Town of Castle Rock Escrow Agreement

Pursuant to the terms of the Loan Agreements, upon receipt of a Written
Direction, such loan funds shall be periodically transferred by the CWCB on
behalf of the Depositor to the Depositor's Individual Escrow Account.
c. This Subsection shall apply only when the State of Colorado is a party to the
Escrow Agreement. All interest accrued on Depositor's funds while in
Depositor's Individual Escrow Account must be returned to the CWCB by the
CRMC through Written Direction within 30 days after such interest is reported
to the CRMC.
4. Transfers and Disbursements of Escrow Funds. Escrow Agent shall transfer and/or
disburse Escrow Funds at any time and from time to time,upon receipt of, and in accordance with,
a Written Direction, the general form of which is attached hereto as Exhibit 2. Such Written
Direction shall contain complete transfer instructions if for transfer of Escrow Funds from
Depositor's Individual Escrow Account to the Master Escrow Account, or complete payment
instructions, including wiring instructions or an address to which a check shall be sent, if for
disbursement from the Master Escrow Account. Upon the expiration of the Escrow Period and
receipt by Escrow Agent from CRMC of Written Direction for final transfer and/or payment from
the Master Escrow Account, Escrow Agent shall distribute to Depositor, as promptly as
practicable,any remaining Escrow Funds in Depositor's Individual Escrow Account. CRMC shall
also provide a Written Direction for final transfer and/or payment of any remaining Escrow Funds
in the Master Escrow Account. Prior to any transfer or disbursement, Escrow Agent shall have
received reasonable identifying information regarding the recipient such that Escrow Agent may
comply with its regulatory obligations and reasonable business practices, including without
limitation a completed United States Internal Revenue Service ("IRS")Form W-9 or original IRS
Form W-8, as applicable. All transfers and disbursements of funds from Depositor's Individual
Escrow Account and the Master Escrow Account shall be subject to the fees and claims of Escrow
Agent and the Indemnified Parties pursuant to Section 11 and Section 12 below. Any interest
accruing on Escrow Funds while in the Master Escrow Account shall accrue to the benefit of
CRMC for use on"Non-Federal Work" (as defined in the Agreement Between the Department of
the Army and the Colorado Department of Natural Resources for Reallocation of Water Storage
Space,Recreation Modifications, and Compensatory Mitigation Features at the Chatfield Dam and
Reservoir, Colorado" dated October 9, 2014).
5. Suspension of Performance;Disbursement into Court. If,at any time,(i)there shall
exist any dispute between Depositor, CRMC or the Representatives with respect to the holding or
disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent
hereunder,(ii)Escrow Agent is unable to determine,to Escrow Agent's sole satisfaction,the proper
disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or(iii)Depositor and CRMC have not, within 10 calendar days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 hereof, appointed a
successor Escrow Agent to act hereunder,then Escrow Agent may,in its sole discretion,take either
or both of the following actions:
a. suspend the performance of any of its obligations (including without
limitation any transfer or disbursement obligations) under this Escrow Agreement until
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{00412296.DOC/13}
11-01-2014