SHALL
BE UNCERTAIN AS TO ITS DUTIES, OBLIGATIONS OR RIGHTS HEREUNDER OR SHALL RECEIVE
INSTRUCTIONS WITH RESPECT TO THE ESCROW ACCOUNT WHICH, IN ITS REASONABLE
OPINION, ARE IN CONFLICT WITH OTHER INSTRUCTIONS RECEIVED BY IT OR ANY PROVISION
OF THIS ESCROW AGREEMENT, IT SHALL, WITHOUT LIABILITY OF ANY KIND, BE ENTITLED
TO HOLD THE ESCROW ACCOUNT (AND THE ESCROW AMOUNT ON DEPOSIT THEREIN) PENDING
THE RESOLUTION OF SUCH UNCERTAINTY TO THE ESCROW AGENT'S REASONABLE
SATISFACTION, BY FINAL JUDGMENT OF THE BANKRUPTCY COURT, OR THE ESCROW AGENT, AT
ITS OPTION, MAY, IN FINAL SATISFACTION OF ITS DUTIES HEREUNDER, DEPOSIT THE
ESCROW AMOUNT WITH THE CLERK OF THE BANKRUPTCY COURT.
(G)
NOTWITHSTANDING ANYTHING IN THIS ESCROW
AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR
SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER
(INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN
ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF
ACTION.
6.
INDEMNIFICATION.
[SUBJECT TO SECTION 21
HEREOF,](2) REP, GGP AND INVESTOR SEVERALLY HEREBY AGREE TO INDEMNIFY THE ESCROW
AGENT, ITS DIRECTORS, OFFICERS AND EMPLOYEES AND ANY PERSON WHO "CONTROLS" THE
ESCROW AGENT WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OF 1933, AS
AMENDED (COLLECTIVELY, THE "INDEMNIFIED PARTIES"), FOR AND TO HOLD THEM HARMLESS
AGAINST ANY LOSS, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ALL
EXPENSES REASONABLY INCURRED IN ITS INVESTIGATION AND DEFENSE AND COSTS AND
EXPENSES REASONABLY INCURRED IN ENFORCING THIS RIGHT OF INDEMNIFICATION)
INCURRED WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF ANY OF
THE INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS ESCROW
AGREEMENT OR ITS FOLLOWING ANY INSTRUCTIONS OR OTHER DIRECTIONS FROM REP, GGP
AND INVESTOR, EXCEPT TO THE EXTENT THAT ITS FOLLOWING ANY SUCH INSTRUCTION OR
DIRECTION IS EXPRESSLY FORBIDDEN BY THE TERMS HEREOF.
THE PROVISIONS OF THIS
SECTION 6 SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE ESCROW AGENT OR THE
TERMINATION OF THIS ESCROW AGREEMENT.
FOR THE AVOIDANCE OF DOUBT,
NOTWITHSTANDING ANY TERM OF THIS ESCROW AGREEMENT TO THE CONTRARY, NO AMOUNTS
PAYABLE UNDER THIS SECTION 6 SHALL BE PAID OUT OF THE COMMITMENT AMOUNT.
7.
BANKING DAYS.
IF ANY DATE ON WHICH THE
ESCROW AGENT IS REQUIRED TO MAKE AN INVESTMENT OR A PAYMENT PURSUANT TO THE
PROVISIONS OF THIS ESCROW AGREEMENT IS NOT A BANKING DAY, THEN THE ESCROW AGENT
SHALL MAKE SUCH INVESTMENT OR PAYMENT ON THE NEXT SUCCEEDING BANKING DAY.
8.
ESCROW COSTS; NO RIGHT OF SET-OFF.
THE
ESCROW AGENT SHALL BE ENTITLED TO BE PAID A FEE FOR ITS SERVICES PURSUANT TO THE
FEE SCHEDULE ATTACHED AS EXHIBIT I HERETO AND TO BE REIMBURSED FOR ITS
REASONABLE COSTS AND REASONABLE EXPENSES HEREUNDER (INCLUDING REASONABLE COUNSEL
FEES), WHICH FEES, REASONABLE COSTS AND REASONABLE EXPENSES SHALL BE PAID BY
REP.
NOTHING IN THIS SECTION 8 LIMITS THE ESCROW AGENT'S RIGHTS AGAINST REP,
GGP AND INVESTOR FOR THE PAYMENT OF AMOUNTS, IF ANY, DUE TO THE ESCROW