Castle Pines Metro Escrow Agreement

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.
20. Governing Law. This Escrow Agreement shall be construed and interpreted in
accordance with the internal laws of the State of Colorado without giving effect to the conflict of
laws principles thereof.
21. Entire Agreement,No Third Party Beneficiaries. This Escrow Agreement
constitutes the entire agreement between the parties relating to the holding, investment and
disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of
Escrow Agent with respect to the Escrow Funds.Nothing in this Escrow Agreement,express or
implied, is intended to or shall confer upon any other person any right,benefit or remedy of any
nature whatsoever under or by reason of this Escrow Agreement.
22. Execution in Counterparts, Facsimiles. This Escrow Agreement and any Written
Direction may be executed in two or more counterparts,which when so executed shall constitute
one and the same agreement or direction. The delivery of copies of this Escrow Agreement and
any Written Direction and their respective signature pages by PDF or facsimile transmission
shall constitute effective execution and delivery as to the parties and may be used in lieu of
originals for all purposes.
23. Termination. This Escrow Agreement shall terminate upon the distribution of all
the Escrow Funds pursuant to any applicable provision of this Escrow Agreement, and Escrow
Agent shall thereafter have no further obligation or liability whatsoever with respect to this
Escrow Agreement or the Escrow Funds.
24. Dealings. The Escrow Agent and any stockholder, director, officer or employee
of the Escrow Agent may buy, sell, and deal in any of the securities of the Depositor and become
pecuniarily interested in any transaction in which the Depositor may be interested, and contract
and lend money to the Depositor and otherwise act as fully and freely as though it were not
Escrow Agent under this Agreement. Nothing herein shall preclude the Escrow Agent from
acting in any other capacity for the Depositor or CRMC or for any other entity.
25. Brokerage Confirmation Waiver. Depositor and CRMC acknowledge that to the
11
{00412296.DOC/13}
11-01-2014