Common use of Investment of Escrow Property Clause in Contracts

Investment of Escrow Property. (a) The Escrow Agent is authorized and directed, and agrees promptly to deposit, transfer, hold and invest the Escrow Property and any investment income thereon in cash, upon instruction as set forth in Exhibit B, or in Permitted Investments as otherwise set forth in any subsequent written instruction to the Escrow Agent signed by the Grantor. The Escrow Agent will credit all such investments to the Escrow Account and hereby agrees to treat any such investment as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the Code. Notwithstanding any instructions by the Grantor, the Escrow Property may only be invested in or a combination of: (i) obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) repurchase agreements with respect to debt obligations referred to in clause (i) above; (iii) money market accounts that invest solely in the debt obligations referred to in clause (i) above and/or repurchase obligations referred to in clause (ii) above; or (iv) U.S. dollars or demand deposits of the Escrow Agent (collectively, “Permitted Investments”). (b) The Escrow Agent will have no liability for any investment losses, fees, taxes, penalties or other charges arising from or related to any such investment, reinvestment or liquidation of an investment other than in accordance with Section 2.01 hereof. (c) The Escrow Agent will have no obligation to invest or reinvest the Escrow Property on the day of deposit if deposited with the Escrow Agent after 11:00 a.m. New York City time on such day of deposit. Instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. Any interest or other income received on such investment and reinvestment of the Escrow Property will become part of the Escrow Property and any losses incurred on such investment and reinvestment of the Escrow Property will be debited against the Escrow Property. If written investment instructions are not given to the Escrow Agent prior to 11:00 a.m. New York City time on any Business Day, the Escrow Agent will be deemed to have been instructed by the Grantor at 11:00 a.m. New York City time on such Business Day to deposit and invest the cash portion of the Escrow Property as provided in Section 1.04(a). Notwithstanding the foregoing, the Escrow Agent will have the power, and be required, to cause the sale or liquidation of the foregoing investments upon the earlier of (x) written notice from the Grantor instructing the Escrow Agent to cause such sale or liquidation and (y) whenever the Escrow Agent is required to release all or any portion of the Escrow Property pursuant to Sections 1.04(d) or Section 1.05 hereof. Upon receipt of written notice pursuant to (x) above, the Escrow Agent shall cause the sale or liquidation of the foregoing investments by no later than 9:00 a.m. New York City time on the succeeding Business Day. In the event that the Escrow Agent is not required to release the Escrow Property within two Business Days of the sale or liquidation of the investments, the Escrow Agent will reinvest the Escrow Property (in accordance with Section 1.04(a) hereof) upon receipt of written instructions from the Grantor, provided that instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. In no event will the Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Escrow Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Escrow Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (ii) using affiliates to effect transactions in certain investments or (iii) effecting transactions in investments. (d) If at any time the Escrow Property has an aggregate value in excess of the Outside Redemption Total Amount, the Escrow Agent, upon receipt of a certificate from an officer of the Grantor certifying as to such event and specifying the amount in excess of the Outside Redemption Total Amount, shall cause the release of such excess Escrow Property to the Grantor at its option upon receipt of written instructions therefrom from an Authorized Person (as defined in Section 3.01 hereof) of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. (e) For tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Grantor, whether or not such income was disbursed during such calendar year.

Investment of Escrow Property. (a) (i) The Escrow Agent is authorized and directed, and agrees promptly to deposit, transfer, hold and invest the Escrow Property and any investment income thereon in cash, upon instruction as set forth in Exhibit B, or in Permitted Investments as otherwise set forth in any subsequent written instruction to the Escrow Agent signed by the Grantor. The Escrow Agent will credit all such investments to the Escrow Account and hereby agrees to treat any such investment as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the Code. Notwithstanding any instructions by the Grantor, the Escrow Property may only be invested in or a combination of: (i) obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) repurchase agreements with respect to debt obligations referred to in clause (i) above; (iii) money market accounts that invest solely in the debt obligations referred to in clause (i) above and/or repurchase obligations referred to in clause (ii) above; or (iv) U.S. dollars or demand deposits of the Escrow Agent (collectively, “Permitted Investments”). (b) The Escrow Agent will have no liability for any investment losses, fees, taxes, penalties or other charges arising from or related to any such investment, reinvestment or liquidation of an investment other than in accordance with Section 2.01 hereof. (c) The Escrow Agent will have no obligation to invest or reinvest the Escrow Property on the day of deposit if deposited with the Escrow Agent after 11:00 a.m. New York City time on such day of deposit. Instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. Any interest or other income received on such investment and reinvestment of the Escrow Property will become part of the Escrow Property and any losses incurred on such investment and reinvestment of the Escrow Property will be debited against the Escrow Property. If written investment instructions are not given to the Escrow Agent prior to 11:00 a.m. New York City time on any Business Day, the Escrow Agent will be deemed to have been instructed by the Grantor at 11:00 a.m. New York City time on such Business Day to deposit and invest the cash portion of the Escrow Property as provided in Section 1.04(a). Notwithstanding the foregoing, the Escrow Agent will have the power, and be required, to cause the sale or liquidation of the foregoing investments upon the earlier of (x) written notice from the Grantor instructing the Escrow Agent to cause such sale or liquidation and (y) whenever the Escrow Agent is required to release all or any portion of the Escrow Property pursuant to Sections 1.04(d) or Section 1.05 hereof. Upon receipt of written notice pursuant to (x) above, the Escrow Agent shall cause the sale or liquidation of the foregoing investments investments, if practical, by no later than 9:00 11:00 a.m. New York City time on the succeeding Business Day. In the event that the Escrow Agent is not required to release the Escrow Property within two Business Days of the sale or liquidation of the investments, the Escrow Agent will reinvest the Escrow Property (in accordance with Section 1.04(a1.04(a)(i) hereof) upon receipt of written instructions from the Grantor, provided that instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. In no event will the Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Escrow Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Escrow Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (ii) using affiliates to effect transactions in certain investments or (iii) effecting transactions in investments. (d) If at any time the Escrow Property has an aggregate value in excess of an amount sufficient to redeem in cash the Notes at a special redemption price equal to 101% of the aggregate principal amount of the Notes as required by Section 4.2 of the Supplemental Indenture (the “Special Redemption Price”), plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, July 29, 2016 (the “Outside Redemption Date” and such total amount, the “Outside Redemption Total Amount”), the Escrow Agent, upon receipt of a certificate from an officer of the Grantor certifying as to such event and specifying the amount in excess of the Outside Redemption Total Amount, shall cause the release of such excess Escrow Property to the Grantor at its option upon receipt of written instructions therefrom from an Authorized Person (as defined in Section 3.01 hereof) of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. (e) For tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Grantor, whether or not such income was disbursed during such calendar year.

Investment of Escrow Property. (a) The Escrow Agent is authorized and directed, and agrees promptly to deposit, transfer, hold and shall invest the Indemnification Escrow Property and any consisting of cash only in one of the investment income thereon in cash, upon instruction as set forth vehicles described in Exhibit BC upon the receipt of joint written instructions from Parent and the Stockholders’ Agent. In the absence of such joint written instructions from Parent and the Stockholders’ Agent, or the Indemnification Escrow Property consisting of cash only shall be deposited in Permitted Investments as otherwise set forth in any subsequent written instruction to the Escrow Agent signed by the GrantorAgent’s FDIC Insured Money Market Deposit Account. The Escrow Agent will credit all shall invest the Expenses Escrow Property consisting of cash only in one of the investment vehicles described in Exhibit C upon the receipt of written instructions from the Stockholders’ Agent. In the absence of such investments to written instructions from the Stockholders’ Agent, the Expenses Escrow Property consisting of cash only shall be deposited in the Escrow Account and hereby agrees to treat any such investment as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the Code. Notwithstanding any instructions by the Grantor, the Escrow Property may only be invested in or a combination of: (i) obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) repurchase agreements with respect to debt obligations referred to in clause (i) above; (iii) money market accounts that invest solely in the debt obligations referred to in clause (i) above and/or repurchase obligations referred to in clause (ii) above; or (iv) U.S. dollars or demand deposits of the Escrow Agent (collectively, “Permitted Investments”)Agent’s FDIC Insured Money Market Deposit Account. (b) All earnings received from any investment of the funds in the Indemnification Escrow Account or Expenses Escrow Account shall be included in, and shall become a part of, the Indemnification Escrow Property or the Expenses Escrow Property, as applicable (and any losses on such investments shall be deducted from the Indemnification Escrow Property or Expenses Escrow Property, as applicable). All entities entitled to receive interest from the Indemnification Escrow Account or Expenses Escrow Account will provide Escrow Agent with a W-9 or W-8 IRS tax form prior to the disbursement of interest. A statement of citizenship will be provided if requested by Escrow Agent. The Escrow Agent will have no liability shall not be liable for any investment losses, fees, taxes, penalties or other charges arising from incurred upon any sale or related to purchase of any such investment. Monthly, reinvestment or liquidation otherwise upon the written request of an either Parent or the Stockholders’ Agent, the Escrow Agent shall provide a statement that describes any deposit, distribution or investment other than in accordance activity or deductions with Section 2.01 hereofrespect to the Indemnification Escrow Property. Monthly, or otherwise upon the written request of the Stockholders’ Agent, the Escrow Agent shall provide a statement that describes any deposit, distribution or investment activity or deductions with respect to the Expenses Escrow Property. (c) The Escrow Agent will have no obligation or any of its affiliates may receive compensation with respect to invest or reinvest the Escrow Property on the day of deposit if deposited with any investment directed hereunder in an aggregate amount not to exceed what the Escrow Agent after 11:00 a.m. New York City or any of its affiliates could reasonably have received under an agreement to direct investments negotiated at arms-length. The Escrow Agent will act upon investment instructions the day that such instructions are received, provided the requests are communicated within a sufficient amount of time on such day of depositto allow the Escrow Agent to make the specified investment. Instructions received after 11:00 a.m. New York City time an applicable investment cutoff deadline will be treated as if being received on the following Business Day. Any interest or other income received on such investment and reinvestment of the Escrow Property will become part of the Escrow Property and any losses incurred on such investment and reinvestment of the Escrow Property will be debited against the Escrow Property. If written investment instructions are not given to by the Escrow Agent prior to 11:00 a.m. New York City time on any Business Day, the Escrow Agent will be deemed to have been instructed by the Grantor at 11:00 a.m. New York City time on such Business Day to deposit and invest the cash portion of the Escrow Property as provided in Section 1.04(a). Notwithstanding the foregoing, the Escrow Agent will have the powernext business day, and be required, to cause the sale or liquidation of the foregoing investments upon the earlier of (x) written notice from the Grantor instructing the Escrow Agent to cause such sale or liquidation and (y) whenever the Escrow Agent is required to release all or any portion of the Escrow Property pursuant to Sections 1.04(d) or Section 1.05 hereof. Upon receipt of written notice pursuant to (x) above, the Escrow Agent shall cause not be liable for any loss arising directly or indirectly, in whole or in part, from the sale or liquidation of the foregoing investments by no later than 9:00 a.m. New York City time inability to invest funds on the succeeding Business Day. In day the event that the Escrow Agent is not required to release the Escrow Property within two Business Days of the sale or liquidation of the investments, the Escrow Agent will reinvest the Escrow Property (in accordance with Section 1.04(a) hereof) upon receipt of written instructions from the Grantor, provided that instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. In no event will the Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Escrow Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Escrow Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (ii) using affiliates to effect transactions in certain investments or (iii) effecting transactions in investmentsreceived. (d) If at any time the Escrow Property has an aggregate value in excess of the Outside Redemption Total Amount, the Escrow Agent, upon receipt of a certificate from an officer of the Grantor certifying as to such event and specifying the amount in excess of the Outside Redemption Total Amount, shall cause the release of such excess Escrow Property to the Grantor at its option upon receipt of written instructions therefrom from an Authorized Person (as defined in Section 3.01 hereof) of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. (e) For tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Grantor, whether or not such income was disbursed during such calendar year.

Investment of Escrow Property. (a) The Escrow Agent is authorized and directedUpon written directions from the Grantor, and agrees promptly to deposit, transfer, hold and invest the Escrow Property and any investment income thereon in cash, upon instruction as set forth in Exhibit B, or in Permitted Investments as otherwise set forth in any subsequent written instruction to the Escrow Agent signed by will invest or reinvest the GrantorEscrow Property, without distinction between principal and income, in cash and Cash Equivalents. The Escrow Agent will credit all such cash and investments to the Escrow Account and hereby agrees to treat any such investment as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the Code. Notwithstanding any instructions by the Grantor, the Escrow Property may only be invested in or a combination of: (i) obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) repurchase agreements with respect to debt obligations referred to in clause (i) above; (iii) money market accounts that invest solely in the debt obligations referred to in clause (i) above and/or repurchase obligations referred to in clause (ii) above; or (iv) U.S. dollars or demand deposits of the Escrow Agent (collectively, “Permitted Investments”)UCC. (b) The Escrow Agent will have no liability for any investment losses, fees, taxes, penalties taxes or other charges arising from or related to any such investment, reinvestment or liquidation of an investment other than in accordance with Section 2.01 2.1 hereof. (c) The Escrow Agent will have no obligation to invest or reinvest the Escrow Property on the day of deposit if deposited with the Escrow Agent after 11:00 a.m. New York City time on such day of deposit. Instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. Any interest or other income received on such investment and reinvestment of the Escrow Property will become part of the Escrow Property and any losses incurred on such investment and reinvestment of the Escrow Property will be debited against the Escrow Property. If The Escrow Property will remain uninvested with no liability for interest therein if written investment instructions directions are not given to the Escrow Agent prior to 11:00 a.m. New York City time on any Business Day, the Escrow Agent will be deemed to have been instructed by the Grantor at 11:00 a.m. New York City time on such Business Day to deposit and invest the cash portion of the Escrow Property as provided in Section 1.04(a)Agent. Notwithstanding the foregoing, the Escrow Agent will have the power, and be required, power to cause the sale sell or liquidation of liquidate the foregoing investments upon the earlier of (x) written notice from the Grantor instructing the Escrow Agent to cause such sale or liquidation and (y) whenever the Escrow Agent is required to release all or any portion of the Escrow Property pursuant to Sections 1.04(d) or Section 1.05 1.4 hereof. Upon receipt of written notice pursuant to (x) above, the Escrow Agent shall cause the sale or liquidation of the foregoing investments by no later than 9:00 a.m. New York City time on the succeeding Business Day. In the event that the Escrow Agent is not required to release the Escrow Property within two Business Days of the sale or liquidation of the investments, the Escrow Agent will reinvest the Escrow Property (in accordance with Section 1.04(a) hereof) upon receipt of written instructions from the Grantor, provided that instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. In no event will the Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Escrow Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Escrow Agent’s economic self-interest for (i1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (ii2) using affiliates to effect transactions in certain investments or (iii3) effecting transactions in investments. (d) If at any time the Escrow Property has an aggregate value in excess of the Outside Redemption Total Amount, the Escrow Agent, upon receipt of a certificate from an officer of the Grantor certifying as to such event and specifying the amount in excess of the Outside Redemption Total Amount, shall cause the release of such excess Escrow Property to the Grantor at its option upon receipt of written instructions therefrom from an Authorized Person (as defined in Section 3.01 hereof) of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. (e) For tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Grantor, whether or not such income was disbursed during such calendar year.

Investment of Escrow Property. (a) The Escrow Agent is authorized and directed, and agrees promptly to deposit, transfer, hold and invest the Escrow Property and any investment income thereon (i) in cash, (ii) upon instruction as set forth in Exhibit B, or (iii) in Permitted Investments as otherwise set forth in any subsequent written instruction to the Escrow Agent signed by the Grantor. The Escrow Agent Financial Institution will credit all such investments to the Escrow Account and hereby agrees to treat any such investment as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the Code. Notwithstanding any instructions by the Grantor, the Escrow Property may only be invested in or a combination of: (i) obligations any security issued or directly and fully guaranteed as to principal or insured interest by the United States States, or any certificate of America or by deposit for any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) repurchase agreements with respect to debt obligations referred to in clause (i) above; (iii) money market accounts that invest solely in the debt obligations referred to in clause (i) above and/or repurchase obligations referred to in clause (ii) aboveforegoing; or (ivii) U.S. dollars or demand deposits of the Escrow Agent Financial Institution (collectively, “Permitted Investments”). (b) The Escrow Agent will have no liability for any investment losses, fees, taxes, penalties taxes or other charges arising from or related to any such investment, reinvestment or liquidation of an investment other than in accordance with Section 2.01 hereof. In addition, the Escrow Agent shall not be responsible for assuring that the funds on deposit in the Escrow Account are sufficient for the disbursements contemplated hereunder. (c) The Escrow Agent will have no obligation to invest or reinvest the Escrow Property on the day of deposit if deposited with the Escrow Agent Financial Institution after 11:00 a.m. New York City time on such day of deposit. Instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. Any interest or other income received on such investment and reinvestment of the Escrow Property will become part of the Escrow Property and any losses incurred on such investment and reinvestment of the Escrow Property will be debited against the Escrow Property. If written investment instructions are not given to the Escrow Agent prior to 11:00 a.m. New York City time on any Business Day, the Escrow Agent will be deemed to have been instructed by the Grantor at 11:00 a.m. New York City time on such Business Day to deposit and invest the cash portion of the Escrow Property as provided in Section 1.04(a). Notwithstanding the foregoing, the Escrow Agent will have the power, and be required, to cause the sale or liquidation of the foregoing investments upon the earlier of (x) written notice from the Grantor instructing the Escrow Agent to cause such sale or liquidation and (y) whenever the Escrow Agent is required to release all or any portion of the Escrow Property pursuant to Sections Section 1.04(d) or Section 1.05 hereof. Upon receipt of written notice pursuant to clause (x) above, the Escrow Agent shall cause the sale or liquidation of the foregoing investments by no later than 9:00 11:00 a.m. New York City time on the succeeding Business Day. In the event that the Escrow Agent is not required to release the Escrow Property within two Business Days of the sale or liquidation of the investments, the Escrow Agent will reinvest the Escrow Property (in accordance with Section 1.04(a) hereof) upon receipt of written instructions from the Grantor, provided that instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. In no event will the Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Escrow Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Escrow Agent’s economic self-self interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (ii) using affiliates to effect transactions in certain investments or (iii) effecting transactions in investments. (d) If at any time the Escrow Property has an aggregate value in excess of the Outside Special Redemption Total Amount, the Escrow Agent, upon receipt of a certificate from an officer of the Grantor certifying as to such event and specifying the amount in excess of the Outside Special Redemption Total Amount, shall cause the release of such excess Escrow Property to the Grantor at its option upon receipt of written instructions therefrom from an Authorized Person (as defined in Section 3.01 hereof) of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. In furtherance of the foregoing, on June 15, 2013, if the Officers’ Certificate described in Section 1.05(b) has not been delivered to the Escrow Agent and the Trustee, the Grantor may direct the Escrow Agent to release a portion (in an amount not to the exceed the amount of interest payable on the Notes on June 15, 2013) of the Escrow Property to the Trustee and Paying Agent under the Indenture by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof for purposes of paying such interest; provided that the Grantor delivers the certificate set forth above, together with reasonably detailed calculations, certifying and establishing that the remaining Escrow Property (not assuming any reinvestment of proceeds) will be sufficient to fund the redemption of the Notes at the Special Redemption Total Amount. (e) For tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Grantor, whether or not such income was disbursed during such calendar year.