Central Colorado WCD Escrow Agreement

may comply with its regulatory obligations and reasonable business practices, including without
limitation a completed United States Internal Revenue Service("IRS")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,
within 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to
Section 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may,
in its sole discretion,take either or both of the following actions:
a. suspend the performance of any of its obligations (including without
limitation any transfer or disbursement obligations)under this Escrow Agreement until
such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or
until a successor Escrow Agent shall have been appointed.
b. petition(by means of an interpleader action or any other appropriate
method)any court of competent jurisdiction, in any venue convenient to Escrow Agent,
for instructions with respect to such dispute or uncertainty, and to the extent required or
permitted by law,pay into such court, for holding and disposition in accordance with the
instructions of such court, all Escrow Funds, after deduction and payment to Escrow
Agent of all fees and expenses (including court costs and attorneys' fees)payable to,
incurred by, or expected to be incurred by Escrow Agent in connection with the
performance of its duties and the exercise of its rights hereunder.
Escrow Agent shall have no liability to Depositor, CRMC or the Representatives, their respective
owners, shareholders or members or any other person with respect to any such suspension of
performance or disbursement into court, specifically including any liability or claimed liability
that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement
4
{00412296.DOC/13)
11-01-2014