Center of Colorado WCD Escrow Agreement

Depositor and CRMC specifically waive receipt of such confirmations to the extent permitted by
law. The Escrow Agent will furnish the Depositor periodic cash transaction statements that
include detail for all investment transactions made by the Escrow Agent.
26. Tax Reporting. Escrow Agent shall have no responsibility for the tax
consequences of this Escrow Agreement and Depositor and CRMC shall consult with
independent counsel concerning any and all tax matters. The parties acknowledge that Depositor
is a tax exempt entity. Depositor and CRMC shall provide Escrow Agent with a copy of its tax
exempt certificate (if applicable), Form W-9 and an original Form W-8, as applicable, for each
payee,together with any other documentation and information requested by Escrow Agent in
connection with Escrow Agent's reporting obligations under applicable IRS regulations. If such
tax documentation is not so provided, Escrow Agent shall withhold taxes as required by the IRS.
Depositor and CRMC have determined that any interest or income on Escrow Funds in
Depositor's Individual Escrow Account shall be reported on an accrual basis and deemed to be
for the account of Depositor. Depositor and CRMC have determined that any interest or income
on Escrow Funds in the Master Escrow Account shall be reported on an accrual basis and
deemed to be for Master Escrow Account of CRMC. Depositor and CRMC shall prepare and
file all required tax filings with the IRS and any other applicable taxing authority; provided that
the parties further agree that:
(a) Escrow Agent IRS Reporting. Depositor and CRMC shall accurately
provide the Escrow Agent with all information requested by the Escrow Agent in connection
with the preparation of all applicable Form 1099 and Form 1042-S documents with respect to all
distributions as well as in the performance of Escrow Agent's reporting obligations under the
Foreign Account Tax Compliance Act and Foreign Investment in Real Property Tax Act or other
applicable law or regulation.
(b) Withholding Requests and Indemnification. Depositor and CRMC jointly
and severally agree to (i) assume all obligations imposed now or hereafter by any applicable tax
law or regulation with respect to payments or performance under this Escrow Agreement, (ii)
request the Escrow Agent in writing with respect to withholding and other taxes, assessments or
other governmental charges, and advise Escrow Agent in writing with respect to any
certifications and governmental reporting that may be required under any applicable laws or
regulations, and(iii) indemnify and hold the Escrow Agent harmless pursuant to Section 11
hereof from any liability or obligation on account of taxes, assessments, additions for late
payment, interest,penalties, expenses and other governmental charges that may be assessed or
asserted against Escrow Agent.
(c) Imputed Interest. To the extent that IRS imputed interest regulations
apply, Depositor and CRMC shall so inform Escrow Agent, provide Escrow Agent with all
imputed interest calculations and direct Escrow Agent to disburse imputed interest amounts as
Depositor and CRMC deem appropriate.Escrow Agent shall rely solely on such provided
calculations and information and shall have no responsibility for the accuracy or completeness of
any such calculations or information.
27. WAIVER OF TRIAL BY JURY. EACH PARTY TO THIS ESCROW
AGREEMENT HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY
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(00412296.DOC/13)
11-01-2014