Central Colorado WCD Escrow Agreement

changes or change in contact information are given(other than in writing at the time of execution
of this Escrow Agreement), whether in writing or otherwise,the Escrow Agent is authorized but
shall be under no duty to seek confirmation of such instructions by telephone call-back to the
person or persons designated on Schedules C-1 and C-2 hereto, and the Escrow Agent may rely
upon the confirmation of anyone purporting to be the person or persons so designated. The
persons and telephone numbers for call-backs may be changed only in writing actually received
and acknowledged by Escrow Agent and shall be effective only after Escrow Agent has a
reasonable opportunity to act on such changes. If the Escrow Agent is unable to contact any of
the designated representatives identified in Schedules C-1 or C-2, as applicable, the Escrow
Agent is hereby authorized but shall be under no duty to seek confirmation of such instructions
by telephone call-back to any one or more of Depositor's or CRMC's executive officers
("Executive Officers"), as the case may be, which shall include the titles of Chairman of the
Board, Treasurer and Secretary for Special Districts, or Chief Executive Officer, President and
Vice President, as the Escrow Agent may select. Such Executive Officer shall deliver to the
Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the
confirmation of anyone purporting to be any such officer. Depositor and CRMC agree that the
Escrow Agent may at its option record any telephone calls made pursuant to this Section. The
Escrow Agent in any funds transfer may rely solely upon any account numbers or similar
identifying numbers provided by Depositor or CRMC to identify(a)the beneficiary, (b)the
beneficiary's bank, or(c) an intermediary bank. The Escrow Agent may apply any of the Escrow
Funds for any transfer or payment order it executes using any such identifying number, even
when its use may result in a person other than the beneficiary being paid, or the transfer of funds
to a bank other than the beneficiary's bank or an intermediary bank designated. Depositor and
CRMC acknowledge that these optional security procedures are commercially reasonable.
18. Amendment, Waiver and Assignment. None of the terms or conditions of this
Escrow Agreement may be changed,waived, modified, discharged,terminated or varied in any
manner whatsoever unless in writing duly signed by each party to this Escrow Agreement. No
course of conduct shall constitute a waiver of any of the terms and conditions of this Escrow
Agreement. A waiver of any of the terms and conditions of this Escrow Agreement on one
occasion shall not constitute a waiver of the other terms of this Escrow Agreement, or of such
terms and conditions on any other occasion. Except as provided in Section 9 hereof,this Escrow
Agreement may not be assigned by any party without the written consent of the other parties.
19. Severability. To the extent any provision of this Escrow Agreement is prohibited
by or invalid under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Escrow Agreement.
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{00412296.DOC/13)
11-01-2014