Common use of Investment of Funds Clause in Contracts

Investment of Funds. Based upon Depositor’s and Recipient’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient may provide written instructions changing the investment of the Escrow Funds to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor and Recipient acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and Recipient, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon Depositor’s and Recipient’s prior review of investment alternatives, in In the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds Amount in the investment indicated on Schedule B hereto. Recipient The Seller Representative and Buyer may provide joint written instructions changing the investment of the Escrow Funds Amount to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor Buyer and Recipient Seller Representative acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a joint written instruction from Recipient Seller Representative and Buyer at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow FundsAmount, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Buyer and RecipientSeller Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds Amount permitted or required hereunder. All investment earnings shall become part of the Escrow Funds Amount and investment losses shall be charged against the Escrow FundsAmount. 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 sale or liquidation of the Escrow FundsAmount. With respect to any Escrow Funds Amount received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon DepositorBuyer’s and RecipientSellers’ Representative’s prior review of investment alternatives, in the absence of further specific written direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on identified in Schedule B hereto. Recipient A. If applicable, Buyer and Sellers’ Representative acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule A. Buyer and Sellers’ Representative may provide written instructions deliver to Escrow Agent a Joint Written Direction changing the investment of the Escrow Funds to the Funds, upon which direction Escrow AgentAgent may conclusively rely without inquiry or investigation; provided, however, that Buyer and Sellers’ Representative warrant that no investment or reinvestment may direction will be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Moody’s (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Buyer and Recipient acknowledge Sellers’ Representative recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase or disposition of any investment and the Escrow Agent does will not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B heretoBuyer and Sellers’ Representative waive receipt of such confirmations. All investments shall will be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Buyer and RecipientSellers’ Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow Funds hereunder and investment losses shall be charged against the Escrow Funds. Escrow Agent shall will 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 sale or liquidation of any such investment. All investment earnings will become part of the Escrow Funds and investment losses will be charged against the Escrow Funds. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. Central Time, Escrow Agent shall will not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds will be confirmed by Escrow Agent by an account statement. Failure to inform Escrow Agent in St. Xxxx, Minnesota writing of any error or omission in any such account statement within 90 days after receipt will conclusively be deemed confirmation and the New York Stock Exchange are open for businessapproval by Buyer and Sellers’ Representative of such account statement.

Investment of Funds. Based upon DepositorParent’s and Recipientthe Securityholder Representative’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds Cash in the investment indicated on Schedule B heretoof this Escrow Agreement. Recipient may provide written instructions changing Parent and the Securityholder Representative are entitled to change the investment of the Escrow Funds to Cash by providing the Escrow Agent; providedAgent with a Joint Written Direction to that effect, however, except that no investment or reinvestment may is to be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including the Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which that have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 three hundred sixty (360) calendar days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including the Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by the Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed required to invest in investments that the Escrow Agent determines, in its sole the Escrow Agent’s discretion determines exercised in good faith, are not consistent with the Escrow Agent’s policy or practices. Depositor Parent and Recipient the Securityholder Representative acknowledge that the Escrow Agent does not have a duty nor will it the Escrow Agent undertake any duty to provide investment advice. If the Escrow Agent has not received a written instruction from Recipient Joint Written Direction at any time that an investment decision must be made, the Escrow Agent is directed to invest the Escrow FundsCash, or such portion thereof of the Escrow Cash as to which no written investment instruction has been received, in the investment indicated on Schedule B heretoof this Escrow Agreement. All investments shall will be made in the name of the Escrow Agent. Notwithstanding anything to the contrary contained hereinin this Escrow Agreement, the Escrow Agent mayis permitted to, without notice to Depositor Parent and Recipientthe Securityholder Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of the Escrow Funds Cash permitted or required hereunderpursuant to this Escrow Agreement. All investment earnings shall on the Escrow Cash will become part of the Escrow Funds Cash and investment losses shall on the Escrow Cash will be charged against the Escrow FundsCash. The Escrow Agent shall is 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 sale or liquidation of the Escrow FundsCash. With respect to any amount of the Escrow Funds Cash received by the Escrow Agent after ten o’clock Pacific Standard 12:00 p.m. (Central Time), the Escrow Agent shall will not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon DepositorPurchaser’s and Recipient’s the Seller Parties prior review of investment alternatives, in the absence of further specific written direction Joint Written Direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient Purchaser and the Seller Parties may provide written instructions Joint Written Direction to Escrow Agent changing the investment of the Escrow Funds to the Escrow AgentFunds; provided, however, that no investment or reinvestment may be made except in the following: (ai) 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; (bii) U.S. dollar denominated demand and time deposit accounts and certificates of deposits issued by any bank, with a national bank and trust company, or national banking association (including Escrow Agent and its affiliates), Agent) which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have has a rating on their its short-term certificates of deposit deposits on the date of purchase investment of “A-1” or “A-l+” by S&P or Standard &Poor’s and “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase investment (ratings on holding companies are not considered as the rating of the bank); or (ciii) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates), rated on the date of investment “AAAm” by Standard &Poor’s or “Aaa-mf” by Xxxxx’x; provided provided, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor Purchaser and Recipient the Seller Parties acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If To the extent that Purchaser and the Seller Parties direct Escrow Agent has not received a written instruction from Recipient at any time that an investment decision must be made, Escrow Agent is directed to invest in a money market fund as described in clause (iii) in this Section 7, Purchaser and the Seller Parties acknowledge that they have received from Escrow FundsAgent, either directly or such portion thereof as via access to which no written investment instruction has been receiveda relevant website, in a current copy of the prospectus for the investment indicated on Schedule B heretothey have authorized, prior to providing such authorization. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and Recipientthe Seller Parties, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific Standard Timetwelve o’clock, p.m., St. Xxxx, Minnesota, local time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon Depositor’s and Recipient’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Custodial Funds in the investment indicated on Schedule B hereto. Recipient Depositor may provide written instructions Written Direction changing the investment of the Escrow Funds to the Escrow AgentCustodial Funds; provided, however, that no investment or reinvestment may be made except in the following: (ai) 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; (bii) U.S. dollar denominated demand and time deposit accounts and certificates of deposits issued by any bank, with a national bank and trust company, or national banking association (including Escrow Agent and its affiliates), Agent) which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have has a rating on their its short-term certificates of deposit deposits on the date of purchase investment of “A-1” or “A-l+” by S&P or Standard &Poor’s and “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase investment (ratings on holding companies are not considered as the rating of the bank); or (ciii) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates), rated on the date of investment “AAAm” by Standard &Poor’s or “Aaa-mf” by Xxxxx’x; provided provided, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor and Recipient acknowledge acknowledges that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If To the extent that Depositor directs Escrow Agent has not received a written instruction from Recipient at any time that an investment decision must be made, Escrow Agent is directed to invest in a money market fund as described in clause (iii) of this Section 7, Depositor acknowledges that it has received from Escrow Agent, either directly or via access to a relevant website, a current copy of the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in prospectus for the investment indicated on Schedule B heretoit has authorized, prior to providing such authorization. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and RecipientDepositor, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Custodial Funds permitted or required hereunder. All investment earnings shall become part of the Escrow Custodial Funds and investment losses shall be charged against the Escrow Custodial 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 sale or liquidation of the Escrow Custodial Funds. With respect to any Escrow Custodial Funds received by Escrow Agent after ten o’clock Pacific Standard Timetwelve o’clock, p.m., St. Xxxx, Minnesota, local time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon DepositorPurchaser’s and RecipientSeller’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment vehicle indicated on Schedule B hereto. Recipient The Representatives may provide written instructions changing the investment of the Escrow Funds to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor Purchaser and Recipient Seller acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient the Representatives at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and RecipientSeller, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon DepositorBuyer’s and RecipientCompany’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient may Company and Buyer may, together, provide written instructions changing the investment of the Escrow Funds to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+A-1+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor Buyer and Recipient Company acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient Company at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Buyer and RecipientCompany, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Funds, unless such loss resulted from the gross negligence or willful misconduct of the Escrow Agent. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific 12:00 p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. (a) In the absence of further specific written direction of Sellers' Representative at any time that an investment decision must be made, Escrow Agent is directed to hold the Adjustment Escrow Amount in a non-interest-bearing deposit account insured by the Federal Deposit Insurance Corporation to the applicable limits. Receipt of the Adjustment Escrow Amount will be confirmed by Escrow Agent by an account statement. Unless otherwise agreed to in writing by Xxxxxx Agent, account statements will be effectively delivered when made available through Escrow Agent’s online portal system (“Pivot”). Failure to inform Xxxxxx Agent in writing of any error or omission in any such account statement within 90 days after receipt will conclusively be deemed confirmation and approval by Xxxxx and Sellers’ Representative of such account statement. (b) Based upon Depositor’s and RecipientSellers’ Representative’s prior review of investment alternatives, in the absence of further specific written direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Xxxxxx Agent is directed to initially invest and reinvest the Indemnity Escrow Funds Amount, together with any interest or other income thereon (collectively, the Indemnity Escrow Funds”) in the investment indicated on identified in Schedule B hereto. Recipient A. If applicable, Sellers’ Representative acknowledges receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule A. Sellers’ Representative may provide deliver to Escrow Agent a written instructions direction changing the investment of the Indemnity Escrow Funds to the Funds, upon which direction Escrow AgentAgent may conclusively rely without inquiry or investigation; provided, however, that Sellers’ Representative warrants that no investment or reinvestment may direction will be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit deposits on the date of purchase of at least “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Xxxxx’x (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed required to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Xxxxx and Recipient acknowledge Sellers’ Representative recognize and agree that the Escrow Agent does will not provide supervision, recommendations or advice relating to either the investment of Indemnity Escrow Funds or the purchase or disposition of any investment and Escrow Agent will not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B hereto. Buyer and Sellers’ Representative waive receipt of such confirmations. (c) All investments shall will be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Buyer and RecipientSellers’ Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of Indemnity Escrow Funds permitted or as required hereunder. All investment earnings shall become part of the Escrow Funds hereunder and investment losses shall be charged against the Escrow Funds. Escrow Agent shall will 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 sale or liquidation of any such investment. All investment earnings will become part of the Indemnity Escrow Funds and investment losses will be charged against the Indemnity Escrow Funds. With respect to any Indemnity Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. Eastern Time, Escrow Agent shall will not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Indemnity Escrow Funds and investment and reinvestment of the Indemnity Escrow Funds will be confirmed by Escrow Agent by an account statement. Unless otherwise agreed to in St. Xxxxwriting by Xxxxxx Agent, Minnesota account statements will be effectively delivered when made available through Pivot. Failure to inform Xxxxxx Agent in writing of any error or omission in any such account statement within 90 days after receipt will conclusively be deemed confirmation and the New York Stock Exchange are open for businessapproval by Sellers’ Representative and Buyer of such account statement.

Investment of Funds. Based upon DepositorParent’s and RecipientRepresentative’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds Cash in the investment indicated on Schedule B hereto. Recipient The Representative may provide written instructions changing the investment of the Escrow Funds Cash to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor Parent and Recipient Representative acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. Parent and Representative acknowledge that they have received from the Escrow Agent, either directly or via access to the relevant website, a current copy of the prospectus for the investment they have authorized in Schedule B, prior to providing such authorization. If Escrow Agent has not received a written instruction from Recipient Representative at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow FundsCash, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Parent and RecipientRepresentative, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds Cash permitted or required hereunder. All investment earnings shall become part of the Escrow Funds Cash and investment losses shall be charged against the Escrow FundsCash. 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 sale or liquidation of the Escrow FundsCash. With respect to any Escrow Funds Cash received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon Depositor’s and Recipient’s Sellers’ prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient Sellers acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment authorized in Schedule B hereto. Sellers Representative may provide written instructions direction changing the investment of the Escrow Funds to the Escrow Agent, upon which direction Escrow Agent shall conclusively rely without inquiry or investigation; provided, however, that Sellers warrant that no investment or reinvestment may direction shall be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Purchasers and Recipient acknowledge Sellers recognize and agree that the Escrow Agent does will not have a duty nor will it undertake provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase, sale, retention or other disposition of any duty investment described herein. Escrow Agent has no responsibility whatsoever to provide determine the market or other value of any investment adviceand makes no representation or warranty, express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of an investment. If Escrow Agent has not received a written investment instruction from Recipient Sellers Representative at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchasers and RecipientSellers, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Fundsany such investment. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., Central Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks Escrow Agent is open to conduct its regular banking business. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds shall be confirmed by Escrow Agent by an account statement, and Purchasers or Sellers may inform Escrow Agent in St. Xxxxwriting of any error, Minnesota omission or inaccuracy in any such account statement. Failure to inform Escrow Agent in writing of any error, omission or inaccuracy in any such account statement within ninety (90) days after receipt shall conclusively be deemed confirmation and the New York Stock Exchange are open approval by Purchasers and Sellers of such account statement in its entirety, which shall thereafter not provide any basis for businessa claim against or liability of Escrow Agent.

Investment of Funds. Based upon Depositor’s Escrow Agent shall hold the Escrow Funds in interest-bearing accounts, and Recipient’s prior review of investment alternatives, shall disburse the Escrow Funds and any proceeds solely as provided by the Parties pursuant to a Joint Written Direction. The Escrow Funds shall be held only for the purpose and subject to the terms and conditions set forth in the absence of further specific written direction Settlement Agreement, and shall not be subject to the contraryany lien, attachment, trusteeship or any judicial process. No third parties or their respective creditors shall have any right to, or claim respecting, the Escrow Funds. Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient MGIC and Bank of America may provide written instructions changing the investment of the Escrow Funds by the furnishing of a Joint Written Direction to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated money market deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or and “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); provided that the or (d) institutional money market funds, including funds managed by Escrow Agent will not be directed to invest in investments that or any of its affiliates. Each of the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor and Recipient acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All foregoing investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and Recipientthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange Minnesota, are open for business.

Investment of Funds. Based upon DepositorParent’s and RecipientRepresentative’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient The Representative may provide written instructions changing the investment of the Escrow Funds to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor Parent and Recipient Representative acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient Representative at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Parent and RecipientRepresentative, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Eastern Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. XxxxTampa, Minnesota Florida and the New York Stock Exchange are open for business.

Investment of Funds. Based upon DepositorBuyer’s and RecipientSeller’s prior review of investment alternatives, in the absence of further specific written direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on identified in Schedule B hereto. Recipient A. If applicable, Buyer and Seller acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule A. Buyer and Seller may provide written instructions deliver to Escrow Agent a Joint Written Direction changing the investment of the Escrow Funds to the Funds, upon which direction Escrow AgentAgent may conclusively rely without inquiry or investigation; provided, however, that Buyer and Seller warrant that no investment or reinvestment may direction will be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Moody’s (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Buyer and Recipient acknowledge Seller recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase or disposition of any investment and the Escrow Agent does will not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B heretoBuyer and Seller waive receipt of such confirmations. All investments shall will be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Buyer and RecipientSeller, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow Funds hereunder and investment losses shall be charged against the Escrow Funds. Escrow Agent shall will 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 sale or liquidation of any such investment. All investment earnings will become part of the Escrow Funds and investment losses will be charged against the Escrow Funds. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. Central Time, Escrow Agent shall will not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds will be confirmed by Escrow Agent by an account statement. Failure to inform Escrow Agent in St. Xxxx, Minnesota writing of any error or omission in any such account statement within 90 days after receipt will conclusively be deemed confirmation and the New York Stock Exchange are open for businessapproval by Buyer and Seller of such account statement.

Investment of Funds. Based upon DepositorPurchaser’s and RecipientSeller’s prior review of investment alternatives, in the absence of further specific written direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on identified in Schedule B hereto. Recipient A. If applicable, Purchaser and Seller acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule A. Purchaser and Seller may provide written instructions deliver to Escrow Agent a Joint Written Direction changing the investment of the Escrow Funds to the Funds, upon which direction Escrow AgentAgent may conclusively rely without inquiry or investigation; provided, however, that Purchaser and Seller warrant that no investment or reinvestment may direction will be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Moody’s (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Purchaser and Recipient acknowledge Seller recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase or disposition of any investment and the Escrow Agent does will not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B heretoPurchaser and Seller waive receipt of such confirmations. All investments shall will be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and RecipientSeller, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow Funds hereunder and investment losses shall be charged against the Escrow Funds. Escrow Agent shall will 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 sale or liquidation of any such investment. All investment earnings will become part of the Escrow Funds and investment losses will be charged against the Escrow Funds. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. (prevailing Central Time), Escrow Agent shall will not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds will be confirmed by Escrow Agent by an account statement. Failure to inform Escrow Agent in St. Xxxx, Minnesota writing of any error or omission in any such account statement within 90 days after receipt will conclusively be deemed confirmation and the New York Stock Exchange are open for businessapproval by Purchaser and Seller of such account statement.

Investment of Funds. Based upon DepositorPurchaser’s and RecipientParent’s prior review of investment alternatives, in the absence of further specific written direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on identified in Schedule B hereto. Recipient A. If applicable, Purchaser and Parent acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule A. Purchaser and Parent may provide written instructions deliver to Escrow Agent a Joint Written Direction changing the investment of the Escrow Funds to the Funds, upon which direction Escrow AgentAgent may conclusively rely without inquiry or investigation; provided, however, that Purchaser and Parent warrant that no investment or reinvestment may direction will be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Xxxxx’x (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Purchaser and Recipient acknowledge Seller Parties recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase or disposition of any investment and the Escrow Agent does will not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B heretoPurchaser and Seller Parties waive receipt of such confirmations. All investments shall will be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and RecipientSeller Parties, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow Funds hereunder and investment losses shall be charged against the Escrow Funds. Escrow Agent shall will 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 sale or liquidation of any such investment. All investment earnings will become part of the Escrow Funds and investment losses will be charged against the Escrow Funds. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. Central Time, Escrow Agent shall will not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds will be confirmed by Escrow Agent by an account statement. Failure of Purchaser and/or Parent to inform Escrow Agent in St. Xxxx, Minnesota writing of any error or omission in any such account statement within ninety (90) days after receipt will conclusively be deemed confirmation and the New York Stock Exchange are open for businessapproval by Purchaser and Seller Parties of such account statement.

Investment of Funds. Based upon DepositorPurchaser’s and RecipientSeller’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment vehicle indicated on Schedule B hereto. Recipient The Representatives may provide written instructions changing the investment of the Escrow Funds to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor Purchaser and Recipient Seller acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient the Representatives at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and RecipientSeller, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. (a) [Based upon DepositorXxxxx’s and RecipientSellers’ Representative’s prior review of investment alternatives, in the absence of further specific written direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Xxxxxx Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on identified in Schedule B hereto. Recipient A. If applicable, Buyer and Sellers’ Representative acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule A.] Buyer and Sellers’ Representative may provide written instructions deliver to Escrow Agent a Joint Written Direction changing the investment of the Escrow Funds to the Funds, upon which direction Escrow AgentAgent shall conclusively rely without inquiry or investigation; provided, however, that Buyer and Sellers’ Representative warrant that no investment or reinvestment may direction shall be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” or “A-l+A- 1” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Xxxxx’x (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Buyer and Recipient acknowledge Sellers’ Representative recognize and agree that the Escrow Agent does will not provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase or disposition of any investment and Escrow Agent shall not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B hereto. Buyer and Sellers’ Representative waive receipt of such confirmations. (b) All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Buyer and RecipientSellers’ Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds permitted or required hereunderhereunder and shall not be liable for any loss, cost or penalty resulting from any sale or liquidation of any such investment, except as a result of Escrow Agent or its affiliates’ Misconduct. 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. Central Time, Escrow Agent shall use commercially reasonable efforts to invest applicable funds on the date thereof, but shall not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds shall be confirmed by Escrow Agent by an account statement. Failure to inform Xxxxxx Agent in St. Xxxxwriting of any error or omission in any such account statement within 90 days after receipt shall conclusively be deemed confirmation and approval by Xxxxx and Sellers’ Representative of such account statement. (c) In the event any interest or other income shall be earned on the Escrow Amount, Minnesota such interest or other income shall become a part of the Escrow Funds and the New York Stock Exchange are open for businesswill disbursed in accordance with Section 4 and Section 7.

Investment of Funds. (a) Based upon DepositorBuyers’ Parent’s and RecipientSellers’ Parent’s prior review of investment alternatives, in the absence of further specific written direction Joint Written Direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Agent is directed to initially invest and reinvest the Escrow Deposit Funds in the investment indicated on identified in Schedule B hereto. Recipient A. If applicable, Buyers’ Parent and Sellers’ Parent acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule A. Buyers’ Parent and Sellers’ Parent may provide written instructions deliver to Escrow Agent a Joint Written Direction changing the investment of the Deposit Funds, which direction Escrow Funds to the Escrow AgentAgent shall conclusively rely without inquiry or investigation; provided, however, that Buyers’ Parent and Sellers’ Parent warrant that no investment or reinvestment may direction shall be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Xxxxx’x (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Buyers’ Parent and Recipient acknowledge Sellers’ Parent recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of Deposit Funds or the purchase or disposition of any investment and the Escrow Agent does shall not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B hereto. Buyers’ Parent and Sellers’ Parent waive receipt of such confirmations. (b) All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Buyers’ Parent and RecipientSellers’ Parent, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Deposit Funds permitted or required hereunder. All investment earnings shall become part of the Escrow Funds hereunder 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 sale or liquidation of any such investment. All investment earnings shall become part of the Escrow Deposit Funds and investment losses shall be charged against the Deposit Funds. With respect to any Escrow Deposit Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. Central Time, Escrow Agent shall not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Deposit Funds and investment and reinvestment of the Deposit Funds shall be confirmed by Escrow Agent by an account statement sent to Buyers’ Parent and Sellers’ Parent. Failure to inform Escrow Agent in St. Xxxx, Minnesota writing of any error or omission in any such account statement within 90 days after receipt shall conclusively be deemed confirmation and the New York Stock Exchange are open for businessapproval by Buyers’ Parent and Sellers’ Parent of such account statement.

Investment of Funds. Based upon Depositor’s and Recipient’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient may provide written instructions changing the investment of the Escrow Funds to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor and Recipient acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and Recipient, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon Depositor’s and Recipient’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the The Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient The Depositor and Recipients may provide written instructions changing the investment of the Escrow Funds by the furnishing of a Joint Written Direction to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: [TO BE REVISED BY ESCROW AGENT] (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or and “P-1” by Xxxxx'x Mxxxx’x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); provided that the or (d) institutional money market funds, including funds managed by Escrow Agent will not be directed to invest in investments that or any of its affiliates. Each of the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor and Recipient acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All foregoing investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and Recipientthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. XxxxPxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon Depositor’s and Recipient’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the The Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient The Buyer and Seller Representative may provide written instructions changing the investment of the Escrow Funds by the furnishing of a Joint Written Direction to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and accounts, certificates of deposits or commercial paper issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), ) which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have has a rating on their short-its short- term certificates of deposit deposits on the date of deposit or purchase of “A-1” or “A-l+” by S&P or and “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Moody’s (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankSEC registered money market funds rated AAAm by S&P and Aaa by Moody’s, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole reasonable discretion exercised in good faith determines are not administratively or operationally feasible consistent with the Escrow Agent’s policy or normal business practices. Depositor and Recipient acknowledge that Each of the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All foregoing investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and Recipientthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon Depositor’s Escrow Agent shall hold the Escrow Funds in interest-bearing accounts, and Recipient’s prior review of investment alternatives, shall disburse the Escrow Funds and any proceeds solely as provided by the Parties pursuant to a Joint Written Direction. The Escrow Funds shall be held only for the purpose and subject to the terms and conditions set forth in the absence of further specific written direction Settlement Agreement, and shall not be subject to the contraryany lien, attachment, trusteeship or any judicial process. No third parties or their respective creditors shall have any right to, or claim respecting, the Escrow Funds. Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient MGIC, CHL, and Servicer may provide written instructions changing the investment of the Escrow Funds by the furnishing of a Joint Written Direction to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated money market deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or and “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); provided that the or (d) institutional money market funds, including funds managed by Escrow Agent will not be directed to invest in investments that or any of its affiliates. Each of the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor and Recipient acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All foregoing investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and Recipientthe Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific twelve o’clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange Minnesota, are open for business.

Investment of Funds. Based upon Depositor’s and Recipient’s prior review of investment alternatives, in the absence of further specific written direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on identified in Schedule B hereto[ ]. If applicable, Depositor and Recipient acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule [ ]. Depositor and Recipient may provide written instructions deliver to Escrow Agent a Joint Written Direction changing the investment of the Escrow Funds to the Funds, upon which direction Escrow AgentAgent shall conclusively rely without inquiry or investigation; provided, however, that Depositor and Recipient warrant that no investment or reinvestment may direction shall be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Moody’s (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor and Recipient acknowledge recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase or disposition of any investment and the Escrow Agent does shall not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B heretoDepositor and Recipient waive receipt of such confirmations. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and Recipient, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds permitted or required hereunderhereunder and shall not be liable any loss, cost or penalty resulting from any sale or liquidation of any such investment. 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. Central Time, Escrow Agent shall not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds shall be confirmed by Escrow Agent by an account statement. Failure to inform Escrow Agent in St. Xxxx, Minnesota writing of any error or omission in any such account statement within ninety (90) days after receipt shall conclusively be deemed confirmation and the New York Stock Exchange are open for businessapproval by Depositor and Recipient of such account statement.

Investment of Funds. Based upon Depositor’s and Recipient’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the The Escrow Agent is herein directed and instructed to invest initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B A hereto. Recipient With the execution of this document, Iconix and Sellers’ Representative 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 Iconix and Sellers’ Representative. Iconix and Sellers’ Representative acknowledge that they have discussed the investment and are in agreement as to the selected investment. Iconix and Sellers’ Representative may provide written instructions changing the investment of the Escrow Funds (subject to applicable minimum investment requirements) by the furnishing of a Joint Written Direction to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: : (a) 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; ; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits certificates of deposit are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); ; (c) repurchase agreements with any institutional money market fund offered by Escrow Agent, including any institutional money market fund managed by Escrow Agent or any of its affiliates; or (d) money market accounts of any bank, trust company, or national banking association (including offered by the Escrow Agent and its affiliates); provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy or practices. Depositor and Recipient acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient Joint Written Direction at any time that an investment decision must be made, Escrow Agent is directed to shall invest the Escrow Funds, or such portion thereof as to which no written investment instruction Joint Written Direction has been received, in the investment indicated on Schedule B A hereto. All Each of the foregoing investments shall be made in the name of Escrow Agent. No investment shall be made in any instrument or security that has a maturity of greater than thirty (30) days. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor and RecipientIconix or Sellers’ Representative, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow 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 cost, tax, fee, penalty or penalty other charge resulting from any investment, reinvestment, sale or liquidation of any investment of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific Standard Timeo’clock, a.m., New York, New York time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for businessBusiness Day.

Investment of Funds. Based upon Depositor’s Purchaser's and Recipient’s Seller's prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient The Seller may provide written instructions changing the investment of the Escrow Funds to the Escrow Agent; provided, however, that no investment or reinvestment may be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which have a rating on their short-short- term certificates of deposit on the date of purchase of “"A-1” " or “"A-l+” " by S&P or “"P-1” " by Xxxxx'x Mxxxx'x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s 's policy or practices. Depositor Purchaser and Recipient Seller acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. If Escrow Agent has not received a written instruction from Recipient Seller at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and RecipientSeller, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock Pacific twelve o'clock, p.m., Central Standard Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. XxxxPxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon Depositor’s and RecipientStockholders’ Representative’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest any Holdback Amount received in the Escrow Funds form of cash in the investment indicated on Schedule B hereto. Recipient Stockholders’ Representative acknowledges receipt from Escrow Agent of a current copy of the prospectus for the investment authorized in Schedule B. Stockholders’ Representative may provide written instructions direction changing the investment of the Escrow Funds Holdback Amount to the Escrow Agent, upon which direction Escrow Agent shall conclusively rely without inquiry or investigation; provided, however, that Stockholders’ Representative warrants that no investment or reinvestment may direction shall be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Purchaser and Recipient acknowledge Stockholders’ Representative recognize and agree that the Escrow Agent does will not have a duty nor will it undertake provide supervision, recommendations or advice relating to either the investment of any duty cash Holdback Amount or the purchase, sale, retention or other disposition of any investment described herein. Escrow Agent has no responsibility whatsoever to provide determine the market or other value of any investment adviceand makes no representation or warranty, express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of an investment. If Escrow Agent has not received a written investment instruction from Recipient Stockholders’ Representative at any time that an investment decision must be made, Escrow Agent is directed to invest any Holdback Amount received in the Escrow Fundsform of cash, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and RecipientStockholders’ Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds Holdback Amount permitted or required hereunder. All investment earnings shall become part of the Escrow Funds Holdback Amount and investment losses shall be charged against the Escrow FundsHoldback Amount. 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 sale or liquidation of the Escrow Fundsany such investment. With respect to any Escrow Funds Holdback Amount in the form of cash or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., Central Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks Escrow Agent is open to conduct its regular banking business. Receipt of any such Holdback Amount and investment and reinvestment of such Holdback Amount shall be confirmed by Escrow Agent by an account statement, and Purchaser or Stockholders’ Representative may inform Escrow Agent in St. Xxxxwriting of any error, Minnesota and the New York Stock Exchange are open for businessomission or inaccuracy in any such account statement.

Investment of Funds. Based upon DepositorBuyer’s and RecipientSeller’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds Amount in the investment indicated on Schedule B heretoof this Escrow Agreement. Recipient may provide written instructions changing Buyer and Seller are entitled to change the investment of the Escrow Funds to Amount by providing the Escrow Agent; providedAgent with a Joint Written Direction to that effect, however, except that no investment or reinvestment may is to be made except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including the Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks which that have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 three hundred sixty (360) days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including the Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by the Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be directed required to invest in investments that the Escrow Agent determines, in its sole the Escrow Agent’s discretion determines exercised in good faith, are not consistent with the Escrow Agent’s policy or practices. Depositor Buyer and Recipient Seller acknowledge that the Escrow Agent does not have a duty nor will it the Escrow Agent undertake any duty to provide investment advice. If the Escrow Agent has not received a written instruction from Recipient Joint Written Direction at any time that an investment decision must be made, the Escrow Agent is directed to invest the Escrow FundsAmount, or such portion thereof of the Escrow Amount as to which no written investment instruction has been received, in the investment indicated on Schedule B heretoof this Escrow Agreement. All investments shall will be made in the name of the Escrow Agent. Notwithstanding anything to the contrary contained hereinin this Escrow Agreement, the Escrow Agent mayis permitted to, without notice to Depositor Buyer and RecipientSeller, sell or liquidate any of the foregoing investments at any time for any disbursement of the Escrow Funds Amount permitted or required hereunderpursuant to this Escrow Agreement. All investment earnings shall on the Escrow Amount will become part of the Escrow Funds Amount and investment losses shall on the Escrow Amount will be charged against the Escrow FundsAmount. The Escrow Agent shall is 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 sale or liquidation of the Escrow FundsAmount. With respect to any Escrow Funds Amount received by the Escrow Agent after ten o’clock Pacific Standard 12:00 p.m., Central Time, the Escrow Agent shall will not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Xxxx, Minnesota and the New York Stock Exchange are open for business.

Investment of Funds. Based upon DepositorPurchaser’s and RecipientSeller’s prior review of investment alternatives, in the absence of further specific written direction to the contrarycontrary at any time that an investment decision must be made, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on identified in Schedule B hereto. Recipient A. If applicable, Purchaser and Seller acknowledge receipt from Escrow Agent of a current copy of the prospectus for the investment identified in Schedule A. Purchaser and Seller may provide written instructions deliver to Escrow Agent a Joint Written Direction changing the investment of the Escrow Funds to the Funds, upon which direction Escrow AgentAgent may conclusively rely without inquiry or investigation; provided, however, that Purchaser and Seller warrant that no investment or reinvestment may direction will be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of at least “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x and maturing no more than 360 days after the date of purchase Xxxxx’x (ratings on holding companies are not considered as the rating of the bank); or (c) repurchase agreements with any bankmoney market funds, trust company, or national banking association (including funds managed by Escrow Agent and or any of its affiliates); provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Purchaser and Recipient acknowledge Seller recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase or disposition of any investment and the Escrow Agent does will not have a duty nor will it undertake any duty liability for any loss in an investment made pursuant to provide investment advicethe terms of this Agreement. If Escrow Agent has not received a written instruction from Recipient at no responsibility whatsoever to determine the market or other value of any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, and makes no representation or such portion thereof warranty as to which no written investment instruction has been receivedthe accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, in the investment indicated on Schedule B heretoPurchaser and Seller waive receipt of such confirmations. All investments shall will be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and RecipientSeller, sell or liquidate any of the foregoing investments at any time for any disbursement of Escrow Funds permitted or required hereunder. All investment earnings shall become part of the Escrow Funds hereunder and investment losses shall be charged against the Escrow Funds. Escrow Agent shall will 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 sale or liquidation of any such investment. All investment earnings will become part of the Escrow Funds and investment losses will be charged against the Escrow Funds. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., U.S. Central Time, Escrow Agent shall will not be required to invest such applicable funds or to effect any investment instruction until the next day upon which banks Business Day. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds will be confirmed by Escrow Agent by an account statement. Failure to inform Escrow Agent in St. Xxxx, Minnesota writing of any error or omission in any such account statement within ninety (90) days after receipt will conclusively be deemed confirmation and the New York Stock Exchange are open for businessapproval by Purchaser and Seller of such account statement.

Investment of Funds. Based upon Depositor’s and RecipientSellers Representative’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. Recipient Sellers Representative acknowledges receipt from Escrow Agent of a current copy of the prospectus for the investment authorized in Schedule X. Xxxxxxx Representative may provide written instructions direction changing the investment of the Escrow Funds to the Escrow Agent, upon which direction Escrow Agent shall conclusively rely without inquiry or investigation; provided, however, that Sellers Representative warrants that no investment or reinvestment may direction shall be made given except in the following: (a) 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; (b) U.S. dollar denominated deposit accounts and certificates of deposits deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency(“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Xxxxx'x Xxxxx’x and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided further, however, that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole discretion determines are not consistent with the Escrow Agent’s policy policies or practices. Depositor Purchaser and Recipient acknowledge Sellers Representative recognize and agree that the Escrow Agent does will not have a duty nor will it undertake provide supervision, recommendations or advice relating to either the investment of Escrow Funds or the purchase, sale, retention or other disposition of any duty investment described herein. Escrow Agent has no responsibility whatsoever to provide determine the market or other value of any investment adviceand makes no representation or warranty, express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of an investment. If Escrow Agent has not received a written investment instruction from Recipient Sellers Representative at any time that an investment decision must be made, Escrow Agent is directed to invest the Escrow Funds, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Depositor Purchaser and RecipientSellers Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of 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 sale or liquidation of the Escrow Fundsany such investment. With respect to any Escrow Funds or investment instruction received by Escrow Agent after ten o’clock Pacific Standard 11:00 a.m., Central Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks Escrow Agent is open to conduct its regular banking business. Receipt of the Escrow Funds and investment and reinvestment of the Escrow Funds shall be confirmed by Escrow Agent by an account statement, and Purchaser or Sellers Representative may inform Escrow Agent in St. Xxxxwriting of any error, Minnesota and the New York Stock Exchange are open for businessomission or inaccuracy in any such account statement.