Common use of Investment of Funds; Tax Treatment Clause in Contracts

Investment of Funds; Tax Treatment. Escrow Agent shall invest any cash portion of the Escrow Amount, without distinction between principal and income, in (i) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (ii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, (iii) money market funds (so long as such money market fund is rated AAA by a nationally recognized credit rating agency) or (iv) any combination thereof, with the income from such investments being held by Escrow Agent as part of the Escrow Amount. Escrow Amount investments shall remain so invested until receipt by Escrow Agent of a written instruction signed by each of Acquirer and Contributor directing Escrow Agent to change such investment or an instruction in accordance with Section 4 below. Except to the extent required by applicable law, the Parties agree that Acquirer shall be treated as the owner of the Escrow Amount for federal and state income and withholding tax purposes and that Acquirer shall include in taxable income the earnings on the Escrow Amount. Escrow Agent shall have no obligation to invest or reinvest any cash portion of the Escrow Amount on the day of deposit if deposited with Escrow Agent after 11:00 a.m. (E.S.T.), but shall invest or reinvest the Escrow Amount on the following Business Day (the “Next Business Day”). All instructions received under this Agreement after 11:00 a.m. (E.S.T.) will be treated as if received on the Next Business Day and any actions required to be taken in accordance with such instructions shall occur on the Next Business Day. Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever Escrow Agent shall be required to release the Escrow Amount pursuant to the terms hereof. Requests (or instructions) received after 11:00 a.m. (E.S.T.) by Escrow Agent to liquidate the Escrow Amount will be treated as if received on the Next Business Day. Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the Escrow Amount, which shall be considered to reduce the Escrow Amount. Any distributions, interest, income or other amounts received on such investment and reinvestment of the Escrow Amount shall become part of the Escrow Amount. It is agreed and understood that Escrow Agent may earn fees associated with the investments outlined above.

Investment of Funds; Tax Treatment. Escrow Agent shall invest any cash portion of the Escrow Amount and the Diamond Y Escrow Amount, without distinction between principal and income, in (i) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (ii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, (iii) money market funds (so long as such money market fund is rated AAA by a nationally recognized credit rating agency) or (iv) any combination thereof, with the income from such investments being held by Escrow Agent as part of the Escrow Amount or the Diamond Y Escrow Amount, as applicable. Escrow Amount and the Diamond Y Escrow Amount investments shall remain so invested until receipt by Escrow Agent of a written instruction signed by each of Acquirer Regency and Contributor HEP directing Escrow Agent to change such investment or an instruction in accordance with Section 4 or Section 6 below, as applicable. Except to the extent required by applicable law, the The Parties agree that Acquirer HEP shall be treated as the owner of the Escrow Amount and any earnings on or distributions in respect to the Escrow Amount for federal and state income tax purposes. The Parties agree that Regency Sub shall be treated as the owner of the Diamond Y Escrow Amount and withholding tax purposes and that Acquirer shall include in taxable income the any earnings on or distributions in respect to the Diamond Y Escrow AmountAmount for federal and state income tax purposes. Escrow Agent shall have no obligation to invest or reinvest any cash portion of the Escrow Amount or the Diamond Y Escrow Amount on the day of deposit if deposited with Escrow Agent after 11:00 a.m. (E.S.T.), but shall invest or reinvest the Escrow Amount or the Diamond Y Escrow Amount, as applicable, on the following Business Day (the “Next Business Day”). All instructions received under this Agreement after 11:00 a.m. (E.S.T.) will be treated as if received on the Next Business Day and any actions required to be taken in accordance with such instructions shall occur on the Next Business Day. Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever Escrow Agent shall be required to release the Escrow Amount or the Diamond Y Escrow Amount, as applicable, pursuant to the terms hereof. Requests (or instructions) received after 11:00 a.m. (E.S.T.) by Escrow Agent to liquidate the Escrow Amount or the Diamond Y Escrow Amount will be treated as if received on the Next Business Day. Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the Escrow Amount, which shall be considered to reduce Amount or the Diamond Y Escrow Amount. Any distributions, interest, income or other amounts received on such investment and reinvestment of the Escrow Amount or the Diamond Y Escrow Amount shall become part of the Escrow Amount or the Diamond Y Escrow Amount, as applicable. It is agreed and understood that Escrow Agent may earn reasonable fees associated with the investments outlined above.

Investment of Funds; Tax Treatment. Escrow Agent shall invest any cash portion of the Escrow Amount and the Diamond Y Escrow Amount, without distinction between principal and income, in (i) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (ii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, (iii) money market funds (so long as such money market fund is rated AAA by a nationally recognized credit rating agency) or (iv) any combination thereofXxxxx Fargo MMDA, with the income from such investments being held by Escrow Agent as part of the Escrow Amount or the Diamond Y Escrow Amount, as applicable. Escrow Amount and the Diamond Y Escrow Amount investments shall remain so invested until receipt by Escrow Agent of a written instruction signed by each of Acquirer Regency and Contributor HEP directing Escrow Agent to change such investment or an instruction in accordance with Section 4 or Section 6 below, as applicable. Except to the extent required by applicable law, the The Parties agree that Acquirer HEP shall be treated as the owner of the Escrow Amount and any earnings on or distributions in respect to the Escrow Amount for federal and state income tax purposes. The Parties agree that Regency Sub shall be treated as the owner of the Diamond Y Escrow Amount and withholding tax purposes and that Acquirer shall include in taxable income the any earnings on or distributions in respect to the Diamond Y Escrow Amount for federal and state income tax purposes. Prior to the date hereof, the Parties shall provide the Escrow AmountAgent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 3 is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. Escrow Agent shall have no obligation to invest or reinvest any cash portion of the Escrow Amount or the Diamond Y Escrow Amount on the day of deposit if deposited with Escrow Agent after 11:00 a.m. (E.S.T.), but shall invest or reinvest the Escrow Amount or the Diamond Y Escrow Amount, as applicable, on the following Business Day (the “Next Business Day”). All instructions received under this Escrow Agreement after 11:00 a.m. (E.S.T.) will be treated as if received on the Next Business Day and any actions required to be taken in accordance with such instructions shall occur on the Next Business Day. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever Escrow Agent shall be required to release the Escrow Amount or the Diamond Y Escrow Amount, as applicable, pursuant to the terms hereof. Requests (or instructions) received after 11:00 a.m. (E.S.T.) by Escrow Agent to liquidate the Escrow Amount or the Diamond Y Escrow Amount will be treated as if received on the Next Business Day. Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the Escrow Amount, which shall be considered to reduce Amount or the Diamond Y Escrow Amount. Any distributions, interest, income or other amounts received on such investment and reinvestment of the Escrow Amount or the Diamond Y Escrow Amount shall become part of the Escrow Amount or the Diamond Y Escrow Amount, as applicable. It is agreed and understood that Escrow Agent may earn reasonable fees associated with the investments outlined above.