Common use of Investment of Funds Clause in Contracts

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (a) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. The Escrow Agent shall invest and reinvest the Escrow Funds as the Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct Direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term b. Savings accounts, certificates of deposit issued by or repurchase agreements of any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) bank, trust company or national banking association (including the Escrow Agent and its affiliates) located ); or c. United States Treasury Money Market funds (money market funds investing exclusively in U.S. Treasury securities and other investments that are backed by the full faith and credit of the United States and having a net worth of at least America). Notwithstanding anything to the contrary herein, in no event may Escrow Funds be held in any deposit account of the Escrow Agent in an amount that exceeds $50,000,000100,000. If the Escrow Agent has not received written instructions from the Company at any time that when an investment decision must needs to be made, the Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in any of the investments described in clause (a) aboveor clause (c) as it deems appropriate. Each of the foregoing investments shall be made in the name of the Escrow Agent in its stated capacity as escrow agenthereunder. No investment shall be made in any instrument or security that has a maturity of greater than three (3) monthsmonths or would mature after , [one year and 90 days following the effective date of the registration statement filed with the Securities and Exchange Commission], and any and all investments hereunder shall be made in investments that are currently marketable or may be liquidated within five (5) business days without penalty or charge. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to Company or Agentthe Company, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and . The Escrow Agent shall not be liable or responsible have no liability for any loss, cost loss or penalty diminution in the Escrow Account resulting from any such sale or liquidationinvestments made in accordance with the provisions of this Agreement. With respect to any funds received by Escrow Agent for deposit into Except as provided in Section 23 hereof, the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required have no duty by reason of this Agreement to invest such funds prepare or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, file any federal or state tax report or return with respect to the extent Escrow Account or any income earned thereon. Transaction costs associated with the investment of the Escrow Funds, such funds have not been previously as commissions, brokerage fees and the like, shall be paid over by out of the Escrow AgentFunds, but in no event shall such costs exceed the amount of interest earned on the Escrow Funds.

Investment of Funds. The Escrow Agent shall invest and reinvest the Escrow Funds as the Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct Direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term b. Savings accounts, certificates of deposit issued by or repurchase agreements of any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) bank, trust company or national banking association (including the Escrow Agent and its affiliates) located ); or c. United States Treasury Money Market funds (money market funds investing exclusively in U.S. Treasury securities and other investments that are backed by the full faith and credit of the United States and having a net worth of at least $50,000,000America). Until otherwise directed by the Company, the Escrow Funds shall be invested as set forth on Exhibit B to this Agreement. If the Escrow Agent has not received written instructions from the Company at any time that when an investment decision must needs to be made, the Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in any of the investments described in clause (a) aboveor clause (c) as it deems appropriate. Each of the foregoing investments shall be made in the name of the Escrow Agent in its stated capacity as escrow agenthereunder. No investment shall be made in any instrument or security that has a maturity of greater than three (3) monthsmonths or would mature after , [one year and 90 days following the effective date of the registration statement filed with the Securities and Exchange Commission], and any and all investments hereunder shall be made in investments that are currently marketable or may be liquidated within five (5) business days without penalty or charge. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to Company or Agentthe Company, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and . The Escrow Agent shall not be liable or responsible have no liability for any loss, cost loss or penalty diminution in the Escrow Account resulting from investments made in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary herein, in no event may Escrow Funds be held in any such sale or liquidation. With respect to any funds received by deposit account of the Escrow Agent for deposit into in an amount that exceeds $100,000. Transaction costs associated with the investment of the Escrow Funds or any written investment instruction Funds, such as commissions, brokerage fees and the like, shall be paid out of Company received by the Escrow Agent after ten o’clockFunds, a.m., Richmond, Virginia, time, but in no event shall such costs exceed the amount of interest earned on the Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow AgentFunds.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. b. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000; or c. Bank repurchase agreements covering the securities of the United States government or United States governmental agencies issued by banks located in the United States having a net worth of at least $50,000,000; or d. Any money market fund substantially all of which is invested in the foregoing investment categories, including any money market fund managed by Escrow Agent and any of its affiliates. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (ad) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clocko'clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondCharlotte, VirginiaNorth Carolina, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the funds held in a Noteholder's Escrow Funds as Company the Company's Representative shall direct (subject to applicable minimum investment requirementsinvestments) in writingwriting from time to time; providedPROVIDED, howeverHOWEVER, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term b. negotiable certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates) located ), which certificates of deposit are insured by the Federal Deposit Insurance Corporation; or c. any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having a net worth any of at least $50,000,000its affiliates. If Escrow Agent has not received a written instructions direction from Company the Company's Representative at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have direction has been received, in investments described in clause (ac) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a remaining maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agentthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company direction received by Escrow Agent with respect to investment of any funds in the Escrow Funds after ten o’clocko'clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondCharlotte, Virginia, North Carolina are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. b. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. 50,000,000 or c. If, but only if, such investment or reinvestment occurs after sale of the Minimum Offering amount, bank repurchase agreements covering the securities of the United States government or United States governmental agencies issued by banks located in the United States having a net worth of at least $50,000,000 or d. If, but only if, such investment or reinvestment occurs after sale of the Minimum Offering amount, banker's acceptances, prime commercial paper or similarly highly liquid investments (such as money market funds selected by the Company, including those of the Escrow Agent and its affiliates) If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (ab) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clocko'clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondCharlotte, VirginiaNorth Carolina, are open for business. The Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by the Escrow Agent.

Investment of Funds. The Escrow Agent shall invest and reinvest the Escrow Funds as the Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct Direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; b. Federal Agency Securities which carry the explicit or implied guarantee of the U.S. Government; c. Short-term Commerical paper rated A-1/P-1 or better; d. Savings accounts, certificates of deposit issued by or repurchase agreements of any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) bank, trust company or national banking association (including the Escrow Agent and its affiliates) located ); or e. U.S. domiciled money market mutual funds (money market funds investing exclusively in the United States and items a. through d. having a net worth AAA rating by Xxxxx’x Investor Service of at least Standard and Poors Corporation. Notwithstanding anything to the contrary herein, in no event may Escrow Funds be held in any deposit account of the Escrow Agent in an amount that exceeds $50,000,000100,000, except as may be held pending clearing or investment which will be accomplished in an expeditious manner. If the Escrow Agent has not received written instructions from the Company at any time that when an investment decision must needs to be made, the Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in any of the investments described in clause (a) aboveor clause (c) as it deems appropriate. Each of the foregoing investments shall be made in the name of the Escrow Agent in its stated capacity as escrow agenthereunder. No investment shall be made in any instrument or security that has a maturity of greater than three (3) monthsmonths or would mature after the Escrow Closing Date, and any and all investments hereunder shall be made in investments that are currently marketable or may be liquidated within five (5) business days without penalty or charge with the exception of a money market mutual fund as provided in this Section 7. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to Company or Agentthe Company, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and . The Escrow Agent shall not be liable or responsible have no liability for any loss, cost loss or penalty diminution in the Escrow Account resulting from any such sale or liquidationinvestments made in accordance with the provisions of this Agreement. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, The Escrow Agent shall not have no duty by reason of this Agreement to prepare or file any federal or state tax report or return with respect to the Escrow Account or any income earned thereon, except that the Escrow Agent may be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, prepare and issue IRS Forms 1099 to the extent appropriate party(ies) in the event that an IRS Form 1099 filing requirement arises with respect to interest or other income earned on the Escrow Funds. Transaction costs associated with the investment of the Escrow Funds, such funds have not been previously as commissions, brokerage fees and the like, shall be paid over by out of the Escrow AgentFunds, but in no event shall such costs exceed the amount of interest earned on the Escrow Funds.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (a) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clocko'clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondCharlotte, VirginiaNorth Carolina, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company Issuer’s Representative shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may the Escrow Funds shall be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the followinginvested such that all such funds are either: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed subject to coverage by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of AmericaFederal Deposit Insurance; or c. Short-term certificates b. invested in U.S. Government Treasury Notes or Bonds and/or securities of deposit issued by federally sponsored agencies, including but not limited to Federal Home Loan Bank Bonds and Federal Farm Credit Bank Bonds, that are in turn pledged as collateral held for the benefit of any bank (as defined in Section 3(a)(6Subscriber(s) whose share of the Securities Exchange Act Escrow Account would not be subject to coverage by Federal Deposit Insurance. No investment shall be made in any instrument or security that has a maturity of 1934greater than six (6) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000months. If Escrow Agent has not received written instructions from Company Issuer’s Representative at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (a) permitted above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or AgentIssuer, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company Issuer’s Representative received by Escrow Agent after ten o’clock, a.m., RichmondGraham, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondGraham, VirginiaNorth Carolina, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (a) aboveBB&T Business Managed Money Rate Savings Account. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow ------------------- Funds as Company Issuer's Representative shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term b. certificates of deposit issued by any a bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including the Escrow Agent and its affiliates) located ), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or similar government agency; or c. any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having a net worth any of at least $50,000,000its affiliates. If Escrow Agent has not received written instructions from Company Issuer's Representative at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (ac) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three thirty (330) monthsdays. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or AgentIssuer, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company Issuer's Representative received by Escrow Agent after ten o’clocko'clock, a.m., Richmond, Virginia, Eastern Standard time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondRaleigh, VirginiaNorth Carolina, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the funds held in the Cash Escrow Funds Account as the Company Shareholder and the Purchaser jointly shall direct (subject to applicable minimum investment requirements) in writingby the furnishing of a joint written direction; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6a) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term (b) certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar governmental agency; (c) located repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having a net worth any of at least $50,000,000its affiliates. If Escrow Agent has not received a joint written instructions from Company direction at any time that an investment decision must be made, Escrow Agent shall invest the Cash Escrow FundsAccount, or such portion thereof as to which no joint written instructions have direction has been received, in investments described in clause (ad) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to the Purchaser or the Company or AgentShareholder, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Cash Escrow Funds Account or any joint written investment instruction of Company direction received by Escrow Agent with respect to investment of any funds in the Cash Escrow Account after ten o’clocko'clock, a.m., RichmondAtlanta, VirginiaGeorgia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondAtlanta, Virginia, Georgia are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the funds held in the Escrow Funds as Company the Depositor and Recipient jointly shall direct (subject to applicable minimum investment requirements) in writingby the furnishing of a Joint Written Direction; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term b. certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates) located ), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar governmental agency; c. repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or d. any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having any of its affiliates. e. Notwithstanding the foregoing, the Escrow Funds shall initially be deposited in, and shall remain deposited in until Escrow Agent receives a net worth Joint Written Direction regarding the investment of at least $50,000,000the Escrow Funds, the Evergreen Institutional U.S. Money Market Fund #836, which is managed by Escrow Agent. If Escrow Agent has not received written instructions from Company a Joint Written Direction at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have Joint Written Direction has been received, in investments described in clause (ae) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agentthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company Joint Written Direction received by Escrow Agent with respect to investment of any funds in the Escrow Funds after ten o’clocko'clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondCharlotte, Virginia, North Carolina are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Prior to the Closing, so long as any portion of the Deposit shall continue to be held by the Escrow Agent, and after the Closing, so long as any portion of the Post-Closing Escrow shall continue to be held by the Escrow Agent, the Escrow Agent shall invest hold the Deposit and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2Post-4Closing Principal, as further explained the case may be, in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings separate segregated accounts and bank money market accounts the Deposit and the Post-Closing Principal, as the case may be, together with any earnings thereon, shall be invested at the joint written direction of Buyer and Seller in: (as bank is defined in Section 3(a)(6a) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or any agency thereof or obligations the principal of fully and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term America or any agency thereof, in each case maturing not more than 30 days after the date of acquisition, (b) time deposit accounts, certificates of deposit or money market deposits maturing within 30 days of the date of acquisition thereof issued by any a bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) or trust company (including the Escrow Agent and its affiliatesAgent) located in which is organized under the laws of the United States of America or any state thereof and having a net worth which bank or trust company has capital surplus and undivided profits aggregating in excess of $500 million and has outstanding debt which is rated “A” (or similar equivalent rating) or higher by at least $50,000,000one nationally recognized statistical rating organization or any money-market fund (such as the STI Classic U.S. Treasury Securities Money Market Fund) sponsored by a registered broker dealer or mutual fund distributor (including the Escrow Agent); or (c) other investments consented to by the Parties in writing. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be madeUnless otherwise instructed in writing, the Escrow Agent shall invest the Escrow FundsDeposit and the Post-Closing Principal and all earnings thereon in the STI Classic U.S. Treasury Securities Money Market Fund. With respect to the Deposit, no investment shall have a maturity greater than June 30, 2005, or such portion thereof longer period as the Parties may agree in writing furnished to which the Escrow Agent; with respect to the Initial Escrow Amount, no written instructions investment shall have been receiveda maturity greater than 180 days after the Closing; and with respect to the Final Escrow Amount, in investments described in clause (a) aboveno investment shall have a maturity greater than 364 days after the Closing. Each of the foregoing investments shall be made in the name of The Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything have the power to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if and withdraw funds from the proceeds thereof are required for any release of funds permitted or required hereunder, Deposit and the Post-Closing Escrow in each case only in order to make such disbursements as authorized herein. The Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidationinvest the proceeds except as provided in this Section 9. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, The Escrow Agent shall not be required have any liability for any loss suffered as a result of any investment made as provided above, any liquidation of any such investment prior to its maturity, or the failure of the Parties to give the Escrow Agent any written instruction to invest such funds or to effect such investment instruction until reinvest the next day upon which banks in RichmondDeposit, Virginia, are open for business. the Post-Closing Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agentor any interest or income thereon.

Investment of Funds. The Escrow Agent shall is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule A hereto. With the execution of this document, the parties hereto acknowledge receipt of prospectuses and/or disclosure materials associated with the investment vehicle, either through means of hardcopy or 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 Company shall direct to the selected investment. The Depositor may provide instructions changing the investment of the Escrow Funds (subject to applicable minimum investment requirements) in writingby the furnishing of a Written Direction to the Escrow Agent; provided, however, that no investment or reinvestment may be made without the consent of the Recipient; and provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States State of AmericaAmerica or money market accounts consisting solely of such obligations; or c. Short-term b. certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates) located in ), which certificates of deposit are insured by the United States Federal Deposit Insurance Corporation or a similar governmental agency; or c. repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and having a net worth of at least $50,000,000its affiliates). If Escrow Agent has not received written instructions from Company a Written Direction at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have Written Direction has been received, in investments described in clause (a) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three thirty (330) monthsdays. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agentthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release disbursement of funds Escrow Funds permitted or required hereunder, . All investment earnings shall become part of the Escrow Funds and investment losses shall be charged against the Escrow Funds. Escrow Agent shall not be liable or responsible for loss in the value of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any such sale or liquidationliquidation of the Escrow Funds. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such any investment instruction until the next day upon which banks in RichmondCharlotte, Virginia, North Carolina are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the funds held in the Escrow Funds as Company the Stockholder Representative shall direct (subject to applicable minimum investment requirementsinvestments) in writingby the furnishing of a Joint Written Direction; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6a) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term (b) certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar governmental agency; (c) located repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having a net worth any of at least $50,000,000its affiliates. If Escrow Agent has not received written instructions from Company a Joint Written Direction at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have Joint Written Direction has been received, in investments described in clause (ad) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) six months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company SCT or Agentthe Stockholder Representative, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company Joint Written Direction received by Escrow Agent with respect to investment of any funds in the Escrow Funds after ten o’clock, a.m., Richmond, Virginia, 10:00 A.M. Philadelphia time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondPhiladelphia, Virginia, Pennsylvania are open for business. All investment orders involving U.S. Treasury obligations, and other direct investments will be executed through XX Xxxxxx Xxxxxxx Asset Management (JPMFAM), in the investment management division of JPMorgan Chase. Subject to principles of best execution, transactions will be effected on behalf of the Escrow Agent shall deliver Fund through broker-dealers selected by JPMFAM. In this regard, JPMFAM will seek to Companyattain the best overall result for the Escrow Fund, taking into consideration quality of service and reliability. An agency fee (the amount of which will be delivered to the Stockholder Representative prior to accepting the order) will be assessed in connection with each transaction. Periodic statements will be provided to Purchaser and Seller reflecting transactions executed on behalf of the Escrow Fund. SCT and the Stockholder Representative, upon request by Companywritten request, an accounting will receive a statement of all funds held transaction details upon completion of any securities transaction in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow AgentFund without any additional cost.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments Xxxxxxx Sach’s Treasury Obligations Money Market Fund as described in clause (a) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (a) above, the Wachovia Money Trust Market Access Fund, Cusip 00000X000. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (a) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondCharlotte, VirginiaNorth Carolina, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the funds held in the Escrow Funds as Company Indemnitee's Representative and Indemnitors' Representative jointly shall direct (subject to applicable minimum investment requirementsinvestments) in writingby the furnishing of a Joint Written Direction; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term b. certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates) located ), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar governmental agency; or c. any money market fund substantially all of which is invested in the United States and having a net worth of at least $50,000,000foregoing investment categories. If Escrow Agent has not received written instructions from Company a Joint Written Direction at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have Joint Written Direction has been received, in investments described in clause (ac) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company the Indemnitee's Representative or Agentthe Indemnitors' Representative, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company Joint Written Direction received by Escrow Agent with respect to investment of any funds in the Escrow Funds after ten o’clocko'clock, a.m., Richmond, Virginia, timea.m. on a particular day, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, [_________] are open for business. The Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, have no responsibility for tax reporting with respect to the extent Escrow Funds until such funds have not been previously paid over by Escrow Agenttime as it receives Form W-9s and such other documents as it reasonably requires from the Indemnitors and Indemnitee, and the required fees in connection therewith.

Investment of Funds. Escrow Agent shall invest and reinvest the funds held in the Escrow Funds as Company Indemnitee’s Representative and Indemnitors’ Representative jointly shall direct (subject to applicable minimum investment requirementsinvestments) in writingby the furnishing of a Joint Written Direction; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term b. certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates) located ), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar governmental agency; or c. any money market fund substantially all of which is invested in the United States and having a net worth of at least $50,000,000foregoing investment categories. If Escrow Agent has not received written instructions from Company a Joint Written Direction at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have Joint Written Direction has been received, in investments described in clause (ac) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company the Indemnitee’s Representative or Agentthe Indemnitors’ Representative, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company Joint Written Direction received by Escrow Agent with respect to investment of any funds in the Escrow Funds after ten o’clock, a.m., Richmond, Virginia, timea.m. on a particular day, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, [_________] are open for business. The Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, have no responsibility for tax reporting with respect to the extent Escrow Funds until such funds have not been previously paid over by Escrow Agenttime as it receives Form W-9s and such other documents as it reasonably requires from the Indemnitors and Indemnitee, and the required fees in connection therewith.

Investment of Funds. The Escrow Agent shall is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Exhibit A hereto. The parties hereto acknowledge that they have discussed the investment and are in agreement as Company shall direct to the selected investment. The Placement Agent and Issuer may provide instructions changing the investment of the Escrow Funds (subject to applicable minimum investment requirements) in writingby furnishing joint written instructions to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; b. the U.S. Bank Money Market Deposit Account as described in Exhibit B; c. Short-term certificates of deposit prime commercial paper rated at least A-1 by Standard & Poor’s Ratings Services and P-1 by Mxxxx’x Investment Service (including commercial paper issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth ); or d. any institutional money market fund offered by Escrow Agent, including any institutional money market fund managed by Escrow Agent or any of at least $50,000,000its affiliates. If Escrow Agent has not received joint written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no joint written instructions have been received, in investments described in clause (ab) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company the Placement Agent or AgentIssuer, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release disbursement of funds Escrow Funds permitted or required hereunder, . All investment earnings shall become part of the Escrow Funds and investment losses shall be charged against the Escrow Funds. Escrow Agent shall not be liable or responsible for loss in the value of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any such sale or liquidationliquidation of the Escrow Funds. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., RichmondNew York, VirginiaNew York, time, Escrow Agent shall not be required to invest such funds or to effect such any investment instruction until the next day upon which banks in RichmondNew York, Virginia, New York are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule A hereto. By execution of this Escrow Agreement, the parties hereto acknowledge receipt of prospectuses and/or disclosure materials associated with the investment vehicle, either through means of hard copy or 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 Company shall direct to the selected investment. The Seller and Buyer may provide instructions changing the investment of the Escrow Funds (subject to applicable minimum investment requirements) in writingby the furnishing of a Joint Written Direction to Escrow Agent (the “Investment Instruction”); provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term b. certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates) located in ), which certificates of deposit are insured by the United States Federal Deposit Insurance Corporation or a similar governmental agency; c. repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and having a net worth its affiliates); or d. any institutional money market fund offered by Escrow Agent, including any institutional money market fund managed by Escrow Agent or any of at least $50,000,000its affiliates. If Escrow Agent has not received written instructions from Company an Investment Instruction at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have Investment Instruction has been received, in investments described in clause (ad) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agentthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release disbursement of funds Escrow Funds permitted or required hereunder, . All investment earnings shall become part of the Escrow Funds and investment losses shall be charged against the Escrow Funds. Escrow Agent shall not be liable or responsible for loss in the value of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any such sale or liquidationliquidation of the Escrow Funds. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, timeEastern Standard Time, Escrow Agent shall not be required to invest such funds or to effect such any investment instruction until the next day upon which banks in Richmond, Virginia, Virginia are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the ------------------- Escrow Funds as Company Issuer's Representative shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates b. savings accounts of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) bank, trust company or national banking association (including Escrow Agent and its affiliates) located ); or c. any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having a net worth any of at least $50,000,000its affiliates. If Escrow Agent has not received written instructions from Company Issuer's Representative at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (ac) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or AgentIssuer, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company Issuer's Representative received by Escrow Agent after ten o’clocko'clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondCharlotte, VirginiaNorth Carolina, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD FINRA Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (a) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the funds held in the Cash Escrow Funds Account as Company the Shareholder Representatives and the Purchaser jointly shall direct (subject to applicable minimum investment requirements) in writingby the furnishing of a joint written direction; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term b. certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates) located ), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar governmental agency; c. repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or d. any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having a net worth any of at least $50,000,000its affiliates. If Escrow Agent has not received a joint written instructions from Company direction at any time that an investment decision must be made, Escrow Agent shall invest the Cash Escrow FundsAccount, or such portion thereof as to which no joint written instructions have direction has been received, in investments described in clause (ad) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company the Purchaser or Agentthe Shareholder Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Cash Escrow Funds Account or any joint written investment instruction of Company direction received by Escrow Agent with respect to investment of any funds in the Cash Escrow Account after ten o’clocko'clock, a.m., RichmondAtlanta, VirginiaGeorgia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondAtlanta, Virginia, Georgia are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments BB&T Money Rate Savings Account as described in clause (a) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the funds held in the Cash Escrow Funds Account as Company the Shareholder Representative and the Purchaser jointly shall direct (subject to applicable minimum investment requirements) in writingby the furnishing of a joint written direction; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6a) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term (b) certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar governmental agency; (c) located repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having a net worth any of at least $50,000,000its affiliates. If Escrow Agent has not received a joint written instructions from Company direction at any time that an investment decision must be made, Escrow Agent shall invest the Cash Escrow FundsAccount, or such portion thereof as to which no joint written instructions have direction has been received, in investments described in clause (ad) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company the Purchaser or Agentthe Shareholder Representative, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Cash Escrow Funds Account or any joint written investment instruction of Company direction received by Escrow Agent with respect to investment of any funds in the Cash Escrow Account after ten o’clocko'clock, a.m., RichmondAtlanta, VirginiaGeorgia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondAtlanta, Virginia, Georgia are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Purchaser and Seller will jointly instruct Escrow Agent in writing as to investment instructions, which shall be limited to the investment of the Escrow Fund in United States Treasury securities. Thereafter, Seller will instruct Escrow Agent in writing as to investment instructions, which shall be limited to the investment of the Escrow Fund in United States Treasury securities. Escrow Agent is authorized to liquidate in accordance with its customary procedures any portion of the Escrow Fund consisting of investments to provide for payments required to be made under this Escrow Agreement. Except as to deposits of funds for which Escrow Agent has received express written direction concerning investment or other handling, the parties hereto direct the Escrow Agent NOT to invest any funds deposited by the parties under the terms of this escrow and waive any rights which they may have under Section 2.8. of the Corporate Fiduciary Act (205 ILCS 620/2-8) to receive interest on funds deposited hereunder. In the absence of an authorized direction to invest funds, the parties hereto agree that Escrow Agent shall be under no duty to invest or reinvest any such funds at any time held by it hereunder; and reinvest further, that Escrow Agent may commingle such deposits with other deposits or with its own funds in the Escrow Funds as Company shall direct manner provided for the administration of funds under Section 2.8. of the Corporate Fiduciary Act (subject 205 ILCS 620/2-8) and may use any part or all such funds for its own benefit without obligation to applicable minimum investment requirements) in writing; providedany party for interest or earnings derived thereby, if any. Provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice nothing herein shall diminish Escrow Agent's obligation to Members 84-7, including apply the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) full amount of the Securities Exchange Act deposits in accordance with the terms of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (a) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as these escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agenttrust instructions.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. : Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. or Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000; or Bank repurchase agreements covering the securities of the United States government or United States governmental agencies issued by banks located in the United States having a net worth of at least $50,000,000; or Any money market fund substantially all of which is invested in the foregoing investment categories, including any money market fund managed by Escrow Agent and any of its affiliates. If Escrow Agent has not received written instructions from Company at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (ad) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agent, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clocko'clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondCharlotte, VirginiaNorth Carolina, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Agent shall invest and reinvest the Escrow Funds as Company Issuer shall direct (subject to applicable minimum investment requirements) in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by b. repurchase agreements with any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) bank, trust company, or national banking association (including Escrow Agent and its affiliates) located ; or c. any money market fund substantially all of which is invested in the United States foregoing investment categories, including any money market fund managed by Escrow Agent and having a net worth any of at least $50,000,000its affiliates. If Escrow Agent has not received written instructions from Company Issuer at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (ac) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company Issuer or AgentIssuer, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company Issuer received by Escrow Agent after ten o’clocko'clock, a.m., Richmond, Virginia, time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Richmond, Virginia, are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. The Escrow Agent shall invest and reinvest the Escrow Funds Funds, as Company Seller’s Representative shall direct (subject to any applicable minimum investment requirements) ), in writing; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6a) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or; c. Short-term (b) certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including the Escrow Agent and its affiliatesAffiliates), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar government agency; or (c) located any money market fund substantially all of which is invested in the United States foregoing categories, including any money market fund managed by the Escrow Agent and having a net worth any of at least $50,000,000its Affiliates. If the Escrow Agent has not received a written instructions direction from Company Seller’s Representative at any time that an investment decision must be made, the Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have direction has been received, in investments described in clause (ac) above. Each of the foregoing investments shall be made in the name of the Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three thirty (330) monthsdays. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to Company Buyer or AgentSeller, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and the Escrow Agent shall not be liable or responsible for any loss, cost cost, or penalty resulting from any such sale or liquidation. With respect to any funds received by the Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company direction from Seller received by the Escrow Agent with respect to investment of any funds received by the Escrow Agent for deposit into the Escrow Funds or any written direction from Seller received by the Escrow Agent with respect to investment of any funds in the Escrow Funds after ten o’clock, 10:00 a.m., RichmondAtlanta, Virginia, Georgia time, the Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondAtlanta, Virginia, Georgia are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. Escrow Defeasance Agent shall invest the ------------------- Defeasancee Funds in the manner set forth in Schedule 1 attached hereto. Each of the Issuer and the Note Holders agree that said investments will provide sufficient funds to redeem the Notes in full on the Redemption Date. In the event, for any reason that it becomes necessary to reinvest any Defeasance Funds, Defeasance Agent shall do so as the Escrow Funds as Company Representatives jointly shall direct (subject to applicable minimum investment requirements) in writingdirect; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4Government Securities, as further explained in NASD Notice to Members 84-7, including accordance with the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) terms of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; or c. Short-term certificates of deposit issued by any bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including Escrow Agent and its affiliates) located in the United States and having a net worth of at least $50,000,000Note Purchase Agreement. If Escrow Defeasance Agent has not received written instructions from Company a Joint Written Direction at any time that an investment decision must be made, Escrow Defeasance Agent shall invest the Escrow Defeasance Funds, or such portion thereof as to which no written instructions have Joint Written Direction has been received, in investments described in clause (a) aboveovernight Government Securities. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agent. No investment shall be made in any instrument or security that has a maturity of greater than three (3) monthsDefeasance Agent. Notwithstanding anything to the contrary contained herein, Escrow Defeasance Agent may, without notice to Company or Agentthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Defeasance Agent shall not be liable or responsible for any loss, cost or penalty penalty, resulting from any such sale or liquidation. With respect to any funds received by Escrow Defeasance Agent for deposit into the Escrow Defeasance Funds or any written investment instruction of Company Joint Written Direction received by Escrow Defeasance Agent with respect to investment of any funds in the Defeasance Funds after ten o’clocko'clock, a.m., RichmondHartford, VirginiaConnecticut, time, Escrow Defeasance Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in RichmondHartford, Virginia, Connecticut are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.

Investment of Funds. The Escrow Agent shall is herein directed and instructed to initially invest and reinvest the Escrow Funds as Company shall direct set forth in Paragraph 5 of Exhibit A attached hereto. With the execution of this document, the parties hereto acknowledge receipt of prospectuses and/or disclosure materials associated with the investment vehicle, either through means of hardcopy or 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 Underwriter and Issuer may provide instructions changing the investment of the Escrow Funds (subject to applicable minimum investment requirements) in writingby furnishing joint written instructions ("Joint Written Direction") to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in investments permissible under SEC Rule 15c2-4, as further explained in NASD Notice to Members 84-7, including the following: a. bank accounts, including savings accounts and bank money market accounts (as bank is defined in Section 3(a)(6) of the Securities Exchange Act of 1934) (including bank money market accounts managed by Escrow Agent and its affiliates); b. Short-term direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States State of America; or; c. Short-term b. certificates of deposit issued by any bank, bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934) and trust company, or national banking association (including Escrow Agent and its affiliates) located in ), which certificates of deposit are insured by the United States Federal Deposit Insurance Corporation or a similar governmental agency; c. repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and having a net worth its affiliates); or d. any institutional money market fund offered by Escrow Agent, including any institutional money market fund managed by Escrow Agent or any of at least $50,000,000its affiliates. If Escrow Agent has not received written instructions from Company a Joint Written Direction at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no written instructions have Joint Written Direction has been received, in investments described in clause (ad) above. Each of the foregoing investments shall be made in the name of Escrow Agent in its stated capacity as escrow agentAgent. No investment shall be made in any instrument or security that has a maturity of greater than three six (36) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Company or Agentthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release disbursement of funds Escrow Funds permitted or required hereunder, . All investment earnings shall become part of the Escrow Funds and investment losses shall be charged against the Escrow Funds. Escrow Agent shall not be liable or responsible for loss in the value of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any such sale or liquidationliquidation of the Escrow Funds. With respect to any funds received by Escrow Agent for deposit into the Escrow Funds or any written investment instruction of Company received by Escrow Agent after ten o’clocko'clock, a.m., RichmondCharlotte, VirginiaNorth Carolina, time, Escrow Agent shall not be required to invest such funds or to effect such any investment instruction until the next day upon which banks in RichmondCharlotte, Virginia, North Carolina are open for business. Escrow Agent shall deliver to Company, upon request by Company, an accounting of all funds held in escrow pursuant to this Agreement, to the extent such funds have not been previously paid over by Escrow Agent.