undivided profits of at least $50,000,000;, (vi) commercial paper with one of the two highest ratings from Moody’s 's or Standard & Poor’s; andS&P, (vii) deposits in the Federated Cash Management Fund Trust for short-term government obligations or any similar common trust fund established pursuant to law as a legal depository of public moneys. (b) With respect to Permitted Investments described in clause (iv) of subsection (a) above, the Escrow Agent (i) shall make any such purchase subject to agreement with the seller for repurchase by the seller at a later date, and in such connection, connection may accept the seller’s 's agreement for the payment of interest in lieu of the right to receive the interest payable by the issuer of the security purchased, provided that title to the security so purchased by the Escrow Agent shall vest in the Escrow Agent, that the Escrow Agent shall have a perfected security interest in such security security, and that the current market value of such security (or of cash or additional securities of the type described in said clauses pledged with the Escrow Agent as collateral for the purpose) is at all times at least equal to the total amount thereafter to become payable by the seller under said agreement, or (ii) may purchase shares of a fund whose sole assets are of a type described in clauses (i) and (ii) of subsection (a) above and such repurchase agreements thereof. (c) If any Event of Default has occurred and is continuing hereunder, the Escrow Agent may make such investments in Permitted Investments as are permitted under applicable law as it deems advisable and as directed by the Purchaser; provided, that in no event shall it invest in securities issued by or obligations of, or guaranteed by, the Authority, the Borrower or any affiliate or agent of either of the foregoing.

Investment of Escrow Fund. (a) The At the written direction of the Company, delivered to the Escrow Agent, all or any part of the Escrowed Fund shall be invested by the Escrow Agent may invest or reinvestfor the account and risk of the Company, in accordance with written directionsany one or more Qualified Investments. As used herein, or oral directions confirmed in writing, of an Authorized Authority Representative or Authorized Institution Representative only in the following obligations or securities (collectively “Permitted "Qualified Investments”): " shall mean (i) direct cash, (ii) obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States of America for which its full faith and credit is pledged; (ii) obligations issued by any instrumentality with a maturity date of one year or agency less from the date of the United States of Americainvestment, whether now existing or hereafter organized and guaranteed by the United States of America; (iii) obligations issued shares in investment companies registered as such under the Investment Company Act of 1940, as amended, which value their assets in accordance with Rule 2a-7 (or guaranteed by any state successor rule) under such Act, including in particular the Armada Money Market Fund, (iv) certificates of deposit with an investment term of one year or less from the date of investment with any bank or trust company organized under the laws of the United States of America or the District laws of Columbia any state thereof which are rated has a long term debt rating from Moody's Investor's Service, Inc. ("Moody's") of at least Aa by Moody’s Aaa or AA by from Standard & Poor’s; 's Corporation (iv"S&P") repurchase agreements fully secured of at least AAA or as suggested by obligations of the kind specified in (i) or (ii) above including repurchase agreements with Company and as to which the Escrow Agent; Snydxx xxxll have given its prior consent, (v) interest-bearing deposits in any bank municipal or trust company (corporate bonds with a maturity date of one year or less from the date of investment and rated at lease Aaa by Moody's or AAA by S&P or as suggested by the Company and as to which may include the Escrow Agent) or any other bank or trust company which has a combined capital surplus Company shall have given its prior consent and undivided profits at least $50,000,000; (vi) commercial paper with one a maturity of not more than thirty days and rated at least P-1 by Moody's or A-1 by S&P or as suggested by the two highest ratings from Moody’s or Standard & Poor’s; and (vii) deposits in Company and as to which the Federated Cash Management Fund Trust for short-term government obligations or Snydxx xxxll have given its prior consent. The Escrow Agent shall be, and hereby is, fully empowered to sell any similar common trust fund established Qualified Investment purchased by it pursuant to law as a legal depository of public moneys. (b) With respect this paragraph in order to Permitted Investments described in clause (iv) of subsection (a) above, the Escrow Agent (i) shall provide cash to make any such purchase subject payment required or permitted to agreement with the seller for repurchase by the seller at a later date, and in such connection, may accept the seller’s agreement for the payment of interest in lieu of the right to receive the interest payable by the issuer of the security purchased, provided that title to the security so purchased be made hereunder by the Escrow Agent shall vest in the Escrow Agent, that the . The Escrow Agent shall have not be liable for any loss due to fluctuations in market rates resulting from a perfected security interest sale of Qualified Investments in such security and that the current market value of such security (or of cash or additional securities of the type described in said clauses pledged accordance with the previous sentence or penalties incurred because of early redemption. The Escrow Agent as collateral will hold any Qualified Investments purchased by it hereunder without any responsibility other than for the purpose) is at all times at least equal to the total amount thereafter to become payable by the seller under said agreement, or (ii) may purchase shares of a fund whose sole assets are of a type described in clauses (i) and (ii) of subsection (a) above and such repurchase agreements safe keeping thereof.

Investment of Escrow Fund. During the term of this Agreement, the Escrow Fund shall be invested, as directed in writing by the Parties, in one or more of the following: (a) The Escrow Agent may invest or reinvest, in accordance with written directions, or oral directions confirmed in writing, of an Authorized Authority Representative or Authorized Institution Representative only in the following obligations or securities (collectively “Permitted Investments”): (i) direct obligations of the United States of America for which its full faith and credit is pledged; (ii) obligations issued by any instrumentality or agency of the United States of America, whether now existing or hereafter organized and guaranteed by the United States of America; (iii) obligations issued or guaranteed by any state of the United States of America or any agency or instrumentality thereof; (b) certificates of deposit or interest-bearing accounts of national banks rated with a bond rating of A+ or better; and (c) shares of a money market fund investing only in short-term U.S. Treasury obligations or obligations backed by short-term U.S. Treasury obligations, including, without limitation, any money market mutual fund, unless otherwise instructed jointly in writing by the District of Columbia which are rated at least Aa by Moody’s or AA by Standard & Poor’s; (iv) repurchase agreements fully secured by obligations of the kind specified in (i) or (ii) above including repurchase agreements with Parties and as shall be acceptable to the Escrow Agent; (v) interest-bearing deposits , acting reasonably. Such joint written instructions, if any, referred to in any bank or trust company (which may include the Escrow Agent) or any other bank or trust company which has a combined capital surplus foregoing sentence shall specify the type and undivided profits at least $50,000,000; (vi) commercial paper with one identity of the two highest ratings from Moody’s or Standard & Poor’s; and (vii) deposits in the Federated Cash Management Fund Trust for short-term government obligations or any similar common trust fund established pursuant investments to law as a legal depository of public moneys. (b) be purchased and/or sold. With respect to Permitted Investments described in clause (iv) any such written instructions, the Escrow Agent will endeavor to comply with such instructions as soon as reasonably practicable. Subject to receipt of subsection (a) joint written instructions as referred to above, the Escrow Agent (i) shall make is hereby authorized to execute purchases and sales of those investments identified in the applicable joint instructions through the facilities of its own trading or capital markets operations or those of any affiliated entity. In the absence of such purchase subject to agreement with the seller for repurchase by the seller at a later date, and in such connection, may accept the seller’s agreement for the payment of interest in lieu of the right to receive the interest payable by the issuer of the security purchased, provided that title joint written direction to the security so purchased contrary, the Temporary Escrow Amount shall be invested in the Citibank Market Deposit Account (the “MDA”), an interest bearing deposit obligation of Citibank, N.A., or, if not available, such similar or successor account offered by the Escrow Agent shall vest (the MDA together with the investments described in clause (a), (b) and (c) of this Section 3, collectively, the “Permitted Investments”). The Parties understand that amounts on deposit in the MDA are insured up to a total of $250,000, per depositor, per insured bank (including principal and accrued interest) by the Federal Deposit Insurance Corporation (the “FDIC”), subject to the applicable rules and regulations of the FDIC. The Parties understand that deposits in the MDA in excess of such FDIC insured amount are not secured. The Escrow Agent, Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of the Escrow Fund 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 made pursuant to the terms of this Agreement or as a result of any liquidation of any investment made prior to its maturity under the terms and conditions of this Agreement or for the failure of the Parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent or any of its affiliates may receive compensation from third parties with respect to any investment directed hereunder; provided that the foregoing shall not limit the Escrow Agent’s liability for its bad faith, willful misconduct or gross negligence. Except as expressly provided herein, the Escrow Fund shall not, in any manner, directly or indirectly, be assigned, hypothecated, pledged, alienated, released from escrow or transferred within escrow (or otherwise dealt with in any manner which has the economic effect of any of the foregoing acts, on a current or prospective basis). The Escrow Agent shall have no obligation to invest or reinvest the property held in escrow pursuant to the terms hereof until the following Business Day if all or a perfected security interest in such security and that the current market value portion of such security (or of cash or additional securities of the type described in said clauses pledged property is deposited with the Escrow Agent after 12:00 PM Eastern Time on the day of deposit. Instructions to invest or reinvest funds that are received after 12:00 PM Eastern Time will be treated as collateral if received on the following Business Day. The Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever the Escrow Agent shall be required to distribute amounts from the Escrow Fund pursuant to the terms of this Agreement. Requests or instructions received after 12:00 PM Eastern Time by the Escrow Agent to liquidate all or any portion of the Escrow Fund will be treated as if received on the following Business Day. The Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the Escrow Fund, as applicable, provided that the Escrow Agent has made such investment, reinvestment or liquidation of the Escrow Fund in accordance with the terms, and subject to the conditions, of this Agreement and the foregoing shall not limit the Escrow Agent’s liability for its bad faith, willful misconduct or gross negligence. The Parties to this Agreement acknowledge that non-deposit investment products are not obligations of, or guaranteed by, Citibank/Citigroup or any of its affiliates, are not FDIC insured and are subject to investment risks, including the possible loss of principal amount invested. Only deposits in the United States (e.g., the MDA) are subject to FDIC insurance. The Escrow Agent is authorized, for any securities at any time held hereunder, to register such securities in the name of its nominee(s) or the nominees of any securities depository, and such nominee(s) may sign the name of any of the Parties hereto to whom or to which such securities belong and guarantee such signature in order to transfer securities or certify ownership thereof to tax or other Governmental Entities. The Escrow Agent shall send an account statement to each of the Parties on a monthly basis reflecting activity in the Escrow Account for the purpose) preceding month. Although Buyer and Holdings each recognize that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, Buyer and Holdings hereby agree that confirmations of Permitted Investments are not required to be issued by the Escrow Agent for each month in which a monthly statement is at all times at least equal rendered. No statement need be rendered for the Escrow Account if no activity occurred for such month. The delivery of the Escrow Fund is subject to the total amount thereafter to become payable by the seller under said agreement, or (ii) may purchase shares sale and final settlement of Permitted Investments. Proceeds of a fund whose sole assets sale of Permitted Investments will be delivered on the Business Day on which the appropriate instructions are delivered to the Escrow Agent if received prior to the deadline for same day sale of a type described in clauses (i) and (ii) of subsection (a) above and such repurchase agreements thereofPermitted Investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding Business Day.