certificates of deposit and overnight bank deposits with any domestic commercial
bank having capital and surplus in excess of $5,000,000,000; or
(v) institutional money market funds as approved in writing in advance by Buyer
and Seller, including those offered by the Escrow Agent or any affiliate of the
Escrow Agent, in any one or more of the aforementioned types of instruments.
The Escrow Agent may make investments permitted by paragraph 6(b) through or
from its own or its parent's or affiliate's bond department or trust investment
department.
Any interest received by the Escrow Agent shall be reinvested as
provided in this Section 6(b) and remain in the Escrow Fund until disbursed in
accordance with the terms hereof.
The Escrow Agent shall not be responsible or
liable for any loss suffered in connection with any investment of the funds held
pursuant to this Agreement made by it in accordance with this paragraph 6(b) or
realized as a result of the sale of any such investment.
(C)
ALL FEES AND EXPENSES ASSOCIATED WITH THIS SECTION 6 SHALL BE PAID
TO THE ESCROW AGENT OUT OF THE ESCROW FUND.
PRIOR TO ANY INVESTMENT OF THE
ESCROW FUND, BUYER AND SELLER SHALL PROVIDE THE ESCROW AGENT WITH WRITTEN
CERTIFICATION OF THE RESPECTIVE TAXPAYER IDENTIFICATION NUMBERS OR APPROPRIATE
FOREIGN TAXPAYER EXEMPTIONS OF BUYER AND SELLER, RESPECTIVELY. FAILURE TO
PROVIDE SUCH INFORMATION MAY INCUR A PENALTY AND CAUSE THE ESCROW AGENT TO BE
REQUIRED TO WITHHOLD TAX ON ANY INTEREST PAYABLE HEREUNDER. ANY PAYMENTS OF
INCOME SHALL BE SUBJECT TO APPLICABLE UNITED STATES WITHHOLDING REGULATIONS THEN
IN FORCE.
(D)
TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY
LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO
OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN
ACCOUNT.
FOR A NON-INDIVIDUAL PERSON SUCH AS A BUSINESS ENTITY, A CHARITY, A
TRUST OR OTHER LEGAL ENTITY, THE ESCROW AGENT WILL REQUIRE DOCUMENTATION TO
VERIFY ITS FORMATION AND EXISTENCE AS A LEGAL ENTITY.
THE ESCROW AGENT MAY ALSO
REQUEST IDENTIFICATION, LICENSES AND AUTHORIZATION DOCUMENTS FROM INDIVIDUALS
CLAIMING AUTHORITY TO REPRESENT THE ENTITY.
7.
NO CREDITOR RIGHTS.
BUYER AND SELLER SHALL BE ENTITLED TO
PAYMENTS FROM THE ESCROW FUNDS SOLELY IN ACCORDANCE WITH THE TERMS HEREOF.
NO
CREDITOR OF BUYER OR SELLER WILL HAVE ANY RIGHTS IN OR TO THE ESCROW FUNDS.
ACCORDINGLY, IN ORDER TO EFFECTUATE THE PARTIES' INTENTIONS UNDER THIS
AGREEMENT, BUYER HEREBY GRANTS TO SELLER AND SELLER HEREBY GRANTS TO BUYER, A
SECURITY INTEREST IN ALL OF THE GRANTOR'S RIGHTS, TITLE AND INTEREST IN AND TO
THE ESCROW FUNDS AND ANY PROCEEDS (AS SUCH TERM IS DEFINED IN SECTION 9-102 OF
THE UNIFORM COMMERCIAL CODE) OF SUCH FUNDS SO LONG AS THE ESCROW FUNDS AND/OR
ANY SUCH PROCEEDS REMAIN SUBJECT TO THE TERMS OF THIS AGREEMENT.
IN ADDITION,
BUYER AND SELLER HEREBY APPOINT THE ESCROW AGENT AS BUYER'S AND SELLER'S AGENT
FOR POSSESSION OF THE ESCROW FUNDS TO PERFECT BUYER'S AND SELLER'S RESPECTIVE
SECURITY INTERESTS THEREIN.
THE ESCROW AGENT AGREES TO THIS