MAINTAINED WITH THE ESCROW AGENT AN AGGREGATE OF $[·] (THE "COMMITMENT AMOUNT")
IN CASH (ALL OF SUCH AFORESAID AMOUNT, TOGETHER WITH ANY INTEREST, DIVIDENDS OR
OTHER EARNINGS ACCRUED OR EARNED THEREON FROM THE DATE OF DEPOSIT THROUGH THE
DATE OF RELEASE FROM THE ESCROW ACCOUNT, SHALL BE HEREINAFTER REFERRED TO AS THE
"ESCROW AMOUNT"), AND THE ESCROW AGENT HEREBY
(1) Note to Draft:
Applicable only to Fund agreement.
ACKNOWLEDGES RECEIPT OF THE ESCROW AMOUNT.
THE ESCROW AGENT SHALL HOLD, INVEST,
REINVEST, MANAGE, ADMINISTER, DISTRIBUTE AND DISPOSE OF THE ESCROW AMOUNT IN
ACCORDANCE WITH THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS ESCROW
AGREEMENT.
2.
INVESTMENT OF ESCROW AMOUNT.
UNTIL THE
TERMINATION OF THIS ESCROW AGREEMENT, THE ESCROW AMOUNT SHALL BE INVESTED OR
REINVESTED IN ONE OR MORE OF THE FOLLOWING AS JOINTLY AGREED AND INSTRUCTED BY
REP AND INVESTOR:
(A)
CASH CURRENCY OF THE UNITED STATES OF
AMERICA;
(B)
DEBT SECURITIES ISSUED OR DIRECTLY OR
INDIRECTLY FULLY GUARANTEED OR INSURED BY THE FEDERAL GOVERNMENT OF THE UNITED
STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF AND HAVING A MATURITY OF ONE
YEAR OR LESS; AND/OR
(C)
TIME DEPOSITS OR SHORT-TERM MARKET
INSTRUMENTS OF THE ESCROW AGENT.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESCROW AGENT SHALL NOT BE RESPONSIBLE
FOR ANY DIMINUTION IN VALUE OF THE ESCROW ACCOUNT DUE TO LOSSES RESULTING FROM
INVESTMENTS MADE PURSUANT TO THIS ESCROW AGREEMENT AND IN ACCORDANCE WITH THE
TERMS AND CONDITIONS HEREIN.
THE ESCROW AGENT SHALL HAVE THE RIGHT TO LIQUIDATE
ANY INVESTMENT HELD IN ORDER TO PROVIDE FUNDS NECESSARY TO MAKE REQUIRED
PAYMENTS UNDER THIS ESCROW AGREEMENT.
3.
PAYMENTS FROM THE ESCROW ACCOUNT.
THE
ESCROW AGENT SHALL HOLD THE ESCROW AMOUNT IN ESCROW IN THE ESCROW ACCOUNT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS ESCROW AGREEMENT AND
SHALL MAKE PAYMENTS FROM THE ESCROW ACCOUNT ONLY AS PROVIDED IN THIS SECTION 3
OR AS PROVIDED IN SECTIONS 8 OR 12 BELOW.
(A)
REP AND INVESTOR SHALL BE PAID SUCH
AMOUNTS AS ARE AUTHORIZED TO BE PAID TO REP AND INVESTOR, AS APPLICABLE,
PURSUANT TO SECTION 4 BELOW.
(B)
WITHOUT LIMITING THE TERMS OF
SECTION 3(A) ABOVE, BUT SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS
ESCROW AGREEMENT, IN THE EVENT THAT THERE IS A POSITIVE BALANCE IN THE ESCROW
ACCOUNT ON THE RELEASE DATE, INVESTOR SHALL, UPON WRITTEN NOTICE TO EACH PARTY
HERETO IN THE FORM ATTACHED HERETO AS EXHIBIT II (THE "RELEASE DATE NOTICE"), BE
ENTITLED ON THE RELEASE DATE TO BE PAID THE BALANCE OF THE ESCROW AMOUNT OUT OF
THE ESCROW ACCOUNT; PROVIDED THAT THE RELEASE DATE NOTICE MAY NOT BE DELIVERED
UNLESS GGP HAS CONSENTED THERETO IN WRITING WHICH SHALL BE EVIDENCED BY
CO-SIGNING THE RELEASE DATE NOTICE.
GGP HEREBY AGREES TO CO-SIGN THE RELEASE
DATE NOTICE UPON THE REQUEST OF INVESTOR AT ANY TIME AFTER THE OCCURRENCE OF THE
RELEASE DATE.
FOR PURPOSES OF THIS AGREEMENT, THE RELEASE DATE SHALL MEAN
DECEMBER 31, 2010, OR, IN THE EVENT