definiens: defined as ( a ) a JPMorgan Chase Bank, N.A. moneymarket deposit account ( ) or a successor or similar investment offered by the Escrow Agent, ( b ) ( i ) investments inmarketable direct or guaranteed obligations of the United States of America that mature within one ( 1 ) year from the date ofpurchase or a fund substantially comprising such securities, and ( ii ) investments in demand deposits and certificates of depositof any United States commercial bank or trust company having capital and surplus in excess of $ 500,000,000, or ( c ) asotherwise instructed in writing jointly by the Parties and as shall be acceptable to the Escrow Agent, provided, however, that shall not include any investment the earnings on which are subject to withholding of tax under theInternal Revenue Code of 1986, as amended, as determined by the Parties . The rate of return on the Permitted Investmentsvaries from time to time based upon market conditions . Written investment instructions, if any, shall specify the type andidentity of the investments to be purchased and/or sold . The Escrow Agent is hereby authorized to execute purchases andsales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity ontheir respective standard terms and conditions . The Escrow Agent or any of its affiliates may receive compensation withrespect to any investment directed hereunder including without limitation charging an agency fee in connection with eachtransaction, in each case, on their respective standard terms and conditions . The Parties recognize and agree that the EscrowAgent will not provide supervision, recommendations or advice relating to either the investment of moneys held in theEscrow Fund or the purchase, sale, retention or other disposition of any investment described herein . The Escrow Agent shallnot have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of thisEscrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Parties togive the Escrow Agent instructions to invest or reinvest the Escrow Amount ( and the Escrow Account Additions, ifapplicable ) . The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary tomake required payments under this Escrow Agreement