Town of Castle Rock Escrow Agreement

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
extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant
either the right to receive brokerage confirmations for certain security transactions as they occur,
Depositor and CRMC specifically waive receipt of such confirmations to the extent permitted by
law. The Escrow Agent will furnish the Depositor periodic cash transaction statements that include
detail for all investment transactions made by the Escrow Agent.
26. Tax Reporting. Escrow Agent shall have no responsibility for the tax
consequences of this Escrow Agreement and Depositor and CRMC shall consult with independent
counsel concerning any and all tax matters. The parties acknowledge that Depositor is a tax
exempt entity. Depositor and CRMC shall provide Escrow Agent with a copy of its tax exempt
certificate (if applicable), Form W-9 and an original Form W-8, as applicable, for each payee,
together with any other documentation and information requested by Escrow Agent in connection
with Escrow Agent's reporting obligations under applicable IRS regulations. If such tax
documentation is not so provided, Escrow Agent shall withhold taxes as required by the IRS.
Depositor and CRMC have determined that any interest or income on Escrow Funds in Depositor's
Individual Escrow Account shall be reported on an accrual basis and deemed to be for the account
of Depositor. Depositor and CRMC have determined that any interest or income on Escrow Funds
in the Master Escrow Account shall be reported on an accrual basis and deemed to be for Master
Escrow Account of CRMC. Depositor and CRMC shall prepare and file all required tax filings
with the IRS and any other applicable taxing authority; provided that the parties further agree that:
(a) Escrow Agent IRS Reporting. Depositor and CRMC shall accurately
provide the Escrow Agent with all information requested by the Escrow Agent in connection with
the preparation of all applicable Form 1099 and Form 1042-S documents with respect to all
11
{00412296.DOC/13)
11-01-2014