Central Colorado WCD Escrow Agreement

Agreement.
3. Deposit of Escrow Funds.
a. (ALL DEPOSITORS). Simultaneously with the execution and delivery of
this Escrow Agreement, Depositor, on behalf of the CRMC, shall deposit or
cause to be deposited $1,853,882.25 deposited by CWCB for the benefit of
Depositor pursuant to the Non-Reimbursable Investment Agreement attached
as Exhibit 2 to an Individual Escrow Account designated by Escrow Agent.
Any interest accruing on Depositor's funds while in Depositor's Individual
Escrow Account shall accrue to the benefit of Depositor.
b. (DEPOSITORS WITH CWCB LOANS). Simultaneously with the execution
and delivery of this Escrow Agreement, Depositor shall have executed a loan
agreement(s)with the Colorado Water Conservation Board("CWCB") in the
total amount of$28,451,700 (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 3.
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
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11-01-2014