Common use of Establishment of Escrow Account Clause in Contracts

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 below.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth TrustU.S. Bank National Association, Inc.as Trustee” (the “Escrow Account”). This Agreement shall be effective on ) at its office located at 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107, (B) the Effective Date and Initial Purchasers at the Company shall notify direction of the Transfer Agent and Issuer will deposit with the Escrow Agent the gross proceeds from the sale of the Effective Date Securities and (C) the Issuers (or the Company on behalf of the registration statementIssuers) shall deposit with the Escrow Agent the Additional Amount (the amounts referred to in clauses (B) through (C) the “Escrow Funds”). (ii) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All monies deposited amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Escrowed Property that is cash in cash, in Treasury Securities or Cash Equivalents as may be directed by the Issuer in writing from time to time. If and until the Trustee receives such a written direction the funds in the escrow account shall remain uninvested. In selecting any Treasury Securities or Cash Equivalents, the Issuer shall determine that the proceeds thereof at maturity, when added to the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity, provide funds to the Escrow Agent in an amount at least equal to the Escrow Redemption Price on the assumed Escrow Redemption Date. All such property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “Escrowed Funds.” terms hereof. The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From Account and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated all property held therein by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to under the Soliciting Dealer who submitted control (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeaning of Section 9-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 104 of the subscribers’ Payments UCC) of the Trustee for the benefit of the holders of the Securities. (iii) The obligation and issue a Payment made payable to the order liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property and any other moneys on deposit with it pursuant to this Agreement, including any interest accruing thereon. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Treasury Securities or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. On or prior (a) Each Shareholder and RSI are contemporaneously with the execution and delivery of this Agreement by each of the parties delivering the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the commencement of the OfferingEscrow Agent for deposit into separate escrow accounts (each, an "Escrow Account" and collectively, the Company shall establish an interest-bearing escrow account with "Escrow Accounts") by the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent hereby acknowledges receipt of the Effective Date of the registration statementsame. All monies deposited Indemnification Shares and Cash Collateral in the Escrow Account are hereinafter referred to as Accounts shall be available for distribution by the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB BankEscrow Agent, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant subject to the provisions of Section 5(athis Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) below. From and after such time, the Surviving Corporation shall deposit with the Escrow Agent shall promptly return any securities issued to the Transfer Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held by the Escrow Agent as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities to the respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in an interest-bearing money market account. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the preceding sentence or as a result of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possible. (b) At any time and from time to time after the Closing Date, any or all of the Indemnification Shares deposited by any Shareholder or RSI in its Escrow Account on the Closing Date may be withdrawn upon at least five (5) business days' prior notice by RSI or the Shareholders, as applicable, to the other, but if and only if simultaneously with such withdrawal the withdrawing party delivers immediately available funds to the Escrow Agent for deposit into such party's Escrow Account in an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior amount equal to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds aggregate Market Value of the subscribers’ Payments and issue a Payment made payable to the order number of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowIndemnification Shares so withdrawn.

Establishment of Escrow Account. On (a) At or prior to the commencement of the OfferingClosing, the Company Escrow Agent shall establish an interest-bearing escrow account with Escrow Account in which the Escrow Agent, which escrow account Amount shall be entitled “Escrow Account for held, invested and distributed. At the Benefit of Subscribers Closing, Buyer shall instruct its transfer agent to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and deliver to the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into Account, a certificate issued in the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order name of the Escrow Agent for the aggregate amount number of shares of Buyer common stock issued for the benefit of the subscription proceedsStockholder pursuant to the Stock Purchase Agreement (the "ESCROW SHARES" and, which proceeds together with the Distributions referred to below, the "ESCROW AMOUNT") as required by Section 2(c) of the Stock Purchase Agreement. (b) In the event the Escrow Shares are reclassified or otherwise changed into or exchanged for other securities, property or cash pursuant to any merger, consolidation, sale of all or substantially all of the assets of Altama Delta or Buyer and liquidation or other transaction, the securities, cash or other property received by the Escrow Agent in respect of the Escrow Shares shall all be retained by it as part of the Escrow Amount. All such cash, property, Buyer capital stock and other securities received and retained by the Escrow Agent pursuant to the foregoing sentence are referred to herein as "DISTRIBUTIONS." Notwithstanding the foregoing, any non-liquidating cash dividends in respect of the Escrow Shares shall not be retained by the Escrow Agent and shall not become part of the Escrow Amount, and instead shall be deposited promptly remitted to Stockholder. (c) The Escrow Agent shall file information returns with the same as other Payments pursuant United States Internal Revenue Service and payee statements with Stockholder, documenting all Distributions and gains earned or realized on the Escrow Amount for the account of Stockholder (collectively, "EARNINGS"). Stockholder shall provide to Section 2 belowthe Escrow Agent all forms and information necessary to complete such information returns and payee statements. In the event the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, relating to Earnings or any payment made hereunder, the Escrow Agent may deduct such taxes from the Escrow Amount.

Establishment of Escrow Account. On (i) Concurrently with the execution and delivery hereof, Escrow Agent shall establish the Escrow Account at the office of Escrow Agent or prior Subcustodian in New York. All funds and Temporary Cash Investments accepted by Escrow Agent pursuant to this Agreement shall be held for the commencement exclusive benefit of the OfferingTrustee, for the ratable benefit of the holders of the Notes. All such funds and Temporary Cash Investments shall be held in the Escrow Account until disbursed in accordance with the terms hereof. The Escrow Account, and the funds and any permitted Temporary Cash Investments and proceeds held therein by Escrow Agent, shall be deemed to be under the sole dominion and control of the Trustee for the ratable benefit of the holders of the Notes and all such funds and Temporary Cash Investments shall be held by Escrow Agent separate and apart from all other funds or investments of or held by Escrow Agent, subject to Section 5 hereof. Concurrently with the execution and delivery hereof, the Company shall establish an interest-bearing escrow account with deliver the Initial Escrow Agent, which escrow account shall be entitled “Amount in cash or Temporary Cash Investments to Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Account against Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount. Escrow Agent or deposited into hereby acknowledges the security interest in the Escrow Agent’s account, pursuant to Section 5(d) belowCollateral in favor of the Trustee as a secured party for the ratable benefit of the holders of the Notes. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than Escrow Agent does not have any interest in the Escrow Agent shall be returned to Collateral except as escrow holder for the Soliciting Dealer who submitted benefit of the PaymentTrustee for the ratable benefit of the holders of the Notes. The Managing Dealer may authorize certain Soliciting Dealers parties acknowledge that are “$250,000 broker-dealers” this Agreement is intended to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order establish control of the Escrow Agent Account and the Escrow Collateral in favor of the Trustee for the aggregate amount ratable benefit of the subscription proceeds, which proceeds holders of the Notes in accordance and for purposes of Sections 8-106 and 9-115 of the Uniform Commercial Code (as defined in the Indenture). The parties agree that no other person shall be deposited granted such control. (ii) The Company shall pay or reimburse Escrow Agent upon request for any transfer taxes or other taxes, fees, charges or expenses relating to the same as other Payments pursuant to Section 2 below.Escrow Collateral incurred

Establishment of Escrow Account. On Deposits in Escrow --------------------------------------------------- Account. With respect to those Mortgage Loans on which the Master Servicer ------- or any Sub-Servicer collects Escrow Payments, the Master Servicer shall, and shall cause any Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank, or a savings and loan association, the deposits of which are insured by the FDIC, in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Master Servicer. Subject to compliance with applicable law, one Escrow Account may relate to multiple Mortgage Loans and other mortgage loans serviced by the Master Servicer. The Master Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the commencement use thereof. The Master Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, all Escrow Payments collected on account of any Mortgage Loans, for the Offeringpurpose of effecting timely payment of any such items as required under the terms of this Agreement. The Master Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Master Servicer or the Company shall establish an interestSub-bearing escrow account with the Escrow Agent, which escrow account Servicer shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective retain any interest paid on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies funds deposited in the Escrow Account are hereinafter referred by the depository institution other than interest on escrowed funds required by law to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable be paid to the order of UMB BankMortgagor and, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant extent required by law, the Master Servicer shall pay interest on escrowed funds to the provisions of Section 5(a) below. From and after such time, Mortgagor notwithstanding that the Escrow Agent shall promptly return to the Transfer Agent Account is non-interest-bearing or that interest paid thereon is insufficient for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowpurposes.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “MPM Escrow LLC—Escrow Account” Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” #242033 (the “Escrow Account”) at its office located at 000 Xxxxxxx Xxxx Place, Pittsburgh, PA, 15259 (B) the Initial Purchasers at the direction of the Issuer will deposit with the Escrow Agent the gross proceeds from the sale of the Securities and (C) the Issuers (or the Company on behalf of the Issuers) shall deposit with the Escrow Agent the Additional Amount (the amounts referred to in clauses (B) through (C) the “Escrow Funds”). (ii) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. This Agreement All amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Escrowed Property that is cash in cash, Government Obligations or Cash Equivalents as may be effective directed by the Issuer in writing from time to time. If and until the Trustee receives such a written direction the funds in the Escrow Account shall remain uninvested. In selecting any Government Obligations or Cash Equivalents, the Issuer shall determine that the proceeds thereof at maturity, when added to the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity, provide funds to the Escrow Agent in an amount at least equal to the Escrow Redemption Price on the Effective Date and assumed Escrow Redemption Date. At any time prior to the Company shall notify Escrow Redemption Date, the Transfer Agent Issuer may substitute any amount of cash or Government Obligations included in the Escrowed Property as the Additional Amount by posting Letters of Credit in an equal amount with the Escrow Agent, and the Escrow Agent shall return such amount of cash or Government Obligations to the Effective Date Issuer upon receipt of such Letters of Credit in a face amount equal to the registration statementamount being returned. All monies deposited such property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “Escrowed Funds.” terms hereof. The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From Account and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated all property held therein by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to under the Soliciting Dealer who submitted control (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeaning of Section 9-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 104 of the subscribers’ Payments UCC) of the Trustee for the benefit of itself and issue a Payment made payable to the order holders of the Securities. (iii) The obligation and liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property and any other moneys on deposit with it pursuant to this Agreement, including any interest accruing thereon. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Government Obligations or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of Macquarie CNL Macquarie Global Growth Income Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for Macquarie CNL Macquarie Global Growth Income Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return send to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 below.

Establishment of Escrow Account. On or prior to the date of the commencement of the OfferingOfferings, the Company parties shall establish an interesta non-interest bearing escrow account with the Escrow Agent, which escrow account shall be entitled “"Mercer Insurance Group, Inc. Stock Purchase Account" (the "Escrow Account Acxxxxx"). The Company will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to "Wilmington Trust Company, as escrow agent for Mercer Insurance Group, Inc." Escrow Agent agrees to hold all funds xxxxxxed by it in escrow for the Benefit of Subscribers subscriber or purchaser desiring to purchase Shares of CNL Macquarie Global Growth Trustin the Offerings or the Third Party Offering. It is understood that all checks or money orders received by the Escrow Agent are subject to clearance time, Inc.” (and the “funds represented thereby cannot be drawn upon or invested until such time as the same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Account”). This Agreement shall be effective Agent as uncollectible, the Escrow Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such uncollected checks to the Effective Date Company, and the Company shall notify the Transfer Agent and MMIC hereby jointly and severally agree to pay to the Escrow Agent all such expenses. The Escrow Agent shall redeposit such checks(s) for collection only upon the verbal or written instruction of the Effective Date of Company; however, in no instance shall the registration statementchecks(s) be presented for collection more than two (2) times. All monies deposited in Should the Escrow Account are hereinafter referred to as check(s) be uncollectible after the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timesecond presentation, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by notify the Company any Payments received by and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier's check or money order or such other form of draft that the Company and the Escrow Agent approve, at which time the Escrow Agent shall as soon as reasonably practicable return said uncollectible check(s) to the subscriber or deposited into purchaser. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier's check or money order or such other form of draft acceptable to the Escrow Agent and the Company, the Escrow Agent’s account, pursuant at the instruction of the Company, shall return the check(s) to Section 5(d) belowsuch subscriber or purchaser. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company Except pursuant to the provisions of Section 5(a) below Company's instructions, any checks or money orders received that are made payable to a party other than "Wilmington Trust Company, as escrow agent for Mercer Insurance Group, Inc." shall be returned by the Escrow Agent xx xxx subscriber or purchaser submitting such checks or money orders. In such cases, the Escrow Agent shall be returned to promptly notify the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to Company of such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowreturn.

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Income Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Income Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 below.

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company 2.1 The parties hereto shall establish an interest-interest bearing escrow account with at the offices of the Escrow Agent, which escrow account shall be entitled “Escrow Account for and bearing the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trustdesignation, Inc.” set forth on the Information Sheet (the “"Escrow Account”"). This Agreement shall be effective on the Effective Date The Underwriter and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company Selected Dealers will cause the Soliciting Dealers to instruct subscribers to make Payments checks for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Selected Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” check. 2.2 On or before the date of the initial deposit in the Escrow Account pursuant to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such casethis Agreement, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of Underwriter shall notify the Escrow Agent for the aggregate amount in writing of the subscription proceedseffective date of the Registration statement (the "Effective Date") and the Escrow Agent shall not be required to accept any amounts for deposit in the Escrow Account prior to its receipt of such notification. 2.3 The Offering Period, which proceeds shall be deemed to commence on the effective Date, shall consist of the number of calendar days or business days set forth on the Information Sheet. The Offering Period shall be extended by an Extension Period only if the Escrow Agent shall have received written notice from the Underwriter and the Issuer thereof at least five (5) business days prior to the expiration of the Offering Period. The Extension Period, which shall be deemed to commence on the next calendar day following the expiration of the Offering Period, shall consist of the number of calendar days or business days set forth on the Information Sheet. The last day of the Offering Period, or the last day of the Extension Period (if the Escrow Agent has received written notice thereof as hereinabove provided), is referred to herein as the "Termination Date". Except as provided in Section 4.3 hereof, after the Termination Date the Underwriter shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers. 2.4 During the escrow period, the Issuer is aware and understands that it is not entitled to any funds received into escrow, and no amounts deposited in the same as Escrow Account shall become the property of the Issuer or any other Payments pursuant entity, or be subject to Section 2 belowthe debts of the Issuer or any other entity.

Establishment of Escrow Account. On (a) At or prior to the commencement of the OfferingClosing, the Company Escrow Agent shall establish an interest-bearing escrow account with Escrow Account in which the Escrow Agent, which escrow account Property shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trustheld, Inc.” invested and distributed (the “Escrow Account”"ESCROW ACCOUNT"). This Agreement At the Closing, Buyer shall be effective on the Effective Date and the Company shall notify the Transfer Agent and cause Phoenix Footwear to instruct its transfer agent to deliver to the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into Account, a certificate issued in the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order name of the Escrow Agent for the aggregate amount Closing Shares (as so deposited, the "ESCROW SHARES" and, together with the Distributions referred to below and any gains thereon or substitutions therefore in accordance with the terms hereof, the "ESCROW PROPERTY") as required by Section 2.03(b) of the subscription proceeds, which proceeds Asset Purchase Agreement. The Escrow Shares shall be deposited beneficially owned by Seller. (b) In the same as event the Escrow Shares are reclassified or otherwise changed into or exchanged for other Payments securities, property or cash pursuant to Section 2 belowany merger, consolidation, sale of all or substantially all of the assets of Phoenix Footwear and liquidation or other transaction, the securities, cash or other property received by the Escrow Agent in respect of the Escrow Shares shall all be retained by Escrow Agent as part of the Escrow Property. All such cash, property, Phoenix Footwear capital stock and other securities received and retained by the Escrow Agent pursuant to the foregoing sentence are referred to herein as "DISTRIBUTIONS." Notwithstanding the foregoing, any non-liquidating cash dividends in respect of the Escrow Shares shall not be retained by the Escrow Agent and shall not become part of the Escrow Property, and instead shall be promptly remitted to Seller or such persons as Seller's Agent may designate in writing to the Escrow Agent. (c) The Escrow Agent shall (i) file information returns with the United States Internal Revenue Service and payee statements with Seller, documenting all Distributions and gains earned or realized on the Escrow Property for the account of Seller ("EARNINGS"), and (ii) prepare any and all necessary federal, state and local tax filings or reports, including, without limitation, IRS Form 1099 in connection with the release or distribution of all or any portion of the Escrow Property. Seller's Agent shall provide to the Escrow Agent all forms and information necessary to complete such information returns, payee statements and applicable forms. In the event the Escrow Agent becomes liable for the payment of taxes, including withholding taxes and penalties or interest for failure to properly withhold or time report income and which penalties and interest are not due to the Escrow Agent's own negligence, relating to Earnings or any payment made hereunder, the Escrow Agent may deduct such taxes, penalties or interest from the Escrow Property. (d) The Escrow Property shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of the Seller or of any party hereto. The Escrow Agent shall hold and safeguard the Escrow Property until release in accordance with the terms hereof. (e) The interests of the Seller in the Escrow Account and in the Escrow Property, as applicable, shall not be assignable or transferable. No assignment or transfer of any of such interests by operation of law shall be recognized or given effect. Notwithstanding the foregoing, the Seller's Agent may at any time instruct the Escrow Agent to sell the Escrow Property other than Disputed Escrow Property which constitute securities, subject to the restrictions and obligations under the Asset Purchase Agreement and the Registration Rights Agreement (as defined in the Asset Purchase Agreement) and the Escrow Agent shall so dispose of such Escrow Property, provided that it has no liability or obligations with respect thereto and the proceeds thereof are deposited with the Escrow Agent and become Escrow Property. Buyer shall cause Phoenix Footwear to cooperate with the Escrow Agent in issuing, or causing its transfer agent to issue, such stock certificates as shall be required to effect such transfers which involve Escrow Shares.

Establishment of Escrow Account. On or prior (a) Each Shareholder and RSI are contemporaneously with the execution and delivery of this Agreement by each of the parties delivering the number of Indemnification Shares (together with executed stock powers in respect thereof) and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the commencement of the Offering, the Company shall establish Escrow Agent for deposit into an interest-bearing escrow account with (the "Escrow Account") by the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent hereby acknowledges receipt of the Effective Date of the registration statementsame. All monies deposited Indemnification Shares and Cash Collateral in the Escrow Account are hereinafter referred to as shall be available for distribution by the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB BankEscrow Agent, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant subject to the provisions of Section 5(athis Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by Holdco to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) below. From and after such time, Holdco shall deposit with the Escrow Agent shall promptly return any securities issued to the Transfer Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, in each case together with specific written instructions to the Escrow Agent for deposit into an account designated by on whose behalf the Company any Payments received same should be credited, and (ii) such securities shall be held by the Escrow Agent or deposited into as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, Holdco shall instruct the Escrow Agent’s account, pursuant Agent to Section 5(d) below. Any Payments received prior distribute such securities to the time, if any, respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in the Escrowed Funds are deliverable to the Company HQ/VANTAS Indemnification Escrow Agreement account (F/B/O 795012). The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the provisions preceding sentence or as a result of Section 5(aany liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon written demand by such depositor, upon specific written instructions to the Escrow Agent with respect thereto. The Escrow Agent shall have no obligation to invest or reinvest the Cash Collateral if deposited with the Escrow Agent after 11:00 a.m. (E.S.T.) below that are made payable on such day of deposit. Instructions received after 11:00 a.m.(E.S.T.) will be treated as if received on the following business day. The Escrow Agent shall have the power to a party other than sell or liquidate the foregoing investments whenever the Escrow Agent shall be returned required to release the Escrow Property pursuant to the Soliciting Dealer who submitted terms hereof. Requests (or instructions) received after 11:00 a.m. (E.S.T.) by the PaymentEscrow Agent to liquidate the Escrow Property will be treated as if received on the following business day. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments Escrow Agent shall have no responsibility for Shares subscribed for payable directly to any investment losses resulting from the investment, reinvestment or liquidation of the Escrow Property. Any interest or other income received on such Soliciting Dealersinvestment and reinvestment of the Escrow Property shall become part of the Escrow Property. In such caseIf a selection is not made, the Soliciting Dealer will collect Escrow Property shall remain uninvested with no liability for interest therein. It is agreed and understood that the proceeds Escrow Agent may earn fees associated with the investments outlined above. (b) At any time and from time to time after the Closing Date, any or all of the subscribers’ Payments and issue a Payment made payable Indemnification Shares deposited by any Shareholder or RSI in the Escrow Account on the Closing Date may be withdrawn upon at least five (5) business days' prior notice by RSI or the Shareholders, as applicable, to the order of other (with a copy to the Escrow Agent), but if and only if simultaneously with such withdrawal the withdrawing party delivers immediately available funds to the Escrow Agent for deposit into the Escrow Account in an amount equal to the aggregate amount Market Value of the subscription proceedsnumber of Indemnification Shares so withdrawn, which proceeds determination shall be deposited set forth in a written notice to the same as other Payments pursuant Escrow Agent signed by RSI or the applicable Shareholder and upon which the Escrow Agent shall be entitled to Section 2 belowconclusively rely.

Establishment of Escrow Account. On or prior to the date of the commencement of the OfferingOfferings, the Company parties shall establish an interest-bearing escrow account with the Escrow Agent ("Escrow Account"). The Company, through the prospectus or otherwise, will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to the Escrow Agent, which escrow account shall be entitled “for deposit into the Escrow Account and shall return to subscribers for correction of any non-conforming instruments or reject the deposits and cause the return of funds to such subscribers or purchasers. Escrow Agent agrees to hold all funds received by it in escrow for the Benefit subscriber or purchaser desiring to purchase Shares in the Offerings until such time as the conditions for release of Subscribers funds are met. It is understood that all checks or money orders received by the Escrow Agent are subject to Shares of CNL Macquarie Global Growth Trustclearance time, Inc.” (and the “funds represented thereby cannot be drawn upon or invested until such time as the same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Account”). This Agreement shall be effective Agent as uncollectible, the Escrow Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such uncollected checks to the Effective Date Company, and the Company shall notify the Transfer Agent and hereby agrees to pay to the Escrow Agent all such expenses. The Escrow Agent shall redeposit such checks(s) for collection only upon the verbal or written instruction of the Effective Date of Company; however, in no instance shall the registration statementchecks(s) be presented for collection more than two (2) times. All monies deposited in Should the Escrow Account are hereinafter referred to as check(s) be uncollectible after the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timesecond presentation, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by notify the Company any Payments received by and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier's check or money order or such other form of draft that the Company and the Escrow Agent or deposited into the Escrow Agent’s accountapprove, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than at which time the Escrow Agent shall be returned as soon as reasonably practicable return said uncollectible check(s) to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealerssubscriber or purchaser. In such caselieu thereof, the Soliciting Dealer will collect Company may reject the proceeds tendered subscription or purchase. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier's check or money order or such other form of the subscribers’ Payments and issue a Payment made payable draft acceptable to the order of the Escrow Agent for and the aggregate amount Company or the Company rejects the tender, the Escrow Agent, at the instruction of the subscription proceedsCompany, which proceeds shall be deposited return the same as other Payments pursuant check(s) to Section 2 belowsuch subscriber or purchaser, accompanied by correspondence approved by the Company.

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company Deposits in Escrow Account ----------- ----------------------------------------------------------- (a) The Servicer shall establish and maintain an interest-bearing escrow account with Escrow Account, in the Escrow Agentform of a time deposit or demand account, which escrow account may be interest bearing, titled, with respect to Escrow Payments actually held by the Servicer, "Advanta Mortgage Corp. USA in trust for Borrower's Escrow Payments." Such Escrow Account shall be entitled “established with a commercial bank, a savings bank or a savings and loan association. The Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on drawable upon by the Effective Date and the Company Servicer as provided herein. (b) The Servicer shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited deposit in the Escrow Account within two (2) Business Days of receipt or earlier if so required by law and retain therein: (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement, and (ii) all amounts representing proceeds of any Insurance Policy which are hereinafter referred to be applied to the restoration or repair of any Mortgaged Property. To the extent required by law, the Servicer shall pay interest on escrowed funds to the Borrower notwithstanding that the Escrow Account may not bear interest. (c) The Servicer may invest the funds in an Escrow Account in Permitted Investments which shall be in the name of the Servicer in the trust capacity in which the related Escrow Account is held or its nominee. The Servicer shall receive as Additional Servicing Compensation an amount equal to all income and gain realized from any such Permitted Investment, but only to the “Escrowed Funds.” The Company will cause the Soliciting Dealers extent such gain to instruct subscribers Servicer is (1) not prohibited by applicable law and (ii) in excess of amounts necessary to make Payments for subscriptions payable any interest payments required by the Mortgage Loan Documents or applicable law to be made to the order applicable Borrower. If any losses are incurred in respect of UMB Bankany Permitted Investments, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable Servicer shall immediately reimburse and restore to the Company pursuant to applicable Escrow Account the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of any such losses out of Servicer's own funds as realized. Notwithstanding the subscription proceedsforegoing, which proceeds Servicer's right to invest funds in the Collection Account shall in no way limit the rights of Servicer to be deposited the same compensated for its services as other Payments pursuant to Section 2 belowprovided in this Agreement.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth TrustU.S. Bank National Association, Inc.as Trustee” (the “Escrow Account”). This Agreement shall be effective on ) at its office located at 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107, (B) the Effective Date and Initial Purchasers at the Company shall notify direction of the Transfer Agent and Issuer will deposit with the Escrow Agent the gross proceeds from the sale of the Effective Date Securities and (C) the Issuer shall deposit with the Escrow Agent the Additional Amount (the amounts referred to in clauses (B) through (C) the “Escrow Funds”). (ii) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the registration statementEscrowed Property that is cash in Treasury Securities or Cash Equivalents as may be directed by the Issuer in writing from time to time. If and until the Trustee receives such a written direction the funds in the escrow account shall remain uninvested. In selecting any Treasury Securities or Cash Equivalents, the Issuer shall determine that the proceeds thereof at maturity, when added to the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity, provide funds to the Escrow Agent in an amount at least equal to the Escrow Redemption Price on the assumed Escrow Redemption Date. All monies deposited such property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “Escrowed Funds.” terms hereof. The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From Account and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated all property held therein by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to under the Soliciting Dealer who submitted control (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeaning of Section 9-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 104 of the subscribers’ Payments UCC) of the Trustee for the benefit of the holders of the Securities. (iii) The obligation and issue a Payment made payable to the order liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property and any other moneys on deposit with it pursuant to this Agreement, including any interest accruing thereon. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Treasury Securities or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. On or prior (a) Each Shareholder and RSI are contemporaneously with the execution and delivery of this Agreement by each of the parties delivering the number of Indemnification Shares (together with executed stock powers in respect thereof) and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the commencement of the Offering, the Company shall establish Escrow Agent for deposit into an interest-bearing escrow account with (the ---------- "Escrow Account") by the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent hereby acknowledges receipt of the Effective Date of the registration statementsame. All monies deposited Indemnification Shares and Cash Collateral in the Escrow Account are hereinafter referred to as shall be available for distribution by the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB BankEscrow Agent, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant subject to the provisions of Section 5(athis Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by Holdco to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) below. From and after such time, Holdco shall deposit with the Escrow Agent shall promptly return any securities issued to the Transfer Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, in each case together with specific written instructions to the Escrow Agent for deposit into an account designated by on whose behalf the Company any Payments received same should be credited, and (ii) such securities shall be held by the Escrow Agent or deposited into as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, Holdco shall instruct the Escrow Agent’s account, pursuant Agent to Section 5(d) below. Any Payments received prior distribute such securities to the time, if any, respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in the Escrowed Funds are deliverable to the Company HQ/VANTAS Indemnification Escrow Agreement account (F/B/O 795012). The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the provisions preceding sentence or as a result of Section 5(aany liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon written demand by such depositor, upon specific written instructions to the Escrow Agent with respect thereto. The Escrow Agent shall have no obligation to invest or reinvest the Cash Collateral if deposited with the Escrow Agent after 11:00 a.m. (E.S.T.) below that are made payable on such day of deposit. Instructions received after 11:00 a.m.(E.S.T.) will be treated as if received on the following business day. The Escrow Agent shall have the power to a party other than sell or liquidate the foregoing investments whenever the Escrow Agent shall be returned required to release the Escrow Property pursuant to the Soliciting Dealer who submitted terms hereof. Requests (or instructions) received after 11:00 a.m. (E.S.T.) by the PaymentEscrow Agent to liquidate the Escrow Property will be treated as if received on the following business day. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments Escrow Agent shall have no responsibility for Shares subscribed for payable directly to - any investment losses resulting from the investment, reinvestment or liquidation of the Escrow Property. Any interest or other income received on such Soliciting Dealersinvestment and reinvestment of the Escrow Property shall become part of the Escrow Property. In such caseIf a selection is not made, the Soliciting Dealer will collect Escrow Property shall remain uninvested with no liability for interest therein. It is agreed and understood that the proceeds Escrow Agent may earn fees associated with the investments outlined above. (b) At any time and from time to time after the Closing Date, any or all of the subscribers’ Payments and issue a Payment made payable Indemnification Shares deposited by any Shareholder or RSI in the Escrow Account on the Closing Date may be withdrawn upon at least five (5) business days' prior notice by RSI or the Shareholders, as applicable, to the order of other (with a copy to the Escrow Agent), but if and only if simultaneously with such withdrawal the withdrawing party delivers immediately available funds to the Escrow Agent for deposit into the Escrow Account in an amount equal to the aggregate amount Market Value of the subscription proceedsnumber of Indemnification Shares so withdrawn, which proceeds determination shall be deposited set forth in a written notice to the same as other Payments pursuant Escrow Agent signed by RSI or the applicable Shareholder and upon which the Escrow Agent shall be entitled to Section 2 belowconclusively rely.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement execution and delivery hereof, the Escrow Agent shall establish a segregated escrow account in the name of the Offering, the Company shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” Administrative Agent (the “Escrow Account”). This Agreement ) as follows: Dynegy Finance IV, Inc. Term Loans Escrow Account: Wilmington Trust, National Association Manufacturers & Trader Trust Co. ABA # 000000000 Acct # 116685-000 Acct Name: Dynegy Finance IV Term Loans Escrow Account Attn: Global Capital Markets (ii) On the Closing Date, the Borrower shall deposit, or shall cause to be effective on deposited, with the Effective Escrow Agent, for credit into the Escrow Account, the proceeds of the Term Loans. (iii) On the Closing Date and on each other date as may be required pursuant to Section 9.03 of the Company Credit Agreement, the Borrower shall notify deposit, or shall cause to be deposited, with the Transfer Escrow Agent, for credit into the Escrow Account, the then applicable Additional Amount. (iv) The Borrower, the Administrative Agent and the Escrow Agent hereby agree that the “securities intermediary’s jurisdiction” of the Effective Date Escrow Agent is the State of New York for purposes of the registration statementUCC, including Section 9-305 and 8-110 thereof. (v) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All monies deposited amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Escrowed Property that is cash in Eligible Escrow Investments as shall be directed by the Borrower on the date hereof, and as may be further directed by the Borrower with respect to the Escrow Account in writing from time to time. Any investment earnings and income on the Escrowed Property shall become part of the Escrowed Property, and shall be disbursed in accordance with this Agreement. All such property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “Escrowed Funds.” terms hereof. The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From Account and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated all property held therein by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to under the Soliciting Dealer who submitted “control” (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeaning of Section 9-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 104 of the subscribers’ Payments UCC) of the Administrative Agent for the benefit of itself and issue a Payment made payable to the order Lenders. (vi) The Escrow Agent shall liquidate any Escrowed Property in the Escrow Account as directed in writing at any time by the Borrower. (vii) The obligation and liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. (i) On or prior to the commencement of the OfferingIssue Date, the Company Escrow Agent shall establish an interest-bearing escrow account entitled the "Escrow Account pledged by Hermes Europe Railtel B.V. to The Bank of New York, as Trustee" (the "Escrow Account") at its office located at 101 Xxxxxxx Xxxxxx, New York, New York 10286. The Escrow Account shall be "securities account" as such term is defined in Section 8-501(a) of the 1994 Official Text of Article 8 of the Uniform 4 Commercial Code with conforming amendments to Article 9 (the "Revised UCC"). All funds, including the Initial Escrow Amount, Pledged Securities and any Cash Equivalents accepted by Escrow Agent pursuant to this Agreement shall be held for the exclusive benefit of Trustee, any predecessor Trustee under the Indenture and holders of the Securities, as secured parties hereunder (collectively, the "Beneficiaries"). All such funds shall be held in the Escrow Account until disbursed or paid in accordance with the terms hereof. The Escrow Account and all funds held therein, including the Initial Escrow Amount, the Pledged Securities and any Cash Equivalents held by Escrow Agent shall be under the sole dominion and control of Escrow Agent for the benefit of the Beneficiaries. (ii) On the Issue Date, Company shall deliver, or cause the delivery of, the Initial Escrow Amount to Escrow Agent for deposit into the Escrow Account against Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount. The Escrow Agent shall purchase, which escrow account or cause to be purchased, the Pledged Securities, with all or a portion of the Initial Escrow Amount. The Pledged Securities shall be entitled “held by the Escrow Agent and deposited into the Escrow Account for the Benefit exclusive benefit of Subscribers to Shares the Beneficiaries. All payments of CNL Macquarie Global Growth Trust, Inc.” (interest and principal on the “Escrow Account”). This Agreement Pledged Securities shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s accountAccount to be paid or disbursed in accordance with the terms hereof or, pursuant to Section 5(d) below. Any Payments received prior to the timeextent permitted by Section 2(d) hereof, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowreinvested in Cash Equivalents.

Establishment of Escrow Account. On or prior to the date of the commencement of the OfferingOfferings, the Company parties shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “"NCRIC Group, Inc. Stock Purchase Account" (the "Escrow Account Account"). NCRIC will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to "Wilmington Trust Company, escrow agent for NCRIC Group, Inc." Escrow Agent agrees to hold all funds received by it in escrow for the Benefit of Subscribers subscriber or purchaser desiring to purchase Shares of CNL Macquarie Global Growth Trust, Inc.” (in the “Escrow Account”)Offerings. This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and It is understood that all checks or money orders received by the Escrow Agent of are subject to clearance time, and the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. funds represented thereby cannot be drawn upon or invested until such time (if any) as the Escrowed Funds are deliverable same constitute good and collected funds. It is also understood that should any checks be returned to the Company pursuant Escrow Agent as uncollectible, the Escrow Agent is authorized and instructed to charge expenses incurred by the provisions Escrow Agent on such uncollected checks to NCRIC. The Escrow Agent shall redeposit such checks(s) for collection only upon the verbal instruction of Section 5(aNCRIC; however, in no instance shall the checks(s) belowbe presented for collection more than two (2) times. From and Should the check(s) be uncollectible after such timethe second presentation, the Escrow Agent shall promptly return to notify NCRIC and hold said check(s) until the Transfer Agent for deposit into an account designated by subscriber or purchaser has replaced the Company any Payments received by same with a cashier's check or money order or such other form of draft that NCRIC and the Escrow Agent or deposited into approve, at which time the Escrow Agent’s accountAgent shall as soon as practicable return said uncollectible check(s) to the subscriber or purchaser. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier's check or money order or such other form of draft acceptable to the Escrow Agent and NCRIC, the Escrow Agent shall return the check(s) to such subscriber or purchaser. Except pursuant to Section 5(d) below. Any Payments NCRIC's instructions, any checks or money orders received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than "Wilmington Trust Company, escrow agent for NCRIC Group, Inc." shall be returned by the Escrow Agent to the subscriber or purchaser submitting such checks or money orders. In such cases, the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to promptly notify NCRIC of such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowreturn.

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company (a) Escrow Agent shall establish an interest-bearing escrow account with Escrow Account in which the Escrow Agent, which escrow account Deposit shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trustheld, Inc.” invested and disbursed (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the The Escrow Agent shall acknowledge to Buyer and Seller receipt of the Effective Date of the registration statementFirst Escrow Deposit when paid to it. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timeFurther, the Escrow Agent shall promptly return acknowledge to the Transfer Agent for deposit into an account designated Buyer and Seller receipt of any funds paid to it by the Company issuer of the Indemnification L/C (the “Second Escrow Deposit”) if and when made. When held by the Escrow Agent, the First Escrow Deposit and the Second Escrow Deposit are referred to herein as the Escrow Funds. (b) Until the release of the Escrow Funds as set forth below, the Escrow Agent shall, at the written direction of Seller, invest and reinvest the Escrow Funds solely in (i) shares of money market mutual funds selected by Seller including shares in funds advised by affiliates of the Escrow Agent or, (ii) direct obligations of, or obligations guaranteed as to principal and interest by, the United States, in either case maturing in three (3) months or less. Unless and until otherwise directed by Seller, Escrow Agent shall invest any Payments received such funds in direct obligations of, or obligations guaranteed as to principal and interest by, the United States. All interest and earnings on the Escrow Funds shall be segregated and be property of Seller and not part of the Escrow Funds. All interest and earnings of the Escrow Funds shall be disbursed by Escrow Agent to Seller on a monthly basis, or more frequently if requested by Seller. (c) The Escrow Funds shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall hold and safeguard the Escrow Funds until release in accordance with the terms hereof. (d) The Escrow Agent shall maintain records for the Escrow Account and shall adjust the Escrow Funds to reflect distributions by the Escrow Agent therefrom, and additions or deposited into substitutions thereto in accordance with the Escrow Agent’s account, pursuant to Section 5(d) belowterms hereof. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the The Escrow Agent shall be returned is hereby granted the power to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order transfer of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same Funds as other Payments pursuant to Section 2 belowrequired by this Agreement.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “Bank of New York Mellon Trust Company, N.A., as Trustee – CCOH Safari, LLC Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth TrustAccount” at its office located at Xxx X.X. Xxxx Xxxxx, Inc.” 0xx Xxxxx, Xx. Xxxxx, Xxxxxxxx 00000 (the “Escrow Account”). This Agreement shall be effective on ) and (B) the Effective Date and the Company shall notify the Transfer Agent and Escrow Issuer will deposit with the Escrow Agent the Initial Escrow Deposit into the Escrow Account. (ii) The Escrow Agent shall accept the Initial Escrow Deposit and each Additional Deposit Amount, as applicable, and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All amounts so deposited, and the interest thereon, all investment thereof, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any losses incurred on investment and reinvestment of any such deposits and any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Effective Date Escrowed Property that is cash in Eligible Escrow Investments as directed by the Escrow Issuer in writing from time to time. The Escrow Agent is hereby directed to hold cash in a non-interest bearing transaction account and this authorization is a permanent investment direction until the Escrow Agent is directed in writing by the Escrow Issuer of the registration statementpermissible alternate instructions. All monies deposited Escrowed Property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the terms hereof. The Escrow Account and all property credited thereto, including the Escrowed Property, shall be under the “Escrowed Funds.control” The Company will cause (within the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order meanings of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From Sections 8-106 and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker9-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 106 of the subscribers’ Payments UCC) of the Trustee for the benefit of the Holders. (iii) The obligation and issue a Payment made payable to the order liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Eligible Escrow Investments required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. (i) On or prior the Issue Date, Escrow Agent shall establish an escrow account entitled the "Escrow Account pledged by Concentric Network Corporation to Chase Manhattan Bank and Trust Company, National Association, as Trustee" (the commencement "Escrow Account") at its office located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000. The Escrow Account shall be a "securities account" as such term is defined in Section 8-501(a) of the Offering1994 Official Text of Article 8 of the Uniform Commercial Code with conforming amendments to Article 9 (the "Revised UCC"). All funds, including the Initial Escrow Amount, Pledged Securities and any U.S. Government Securities accepted by Escrow Agent pursuant to this Agreement shall be held for the exclusive benefit of Trustee, any predecessor Trustee under the Indenture and holders of the Securities, as secured parties hereunder (collectively, the "Beneficiaries"). All such funds shall be held in the Escrow Account until disbursed or paid in accordance with the terms hereof. The Escrow Account and all funds held therein, including the Initial Escrow Amount, the Pledged Securities and any U.S. Government Securities held by Escrow Agent shall be under the sole dominion and control of Escrow Agent for the benefit of the Beneficiaries. (ii) On the Issue Date, the Company shall establish an interest-bearing escrow account with deliver, or cause the delivery of, the Initial Escrow Amount to Escrow Agent for deposit into the Escrow Account against Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount. The Escrow Agent shall purchase, which escrow account or cause to be purchased, the Pledged Securities, with all or a portion of the Initial Escrow Amount. The Pledged Securities shall be entitled “held by the Escrow Agent and deposited into the Escrow Account for the Benefit exclusive benefit of Subscribers to Shares the Beneficiaries. All payments of CNL Macquarie Global Growth Trust, Inc.” (interest and principal on the “Escrow Account”). This Agreement Pledged Securities shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s accountAccount to be paid or disbursed in accordance with the terms hereof or, pursuant to Section 5(d) below. Any Payments received prior to the timeextent permitted by Section 2(d) hereof, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowreinvested in U.S. Government Securities.

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company Deposits in Escrow Account ----------------------------------------------------------- (a) The Servicer shall establish and maintain an interest-bearing escrow account with Escrow Account, in the Escrow Agentform of a time deposit or demand account, which escrow account may be interest bearing, titled, with respect to Escrow Payments actually held by the Servicer, "Advanta Mortgage Corp. USA in trust for Borrower's Escrow Payments". Such Escrow Account shall be entitled “established with a commercial bank, a savings bank or a savings and loan association. The Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on drawable upon by the Effective Date and the Company Servicer as provided herein. (b) The Servicer shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited deposit in the Escrow Account within two (2) Business Days of receipt or earlier if so required by law and retain therein: (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of offering timely payment of any such items as required under the terms of this Agreement, and (ii) all amounts representing proceeds of any Insurance Policy which are hereinafter referred to be applied to the restoration or repair of any Mortgaged Property. To the extent required by law, the Servicer shall pay interest on escrowed funds to the Borrower notwithstanding that the Escrow Account may not bear interest. (c) The Servicer may invest the funds in an Escrow Account in Permitted Investments which shall be in the name of the Servicer in the trust capacity in which the related Escrow Account is held or its nominee. The Servicer shall receive as Additional Servicing Compensation an amount equal to all income and gain realized from any such Permitted Investment, but only to the “Escrowed Funds.” The Company will cause the Soliciting Dealers extent such gain to instruct subscribers Servicer is (i) not prohibited by applicable law and (ii) in excess of amounts necessary to make Payments for subscriptions payable any interest payments required by the Mortgage Loan Documents or applicable law to be made to the order applicable Borrower. If any losses are incurred in respect of UMB Bankany Permitted Investments, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable Servicer shall immediately reimburse and restore to the Company pursuant to applicable Escrow Account the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of any such losses out of Servicer's own funds as realized. Notwithstanding the subscription proceedsforegoing, which proceeds Servicer's right to invest funds in the Collection Account shall in no way limit the fights of Servicer to be deposited the same compensated for its services as other Payments pursuant to Section 2 belowprovided in this Agreement.

Establishment of Escrow Account. On or prior (i) Xxxxxx, Xxxxxxx Xxxurities and any Cash Equivalents accepted by Escrow Agent pursuant to this Agreement shall be held for the commencement exclusive benefit of Trustee, any predecessor Trustee under the Indenture and holders of the OfferingSecurities, as secured parties hereunder (collectively, the "Beneficiaries"). All such funds shall be held in the Escrow Account until disbursed or paid in accordance with the terms hereof. The Escrow Account and all funds held therein, including the Initial Escrow Amount, the Pledged Securities and any Cash Equivalents held by Escrow Agent shall be under the sole dominion and control of Escrow Agent for the benefit of the Beneficiaries. (ii) On the Issue Date, Company shall establish an interest-bearing escrow account with deliver, or cause the delivery of, the Initial Escrow Amount to Escrow Agent for deposit into the Escrow Account against Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount. The Escrow Agent shall purchase, which escrow account or cause to be purchased, the Pledged Securities, with all or a portion of the Initial Escrow Amount. The Pledged Securities shall be entitled “held by Escrow Agent and deposited into the Escrow Account for the Benefit exclusive benefit of Subscribers to Shares the Beneficiaries. All payments of CNL Macquarie Global Growth Trust, Inc.” (interest and principal on the “Escrow Account”). This Agreement Pledged Securities shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s accountAccount to be paid or disbursed in accordance with the terms hereof or, pursuant to Section 5(d) below. Any Payments received prior to the timeextent permitted by Section 2(d) hereof, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowreinvested in Cash Equivalents.

Establishment of Escrow Account. On Deposits in Escrow --------------------------------------------------- Account. With respect to those Mortgage Loans on which the Master ------- Servicer or any Sub-Servicer collects Escrow Payments, the Master Servicer shall, and shall cause any Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank, or a savings and loan association, the deposits of which are insured by the FDIC, in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Master Servicer. Subject to compliance with applicable law, one Escrow Account may relate to multiple Mortgage Loans and other mortgage loans serviced by the Master Servicer. The Master Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the commencement use thereof. The Master Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, all Escrow Payments collected on account of any Mortgage Loans, for the Offeringpurpose of effecting timely payment of any such items as required under the terms of this Agreement. The Master Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Master Servicer or the Company shall establish an interestSub-bearing escrow account with the Escrow Agent, which escrow account Servicer shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective retain any interest paid on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies funds deposited in the Escrow Account are hereinafter referred by the depository institution other than interest on escrowed funds required by law to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable be paid to the order of UMB BankMortgagor and, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant extent required by law, the Master Servicer shall pay interest on escrowed funds to the provisions of Section 5(a) below. From and after such time, Mortgagor notwithstanding that the Escrow Agent shall promptly return to the Transfer Agent Account is non-interest-bearing or that interest paid thereon is insufficient for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowpurposes.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the name of the Escrow Agent, which escrow account shall be Administrative Agent entitled “U.S. Bank National Association - CCO Safari, LLC Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.Account” (the “Escrow Account”)) at its office located at Xxx X.X. Xxxx Xxxxx, 0xx Xxxxx, Xx. This Agreement shall be effective on Xxxxx, Xxxxxxxx 00000, and (B) the Effective Date and the Company shall notify the Transfer Agent and Escrow Borrower will deposit with the Escrow Agent the Initial Escrow Deposit. (ii) The Escrow Agent shall accept the Initial Escrow Deposit and each Additional Escrow Deposit and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Effective Date Escrowed Property that is cash in Eligible Escrow Investments as directed by the Escrow Borrower in writing from time to time. The Escrow Agent is hereby directed to hold cash in a non-interest bearing transaction account and this authorization is a permanent investment direction until the Escrow Agent is directed in writing by the Escrow Borrower of the registration statementpermissible alternate instructions. All monies deposited Escrowed Property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “terms hereof. The Escrow Account and all property credited thereto, including the Escrowed Funds.” The Company will cause Property shall be under the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to control (within the order meanings of UMB Bank, N.A., Sections 8-106 and 9-106 of the UCC) of the Escrow Administrative Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds benefit of the subscribers’ Payments Secured Parties. (iii) The obligation and issue a Payment made payable to the order liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Eligible Escrow Investments required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. (a) On or prior to this date, Cumulus Media shall deliver (i) 640,433 shares of Cumulus Class A Common Stock, $.01 par value per share (the commencement "Cumulus Common Stock") (the "Indemnity Obligation Escrowed Shares") and (ii) 10,000 shares of Cumulus Common Stock (the "Adjustment Escrowed Shares"). The Indemnity Obligation Escrowed Shares and the Adjustment Escrowed Shares, totaling in the aggregate 650,433 shares of Cumulus Common Stock (the "Escrowed Shares") shall be registered in the name of the Offering, the Company shall establish an interest-bearing escrow account with Seller and delivered by Cumulus Media to the Escrow Agent. Simultaneously, which escrow account Seller shall be entitled “Escrow Account for the Benefit of Subscribers deliver to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent stock powers executed in blank by the Seller sufficient to permit the distribution of all or a portion of the Effective Date Escrowed Shares to Cumulus Broadcasting if required pursuant to Sections 4(a)(ii), 4(b) or 4(c) hereof. References herein to the Escrowed Shares shall be deemed to include the related stock powers. An escrow account (the "Escrow Account") shall be opened by the Escrow Agent at the office of the registration statementEscrow Agent for such Escrowed Shares. The Escrow Agent shall hold the Escrow Fund (as hereinafter defined) pursuant to the terms of this Escrow Agreement. (b) All monies deposited redemption payments, stock dividends, stock splits, cash dividends or other distributions of any kind made in respect of the Escrowed Shares (collectively, "Distributions") shall be delivered to the Escrow Agent and shall be held by the Escrow Agent in the Escrow Account Account. Cumulus Media agrees that in the event Cumulus Media divides the Cumulus Common Stock into a greater number of shares, Cumulus Media will deliver to the Escrow Agent certificates for such additional shares that relate to the Escrowed Shares and such shares will be deemed to constitute Escrowed Shares. Distributions and any cash received from the disbursement of Escrowed Shares or the sale or liquidation of other Permitted Investments (as defined herein) as provided in paragraph (f) below shall be subject to the provisions of this Escrow Agreement to the same extent as the Escrowed Shares initially deposited herewith. The Escrowed Shares and all Distributions or other property held by the Escrow Agent hereunder are hereinafter referred to as the “Escrowed Funds"Escrow Fund" and all of the foregoing comprising the Escrow Fund which are cash or cash equivalents, are hereafter referred to as "Cash". The Seller authorizes the Escrow Agent to use nominees for the registration of securities and employ such depositories, sub-custodians and its vaults as the Escrow Agent may deem appropriate for the safekeeping of the Escrow Fund.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A. (c) At any time, Escrow Agent for CNL Macquarie Global Growth Trustshall, Inc. until upon written direction from the Seller (a "Withdrawal Request"), transfer to Seller from the Escrow Fund such time (if any) as number of the Indemnification Escrowed Shares specified in the Withdrawal Request upon payment by Seller to the Escrow Agent of immediately available funds to be held in the Escrow Fund in an amount equal to the product obtained by multiplying the number of the Escrowed Funds are deliverable Shares withdrawn by $17.382. The funds so transferred by Seller to the Company pursuant Escrow Agent will be held in the Escrow Fund subject to claims made by Cumulus Broadcasting for indemnification under Section 4 hereof. (d) Certificates representing Escrowed Shares and Cash shall be held by the Escrow Agent. All voting rights associated with the Escrowed Shares held in the Escrow Fund shall be exercised by the Seller. Cumulus Media will take all reasonable steps necessary to allow the exercise of such rights. (e) The Escrow Agent shall maintain a record with respect to Seller setting forth (i) the name and address of Seller; (ii) information pertaining to the provisions purchase, sale or liquidation of Section 5(aany Permitted Investments in the Escrow Account; and (iii) belowall Distributions or other items added to or taken from the Escrow Account. From and after The Escrow Agent shall also maintain a record setting forth the foregoing information on an aggregate basis with respect to the Escrow Fund. (f) All Cash constituting part of the Escrow Fund shall be invested by the Escrow Agent. The Seller shall direct the Escrow Agent in writing from time to time to invest the Cash in investments of the type listed on Exhibit B attached hereto ("Permitted Investments") or, if such timewritten direction has not been provided, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated shall, until directed in writing by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s accountSeller to do otherwise, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds invest all of the subscribers’ Payments and issue a Payment made payable to the order Cash in STI Classic US Treasury Securities Money Market Funds. (g) Any loss incurred from an investment of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds Fund pursuant to this Agreement shall be deposited borne by the same as other Payments pursuant to Section 2 belowSeller.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing a separate escrow account with the Escrow Agent, which escrow account shall be entitled “JPM AS E/A for Concentra Escrow Issuer Corporation/U.S. Bank Trust Company N.A. Escrow Account” Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” Number 878264255 (the “Escrow Account”) and (B) the representative of the Initial Purchasers, at the direction of the Escrow Issuer (which direction is hereby given), shall deposit with the Escrow Agent, for credit to the Escrow Account, the gross proceeds from the sale of the Notes (which, for the avoidance of doubt, shall equal $650,000,000) in the form of immediately available funds in U.S. dollars) (the “Escrow Funds”). This At the prior direction of an Authorized Representative of the Escrow Issuer delivered to the Escrow Agent in accordance with this Agreement (with copy to the Trustee of at least five (5) Business Days in advance, Escrow Agent shall establish additional separate escrow accounts, each of which shall collectively be effective on considered to be a “Securities Account”, and together with the Effective Date and Cash Account, collectively, the Company shall notify “Escrow Accounts”. The Escrow Issuer, the Transfer Agent Trustee and the Escrow Agent hereby agree that the “securities intermediary’s jurisdiction” of the Effective Date Escrow Agent is the State of New York for purposes of the registration statementUCC, including Section 9-305 and Section 8-110 thereof. All monies deposited The parties hereto agree that the law of the State of New York shall govern the Escrow Account. The provisions of the immediately preceding sentence shall be construed as an amendment to any other account agreement governing the Escrow Account). (ii) The Escrow Agent shall accept the Escrow Funds and shall hold such funds and the proceeds thereof in the Escrow Account are hereinafter referred in accordance with the terms of this Agreement. All amounts so deposited and any interest on, and any dividends, distributions, earnings and other payments or proceeds in respect of, any such deposits or invested amounts, less any amounts or property released pursuant to as the terms of this Agreement, shall constitute the “Escrowed Escrow Funds.” The Company will cause Escrow Agent shall initially hold the Soliciting Dealers Escrow Funds invested in an interest-bearing demand deposit account at JPMorgan Chase Bank, N.A in the Cash Account. The Escrow Funds shall be held in the Escrow Account until disbursed in accordance with the terms hereof. The Escrow Account and all Escrow Funds shall be under the “control” (within the meaning of Section 9-104 and/or 8-106 and 9-106 of the UCC) of the Trustee for the benefit of itself and the Holders of the Notes. The Escrow Agent agrees, subject to instruct subscribers the terms of this Agreement, that the Trustee is the entitlement holder (as defined in Section 8-102(7) of the UCC) (the “entitlement holder”) with respect to the Escrow Account and is entitled to exercise the rights that comprise any financial asset and which is credited to such Escrow Accounts, and all securities or other property underlying any financial assets and which are credited to such Escrow Account shall be registered in the name of the Escrow Agent, endorsed to the Escrow Agent, or in blank. (iii) The obligation and liability of the Escrow Agent to make Payments for subscriptions payable the payments and transfers required by this Agreement shall be limited to the order of UMB Bank, N.A., Escrow Funds. Escrow Agent is hereby authorized to execute purchases and sales of investments for CNL Macquarie Global Growth Trustfinancial assets (as defined below) held in the Securities Account through the facilities of its own trading or capital markets operations or those of any affiliated entity. Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging any applicable agency fee in connection with each transaction. Escrow Agent will not provide supervision, Inc. until such time recommendations or advice relating to either the investment of moneys or financial assets held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein, and each Party acknowledges that it was not offered any investment, tax or accounting advice or recommendation by Escrow Agent with regard to any investment and has made an independent assessment of the suitability and appropriateness for its own purposes of any investment hereunder. Market values, exchange rates and other valuation information (if anyincluding without limitation, market value, current value or notional value) of any investment furnished in any report or statement may be obtained from third party sources and is furnished for the exclusive use of the Parties. Escrow Agent has no responsibility whatsoever to determine the market or other value of any investment hereunder and makes no representation or warranty, express or implied, as the Escrowed Funds are deliverable to the Company accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale. Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the provisions terms of Section 5(athis Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of an Authorized Representative of the Escrow Issuer to give Escrow Agent instructions to invest or reinvest the Escrow Funds. Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder, including, without limitation, charging any applicable agency fee or trade execution fee in connection with each transaction. Escrow Agent shall have the right to liquidate any investments (including any financial assets) below. From and after such timeheld in order to provide funds necessary to make required payments under this Agreement. (iv) Notwithstanding anything to the contrary herein, the Escrow Agent shall promptly have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service or other taxing authority required by applicable law as indicated in this Agreement. Any interest and other income from investment of the Escrow Funds shall, as of the end of each calendar year and to the Transfer Agent for deposit into an account designated extent required by the Company any Payments received Internal Revenue Service or other applicable taxing authority, be reported on IRS Form 1099 or 1042S (or other appropriate form) as having been earned by the Escrow Issuer, whether or not such income was disbursed during such calendar year and no other tax withholding or information reporting of any kind is required by Escrow Agent. The Escrow Agent’s function of making payments under this Agreement is solely ministerial and upon express direction of the Parties as provided for in this Agreement. The Escrow Issuer shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or deposited into other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Funds and the investment thereof unless such tax, late payment, interest, penalty or other expense is with respect to income taxes or similar taxes related to the Escrow Funds or was finally adjudicated to have been directly caused by the bad faith, gross negligence or willful misconduct of the Escrow Agent’s account, pursuant to . The indemnification provided by this Section 5(d2(b)(iv) below. Any Payments received prior is in addition to the time, if any, that indemnification provided in Section 5 and shall survive the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order resignation or removal of the Escrow Agent for and the aggregate amount termination of this Agreement. Escrow Agent shall withhold any taxes it deems appropriate in the subscription proceedsabsence of proper tax documentation or as required by law, which proceeds and shall be deposited remit timely such taxes to the same as appropriate authorities. The Escrow Agent shall have no other Payments pursuant to Section 2 belowtax withholding or information reporting of any kind, other than what it contemplated in this agreement or required by law.

Establishment of Escrow Account. (a) On or prior to the commencement of the OfferingClosing Date, the Company Xxxxxxx Leisure shall establish an interest-bearing escrow account deposit with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to 350,000 Dory Parent Common Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Indemnity Escrow AccountShares”). This ) in accordance with the terms of this Agreement shall and that certain escrow agreement to be effective on entered into as of the Effective Closing Date by and among Dory Parent, the Company shall notify the Transfer Agent Seller Representative and the Escrow Agent in substantially the form of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to Exhibit S attached hereto (as the same may be amended, restated, or otherwise modified from time to time after the Closing in accordance with its terms and the terms of this Agreement, the “Escrowed Funds.” Escrow Agreement”). The Company will cause Indemnity Escrow Shares shall be held in an escrow account (the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., “Indemnity Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if anyAccount”) as the Escrowed Funds are deliverable to the Company pursuant to the provisions terms of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return Agreement as security, and a source of payment, for the Sellers’ indemnification obligations under Article 9, and is subject to the Transfer Agent for deposit into an account designated by the Company any Payments received by disbursement terms contained in this Agreement and the Escrow Agent or deposited into Agreement. (b) On the Escrow Agent’s accountClosing Date, pursuant to Section 5(d2.3(a)(iv), Buyer shall deposit with the Escrow Agent, by wire transfer of immediately available funds an amount equal to $2,000,000 (the “Purchase Price Adjustment Escrow Amount”) belowin accordance with the terms of this Agreement and the Escrow Agreement. Any Payments received prior to The Purchase Price Adjustment Escrow Amount shall be held in an escrow fund account (the time, if any, that the Escrowed Funds are deliverable to the Company “Purchase Price Adjustment Escrow Fund”) pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order terms of the Escrow Agent Agreement as security, and a source of payment, for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments any Overage Amount owed to Buyer pursuant to Section 2 below2.3(d)(ii), and is subject to the disbursement terms contained in this Agreement and the Escrow Agreement.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth TrustU.S. Bank National Association, Inc.as Trustee” (the “Escrow Account”). This Agreement shall be effective on ) at its office located at 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107, (B) the Effective Date and Initial Purchasers at the Company shall notify direction of the Transfer Agent and Issuer will deposit with the Escrow Agent the gross proceeds from the sale of the Effective Date Securities, which, for the avoidance of doubt, includes the Pre-Funded Interest Amount, and (C) the Issuers (or the Company on behalf of the registration statementIssuers) shall deposit with the Escrow Agent the Additional Amount (the amounts referred to in clauses (B) through (C) the “Escrow Funds”). (ii) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All monies deposited amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Escrowed Property that is cash in cash, in Treasury Securities or Cash Equivalents as may be directed by the Issuer in writing from time to time. If and until the Trustee receives such a written direction the funds in the escrow account shall remain uninvested. In selecting any Treasury Securities or Cash Equivalents, the Issuer shall determine that the proceeds thereof at maturity, when added to the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity, provide funds to the Escrow Agent in an amount at least equal to the Escrow Redemption Price on the assumed Escrow Redemption Date. All such property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “Escrowed Funds.” terms hereof. The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From Account and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated all property held therein by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to under the Soliciting Dealer who submitted control (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeaning of Section 9-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 104 of the subscribers’ Payments UCC) of the Trustee for the benefit of the holders of the Securities. (iii) The obligation and issue a Payment made payable to the order liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property and any other moneys on deposit with it pursuant to this Agreement, including any interest accruing thereon. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Treasury Securities or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. (i) On or prior to the commencement of the OfferingIssue Date, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “the "Escrow Account for the Benefit by Equinix, Inc. to State Street Bank and Trust Company of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB BankCalifornia, N.A., Trustee" (the "Escrow Account") at its corporate trust office located at 000 Xxxx 0xx Xxxxxx, -------------- 00xx Xxxxx, Xxx Xxxxxxx, XX 00000. The Escrow Account shall be maintained by Escrow Agent for CNL Macquarie Global Growth Trustas a Securities Account. All funds, Inc. until such time (if any) as including the Escrowed Funds are deliverable to Initial Escrow Amount and the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent Pledged Securities shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of held by the Escrow Agent for the aggregate amount exclusive benefit of Trustee, any predecessor Trustee under the Indenture and holders of the subscription proceedsSecurities, as secured parties hereunder (collectively, the "Beneficiaries") and shall be treated as Financial Assets. The Trustee will be ------------- entitled to all rights and remedies to which proceeds a Person in control of Financial Assets is entitled pursuant to Chapter 5 of Article 8 and Article 9 of the Revised UCC. All such funds shall be held in the Escrow Account until disbursed or paid in accordance with the terms hereof. Without limiting the foregoing, if at any time Escrow Agent shall receive an "entitlement order" (as such term is defined in Section 8 102(a)(8) of the Revised UCC) issued by Trustee and relating to the Escrow Account, Escrow Agent shall comply with such entitlement order without further consent of the Company or any other Person and will accept "entitlement orders" from no other party. The Trustee has and will have exclusive (and no other Person has or will have any) Security Control over the Escrow Account and all assets, properties and items from time to time deposited or credited thereto. (ii) On the Issue Date, the Company shall purchase, or cause the purchase of, the Pledged Securities with all of the Initial Escrow Amount, and deliver, or cause the delivery of, the Pledged Securities to Escrow Agent for deposit into the Escrow Account against Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount. The Pledged Securities shall be held by Escrow Agent and deposited into the Escrow Account for the exclusive benefit of the Beneficiaries. All payments of interest and principal on the Pledged Securities shall be deposited into the same as other Payments pursuant Escrow Account to Section 2 belowbe paid or disbursed in accordance with the terms hereof.

Establishment of Escrow Account. On or prior (a) Each Shareholder and RSI are contemporaneously with the execution and delivery of this Agreement by each of the parties delivering the number of Indemnification Shares (together with executed stock powers in respect thereof) and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the commencement of the Offering, the Company shall establish Escrow Agent for deposit into an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on ) by the Effective Date and the Company shall notify the Transfer Escrow Agent and the Escrow Agent hereby acknowledges receipt of the Effective Date of the registration statementsame. All monies deposited Indemnification Shares and Cash Collateral in the Escrow Account are hereinafter referred to as shall be available for distribution by the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB BankEscrow Agent, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant subject to the provisions of Section 5(athis Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by Holdco to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) below. From and after such time, Holdco shall deposit with the Escrow Agent shall promptly return any securities issued to the Transfer Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, in each case together with specific written instructions to the Escrow Agent for deposit into an account designated by on whose behalf the Company any Payments received same should be credited, and (ii) such securities shall be held by the Escrow Agent or deposited into as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, Holdco shall instruct the Escrow Agent’s account, pursuant Agent to Section 5(d) below. Any Payments received prior distribute such securities to the time, if any, respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in the Escrowed Funds are deliverable to the Company HQ/VANTAS Indemnification Escrow Agreement account (F/B/O 795012). The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the provisions preceding sentence or as a result of Section 5(aany liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon written demand by such depositor, upon specific written instructions to the Escrow Agent with respect thereto. The Escrow Agent shall have no obligation to invest or reinvest the Cash Collateral if deposited with the Escrow Agent after 11:00 a.m. (E.S.T.) below that are made payable on such day of deposit. Instructions received after 11:00 a.m.(E.S.T.) will be treated as if received on the following business day. The Escrow Agent shall have the power to a party other than sell or liquidate the foregoing investments whenever the Escrow Agent shall be returned required to release the Escrow Property pursuant to the Soliciting Dealer who submitted terms hereof. Requests (or instructions) received after 11:00 a.m. (E.S.T.) by the PaymentEscrow Agent to liquidate the Escrow Property will be treated as if received on the following business day. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments Escrow Agent shall have no responsibility for Shares subscribed for payable directly to any investment losses resulting from the investment, reinvestment or liquidation of the Escrow Property. Any interest or other income received on such Soliciting Dealersinvestment and reinvestment of the Escrow Property shall become part of the Escrow Property. In such caseIf a selection is not made, the Soliciting Dealer will collect Escrow Property shall remain uninvested with no liability for interest therein. It is agreed and understood that the proceeds Escrow Agent may earn fees associated with the investments outlined above. (b) At any time and from time to time after the Closing Date, any or all of the subscribersIndemnification Shares deposited by any Shareholder or RSI in the Escrow Account on the Closing Date may be withdrawn upon at least five (5) business days’ Payments and issue a Payment made payable prior notice by RSI or the Shareholders, as applicable, to the order of other (with a copy to the Escrow Agent), but if and only if simultaneously with such withdrawal the withdrawing party delivers immediately available funds to the Escrow Agent for deposit into the Escrow Account in an amount equal to the aggregate amount Market Value of the subscription proceedsnumber of Indemnification Shares so withdrawn, which proceeds determination shall be deposited set forth in a written notice to the same as other Payments pursuant Escrow Agent signed by RSI or the applicable Shareholder and upon which the Escrow Agent shall be entitled to Section 2 belowconclusively rely.

Establishment of Escrow Account. On Deposits in Escrow --------------------------------------------------- Account. ------- The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments or prior the proceeds of flood, fire or other hazard insurance which, pursuant to Section 4.12, are to be applied to the commencement restoration or repair of the OfferingMortgaged Property or released general assets and shall establish and maintain one or more Escrow Accounts (collectively, the "Escrow Account"), which shall comply with the requirements set forth in the definition of "Escrow Account" in Article I and shall be established in a depository acceptable to the Purchaser. The creation of any Escrow Account shall be evidenced by (a) a certification in the form of Exhibit D hereto, in the case of an account established with the Company, or (b) a letter agreement in the form of Exhibit E hereto, in the case of an account held by a depository other than the Company. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser. If an Escrow Account is maintained with a bank the rating on whose debt obligations by Standard & Poor's Corporation falls below AA, and if the deposits in such Escrow Account are not fully insured by either FDIC or FSLIC, all funds held in such Escrow Account shall be immediately withdrawn by the Company and remitted to the Purchaser, and the Company shall thereafter establish and maintain a new Escrow Account or Accounts meeting the requirements of the first sentence of this paragraph with one or more new depositories. In the event of the insolvency of the depository institution holding the Escrow Account, the Company shall establish an interest-bearing escrow account a new Escrow Account in accordance with this Agreement, but not with the Escrow Agent, which escrow account shall be entitled “depository institution holding the Escrow Account for so long as such institution holding the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”)Account is insolvent. This Agreement shall be effective on the Effective Date and the The Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited deposit in the Escrow Account on a daily basis, and retain therein: (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement, and (ii) all amounts representing proceeds of any flood, fire or other hazard insurance policy which are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable be applied to the order restoration or repair of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable any Mortgaged Property or released to the Company pursuant to Mortgagor in accordance with the provisions of Section 5(a) below4.12. From and after such timeThe Company shall make withdrawals therefrom only in accordance with Section 4.07 hereof. To the extent required by law, the Escrow Agent Company shall promptly return pay interest on escrowed funds to the Transfer Agent for deposit into an account designated by the Company any Payments received by Mortgagor notwithstanding that the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer Account may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belownot bear interest.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth TrustU.S. Bank National Association, Inc.as Trustee” (the “Escrow Account”). This Agreement shall be effective on ) at its office located at 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107, (B) the Effective Date and Initial Purchasers at the Company shall notify direction of the Transfer Agent and Issuer will deposit with the Escrow Agent the gross proceeds from the sale of the Effective Date Securities and (C) the Issuers (or the Company on behalf of the registration statementIssuers) shall deposit with the Escrow Agent the Additional Amount (the amounts referred to in clauses (B) through (C) the “Escrow Funds”). (ii) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All monies deposited amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Escrowed Property that is cash in cash, in Treasury Securities or Cash Equivalents as may be directed by the Issuer in writing from time to time. The Escrow Agent is hereby directed to hold cash in a non-interest bearing transaction account and this authorization is a permanent investment direction until the Escrow Agent is directed in writing of permissible alternate instructions. In selecting any Treasury Securities or Cash Equivalents, the Issuer shall determine that the proceeds thereof at maturity, when added to the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity, provide funds to the Escrow Agent in an amount at least equal to the Escrow Redemption Price on the assumed Escrow Redemption Date. All such property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “Escrowed Funds.” terms hereof. The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From Account and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated all property held therein by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to under the Soliciting Dealer who submitted control (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeaning of Section 9-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 104 of the subscribers’ Payments UCC) of the Trustee for the benefit of the holders of the Securities. (iii) The obligation and issue a Payment made payable to the order liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property and any other moneys on deposit with it pursuant to this Agreement, including any interest accruing thereon. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Treasury Securities or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the name of the Escrow Agent, which escrow account shall be Administrative Agent entitled “CCO Safari III, LLC - Bank of America, N.A. Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.Account” (the “Escrow Account”)) at its office located at Xxx X.X. Xxxx Xxxxx, 0xx Xxxxx, Xx. This Agreement shall be effective on Xxxxx, Xxxxxxxx 00000, and (B) the Effective Date and the Company shall notify the Transfer Agent and Escrow Borrower will deposit with the Escrow Agent the Initial Escrow Deposit. (ii) The Escrow Agent shall accept the Initial Escrow Deposit and each Additional Escrow Deposit and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Effective Date Escrowed Property that is cash in Eligible Escrow Investments as directed by the Escrow Borrower in writing from time to time. Each such direction shall constitute certification by the Escrow Borrower that the investment so directed is an Eligible Escrow Investment. The Escrow Agent is hereby directed to hold cash in a non-interest bearing transaction account and this authorization is a permanent investment direction until the Escrow Agent is directed in writing by the Escrow Borrower of the registration statementpermissible alternate instructions. All monies deposited Escrowed Property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “terms hereof. The Escrow Account and all property credited thereto, including the Escrowed FundsProperty shall be under the control (within the meanings of Sections 8-106 and 9-106 of the UCC) of the Escrow Administrative Agent for the benefit of the Secured Parties.” (iii) The Company will cause obligation and liability of the Soliciting Dealers to instruct subscribers Escrow Agent to make Payments for subscriptions payable the payments and transfers required by this Agreement shall be limited to the order of UMB Bank, N.A., Escrowed Property. The Escrow Agent shall not be liable for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as any loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof or from the sale of any Eligible Escrow Investments required by the terms hereof or any shortfall in the value of the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) belowProperty that might result therefrom. From and after such time, The Escrow Borrower acknowledges that the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent provide no investment advisory or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowmonitoring services hereunder.

Establishment of Escrow Account. On or prior to the date of the commencement of the OfferingOfferings, the Company parties shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” Agent (the “Escrow Account”). This Agreement The Company, through the prospectus or otherwise, will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to the Escrow Agent, for deposit into the Escrow Account and shall return to subscribers for correction of any non-conforming instruments or reject the deposits and cause the return of funds to such subscribers or purchasers. Escrow Agent agrees to hold all Note Certificates and funds received by it in escrow for the subscriber or purchaser desiring to purchase Shares in the Offerings until such time as the conditions for release of the Note Certificates and funds are met. It is understood that all checks or money orders received by the Escrow Agent are subject to clearance time, and the funds represented thereby cannot be effective drawn upon or invested until such time as the same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Agent as uncollectible, the Escrow Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such uncollected checks to the Effective Date Company, and the Company shall notify the Transfer Agent and hereby agrees to pay to the Escrow Agent all such expenses. The Escrow Agent shall redeposit such checks(s) for collection only upon the verbal or written instruction of the Effective Date of Company; however, in no instance shall the registration statementchecks(s) be presented for collection more than two (2) times. All monies deposited in Should the Escrow Account are hereinafter referred to as check(s) be uncollectible after the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timesecond presentation, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by notify the Company any Payments received by and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier’s check or money order or such other form of draft that the Company and the Escrow Agent or deposited into the Escrow Agent’s accountapprove, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than at which time the Escrow Agent shall be returned as soon as reasonably practicable return said uncollectible check(s) to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealerssubscriber or purchaser. In such caselieu thereof, the Soliciting Dealer will collect Company may reject the proceeds tendered subscription or purchase. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier’s check or money order or such other form of the subscribers’ Payments and issue a Payment made payable draft acceptable to the order of the Escrow Agent for and the aggregate amount Company or the Company rejects the tender, the Escrow Agent, at the instruction of the subscription proceedsCompany, which proceeds shall be deposited return the same as other Payments pursuant check(s) to Section 2 belowsuch subscriber or purchaser, accompanied by correspondence approved by the Company.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “U.S. Bank National Association - CCOH Safari, LLC Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.Account” (the “Escrow Account”)) at its office located at Xxx X.X. Xxxx Xxxxx, 0xx Xxxxx, Xx. This Agreement shall be effective on Xxxxx, Xxxxxxxx 00000, and (B) the Effective Date and the Company shall notify the Transfer Agent and Escrow Issuer will deposit with the Escrow Agent the Initial Escrow Deposit. (ii) The Escrow Agent shall accept the Initial Escrow Deposit, the First Additional Deposit Amount and the Second Additional Deposit Amount, as applicable, and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All amounts so deposited, and the interest thereon, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Effective Date Escrowed Property that is cash in Eligible Escrow Investments as directed by the Escrow Issuer in writing from time to time. The Escrow Agent is hereby directed to hold cash in a non-interest bearing transaction account and this authorization is a permanent investment direction until the Escrow Agent is directed in writing by the Escrow Issuer of the registration statementpermissible alternate instructions. All monies deposited Escrowed Property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “Escrowed Funds.” terms hereof. The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB BankEscrow Account and all property credited thereto, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as including the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent Property shall be returned to under the Soliciting Dealer who submitted control (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeanings of Sections 8-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 106 and 9-106 of the subscribers’ Payments UCC) of the Trustee for the benefit of the Holders. (iii) The obligation and issue a Payment made payable to the order liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Eligible Escrow Investments required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Administrative Agent entitled “Credit Suisse AG, Cayman Islands Branch – Caesars Growth Properties Holdings, LLC Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.Account” (the “Escrow Account”) at its office located at 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107, (B) the Administrative Agent at the direction of the Borrower will deposit with the Escrow Agent the proceeds of the Term B Loans, net of the Term Closing Fee and the Ticking Fee and (C) the Borrower (or Caesars Growth Partners, LLC on behalf of the Borrower) shall deposit with the Escrow Agent the Additional Amount (the amounts referred to in clauses (B) through (C) the “Escrow Funds”). (ii) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. This Agreement All amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Escrowed Property that is cash in cash, in Treasury Securities or Cash Equivalents as may be effective directed by the Borrower in writing from time to time. The Escrow Agent is hereby directed to hold cash in a non-interest bearing transaction account and this authorization is a permanent investment direction until the Escrow Agent is directed in writing of permissible alternate instructions. In selecting any Treasury Securities or Cash Equivalents, the Borrower shall determine that the proceeds thereof at maturity, when added to the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity, provide funds to the Escrow Agent in an amount at least equal to the Escrow Prepayment Amount on the Effective Date and assumed Escrow Prepayment Date. At any time prior to the Company shall notify Escrow Prepayment Date, the Transfer Agent Borrower may substitute any amount of cash included in the Escrowed Property as the Additional Amount by posting Letters of Credit in an equal amount with the Escrow Agent, and the Escrow Agent shall return such amount of cash to the Effective Date Borrower upon receipt of such Letters of Credit in a face amount equal to the registration statementamount being returned. All monies deposited such property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “terms hereof. The Escrow Account and all property credited thereto, including the Escrowed Funds.” The Company will cause Property shall be under the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to control (within the order meanings of UMB Bank, N.A., Escrow Sections 8-106 and 9-106 of the UCC) of the Administrative Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds benefit of the subscribers’ Payments Administrative Agent and issue a Payment made payable to the order Lenders. (iii) The obligation and liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property and any other moneys on deposit with it pursuant to this Agreement, including any interest accruing thereon. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Treasury Securities or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. (i) On or prior the Issue Date for the Securities, Escrow Agent shall establish an escrow account entitled the "Escrow Account pledged by Bell Technology Group Ltd. xx Xarine Midland Bank, as Trustee under an Indenture between Bell Technology Group Ltd. xxx Marine Midland Bank dated as of April 30, 1998" (the "Escrow Account") at the office of the Escrow Agent located at 140 Broadway, 12th Floor, Nxx Xxxx, Xxx Xxxx 00000. Xxx Xxxxxx Xxxxxxx xxxxx be a "securities account" as such term is defined in Section 8-501(a) of the New York Uniform Commercial Code (the "NY-UCC"). All property, including, without limitation, funds, the Initial Escrow Amount, Pledged Securities and any U.S. Government Securities accepted by Escrow Agent pursuant to this Agreement shall be held subject to the commencement pledge in favor of Trustee, as the secured party hereunder for the ratable benefit of the OfferingHolders of the Securities (such Holders, collectively, the "Beneficiaries"). All such funds shall be held in the Escrow Account until disbursed or paid in accordance with the terms hereof. The Escrow Account and all property held therein, including, without limitation, funds, the Initial Escrow Amount, the Pledged Securities and any U.S. Government Securities held by Escrow Agent, shall be under the sole dominion and exclusive control of Escrow Agent on behalf of and for the sole benefit of Trustee for the ratable benefit of the Beneficiaries. (ii) On the Issue Date, the Company shall establish an interest-bearing escrow account with the Escrow Agentdeliver, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will or cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timedelivery of, the Initial Escrow Agent shall promptly return Amount to the Transfer Escrow Agent for deposit into an account designated by the Company any Payments received by the Escrow Account against Escrow Agent's written acknowledgment and receipt of the Initial Escrow Amount. Escrow Agent shall forthwith purchase, or cause to be purchased, the Pledged Securities, with all or a portion of the Initial Escrow Amount. The Pledged Securities shall be held by Escrow Agent and deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior Account subject to the time, if any, that pledge in favor of Trustee for the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds ratable benefit of the subscribers’ Payments Beneficiaries. All payments of interest and issue a Payment made payable to principal on the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds Pledged Securities shall be deposited into the same as other Payments pursuant Escrow Account to be paid or disbursed in accordance with the terms hereof or, to the extent permitted by Section 2 below2(d) hereof, reinvested in U.S. Government Securities.

Establishment of Escrow Account. (a) On or prior to the commencement of Closing Date, the OfferingRepresentative shall deposit the Gross Offering Proceeds, and the Company shall establish an interest-bearing escrow account deposit the Interest Deposit, in each case with the Escrow AgentAgent in immediately available funds, to fund the Escrow Deposit (which escrow account shall will collectively be entitled referred to herein as the “Escrow Account for Property”), and the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” Escrow Agent shall hold the Escrow Deposit in a non-interest bearing account established with the Escrow Agent (the “Escrow Account”). This The Escrow Agent shall provide an acknowledgement to the Company and the Trustee upon receipt of the Escrow Deposit. (b) As security for the due and punctual payment when due of all amounts that may be payable from time to time under the Indenture and the Notes, now or hereafter arising (the “Secured Obligations”), the Company hereby pledges, assigns and grants to the Trustee, for the benefit of the Trustee and the holders of the Notes, a continuing security interest in, and a first priority lien on, its interests in this Agreement, the Escrow Account (Bank: Wilmington Trust, National Association, ABA#: , Account Name: , A/C#: ), all Escrow Property and all certificates and instruments, if any, from time to time representing or evidencing the Escrow Account or the Escrow Property. The Company represents and covenants that the security interest of the Trustee in the Escrow Account shall at all times be valid, perfected and enforceable as a first priority security interest of the Trustee against the Company in accordance with the terms of this Agreement until such time as the Escrow Property is released from the Escrow Account pursuant to Section 3 hereof. (c) Upon the release of any Escrow Property pursuant to Section 3 hereof, the security interest with respect to such Escrow Property granted by the Company hereby to the Trustee for the benefit of the Trustee and the holders of the Notes shall automatically terminate without any further action and such Escrow Property, when delivered by the Escrow Agent pursuant to Section 3 hereof, shall be effective on delivered to the Effective Date recipient free and clear of any and all liens, claims, encumbrances or right of set-off of the Trustee and the Company shall notify holders of the Transfer Agent Notes, and the Escrow Agent agrees that the Escrow Property shall then be free and clear of any and all existing or future liens, claims, encumbrances or right of set-off of the Effective Date Escrow Agent. (d) The Escrow Agent hereby represents that it has not, and it hereby agrees that it will not, enter into any agreement or take any action which gives any person or any entity other than the Trustee control (within the meaning of Section 9-104 of the registration statementNew York UCC) over the Escrow Account. All monies deposited If at any time the Escrow Agent receives any instruction (within the meaning of Section 9-104(b) of the New York UCC) concerning the disposition of funds held in the Escrow Account are hereinafter referred to as from the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timeTrustee, the Escrow Agent shall promptly return comply with such instruction without further consent of the Company or any other Person. The Trustee hereby agrees that so long as no Event of Default (as defined in the Indenture) has occurred and is continuing and the Notes have not been accelerated, it shall not give any instruction unless a Special Mandatory Redemption (as defined below) shall be required pursuant to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent Indenture or deposited into the Escrow Agent’s account, as otherwise permitted pursuant to Section 5(d3(c) belowhereof. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the The Escrow Agent agrees that it shall be returned to honor instructions issued in accordance with Section 3 hereof in accordance with the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowterms hereof.

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statement. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timeIssue Date, the Escrow Agent shall promptly return establish an escrow account entitled the "State Street Bank and Trust Company of Missouri, N.A., as Escrow Agent/Escrow Account pledged by Golden Sky Systems, Inc. to State Street Bank and Trust Company of Missouri, N.A., as Trustee, pursuant to the Transfer Agent for deposit into an account designated by Escrow Agreement dated as of July 31, 1998" (such account, the Company any Payments received "Escrow Account"). The Escrow Account shall be established and maintained by the Escrow Agent or deposited into with State Street Bank and Trust Company (the "Custodian"), a Massachusetts trust company located in Boston, Massachusetts, and each of the Escrow Agent’s account, the Custodian and the Company shall enter into an agreement substantially in the form of Exhibit B annexed hereto and made a part hereof (the "Account Control Agreement"). On the Issue Date, the Company will deposit with the Custodian $188,150,000 in cash, representing the net proceeds of the issuance of the Securities (the "Initial Escrow Amount"). The Escrow Agent will acknowledge in writing receipt of the Initial Escrow Amount. Such Initial Escrow Amount shall constitute the only deposit by the Company in the Escrow Account. The funds in the Escrow Account shall be released by the Escrow Agent only pursuant to Section 5(d) below3. Any Payments received prior to All funds accepted by the time, if any, that the Escrowed Funds are deliverable to the Company Escrow Agent pursuant to this Agreement shall be held for the provisions exclusive benefit of Section 5(a) below that are made payable to a party other than the Trustee, any successor Trustee under the Indenture and the holders of the Securities, as secured parties hereunder (collectively, the "Beneficiaries"). All such funds shall be held in the Escrow Account until disbursed or paid in accordance with the terms hereof. The Escrow Account, the funds held therein, any Government Securities or Permitted Investments held by the Escrow Agent shall be returned to held by the Soliciting Dealer who submitted Escrow Agent, for the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds benefit of the subscribers’ Payments Beneficiaries, in the form required by Section 2(d)(i) and issue in such a Payment made payable to manner as will result in the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to security interests contemplated by Section 2 below2(d)(ii) hereof.

Establishment of Escrow Account. On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth TrustDiversified Lifestyle Properties, Inc.” (the “Escrow Account”). This Agreement shall be effective on the Effective Date and the Company shall notify the Transfer Agent and the Escrow Agent of the Effective Date of the registration statementDate. All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth TrustDiversified Lifestyle Properties, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a4(a) below. From and after such time, the Escrow Agent shall promptly return send to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, account pursuant to Section 5(d4(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a4(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 below.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth TrustU.S. Bank National Association, Inc.as Trustee” (the “Escrow Account”) at its office located at 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107, (B) the Initial Purchasers at the direction of the Issuers will deposit with the Escrow Agent the gross proceeds from the sale of the Securities and (C) the Issuers (or Caesars Growth Partners, LLC on behalf of the Issuers) shall deposit with the Escrow Agent the Additional Amount (the amounts referred to in clauses (B) through (C) the “Escrow Funds”). (ii) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. This Agreement All amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent shall invest any portion of the Escrowed Property that is cash in cash, in Treasury Securities or Cash Equivalents as may be effective directed by the Issuers in writing from time to time. The Escrow Agent is hereby directed to hold cash in a non-interest bearing transaction account and this authorization is a permanent investment direction until the Escrow Agent is directed in writing of permissible alternate instructions. In selecting any Treasury Securities or Cash Equivalents, the Issuers shall determine that the proceeds thereof at maturity, when added to the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity, provide funds to the Escrow Agent in an amount at least equal to the Escrow Redemption Price on the Effective Date and assumed Escrow Redemption Date. At any time prior to the Company shall notify Escrow Redemption Date, the Transfer Agent Issuers may substitute any amount of cash included in the Escrowed Property as the Additional Amount by posting Letters of Credit in an equal amount with the Escrow Agent, and the Escrow Agent shall return such amount of cash to the Effective Date Issuers upon receipt of such Letters of Credit in a face amount equal to the registration statementamount being returned. All monies deposited such property shall be held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the “Escrowed Funds.” terms hereof. The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB BankEscrow Account and all property credited thereto, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as including the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timeProperty, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company any Payments received by the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to under the Soliciting Dealer who submitted control (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeanings of Sections 8-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 106 and 9-106 of the subscribers’ Payments UCC) of the Trustee for the benefit of the Trustee and issue a Payment made payable to the order holders of the Securities. (iii) The obligation and liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property and any other moneys on deposit with it pursuant to this Agreement, including any interest accruing thereon. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Treasury Securities or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. On or prior The Company and the Underwriter hereby appoint the Escrow Agent, and the Escrow Agent accepts said appointment to receive from the Underwriter the monies paid by the subscribers for the Shares and to hold such subscription payments in accordance with the terms herein. The Underwriter agrees to deliver to the commencement Escrow Agent within two business days following receipt, all proceeds, including customer checks, drafts, or money orders payable to the Escrow Agent, from the sale of the Shares in the Public Offering, together with a written account of each sale, which account shall set forth, among other things, the Company names, addresses and social security or taxpayer identification numbers of the purchasers, the number of Shares purchased by each, the amount paid therefor, and whether the consideration received was in the form of cash or evidenced by a check, draft, or money order. The Escrow Agent shall have the right to reject and return to the Underwriter any funds that are not accompanied by the required information or that do not reconcile to the amount set forth in the written account of the sale at the time of deposit with the Escrow Agent. The Escrow Agent shall establish an a segregated non-interest-bearing escrow account with the Escrow Agentaccount, which escrow account shall be entitled “"United Oilfield Services, Inc. Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the “"Escrow Account”). This Agreement ") into which all subscription amounts shall be effective on deposited. The Escrow Account shall be created and maintained subject to the Effective Date customary rules and the Company shall notify the Transfer Agent and regulations of the Escrow Agent pertaining to such accounts. During the Escrow Period (as hereinafter defined), none of the Effective Date of the registration statement. All monies amounts deposited in the Escrow Account are hereinafter referred to as shall become the “Escrowed Funds.” The property of the Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable or any other entity, or subject to the order debts of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From or any other entity, and after such time, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by the Company not make or permit any Payments received by disbursements from the Escrow Agent or deposited into the Escrow Agent’s account, pursuant to Section 5(d) belowAccount. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the The Escrow Agent shall be returned have no obligation to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds invest any of the subscribers’ Payments and issue a Payment made payable deposited funds or to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowpay interest thereon.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “Escrow Account for the Benefit of Subscribers to Shares of CNL Macquarie Global Growth TrustDeutsche Bank Trust Company Americas, Inc.as Trustee” (the “Escrow Account”). This Agreement shall be effective on ) at its office located at 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 and (B) the Effective Date and Initial Purchasers at the Company shall notify direction of the Transfer Agent and Issuers will deposit with the Escrow Agent the gross proceeds from the sale of the Effective Securities (together with the Additional Amount, if applicable, the “Escrow Funds”). (ii) In the event the Release Date does not occur prior to the Conditions Precedent Date, the Issuers (or, subject to satisfaction of applicable “know your customer” requirements of the registration statement. All monies deposited in Escrow Agent, Caesars Entertainment Corporation or one of its Affiliates on behalf of the Issuers) shall deposit with the Escrow Account are hereinafter referred to as Agent the “Escrowed Funds.” The Company will cause Additional Amount. For the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order avoidance of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timedoubt, the Escrow Agent shall promptly return have no responsibility to calculate, or to confirm the calculation of, the Additional Amount. (iii) The Escrow Agent shall accept the Escrow Funds and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to the Transfer terms of this Agreement, shall constitute the “Escrowed Property.” The Escrow Agent for deposit into an account designated shall invest any portion of the Escrowed Property that is cash in cash, in Treasury Securities or Cash Equivalents, subject to the availability of such investment with the Escrow Agent, as may be jointly directed by the Company Issuers in writing from time to time. Instructions received after 11:00 a.m. Eastern will be treated as if received on the following Business Day. If no such direction is given, the Escrowed Property shall remain uninvested with no liability for interest thereon. In selecting any Payments received by Treasury Securities or Cash Equivalents, the Issuers shall determine that the proceeds thereof at maturity, when added to the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity together with the Additional Amount, provide funds to the Escrow Agent or deposited into in an amount at least equal to the Escrow Redemption Price on the assumed Escrow Redemption Date. At any time prior to the Escrow Redemption Date, the Issuers (or, subject to satisfaction of applicable “know your customer” requirements of the Escrow Agent’s account, pursuant to Section 5(dCaesars Entertainment Corporation or one of its Affiliates on behalf of the Issuers) below. Any Payments received prior to may substitute any portion of the time, if any, Additional Amount that is comprised of cash included in the Escrowed Funds are deliverable to Property by posting Letters of Credit in an equal amount with the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than Escrow Agent, and the Escrow Agent shall be returned return such amount of cash to the Soliciting Dealer who submitted Issuers (or, subject to satisfaction of applicable “know your customer” requirements of the PaymentEscrow Agent, Caesars Entertainment Corporation or one of its Affiliates on behalf of the Issuers) upon receipt of such Letters of Credit in a face amount equal to the amount being returned. All such property shall be held in the Escrow Account until disbursed in accordance with the terms hereof. The Managing Dealer Escrow Account and all property credited thereto, including the Escrowed Property, shall be under the control (within the meanings of Sections 8-106 and 9-106 of the UCC) of the Trustee for the benefit of the Trustee and the holders of the Securities. Until the termination of this Agreement pursuant to its terms, the Escrow Agent shall comply with all entitlement orders and instructions given by the Trustee with respect to the Escrow Account or other Escrowed Property, including, without limitation, instructions directing disposition of the funds in the Escrow Account, without further consent of the Issuers or any other person; provided that, (x) the Escrow Agent may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such comply with instructions from the Issuers delivered in accordance with Section 3 hereof or otherwise as contemplated by this Agreement and (y) the Trustee agrees that, and shall in any case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments only provide entitlement orders and issue a Payment made payable instructions to the order Escrow Agent to the extent explicitly provided for by, and in accordance with, the terms of this Agreement provided however that the Escrow Agent shall have no duty to determine whether any entitlement orders or instructions are permitted. (iv) The obligation and liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or from the sale of any Treasury Securities or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowEscrowed Property that might result therefrom.

Establishment of Escrow Account. (i) On or prior to the commencement closing date of the Offeringoffering of the Securities, the Company Escrow Agent shall establish an interest-bearing escrow account with entitled the "Escrow AgentAccount pledged by Exodus Communications, which escrow account Inc. to Chase Manhattan Bank and Trust Company, National Association, as Trustee" (the "Escrow Account") at its office located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Escrow Account shall be entitled “Escrow Account for a "securities account" as such term is defined in Section 8-501(a) of the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” New York Uniform Commercial Code (the “Escrow Account”"UCC"). This Agreement shall be effective on All funds and securities, including the Effective Date and the Company shall notify the Transfer Agent and the Initial Escrow Agent of the Effective Date of the registration statement. All monies Deposit, Pledged Securities, additional funds or securities deposited in the Escrow Account are hereinafter referred pursuant to clause (iii) of this Section 2(b) and any U.S. Government Securities accepted by Escrow Agent pursuant to this Agreement and any proceeds thereof (collectively, the "Escrow Funds") shall be held for the exclusive benefit of Trustee, any predecessor Trustee under the Indenture and holders of the Securities or Additional Securities, as secured parties hereunder (collectively, the “Escrowed "Beneficiaries"). All Escrow Funds shall be held in the Escrow Account until disbursed or paid in accordance with the terms hereof. The Escrow Account and the Escrow Funds.” The Company will cause , including the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to Initial Escrow Deposit, the order Pledged Securities and any U.S. Government Securities held by Escrow Agent shall be under the sole dominion and control of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trustthe benefit of the Beneficiaries. (ii) On the closing date of the offering of the Securities, Inc. until such time (if any) as the Escrowed Funds are deliverable Company shall deliver, or cause the delivery of, the Initial Escrow Deposit to Escrow Agent for deposit into the Escrow Account against Escrow Agent's written acknowledgment and receipt of the Initial Escrow Deposit. The Initial Escrow Deposit and any other Pledged Securities shall be held by the Escrow Agent and deposited into the Escrow Account for the exclusive benefit of the Beneficiaries. All payments of interest and principal on the Pledged Securities shall be deposited into the Escrow Account to be paid or disbursed in accordance with the terms hereof or, to the extent permitted by Section 2(d) hereof, reinvested in U.S. Government Securities. (iii) On the closing date of the offering of the Additional Securities (the "Additional Securities Closing Date"), the Company pursuant to shall deliver or cause the provisions delivery of, and Escrow Agent shall accept for deposit into the Escrow Account, against Escrow Agent's written acknowledgment and receipt, the amount (or U.S. Government Securities) set forth in the Notice of Section 5(aAdditional Escrow Deposit in the form of Exhibit B hereto; --------- provided, however, that each of the following conditions have been met: -------- ------- (1) below. From and after such time, the Escrow Agent shall promptly return have received an opinion from a nationally-recognized accounting firm stating that the funds, or U.S. Government Securities, being deposited pursuant to this Section 2(b)(iii) are sufficient to pay, when due, the interest on such Additional Securities on each Interest Payment Date through and including the Interest Payment Date on July 1, 2000; (2) the Escrow Agent and the Trustee shall have received a certificate dated as of the Additional Securities Closing Date signed by an executive officer of the Company to the Transfer effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Additional Securities Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditional on its part to be performed or satisfied under this Agreement and the Indenture on or before the Additional Securities Closing Date; and (3) the Escrow Agent shall have received a Notice of Additional Escrow Deposit from the Company substantially in the form of Exhibit ------- B hereto. - All such Escrow Funds shall be held in the Escrow Account until disbursed or paid in accordance with the terms hereof. The Escrow Account and all Escrow Funds, including the funds deposited pursuant to this subsection (iii), the Pledged Securities and any U.S. Government Securities held by Escrow Agent shall be under the dominion and control of Escrow Agent for deposit into an account designated by the Company any Payments received benefit of the Beneficiaries. The Escrow Agent shall purchase, or cause to be purchased, U.S. Government securities with all funds deposited pursuant to this subsection (iii). The U.S. Government Securities shall be held by the Escrow Agent or and deposited into the Escrow Agent’s account, pursuant to Section 5(d) below. Any Payments received prior to Account for the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds exclusive benefit of the subscribers’ Payments Beneficiaries. All payments of interest and issue a Payment made payable to principal on the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds U.S. Government Securities shall be deposited into the same as other Payments pursuant Escrow Account to be paid or disbursed in accordance with the terms hereof or, to the extent permitted by Section 2 below2(d) hereof, reinvested in U.S. Government Securities.

Establishment of Escrow Account. On or prior to the date of the commencement of the OfferingOfferings, the Company parties shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “"Xxxxxx Insurance Group, Inc. Stock Purchase Account" (the "Escrow Account Account"). The Company will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to "Xxxxxx Insurance Group, Inc." Escrow Agent agrees to hold all funds received by it in escrow for the Benefit of Subscribers subscriber or purchaser desiring to purchase Shares of CNL Macquarie Global Growth Trustin the Offerings. It is understood that all checks or money orders received by the Escrow Agent are subject to clearance time, Inc.” (and the “funds represented thereby cannot be drawn upon or invested until such time as the same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Account”). This Agreement shall be effective Agent as uncollectible, the Escrow Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such uncollected checks to the Effective Date Company, and the Company shall notify the Transfer Agent and hereby agrees to pay to the Escrow Agent all such expenses. The Escrow Agent shall redeposit such checks(s) for collection only upon the verbal or written instruction of the Effective Date of Company; however, in no instance shall the registration statementchecks(s) be presented for collection more than two (2) times. All monies deposited in Should the Escrow Account are hereinafter referred to as check(s) be uncollectible after the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timesecond presentation, the Escrow Agent shall promptly return to the Transfer Agent for deposit into an account designated by notify the Company any Payments received by and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier's check or money order or such other form of draft that the Company and the Escrow Agent approve, at which time the Escrow Agent shall as soon as reasonably practicable return said uncollectible check(s) to the subscriber or deposited into purchaser. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier's check or money order or such other form of draft acceptable to the Escrow Agent and the Company, the Escrow Agent’s account, pursuant at the instruction of the Company, shall return the check(s) to Section 5(d) belowsuch subscriber or purchaser. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company Except pursuant to the provisions of Section 5(a) below Company's instructions, any checks or money orders received that are made payable to a party other than "Xxxxxx Insurance Group, Inc." shall be returned by the Escrow Agent to the subscriber or purchaser submitting such checks or money orders. In such cases, the Escrow Agent shall be returned to promptly notify the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to Company of such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds, which proceeds shall be deposited the same as other Payments pursuant to Section 2 belowreturn.

Establishment of Escrow Account. On or prior to (i) Concurrently with the commencement of execution and delivery hereof, (A) the Offering, the Company Escrow Agent shall establish an interest-bearing escrow account with in the Escrow Agent, which escrow account shall be name of the Trustee entitled “Escrow Account for of The Bank of New York Mellon Trust Company, N.A., as Trustee, in respect of the Benefit of Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.Hecla Mining Company’s 6.875% Senior Notes due 2021” (the “Escrow Account”). This Agreement shall be effective on ) at its office located at 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx Xxxxxxxxxx 00000 and (B) the Effective Date and Initial Purchasers at the direction of the Company shall notify the Transfer Agent and deposit with the Escrow Agent of the Effective Date of Gross Proceeds. (ii) The Escrow Agent shall accept the registration statement. All monies deposited Gross Proceeds and shall hold such funds and the proceeds thereof in the Escrow Account are hereinafter referred Account. All amounts so deposited, and the interest on, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any amounts released pursuant to as the terms of this Agreement, shall constitute the “Escrowed FundsProperty.” The Company will cause Upon direction from the Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of UMB Bank, N.A., Escrow Agent for CNL Macquarie Global Growth Trust, Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 5(a) below. From and after such timeCompany, the Escrow Agent shall promptly return to invest any portion of the Transfer Agent for deposit into an account designated Escrowed Property that is cash in Treasury Securities or Cash Equivalents as may be selected by the Company in writing from time to time. Until the Trustee receives such a written direction the funds in the Escrow Account shall remain uninvested. With respect to any Payments Escrowed Property received by Escrow Agent after 10:00 a.m. (New York City time), the Escrow Agent shall not be required to invest such funds or deposited into to effect any investment instruction until the next Business Day. In the event no instructions to invest are given by the Company, funds in the Escrow Agent’s accountAccount shall remain uninvested. In selecting any Treasury Securities or Cash Equivalents, pursuant the Company shall determine that the proceeds thereof at maturity, when added to Section 5(d) below. Any Payments received the balance of the Escrowed Property without the reinvestment thereof or sale prior to maturity, would be sufficient to provide funds to the time, if any, Escrow Agent in an amount at least equal to the Gross Proceeds on the Escrow Redemption Date (with the understanding that the Company shall be solely responsible for any and all differences between the amount of Escrowed Funds are deliverable to Property released in accordance with Section 3(b) and the Company pursuant to Special Mandatory Redemption Amount). All such property shall be held in the provisions of Section 5(a) below that are made payable to a party other than Escrow Account until disbursed in accordance with the terms hereof. The Escrow Account and all property held therein by the Escrow Agent shall be returned to under the Soliciting Dealer who submitted control (within the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 brokermeaning of Section 9-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds 104 of the subscribers’ Payments UCC) of the Trustee for the benefit of the holders of the Securities. (iii) The obligation and issue a Payment made payable to the order liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property and any other moneys on deposit with it pursuant to this Agreement, including any interest accruing thereon. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the aggregate amount provisions hereof or any written instructions from the Company or from the sale of any Treasury Securities or Cash Equivalents required by the terms hereof or any shortfall in the value of the subscription proceedsEscrowed Property that might result therefrom. The Escrow Agent is hereby authorized, which proceeds shall be deposited in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with one or more of its Affiliates, whether it or any such Affiliate is acting as agent of the same Escrow Agent or for any third person or dealing as other Payments pursuant to Section 2 belowprincipal for its own account. The Company acknowledges that the Escrow Agent is not providing investment supervision, recommendations or advice.