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Centennial W&S District Escrow Agreement
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Centennial W&S District Escrow Agreement
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10/14/2016 11:20:01 AM
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10/3/2016 12:27:05 PM
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Chatfield Mitigation
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Funds in Depositor's Individual Escrow Account. With respect to any Escrow Funds received <br /> by Escrow Agent after twelve o'clock, p.m., Central Time, Escrow Agent shall not be required to <br /> invest such funds or to effect any investment instruction until the next day upon which banks in <br /> St. Paul, Minnesota and the New York Stock Exchange are open for business. <br /> 8. Resignation of Escrow Agent. Escrow Agent may resign and be discharged from <br /> the performance of its duties hereunder at any time by giving sixty(60)days prior written notice <br /> to the Depositor and CRMC specifying a date when such resignation shall take effect. Upon any <br /> such notice of resignation, Depositor and CRMC jointly through their Representatives shall <br /> appoint a successor Escrow Agent hereunder prior to the effective date of such resignation. Such <br /> successor Escrow Agent shall only be effective upon execution of an amendment to this Escrow <br /> Agreement, whereby the successor Escrow Agent agrees to the terms and conditions of this <br /> Escrow Agreement. If the Depositor and CRMC fail to appoint a successor Escrow Agent within <br /> such time, the Escrow Agent shall have the right to petition a court of competent jurisdiction to <br /> appoint a successor Escrow Agent, and all costs and expenses (including without limitation <br /> attorneys' fees)related to such petition shall be paid jointly and severally by Depositor and <br /> CRMC. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and <br /> shall pay all Escrow Funds to the successor Escrow Agent, after making copies of such records <br /> as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring <br /> Escrow Agent of all fees and expenses (including court costs and attorneys' fees)payable to, <br /> incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the <br /> performance of its duties and the exercise of its rights hereunder. After any retiring Escrow <br /> Agent's resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any <br /> actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow <br /> Agreement. <br /> 9. Binding Effect; Successors. This Escrow Agreement shall be binding upon the <br /> respective parties hereto and their heirs, executors, successors or assigns. If the Escrow Agent <br /> consolidates, merges or converts into, or transfers all or substantially all of its corporate trust <br /> business (including the escrow contemplated by this Escrow Agreement) to another corporation, <br /> the successor or transferee corporation shall be the successor Escrow Agent upon execution of an <br /> amendment to this Escrow Agreement,whereby the successor Escrow Agent agrees to the terms <br /> and conditions of this Escrow Agreement. <br /> 10. Liability of Escrow Agent. The Escrow Agent undertakes to perform only such <br /> duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent has no <br /> fiduciary or discretionary duties of any kind. The Escrow Agent shall have no liability under and <br /> no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, <br /> including without limitation any other agreement between any or all of the parties hereto or any <br /> other persons even though reference thereto may be made herein. The Escrow Agent shall not be <br /> liable for any action taken or omitted by it in good faith except to the extent that a court of <br /> competent jurisdiction determines that the Escrow Agent's negligence or willful misconduct was <br /> the sole cause of any loss to the Depositor or CRMC. Escrow Agent's sole responsibility shall be <br /> for the safekeeping and transfer and disbursement of the Escrow Funds in accordance with the <br /> terms of this Escrow Agreement. Escrow Agent shall not be charged with knowledge or notice <br /> of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any <br /> notice, instruction, request or other instrument, not only as to its due execution,validity and <br /> 5 <br /> {00412296.DOC/13} <br /> 11-01-2014 <br />
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