Business Hours; provided, however, that any notice sent by electronic mail
transmission shall only be effective upon confirmation (by telephone, telecopy
or electronic confirmation of receipt (other than a confirmation generated
automatically)) from the party to whom such notice was sent.
For purposes of
this Section 9, "Business Hours" shall mean between the hours of 9 a.m. and
5 p.m. on a Business Day at the address of the recipient
8
for a notice or other communication hereunder.
[Any notice from Fund will only
be an effective notice if signed by any two (2) Persons listed on Schedule I
hereof.](3)
10.
ENTIRE AGREEMENT.
THIS ESCROW AGREEMENT, THE
SUBSCRIPTION AGREEMENT AND THE LLC AGREEMENT (AND, IN EACH CASE, THE SCHEDULES
AND EXHIBITS ATTACHED HERETO AND THERETO, IF ANY) CONTAIN THE ENTIRE AGREEMENT
AND UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY AND SUPERSEDE AND REPLACE ALL PRIOR AND CONTEMPORANEOUS
AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH REGARD TO SUCH
TRANSACTIONS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS ESCROW
AGREEMENT AND THE TERMS OF (I) THAT CERTAIN SUBSCRIPTION AGREEMENT, DATED AS OF
MARCH 31, 2010 (THE "SUBSCRIPTION AGREEMENT"), BY AND AMONG REP, INVESTOR AND
THOSE CERTAIN OTHER PARTIES NAMED THEREIN, (II) THAT CERTAIN LETTER AGREEMENT,
DATED AS OF MARCH 31, 2010, BY AND AMONG REP, INVESTOR, [FUND], BROOKFIELD ASSET
MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P. AND TRILON
BANCORP INC. (THE "SIDE LETTER") AND (III) THAT CERTAIN AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF REP, DATED AS OF MARCH 31, 2010 (THE "LLC
AGREEMENT" AND, TOGETHER WITH THE SUBSCRIPTION AGREEMENT AND THE SIDE LETTER,
THE "OTHER AGREEMENTS"), BY AND AMONG THE ORIGINAL MEMBER, THE MANAGING MEMBER
AND THE MEMBERS NAMED THEREIN (IN EACH CASE, AS SUCH TERM IS DEFINED THEREIN),
NOTWITHSTANDING ANY OTHER PROVISION OF THE OTHER AGREEMENTS TO THE CONTRARY, THE
TERMS HEREOF SHALL CONTROL.
11.
SUCCESSORS AND ASSIGNS.
NONE OF REP, GGP OR
INVESTOR SHALL ASSIGN THIS ESCROW AGREEMENT OR ANY RIGHTS OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF REP, GGP AND INVESTOR AND ANY
SUCH ATTEMPTED ASSIGNMENT WITHOUT SUCH PRIOR WRITTEN CONSENT SHALL BE VOID AND
OF NO FORCE AND EFFECT.
EXCEPT AS EXPRESSLY CONTEMPLATED BY SECTION 5(D) ABOVE
OR BY THE IMMEDIATELY FOLLOWING PROVISO, THE ESCROW AGENT SHALL NOT ASSIGN THIS
ESCROW AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF REP AND INVESTOR; PROVIDED, HOWEVER, THAT WITHOUT THE CONSENT
THE PARTIES HERETO, THE ESCROW AGENT SHALL BE PERMITTED TO ASSIGN THIS ESCROW
AGREEMENT AND ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANY PERSON WHO PURCHASES
THE ESCROW AGENT OR ANY MATERIAL PORTION OF ITS ASSETS, PROVIDED THAT SUCH
CONSENT SHALL BE REQUIRED IF THE PURCHASER IN ANY SUCH TRANSACTION IS NOT AN
INTERNATIONALLY RECOGNIZED FINANCIAL INSTITUTION WITH AT LEAST AN EQUIVALENT
FINANCIAL STANDING AND CREDIT RATING AS THE ESCROW AGENT.
SUBJECT TO THE
FOREGOING, THIS ESCROW AGREEMENT SHALL INURE TO THE BENEFIT OF AND SHALL BE
BINDING UPON THE SUCCESSORS, HEIRS, LEGAL