Town of Castle Rock Escrow Agreement

(c) Security and Offset. CRMC, Depositor and the Representatives hereby
grant to Escrow Agent and the Indemnified Parties a security interest in, lien upon and right of
offset against the Escrow Funds in Depositor's Individual Escrow Account and the Master Escrow
Account with respect to any compensation or reimbursement due Escrow Agent and/or any
Indemnified Party hereunder (including any claim for indemnification hereunder). The security
interest, lien and right of offset granted herein shall not extend to the executed loan agreement(s)
between Depositor and the CWCB that are deposited with Escrow Agent hereunder. If, for any
reason, the immediately available Escrow Funds in Depositor's Individual Escrow Account and
the Master Escrow Account are insufficient to cover such compensation and reimbursement due
Escrow Agent and/or any Indemnified Party, Depositor and CRMC shall promptly pay such
amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice or shall
notify Escrow Agent in writing that such claim for compensation or reimbursement(including any
claim for indemnification hereunder)is disputed.
13. Representations and Warranties. Depositor and CRMC, each respectively, make
the following representations and warranties to Escrow Agent:
(a) it has full power and authority to execute and deliver this Escrow
Agreement and to perform its obligations hereunder; and this Escrow Agreement has been duly
approved by all necessary action and constitutes its valid and binding agreement enforceable in
accordance with its terms; and
(b) the persons designated on Schedules C-1 and C-2, attached hereto, have
been duly appointed to act as authorized representatives hereunder and the persons designated on
Schedule C-2 together have full power and authority to execute and deliver any Written Direction
without further consent or direction from, or notice to, it or any other party. Any change in
designation of such authorized representatives shall be provided by written notice delivered to
each party to this Escrow Agreement.
14. Identifying Information. To help the government fight the funding of terrorism and
money laundering activities, Federal law requires all financial institutions to obtain, verify, and
record information that identifies each person who opens an account. For a non-individual person
such as a business entity, a charity, a trust, or other legal entity, the Escrow Agent requires
documentation to verify its formation and existence as a legal entity. The Escrow Agent may ask
to see financial statements, licenses, identification, and authorization documents from individuals
claiming authority to represent the entity or other relevant documentation. The parties
acknowledge that a portion of the identifying information set forth herein is being requested by
the Escrow Agent in connection with the USA Patriot Act, Pub.L.107-56 (the "Act"), and each
agrees to provide any additional information requested by the Escrow Agent in connection with
the Act or any other legislation or regulation to which Escrow Agent is subject,in a timely manner.
15. Consent to Jurisdiction and Venue. In the event that any party hereto commences
a lawsuit or other proceeding relating to or arising from this Escrow Agreement,the parties hereto
agree to the personal jurisdiction by and venue in the state and federal courts in the State of
Colorado and waive any objection to such jurisdiction or venue. The parties hereto consent to and
agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service
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{00412296.DOC/13)
11-01-2014