Town of Castle Rock Escrow Agreement

of this Escrow Agreement), whether in writing or otherwise, the Escrow Agent is authorized but
shall be under no duty to seek confirmation of such instructions by telephone call-back to the
person or persons designated on Schedules C-1 and C-2 hereto, and the Escrow Agent may rely
upon the confirmation of anyone purporting to be the person or persons so designated. The persons
and telephone numbers for call-backs may be changed only in writing actually received and
acknowledged by Escrow Agent and shall be effective only after Escrow Agent has a reasonable
opportunity to act on such changes. If the Escrow Agent is unable to contact any of the designated
representatives identified in Schedules C-1 or C-2, as applicable, the Escrow Agent is hereby
authorized but shall be under no duty to seek confirmation of such instructions by telephone call-
back to any one or more of Depositor's or CRMC's executive officers ("Executive Officers"), as
the case may be, which shall include the titles of Chairman of the Board, Treasurer and Secretary
for Special Districts, or Chief Executive Officer, President and Vice President, as the Escrow
Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed
incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone
purporting to be any such officer. Depositor and CRMC agree that the Escrow Agent may at its
option record any telephone calls made pursuant to this Section. The Escrow Agent in any funds
transfer may rely solely upon any account numbers or similar identifying numbers provided by
Depositor or CRMC to identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an
intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any transfer or
payment order it executes using any such identifying number, even when its use may result in a
person other than the beneficiary being paid, or the transfer of funds to a bank other than the
beneficiary's bank or an intermediary bank designated. Depositor and 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
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11-01-2014