Central Colorado WCD Escrow Agreement

to the Depositor and CRMC specifying a date when such resignation shall take effect. Upon any
such notice of resignation,Depositor and CRMC jointly through their Representatives shall
appoint a successor Escrow Agent hereunder prior to the effective date of such resignation. Such
successor Escrow Agent shall only be effective upon execution of an amendment to this Escrow
Agreement, whereby the successor Escrow Agent agrees to the terms and conditions of this
Escrow Agreement. If the Depositor and CRMC fail to appoint a successor Escrow Agent within
such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to
appoint a successor Escrow Agent, and all costs and expenses (including without limitation
attorneys' fees)related to such petition shall be paid jointly and severally by Depositor and
CRMC. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and
shall pay all Escrow Funds to the successor Escrow Agent,after making copies of such records
as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring
Escrow Agent of all fees and expenses (including court costs and attorneys' fees)payable to,
incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the
performance of its duties and the exercise of its rights hereunder. After any retiring Escrow
Agent's resignation,the provisions of this Escrow Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow
Agreement.
9. Binding Effect; Successors. This Escrow Agreement shall be binding upon the
respective parties hereto and their heirs, executors, successors or assigns. If the Escrow Agent
consolidates, merges or converts into, or transfers all or substantially all of its corporate trust
business(including the escrow contemplated by this Escrow Agreement)to another corporation,
the successor or transferee corporation shall be the successor Escrow Agent upon execution of an
amendment to this Escrow Agreement, whereby the successor Escrow Agent agrees to the terms
and conditions of this Escrow Agreement.
10. Liability of Escrow Agent. The Escrow Agent undertakes to perform only such
duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent has no
fiduciary or discretionary duties of any kind. The Escrow Agent shall have no liability under and
no duty to inquire as to the provisions of any agreement other than this Escrow Agreement,
including without limitation any other agreement between any or all of the parties hereto or any
other persons even though reference thereto may be made herein. The Escrow Agent shall not be
liable for any action taken or omitted by it in good faith except to the extent that a court of
competent jurisdiction determines that the Escrow Agent's negligence or willful misconduct was
the sole cause of any loss to the Depositor or CRMC. Escrow Agent's sole responsibility shall be
for the safekeeping and transfer and disbursement of the Escrow Funds in accordance with the
terms of this Escrow Agreement. Escrow Agent shall not be charged with knowledge or notice
of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any
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{00412296.DOC/13}
11-01-2014