THE SIGNATURE OF THE PERSON(S) AUTHORIZING SAID FUNDS TRANSFER.
20.
PATRIOT ACT DISCLOSURE.
SECTION 326 OF THE
UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO
INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001 ("USA PATRIOT ACT") REQUIRES THE
ESCROW AGENT TO IMPLEMENT REASONABLE PROCEDURES TO VERIFY THE IDENTITY OF ANY
PERSON THAT OPENS A NEW ACCOUNT WITH IT.
ACCORDINGLY, GGP, INVESTOR AND REP
ACKNOWLEDGE THAT SECTION 326 OF THE USA PATRIOT ACT AND THE ESCROW AGENT'S
IDENTITY VERIFICATION PROCEDURES REQUIRE THE ESCROW AGENT TO OBTAIN INFORMATION
WHICH MAY BE USED TO CONFIRM THE IDENTITIES OF INVESTOR AND REP INCLUDING,
WITHOUT LIMITATION, NAME, ADDRESS AND ORGANIZATIONAL DOCUMENTS OF SUCH PARTY
("IDENTIFYING INFORMATION").
THE ESCROW AGENT AGREES THAT INVESTOR WILL ONLY
PROVIDE ORGANIZATIONAL DOCUMENTS THAT CONSTITUTE IDENTIFYING INFORMATION WHICH
INVESTOR DEEMS REASONABLY NECESSARY IN ITS SOLE DISCRETION TO COMPLY WITH
SECTION 326 OF THE USA PATRIOT ACT.
INVESTOR AND REP AGREE TO PROVIDE THE
ESCROW AGENT WITH AND CONSENT TO THE ESCROW AGENT OBTAINING FROM THIRD PARTIES
ANY SUCH IDENTIFYING INFORMATION REQUIRED AS A CONDITION OF OPENING AN ACCOUNT
WITH OR USING ANY SERVICE PROVIDED BY THE ESCROW AGENT.
21.
[LIABILITY AS A CUSTODIAN.
GGP, REP AND THE
ESCROW AGENT AGREE THAT INVESTOR HAS ENTERED INTO THIS ESCROW AGREEMENT SOLELY
IN ITS CAPACITY AS CUSTODIAN FOR FUND AND
11
THAT THE LIABILITY OF INVESTOR UNDER THIS ESCROW AGREEMENT SHALL BE LIMITED
SOLELY TO THE EXTENT THAT IT IS ACTUALLY INDEMNIFIED BY FUND IN RESPECT OF WHICH
IT ACTS AS CUSTODIAN AS PROVIDED IN SECTION 12.28(B) OF THE LLC AGREEMENT.
FUND
AGREES THAT, TO THE EXTENT THE IMMEDIATELY PRECEDING SENTENCE OR
SECTION 12.28(B) OF THE LLC AGREEMENT OPERATES TO REDUCE THE AMOUNTS FOR WHICH
INVESTOR WOULD OTHERWISE BE LIABLE TO ANY PERSON TO WHOM INVESTOR OWES
OBLIGATIONS UNDER THIS ESCROW AGREEMENT, FUND AGREES TO BE DIRECTLY RESPONSIBLE
AND LIABLE FOR ANY SUCH OBLIGATIONS OF INVESTOR AND TO PAY OR CAUSE TO BE PAID
ANY AMOUNTS OWING BY, OR ANY OTHER LIABILITIES OF, INVESTOR TO THE EXTENT
INVESTOR IS RELIEVED OF LIABILITY THEREFOR BY THE PRECEDING SENTENCE OR
SECTION 12.28 OF THE LLC AGREEMENT.
FUND REPRESENTS THAT IT ENTERS INTO THIS
ESCROW AGREEMENT IN ACCORDANCE WITH ITS AUTHORIZED FUNCTIONS AS SET OUT IN THE
[INTENTIONALLY OMITTED] AND IN NO OTHER CAPACITY AND NO PERSON WILL HAVE ANY
CLAIM AGAINST INDIVIDUAL MEMBERS OF FUND OR ANY DELEGATES OF FUND IN CONNECTION
WITH THE OBLIGATIONS OF FUND UNDER THIS ESCROW AGREEMENT AND THE RIGHTS OF
INDIVIDUAL MEMBERS AND DELEGATES OF FUND UNDER THIS SENTENCE ARE HELD IN TRUST
FOR THEM BY FUND.](4)
[Remainder of this page intentionally left blank.]
(4) Note to Draft:
Applicable only to Fund agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement on
the date first written above.
REP INVESTMENTS LLC
BY:
Brookfield Asset Management Private
Institutional Capital Adviser (Canada) L.P.,
its managing member
By:
Brookfield Private Funds Holdings Inc.,
its general partner
By:
Name:
Title:
By:
Name:
Title:
[Signature Page to Escrow Agreement]