OWNERS CONSTRUCTION ESCROW TRUST AND DISBURSING AGREEMENT (No Title Insurance)

Exhibit 10.2

OWNERS CONSTRUCTION ESCROW TRUST AND DISBURSING AGREEMENT
(No Title Insurance)

Escrow Trust No.:       

Chicago Title and Trust Company, Escrow Trustee

ARTICLE 1: General Information

Name: Chicago Title and Trust Company, a corporation of Illinois (hereinafter known as “CT&T”)

F. Owner’s Inspector/Architect:

Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Architects, Inc. Contact Person: ▇▇▇ ▇▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

G. Project Name: Deerfield Capital — Tenant Buildout

Project Location: 12th Floor, One ▇’▇▇▇▇ Center, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇

Title and Construction Escrow charges are to be billed:

One half (1/2) to Owner and one half (1/2) to Tenant

Article 2: Recitals

Owner and Tenant have requested CT&T to act as Escrow Trustee and to provide a disbursing service for the payment of Project construction costs, and other related costs.

Article 3: Requirements

Prior to each disbursement of funds by CT&T hereunder, it is a requirement of this Agreement that the following conditions shall be satisfied:

Note: CT&T will use the same care and diligence in the collection and examination of sworn statements, waivers, affidavits, supporting waivers and releases of liens, for the above purpose, as it would use were CT&T required by this Agreement to furnish mechanics’ lien title insurance coverage to a- construction lender, and no greater.

Note: If the funds are to be disbursed to the General Contractor rather than subcontractors, the collection and examination of the required statements, waivers, — etc., by CT&T shall not be construed by the owner as an assurance by CT&T that the subcontractors have, in fact, been paid by the General Contractor.

Article 4: General Conditions

[signatures on following page]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement this— day of October, 2009.

Owner: GLL US OFFICE, L.P.

By: GLL US OFFICE CORP., its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Its: Vice President

Tenant: DEERFIELD CAPITAL CORP.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
Its: CFO

General Contractor: ▇▇▇▇▇ CONSTRUCTION

By: /s/ ▇▇▇▇ ▇. Paderta
Its: President

Escrow Trustee: Chicago Title and Trust Company

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Authorized Signatory)

#387470

Exhibit A

LIST OF EXCLUDED SOFT COSTS

Schedule 1
TENANT REQUISITION

In accordance with Article 3(a) of the Owner’s Construction Trust and Disbursement Agreement dated as of       , 200       (the “Construction Escrow Agreement”), Tenant hereby requests that $      (“Requested Amount”) of the Escrowed Funds be disbursed [to Tenant for payment to the parties identified in the Sworn Tenant Statement dated     , 200       attached hereto as Exhibit A] and/or [to Tenant’s architect, project manager, general contractor, or other parties with whom Tenant has a direct contract in the amounts and to the parties identified in the Sworn Tenant Statement dated      , 200       attached hereto as Exhibit A].

Also attached hereto are:

1. Copies of invoices or payment applications to be paid or reimbursed as set forth on the attached Sworn Tenant Statement.

2. For each contractor with whom Tenant has a direct contract (including architects, engineers and designers), and each first tier subcontractor of such contractor (the “First Tier Subcontractors”) that supplied labor or material to the property, and to whom a payment is to be made pursuant to the attached Sworn Tenant Statement, copies of each such party’s final or partial waivers of lien, as applicable (except to the extent that any such party has elected to submit such waivers on a 30 day delay basis, hereafter referred to as “Delay Waivers”; which Delay Waivers shall, in any event, be submitted before the last day of the next succeeding calendar month).

3. A sworn statement from the General Contractor and a certificate for payment executed by the Tenant’s Architect, ▇▇▇▇▇▇▇ Architecture Design and Planning P.C. on American Institute of Architects G-703.

4. In lieu of the waivers described in Section 2 above, copies of Delay Waivers for work performed or materials supplied pursuant to prior Tenant Requisitions; provided, if Delay Waivers are utilized, General Contractor shall be required to provide current audited financials and sign a personal undertaking to Escrowee Trustee.

The amount of the Escrowed Funds (including all recalculations and adjustments as of the date hereof) is $     . Of this amount $      has previously been paid. After payment of the Requested Amount, the balance of the Escrowed Funds remaining to be paid will be $     .

Please address any questions, comments or concerns regarding this Tenant Requisition in writing to Tenant’s representative,        , at      .

Deerfield Capital Corp.

By:
Name:
Title:

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EXHIBIT A

SWORN TENANT STATEMENT

State of Illinois

County of ▇▇▇▇ } ss Escrow No.   

The affiant              being first duly sworn, on oath deposes and says that he/she is an authorized representative of Deerfield Capital Corp. tenant in the Lease with GLL US Office, LP which is the Landlord and Owner of the following described premises in ▇▇▇▇ County, Illinois to wit the entire twelfth (12^th) floor of the building commonly known as One ▇’▇▇▇▇ Center, Rosemont, Illinois (the “Premises”).
That, acting solely in his/her capacity as an authorized representative of Deerfield Capital Corp., affiant states that:

Effective Date:       , 200      

Deerfield Capital Corp.

By:      
Authorized Representative

Signed and subscribed to before me this        day of       , 200      .

     
Notary Public

Exhibit 2
Deerfield Capital Corp.’s Disbursement Certification

The amount of $      was disbursed on       , 200        by the undersigned. The disbursements made are as listed on the Sworn Tenant Statement dated      , 200       .

Deerfield Capital Corp.

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