Central Colorado WCD Escrow Agreement

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"Depositor Representative" shall mean the person(s) so designated on Schedule C-1 hereto or
any other person(s) designated in a writing signed by Depositor and delivered to Escrow Agent
and the CRMC Representatives in accordance with the notice provisions of this Escrow
Agreement,to act as its representative under this Escrow Agreement. Escrow Agent and CRMC
Representatives shall accept an executed and acknowledged Oath of Office, along with an
amended Schedule C-1 from Depositor, as confirmation that a Depositor's Representative or
Representatives have changed.
"Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this
Escrow Agreement,together with any interest and other income thereon.
"Escrow Period" shall mean the period commencing on the date hereof and ending at the close of
Escrow Agent's business day ten(10)years from the date of this Escrow Agreement, unless
earlier terminated pursuant to this Escrow Agreement.
"Indemnified Party" shall have the meaning set forth in Section 11.
"Individual Escrow Account"shall mean the account in which the Escrow Funds will be held by
Escrow Agent for the benefit of the Depositor until transferred to the Master Escrow Account
pursuant to a Written Direction given in accordance with Section 4.
"Master Escrow Account" shall mean the account from which transferred Escrow Funds are
disbursed to third parties pursuant to a Written Direction given in accordance with Section 4.
"Representatives" shall mean the Depositor Representative and the CRMC Representatives.
"Written Direction" shall mean a written direction executed by both CRMC Representatives
directing Escrow Agent to transfer all or a portion of the Escrow Funds from the Individual
Escrow Account to the Master Escrow Account, or to disburse all or a portion of the funds from
the Master Escrow Account to third parties and/or the Depositor, including termination of the
Individual Escrow Account and transfer of any remaining funds to the Depositor. The authority
of a Written Direction is limited to the items specified in this definition. All items outside of this
scope shall require written approval by both CRMC and the Depositor.
2. Appointment of and Acceptance by Escrow Agent. Depositor and CRMC hereby
appoint Escrow Agent to serve as escrow agent hereunder. Escrow Agent hereby accepts such
appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section
3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Escrow
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{00412296.DOC/13)
11-01-2014