CPW Escrow Agreement

b. (DEPOSITORS WITH CWCB LOANS). Simultaneously with the execution
and delivery of this Escrow Agreement, Depositor shall have executed an
IAA agreement(s) with the Colorado Water Conservation Board ("CWCB")
in the total amount of$6,504,850.00(collectively, the"Loan Agreements")
Pursuant to the terms of the Loan Agreements, upon receipt of a Written
Direction, such loan funds shall be periodically transferred by the CWCB on
behalf of the Depositor to the Depositor's Individual Escrow Account.
c. This Subsection shall apply only when the State of Colorado is a party to the
Escrow Agreement. All interest accrued on Depositor's funds while in
Depositor's Individual Escrow Account must be returned to the CWCB by the
CRMC through Written Direction within 30 days after such interest is
reported to the CRMC.
4. Transfers and Disbursements of Escrow Funds. Escrow Agent shall transfer and/or
disburse Escrow Funds at any time and from time to time,upon receipt of, and in accordance
with, a Written Direction,the general form of which is attached hereto as Exhibit 2. Such Written
Direction shall contain complete transfer instructions if for transfer of Escrow Funds from
Depositor's Individual Escrow Account to the Master Escrow Account,or complete payment
instructions, including wiring instructions or an address to which a check shall be sent, if for
disbursement from the Master Escrow Account. Upon the expiration of the Escrow Period and
receipt by Escrow Agent from CRMC of Written Direction for final transfer and/or payment
from the Master Escrow Account,Escrow Agent shall distribute to Depositor, as promptly as
practicable, any remaining Escrow Funds in Depositor's Individual Escrow Account. CRMC
shall also provide a Written Direction for final transfer and/or payment of any remaining Escrow
Funds in the Master Escrow Account. Prior to any transfer or disbursement,Escrow Agent shall
have received reasonable identifying information regarding the recipient such that Escrow Agent
may comply with its regulatory obligations and reasonable business practices, including without
limitation a completed United States Internal Revenue Service ("lRS")Form W-9 or original
IRS Form W-8, as applicable. All transfers and disbursements of funds from Depositor's
Individual Escrow Account and the Master Escrow Account shall be subject to the fees and
claims of Escrow Agent and the Indemnified Parties pursuant to Section 11 and Section 12
below. Any interest accruing on Escrow Funds while in the Master Escrow Account shall accrue
to the benefit of CRMC for use on"Non-Federal Work" (as defined in the Agreement Between
the Department of the Army and the Colorado Department of Natural Resources for Reallocation
of Water Storage Space, Recreation Modifications, and Compensatory Mitigation Features at the
Chatfield Dam and Reservoir, Colorado"dated October 9, 2014).
5. Suspension of Performance;Disbursement into Court. If, at any time, (i)there
shall exist any dispute between Depositor, CRMC or the Representatives with respect to the
holding or disposition of all or any portion of the Escrow Funds or any other obligations of
Escrow Agent hereunder, (ii)Escrow Agent is unable to determine,to Escrow Agent's sole
satisfaction,the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's
proper actions with respect to its obligations hereunder, or(iii)Depositor and CRMC have not,
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