SUBSCRIPTION ESCROW AGREEMENT
Exhibit 10.2
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of October 25, 2007, is
entered into by and among Corporate Property Associates 17 – Global Incorporated, a Maryland
corporation (the “Company”), Xxxxx Financial, LLC, a Delaware limited liability company (“the Sales
Agent”), and Xxxxx Fargo Bank, National Association, as Escrow Agent (the “Escrow Agent”).
WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-11 (File No. 333-140842), containing a related preliminary
prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the
“Securities Act”), and the regulations thereunder (the “Regulations”), the registration statement
and any amendments thereto, and any registration statement related thereto filed under Rule 462(b)
of the Securities Act are herein called the “Registration Statement.” Any prospectus relating to
such Registration Statement and any amendments thereto are herein called the “Prospectus”;
WHEREAS, the Company proposes to offer and sell, on a best efforts basis through the Sales Agent
and a group of selected dealers (each a “Selected Dealer,” collectively the “Selected Dealers”) and
directly to a group of selected investment advisors (each a “Selected Investment Advisor,”
collectively the “Selected Investment Advisors”) up to 200,000,000 shares of common stock of the
Company pursuant to the Registration Statement (the “Offering”);
WHEREAS, the Company has sole discretion in determining whether to accept or reject any orders for
the Shares;
WHEREAS, the Company, in compliance with the terms of the proposed offering described in the
Registration Statement and Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), proposes to establish an escrow account with the Escrow Agent for the deposit of
payments for the Shares; and
WHEREAS, the Escrow Agent is willing to accept appointment as Escrow Agent only for the expressed
duties outlined herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Proceeds to be Escrowed. On or before the first date of the Offering, the Company shall
establish an escrow account with the Escrow Agent (the “Escrow Account”). The Sales Agent shall
deliver, and shall cause each Selected Dealer or Selected Investment Advisor to directly or
indirectly deliver, proceeds (the “Escrow Funds”) received from purchasers of the Shares (each an
“Investor”) to the Escrow Agent by noon of the next business day after receipt by such party, and
shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and invested
as stated below. Funds delivered to the Escrow Agent may be in the form of checks payable to the
Company and drawn on an account of an Investor, Selected Dealer or Selected Investment Advisor or
wire transfer from the Sales Agent or certain Selected Dealers or Selected Investment Advisors
identified to the Escrow Agent in writing by the Company or the Sales Agent. During the term of
this Escrow Agreement, the Company shall cause all checks received by and made payable to it in
payment for the Securities to be endorsed in favor of the Escrow Agent and delivered to the Escrow
Agent within one (1) business day after receipt by the Company for deposit in the Escrow Account.
Escrow Agent shall have no duty to make any disbursement, investment or other use of Investor Funds
until and unless it has received good and collected funds. In the event that any checks deposited
in the Escrow Account are returned or prove uncollectible after the funds represented thereby have
been released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for
any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned
checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce
collection of any check delivered to it hereunder.
2. Identity of Subscribers. A copy of the Offering document is to be provided by the Company to the
Escrow Agent and incorporated herein Exhibit A. The Company shall furnish to the Escrow Agent with
each delivery of Investor Funds, a list of the Investors on whose behalf proceeds are delivered to
the Escrow Agent, including the name, address, tax identification number, amount of Securities
subscribed for and the amount paid. The information comprising the identity of Investors shall be
provided to the Escrow Agent in the format set forth in the List of Investors, attached as
Exhibit B, and only transmitted via a CTS Direct Link. All Escrow Funds so deposited shall not be
subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’
claims against the Company, until released to the Company as hereinafter provided. The Company
understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in
the Escrow Account and no such funds shall become the property of the Company, or any other entity
except as released to the Company pursuant to Section 3. The Escrow Agent will not use the
information provided to it by the Company for any purpose other than to fulfill its obligations as
Escrow Agent. The Company and the Escrow Agent will treat all Investor information as
confidential. The Escrow Agent shall not be required to accept any Escrow Funds which are not
accompanied by the information on the List of Investors.
3. Disbursement of Funds. (a) Upon receipt by the Escrow Agent of instructions signed by the Sales
Agent and the Company, the Escrow Agent will from time to time as instructed by officers of the Sales Agent and the
Company pay to the Company and/or to any other person designated in such instructions the Escrow
Funds in accordance with such instructions. Such instructions also shall include the times and
places at which such Escrow Funds are to be paid and the amount and method of payment. The Company
shall give the Escrow Agent one business day advance oral notification of the contents of such
instructions. The Escrow Agent shall remit interest earned on such Escrow Funds to Investors on
whose behalf such Escrow Funds are deposited if, and only if, such Escrow Funds have been held by the
Escrow Agent for at least twenty calendar days or more (the
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“Escrow Interest”). Within fifteen
calendar days after the date on which the Escrow Funds are
paid to the Company or other designated person pursuant to the instructions described above, or as
soon as practicable after such interest posts to the account if such interest has not posted to the
account by such fifteenth calendar day, the Escrow Agent shall remit interest earned on such Escrow
Funds to the Company.
If, and only if, such Escrow Funds have been held by the Escrow Agent for at least twenty calendar
days or more, interest (“Escrow Interest”) will be paid to Investors on whose behalf such Escrow
Funds were deposited as follows:
In the case of all Investors, its pro-rata share of interest earned on all Escrow Funds
maintained in the Escrow Account based on the length of time its subscription payment has
been held by the Escrow Agent, as recorded by the Company’s transfer agent, Phoenix American
Financial Services, Inc. (the “Transfer Agent”). Such remission shall be made either
directly to, or pursuant to written instruction received from the
Sales Agent and the Company in a lump sum directly to the Investor.
Escrow Interest earned, but not payable to Investors pursuant to this Section 3(a) shall be paid
to the Company, as instructed by the Company in writing.
The Escrow Agent will provide the Transfer Agent with the total Escrow Interest and the daily rate
of interest for the Escrow Funds held in the Escrow Account. The Transfer Agent will generate the
pro-rata share of Escrow Interest earned based upon the deposit date it has recorded for each
Investor. The Transfer Agent will supply the Escrow Agent with the Escrow Interest allocated for
each Investor.
(b) If, during the period any Escrow Funds are held by the Escrow Agent, the Company
determines that: (i) an Investor will not be issued Shares because the Company in its sole
discretion determines to reject such Investor’s order, or (ii) a portion of an Investor’s order is
rejected, the Company shall: (A) furnish the Escrow Agent with the name of such Investor and the
amount of such Investor’s purchase price or portion thereof which must be returned, including wire
transfer or check payment instructions and (B) direct the Escrow Agent to, and the Escrow Agent
shall, return to such Investor or for the account of such Investor, within ten calendar days of the
Escrow Agent’s receipt of such information, the amount of such Investor’s purchase price (including
any Escrow Interest attributable to such amount) which must be returned.
4. Term
of Escrow. The “Termination Date” shall be the earlier
of (i) 60 days following subscription proceeds reaching $10 Million but in no event to exceed one year from the date
of this Escrow Agreement provided that
the Company may extend this date by 60 days upon written notice to the Escrow
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Agent; provided
however, that in all events this escrow shall terminate no later than the one year
anniversary of the date of this Escrow Agreement; (ii) the date the Escrow Agent receives written
notice from the Company that it is abandoning the sale of the Securities; (iii) the date the Escrow
Agent receives notice from the Securities and Exchange Commission or any other federal or state
regulatory authority that a stop or similar order has been issued with respect to the Offering
document and has remained in effect for at least twenty (20) days or (iv) the date the Escrow Agent
institutes an interpleader action. After the Termination Date the Escrow Agent shall not accept, any additional amounts representing payments by prospective
Investors.
5. Conditions Requiring Return of Escrow Funds. In the event that subscription proceeds received
by the Escrow Agent do not reach $10 million within 120 days from the start of the offering,
Arizona, Maryland, Massachusetts, New York, Ohio and Pennsylvania investors will be notified by the
Company and will have the right to have their investments returned to
them. This requirement will continue for Arizona, Massachusetts,
New York, Ohio and Pennsylvania investors for each 120 day
period, up to one year, until subscription proceeds reach
$10 million.
6. Duty and Liability of the Escrow Agent. The sole duty of the Escrow Agent shall be to receive
Escrow Funds and hold them subject to release, in accordance herewith, and the Escrow Agent shall
be under no duty to determine whether the Company is complying with requirements of this Escrow
Agreement, the Offering or applicable law in tendering the Escrow Funds to the Escrow Agent. No
other agreement entered into between the parties, or any of them, shall be considered as adopted or
binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement
may be referred to herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge
thereof, and the Escrow Agent’s rights and responsibilities shall be governed solely by this Escrow
Agreement. The Escrow Agent shall not be responsible for or be required to enforce any of the
terms or conditions of any Offering document or other agreement between the Company and any other
party. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any
statement, certificate, notice, request, consent, order or other document reasonably believed by it
to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent
shall have no duty or liability to verify any such statement, certificate, notice, request,
consent, order or other document, and its sole responsibility shall be to reasonably act only as
expressly set forth in this Escrow Agreement. Concurrent with the execution of this Escrow
Agreement, the Company shall deliver to the Escrow Agent an authorized signers form in the form of
Exhibit C-2 to this Escrow Agreement and the Sales Agent shall
deliver to the Escrow Agent an authorized signers form in the form
Exhibit C-2 to this Escrow Agreement. The Escrow Agent shall be under no obligation to institute or
defend any action, suit or proceeding in connection with this Escrow Agreement unless first
indemnified to its satisfaction. The Escrow Agent may consult counsel of its own choice with
respect to any question arising under this Escrow Agreement and the Escrow Agent shall not be
liable for any action taken or omitted in good faith upon advice of such counsel. The Escrow Agent
shall not be liable for any action taken or omitted by it in good faith except to the extent that a
court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful
misconduct was the primary cause of loss. The Escrow Agent is acting solely as escrow agent
hereunder and owes no duties, covenants or obligations, fiduciary or otherwise, to any other person
by reason of this Escrow Agreement, except as otherwise stated herein, and no implied duties,
covenants or obligations, fiduciary or otherwise, shall be read into this Escrow Agreement against
the Escrow Agent. In the event of any disagreement between any of the parties to this Escrow
Agreement, or between any of them and any other person, including any Investor,
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resulting in
adverse claims or demands being made in connection with the matters covered by this Escrow
Agreement, or in the event that the Escrow Agent is in reasonable doubt as to what
action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any
claims or demands on it, or refuse to take any other action hereunder, so long as such reasonable
disagreement continues or such reasonable doubt exists, and in any such event, the Escrow Agent
shall not be or become liable in any way or to any person for its failure or refusal to act, and
the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of
all interested parties shall have been fully and finally adjudicated by a court of competent
jurisdiction, or (ii) all differences shall have been adjudged and all reasonable doubt resolved by
agreement among all of the interested persons, and the Escrow Agent shall have been notified
thereof in writing signed by all such persons. Notwithstanding the foregoing, the Escrow Agent may
in its discretion obey the order, judgment, decree or levy of any court, whether with or without
jurisdiction and the Escrow Agent is hereby authorized in its sole discretion to comply with and
obey any such orders, judgments, decrees or levies. In the event that any controversy should arise
with respect to this Escrow Agreement the Escrow Agent shall have the right, at its option, to
institute an interpleader action in any court of competent jurisdiction to determine the rights of
the parties. In no event shall the Escrow Agent be liable, directly or indirectly, for any
special, indirect or consequential losses or damages of any kind whatsoever (including without
limitation lost profits), even if the Escrow Agent has been advised of the possibility of such
losses or damages and regardless of the form of action. The parties agree that the Escrow Agent
has no role in the preparation of the Offering documents, has not reviewed any such documents and
makes no representations or warranties with respect to the information contained therein or omitted
therefrom. The Escrow Agent shall have no obligation, duty or liability with respect to compliance
with any federal or state securities, disclosure or tax laws concerning the Offering documents or
the issuance, offering or sale of the Securities. The Escrow Agent shall have no duty or
obligation to monitor the application and use of the Escrow Funds once transferred to the Company,
that being the sole obligation and responsibility of the Company.
7. Escrow Agent’s Fee. The Escrow Agent shall be entitled to compensation for its services as
stated in the fee schedule attached hereto as Exhibit D, which compensation shall be paid by the
Company. The fee agreed upon for the services rendered hereunder is intended as full compensation
for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that
in the event that the conditions for the disbursement of funds under this Escrow Agreement are not
fulfilled, or the Escrow Agent renders any material service not contemplated in this Escrow
Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement,
or any material modification hereof, or if any material controversy arises hereunder, or the Escrow
Agent is made a party to any litigation pertaining to this Escrow Agreement, or the subject matter
hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and
reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned by any
delay, controversy, litigation or event, and the same shall be recoverable from the Company.
8. Investment of Proceeds. The Escrow Funds shall be deposited in the Escrow Account. The Escrow
Agent is hereby directed to invest all funds received under this Escrow Agreement, in “Short-term
Investments” (as defined below) and Escrow Agent is further authorized and Escrow Agent agrees to
reinvest all earnings and interest derived therefrom in any of the Short-term
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Investments specified
below. In the absence of written direction from the Company, Escrow
Funds will be invested in an interest bearing trust account of the Escrow Agent. Interest will be
compounded daily and interest credited to the Escrow Account at least monthly.
“Short-term
Investments” include short-term obligations of, or short-term obligations guaranteed by, the United States
government or bank money-market funds comprised of these obligations or certificates of deposit of
national or state banks that have deposits insured by the Federal Deposit Insurance Corporation,
including certificates of deposit of any bank acting as a depository or custodian for any such
funds, including, without limitation, such certificates or instruments of the Escrow Agent, all of
which instruments must be capable of being readily sold or otherwise disposed of for cash on or
before the earlier of (i) the date that the $10 million is achieved, or (ii) the Expiration Date,
without any dissipation of the offering proceeds invested.
The following securities are not permissible investments:
| (a) | corporate equity or debt securities; | ||
| (b) | repurchase agreements; | ||
| (c) | bankers’ acceptances; | ||
| (d) | commercial paper; | ||
| (e) | municipal securities; and | ||
| (f) | money market funds other than bank money market accounts. |
All amounts earned, paid or distributed with respect to the Escrow Funds, whether interest,
dividend, distributions or otherwise, shall become a part of the Escrow Account and shall be
distributed pursuant to either Section 3 of this Agreement, as applicable.
The Company on the date of this Escrow Agreement shall provide the Escrow Agent with certified tax
identification numbers by furnishing appropriate IRS forms W-9 or W-8 and other forms and documents
that the Escrow Agent may reasonably request. The Company understands that if such tax reporting
documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the
Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other income
earned on the Escrow Funds pursuant to this Escrow Agreement.
The Company agrees to indemnify and hold the Escrow Agent harmless from and against any taxes,
additions for late payment, interest, penalties and other expenses that may be assessed against the
Escrow Agent on or with respect to any payment or other activities under this Escrow Agreement
unless any such tax, addition for late payment, interest, penalties and other expenses shall be
determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross
negligence or willful misconduct. The terms of this Section shall survive the termination of this
Escrow Agreement and the resignation or removal of the Escrow Agent.
9. Notices. All notices, requests, demands, and other communications under this Escrow Agreement
shall be in writing and shall be deemed to have been duly given (a) on the date of service if
served personally on the party to whom notice is to be given, (b) on the day of transmission if
sent by facsimile/email transmission to the facsimile number/email address given below, and
telephonic confirmation of receipt is obtained promptly after completion of transmission, (c) on
the day after delivery to Federal Express or similar overnight courier or the
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Express Mail service
maintained by the United States Postal Service, or (d) on the fifth day after mailing, if mailed to
the party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to the party as
follows:
If to the Company:
Corporate Property Associates 17 – Global Incorporated
Attn: Xxxxx X. Xxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
If to the Sales Agent:
Xxxxx Financial, LLC
Attn: Xxxxxx Xxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Xxxxx Financial, LLC
Attn: Xxxxxx Xxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
If to Escrow Agent:
Xxxxx Fargo Bank, National Association
000 Xxxxxx Xxxxxx, Xxxxx Xxxxx
XXX X0000-000
Des Moines, IA 50309
Attention: Xxxxxx Xxxxx, Corporate Trust & Escrow Services
Phone: (000) 000-0000
Fax: (000)000-0000
000 Xxxxxx Xxxxxx, Xxxxx Xxxxx
XXX X0000-000
Des Moines, IA 50309
Attention: Xxxxxx Xxxxx, Corporate Trust & Escrow Services
Phone: (000) 000-0000
Fax: (000)000-0000
Any party may change its address for purposes of this Section by giving the other party written
notice of the new address in the manner set forth above.
10. Indemnification of Escrow Agent: The Company hereby indemnifies and holds harmless the Escrow
Agent from and against, any and all loss, liability, cost, damage and expense, including, without
limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any
action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way
to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such
action, claim or proceeding is determined by a court of competent jurisdiction to be the result of
the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section shall
survive the termination of this Escrow Agreement and the resignation or removal of the Escrow
Agent.
11. Successors and Assigns. Except as otherwise provided in this Escrow Agreement, no party hereto
shall assign this Escrow Agreement or any rights or obligations hereunder without the prior written
consent of the other parties hereto and any such attempted assignment without such prior written
consent shall be void and of no force and effect. This Escrow Agreement shall inure to the benefit
of and shall be binding upon the successors and permitted assigns of the parties
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hereto. Any
corporation or association into which the Escrow Agent may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer all or
substantially all of its corporate trust business and assets as a whole or substantially as a
whole, or any corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor
Escrow Agent under this Escrow Agreement and shall have and succeed to the rights, powers, duties,
immunities and privileges as its predecessor, without the execution or filing of any instrument or
paper or the performance any further act.
12. Governing Law; Jurisdiction. This Escrow Agreement shall be construed, performed, and enforced
in accordance with, and governed by, the internal laws of the State of New York, without giving
effect to the principles of conflicts of laws thereof.
13. Severability. In the event that any part of this Escrow Agreement is declared by any court or
other judicial or administrative body to be null, void, or unenforceable, said provision shall
survive to the extent it is not so declared, and all of the other provisions of this Escrow
Agreement shall remain in full force and effect.
14. Amendments; Waivers. This Escrow Agreement may be amended or modified, and any of the terms,
covenants, representations, warranties, or conditions hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of a waiver, by the party waiving
compliance. Any waiver by any party of any condition, or of the breach of any provision, term,
covenant, representation, or warranty contained in this Escrow Agreement, in any one or more
instances, shall not be deemed to be nor construed as further or continuing waiver of any such
condition, or of the breach of any other provision, term, covenant, representation, or warranty of
this Escrow Agreement. The Company agrees that any requested waiver, modification or amendment of
this Escrow Agreement shall be consistent with the terms of the Offering.
15. Entire Agreement. This Escrow Agreement contains the entire understanding among the parties
hereto with respect to the escrow contemplated hereby and supersedes and replaces all prior and
contemporaneous agreements and understandings, oral or written, with regard to such escrow.
16. Section Headings. The section headings in this Escrow Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Escrow Agreement.
17. Counterparts. This Escrow Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute the same instrument.
18. Resignation. The Escrow Agent may resign upon 60 days advance written notice to the parties
hereto. If a successor escrow agent is not appointed within the 30-day period following such
notice, the Escrow Agent may petition any court of competent jurisdiction to name a successor
escrow agent or interplead the Escrow Funds with such court, whereupon the Escrow Agent’s duties
hereunder shall terminate.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed the day and
year first set forth above.
Corporate Property Associates 17 – Global Incorporated
By: |
/s/ Xxxxx X. Xxxx | |||
Its:
|
Managing Director
|
|||
| Xxxxx Financial, LLC | ||||
By: |
/s/ Xxxxxx X. Xxxxxx | |||
Its: |
Executive Director | |||
| Xxxxx Fargo Bank, National Association, as Escrow Agent | ||||
By: |
/s/ Xxxxxx X. Xxxxx | |||
Its: |
Vice President | |||
Date: |
10/25/2007 | |||
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Exhibit A
Copy of Offering document
[To be attached]
10
Exhibit B
List of Investors
Pursuant to the Escrow Agreement dated by and among Corporate Property Associates
17 – Global Incorporated (the “Company”), Xxxxx Financial, LLC and Xxxxx Fargo Bank, National
Association (the “Escrow Agent”), the Company hereby certifies that the following Investors have
paid money for the purchase of (the “Securities”), and the money has been deposited
with the Escrow Agent:
1.
|
Name of Subscriber | |
| Address | ||
| Tax Identification Number | ||
| Amount of Securities subscribed for | ||
| Amount of money paid and deposited with Escrow Agent | ||
2.
|
Name of Subscriber | |
| Address | ||
| Tax Identification Number | ||
| Amount of Securities subscribed for | ||
| Amount of money paid and deposited with Escrow Agent |
Company:
|
Corporate Property Associates 17 – Global Incorporated | |||
By:
|
||||
Its:
|
||||
Date:
|
||||
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EXHIBIT C-1
CERTIFICATE AS TO AUTHORIZED SIGNATURES
CERTIFICATE AS TO AUTHORIZED SIGNATURES
Account Name: CPA:17 – Global Escrow Agreement
Account Number:
The specimen signatures shown below are the specimen signatures of the individuals who have been
designated as Authorized Representatives of Corporate Property Associates 17 – Global Incorporated
and are authorized to initiate and approve transactions of all types for the above-mentioned
account on behalf of Corporate Property Associates 17 – Global Incorporated
| Name / Title | Specimen Signature | |
Name
|
— | |
| Signature | ||
Title |
||
Name
|
— | |
| Signature | ||
Title
|
||
Name
|
— | |
| Signature | ||
Title
|
||
Name
|
— | |
| Signature | ||
Title
|
||
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EXHIBIT C-2
CERTIFICATE AS TO AUTHORIZED SIGNATURES
CERTIFICATE AS TO AUTHORIZED SIGNATURES
Account Name: CPA:17 – Global Escrow Agreement
Account Number:
The specimen signatures shown below are the specimen signatures of the individuals who have been
designated as Authorized Representatives of Xxxxx Financial, LLC and are authorized to initiate and
approve transactions of all types for the above-mentioned account on behalf of Corporate Property
Associates 17 – Global Incorporated, a Maryland corporation.
| Name / Title | Specimen Signature | |
Name
|
— | |
| Signature | ||
Title
|
||
Name
|
— | |
| Signature | ||
Title
|
||
Name
|
— | |
| Signature | ||
Title
|
||
Name
|
— | |
| Signature | ||
Title
|
||
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Exhibit D
Escrow Agent Fees
| Escrow Agent Acceptance and Administration Fee: | $5,000.00 |
Fees as they relate to Xxxxx Fargo Bank acting in the capacity of Escrow Agent – includes creation
and examination of the Escrow Agreement; acceptance of the Escrow appointment; setting up of Escrow
Account(s) and accounting records; and coordination of receipt of funds for deposit to the Escrow
Account.
Also includes ordinary administration services by Escrow Agent – includes daily routine account
management; investment transactions; cash transaction processing (including wires and check
processing); monitoring claim notices pursuant to the agreement; disbursement of the funds in
accordance with the agreement; and mailing of trust account statements to all applicable parties.
Tax reporting is included for up to Five (5) entities. Should additional reporting be necessary, a
$25 per reporting charge will be assessed.
This fee is Payable in advance, at the time of Escrow Agreement execution. Fee will not be prorated
in case of early termination.
Should this Escrow Account be in existence for more than Twelve (12) months, an Annual Fee of
$5,000.00 will be assessed.
Xxxxx Fargo’s bid is based on the following assumptions:
| • | Number of Escrow Accounts to be established: One (1) | |
| • | Number of Deposits to Escrow Account: Not more than Three Hundred Fifty (350) | |
| • | Number of Withdrawals from Escrow Fund: Not more than Five (5) | |
| • | Term of Escrow: Not more than Ninety (90) days | |
| • | ALL FUNDS WILL BE RECEIVED FROM OR DISTRIBUTED TO A DOMESTIC OR AN APPROVED FOREIGN ENTITY | |
| • | IF THE ACCOUNT(S) DOES NOT OPEN WITHIN THREE (3) MONTHS OF THE DATE SHOWN BELOW, THIS PROPOSAL WILL BE DEEMED TO BE NULL AND VOID |
| Out-of Pocket Expenses: | At Cost |
We only charge for out-of-pocket expenses in response to specific tasks assigned by the client.
Therefore, we cannot anticipate what specific out-of-pocket items will be needed or what
corresponding expenses will be incurred. Possible expenses would be, but are not limited to,
express mail and messenger charges, travel expenses to attend closing or other meetings. There
are no charges for indirect out-of- pocket expenses.
This fee schedule is based upon the assumptions listed above which pertain to the responsibilities
and risks involved in Xxxxx Fargo undertaking the role of Escrow Agent. These assumptions are
based on information provided to us as of the date of this fee schedule. Our fee schedule is
subject to review and acceptance of the final documents. Should any of the assumptions, duties or
responsibilities change, we reserve the right to affirm, modify or rescind our fee schedule.
and risks involved in Xxxxx Fargo undertaking the role of Escrow Agent. These assumptions are
based on information provided to us as of the date of this fee schedule. Our fee schedule is
subject to review and acceptance of the final documents. Should any of the assumptions, duties or
responsibilities change, we reserve the right to affirm, modify or rescind our fee schedule.
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