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Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the <br /> confirmation of anyone purporting to be any such officer. Depositor and CRMC agree that the <br /> Escrow Agent may at its option record any telephone calls made pursuant to this Section. The <br /> Escrow Agent in any funds transfer may rely solely upon any account numbers or similar <br /> identifying numbers provided by Depositor or CRMC to identify(a)the beneficiary, (b)the <br /> beneficiary's bank, or(c) an intermediary bank. The Escrow Agent may apply any of the Escrow <br /> Funds for any transfer or payment order it executes using any such identifying number, even <br /> when its use may result in a person other than the beneficiary being paid, or the transfer of funds <br /> to a bank other than the beneficiary's bank or an intermediary bank designated. Depositor and <br /> CRMC acknowledge that these optional security procedures are commercially reasonable. <br /> 18. Amendment, Waiver and Assignment. None of the terms or conditions of this <br /> Escrow Agreement may be changed, waived,modified, discharged, terminated or varied in any <br /> manner whatsoever unless in writing duly signed by each party to this Escrow Agreement. No <br /> course of conduct shall constitute a waiver of any of the terms and conditions of this Escrow <br /> Agreement. A waiver of any of the terms and conditions of this Escrow Agreement on one <br /> occasion shall not constitute a waiver of the other terms of this Escrow Agreement, or of such <br /> terms and conditions on any other occasion. Except as provided in Section 9 hereof, this Escrow <br /> Agreement may not be assigned by any party without the written consent of the other parties. <br /> 19. Severability. To the extent any provision of this Escrow Agreement is prohibited <br /> by or invalid under applicable law, such provision shall be ineffective to the extent of such <br /> prohibition or invalidity, without invalidating the remainder of such provision or the remaining <br /> provisions of this Escrow Agreement. <br /> 20. Governing Law. This Escrow Agreement shall be construed and interpreted in <br /> accordance with the internal laws of the State of Colorado without giving effect to the conflict of <br /> laws principles thereof. <br /> 21. Entire Agreement,No Third Party Beneficiaries. This Escrow Agreement <br /> constitutes the entire agreement between the parties relating to the holding, investment and <br /> disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of <br /> Escrow Agent with respect to the Escrow Funds. Nothing in this Escrow Agreement, express or <br /> implied, is intended to or shall confer upon any other person any right, benefit or remedy of any <br /> nature whatsoever under or by reason of this Escrow Agreement. <br /> 22. Execution in Counterparts, Facsimiles. This Escrow Agreement and any Written <br /> Direction may be executed in two or more counterparts, which when so executed shall constitute <br /> one and the same agreement or direction. The delivery of copies of this Escrow Agreement and <br /> any Written Direction and their respective signature pages by PDF or facsimile transmission <br /> shall constitute effective execution and delivery as to the parties and may be used in lieu of <br /> originals for all purposes. <br /> 23. Termination. This Escrow Agreement shall terminate upon the distribution of all <br /> 11 <br /> {00466456.DOC/2} , <br /> 11-01-2014 <br />