Centennial W&S District Escrow Agreement

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
of the Escrow Funds or any delay in or with respect to any other action required or requested of
Escrow Agent.
6. [reserved]
7. Investment of Funds in Depositor's Individual Escrow Account. Based upon
Depositor's prior review of investment alternatives, in the absence of further specific written
direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow
Funds in Depositor's Individual Escrow Account in the investment indicated on Schedule B
hereto Depositor may provide written instructions changing the investment of the Escrow Funds
in Depositor's Individual Escrow Account to the Escrow Agent; provided, however, that(i)
Depositor warrants that it will direct the Escrow Agent to invest or reinvest only in lawful
investments under Section 24-75-601.1, C.R.S., and (ii)the Escrow Agent will not be directed to
invest in investments that the Escrow Agent in its sole discretion determines are not consistent
with the Escrow Agent's policy or practices. Depositor acknowledges that the Escrow Agent
does not have a duty nor will it undertake any duty to provide investment advice or to monitor
Depositor's compliance with Section 24-75-601.1, C.R.S. Depositor acknowledges that it has
received from the Escrow Agent a current copy of the prospectus for the investment it has
authorized in Schedule B, prior to providing such authorization.
If Escrow Agent has not received a written instruction from Depositor at any time that an
investment decision must be made,Escrow Agent is directed to invest the Escrow Funds in
Depositor's Individual Escrow Account, or such portion thereof as to which no written
investment instruction has been received, in the investment indicated on Schedule B hereto. All
investments shall be made in the name of Escrow Agent for the benefit of Depositor.
Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to
Depositor, sell or liquidate any of the foregoing investments at any time for any disbursement of
Escrow Funds permitted or required hereunder. All investment earnings shall become part of the
Escrow Funds in Depositor's Individual Escrow Account and investment losses shall be charged
against the Escrow Funds in Depositor's Individual Escrow Account. Escrow Agent shall not be
liable or responsible for loss in the value of any investment made pursuant to this Escrow
Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the Escrow
4
(00412296.DOC/13)
11-01-2014