definiens: means the following investments so long as they have maturities of ninety(90 ) days or less : ( a ) obligations issued or guaranteed by the United States or by any person controlled or supervised by oracting as an instrumentality of the United States or by any person controlled or supervised by or acting as an instrumentalityof the United States pursuant to authority granted by Congress ; ( b ) obligations issued or guaranteed by any state or politicalsubdivision thereof rated either AAA or higher, or MIG 1 or higher, by Moody ’s Investors Service, Inc. ( ) or AAAor higher, or an equivalent, by Standard & Poor ’s Corporation ( ), both of New York, New York, or theirsuccessors ; ( c ) commercial or finance paper which is rated either Prime-1 or higher or an equivalent by Moody ’s or A-1 orhigher or an equivalent by Standard & Poor ’s or their successors ; and ( d ) certificates of deposit or time deposits of banks ortrust companies, organized under the laws of the United States and having minimum equity of $ 500,000,000 . The EscrowAgent shall be entitled to rely upon the written certification of Parent and the Representative as to the characterization of the investment as a Permitted Investment, and shall have no liability to ascertainwhether or not the investment is a Permitted Investment . In the absence of such written directions, the Escrow Agent shallinvest the Escrow Funds in the [ ] . The parties acknowledge that shares in this mutual fund are notobligations of the Escrow Agent, are not deposits and are not insured by the FDIC . The Escrow Agent or its affiliate may becompensated by the mutual fund for services rendered in its capacity as investment advisor, or other service provider, andsuch compensation is both described in detail in the prospectus for the fund, and is in addition to compensation, if any, paidto the Escrow Agent in its capacity as escrow agent hereunder . Until disbursement pursuant to the terms hereof, Earnings willbe deposited into the Escrow Account and invested with the Escrow Funds . The Escrow Agent shall not be accountable forany losses resulting from the sale or depreciation in the market value of such investments thereof, unless such loss results fromthe Escrow Agent ’s gross negligence, fraud or willful misconduct