Common use of Instructions to Escrow Agent Clause in Contracts

Instructions to Escrow Agent. (a) Each Issuer and the Trustee hereby irrevocably instruct the Escrow Agent to: (i) maintain all of the Collateral free and clear of all liens, security interests, safekeeping or other charges, demands and claims against Escrow Agent of any nature whatsoever now or hereafter existing, in favor of anyone other than the Trustee; (ii) promptly notify the Trustee if Escrow Agent becomes aware that any person other than the Trustee has a lien or security interest upon any portion of the Collateral (other than any claim which Escrow Agent may have against the Interest Escrow Account for unpaid fees and expenses); and (iii) immediately disburse all funds held in the Interest Escrow Account to the Trustee and transfer title to all Marketable Securities held by Escrow Agent hereunder to the Trustee upon written notice by the Trustee to Escrow Agent that as a result of an Event of Default under the Indenture, the indebtedness represented by the Notes has been accelerated and has become due and payable. (b) Any money and Marketable Securities collected by the Trustee pursuant to Section 6(a)(iii) shall be applied as provided in Section 6.10 of the Indenture. (c) Upon demand, the Issuers will execute and deliver to the Trustee such instruments and documents as the Trustee may reasonably deem necessary or advisable to confirm or perfect the rights of the Trustee under this Agreement and the Trustee's interest in the Collateral. The Trustee will take all necessary action within its power to preserve and protect the security interest created hereby as a lien and encumbrance upon the Collateral. (d) Each Issuer hereby appoints the Trustee as its attorney-in-fact with full power of substitution to do any act which such Issuer is obligated hereto to do, except that the Trustee shall not direct the investment of any monies on deposit in the Interest Escrow Account, and the Trustee may exercise such rights as each Issuer may exercise with respect to the Collateral and take any action in each Issuer's name to protect the Trustee's security interest hereunder.

Instructions to Escrow Agent. (a) Each Issuer and the Trustee hereby irrevocably instruct the Escrow Agent to: (i) maintain all of the Collateral free and clear of all liens, security interests, safekeeping or other charges, demands and claims against Escrow Agent of any nature whatsoever now or hereafter existing, in favor of anyone other than the Trustee; (ii) promptly notify the Trustee if Escrow Agent becomes aware that any person other than the Trustee has a lien or security interest upon any portion of the Collateral (other than any claim which Escrow Agent may have against the Interest Construction Escrow Account for unpaid fees and expenses); and (iii) immediately disburse all funds held in the Interest Escrow Account Accounts to the Trustee and transfer title to all Marketable Securities Temporary Cash Investments held by Escrow Agent hereunder to the Trustee upon written notice by the Trustee to Escrow Agent that as a result of an Event of Default under the Indenture, the indebtedness represented by the Notes has been accelerated and has become due and payable. (b) Any money and Marketable Securities Temporary Cash Investments collected by the Trustee pursuant to Section 6(a)(iii) shall be applied as provided in Section 6.10 of the Indenture. (c) Upon demand, the Issuers will execute and deliver to the Trustee such instruments and documents as the Trustee may reasonably deem necessary or advisable to confirm or perfect the rights of the Trustee under this Agreement and the Trustee's interest in the Collateral. The Trustee will take all necessary action within its power to preserve and protect the security interest created hereby as a lien and encumbrance upon the Collateral. (d) Each Issuer hereby appoints the Trustee as its attorney-in-fact with full power of substitution to do any act which such Issuer is obligated hereto to do, except that the Trustee shall not direct the investment of any monies on deposit in the Interest Escrow AccountAccounts, and the Trustee may exercise such rights as each Issuer may exercise with respect to the Collateral and take any action in each Issuer's name to protect the Trustee's security interest hereunder.

Instructions to Escrow Agent. (a) Each Issuer 10. The Escrow Agent shall not be personally liable for any act it may do or omit to do hereunder as such agent, while acting in good faith and in the Trustee exercise of its own best judgement. 11. The Escrow Agent is hereby irrevocably instruct expressly authorized to comply with and obey any and all orders, judgements, or decrees of any court of competent jurisdiction relating to this transaction, and in case the said Escrow Agent obeys or complies with any such order, judgement, or decree of any such court, it shall not be liable to any of the parties hereto or to any other person, firm, or corporation by reason of such compliance, notwithstanding any such order, judgement, or decree by subsequently reversed, modified, annulled, set aside, or vacated, or found to have been entered without jurisdiction. 12. If at any time a dispute shall exist as to the duty of the Escrow Agent to: (i) maintain all of under the Collateral free and clear of all liensterms thereof, security interests, safekeeping or other charges, demands and claims against Escrow Agent of any nature whatsoever now or hereafter existing, in favor of anyone other than the Trustee; (ii) promptly notify the Trustee if Escrow Agent becomes aware that any person other than the Trustee has a lien or security interest upon any portion of the Collateral (other than any claim which Escrow Agent may have against deposit the Interest documents and money in its hands, with the Clerk of the District Court of the County of Pueblo, and State of Colorado, and may interplead the parties hereto. Upon so depositing such documents and money and filing its complaint in interpleader, the Escrow Account Agent shall be released from all liability, under the terms hereof, as to the documents and money so deposited. The parties hereto, for unpaid themselves, their heirs, successors, and assigns, do hereby submit themselves to the jurisdiction of said Court. 13. In consideration of the acceptance of this Agreement by the Escrow Agent, Subdivider and City agree, jointly and severally, for themselves, their heirs, executors, administrators, successors, and assigns, to indemnify and hold Escrow Agent harmless as to any liability by it incurred to any other person or corporation by reason of its having accepted the same, or in connection herewith. Subdivider agrees to reimburse Escrow Agent for all its fees, expenses, including, among other things, counsel fees and expenses); court costs incurred in connection herewith. City and (iii) immediately disburse all funds held in Subdivider agree that the Interest Escrow Account to the Trustee and transfer title to all Marketable Securities held by Escrow Agent shall have a first and prior lien upon all deposits made hereunder to secure the Trustee upon written notice by performance of said agreement of indemnity and the Trustee to payment of its fees, charges, and expenses. Escrow Agent that fees or charges as a result of an Event of Default under the Indenturedistinguished from other expenses hereunder, the indebtedness represented by the Notes has been accelerated and has become due and payable. (b) Any money and Marketable Securities collected by the Trustee pursuant to Section 6(a)(iii) shall be applied as provided in Section 6.10 written above the Escrow Agent’s signature at the time of the Indentureits acceptance hereof. (c) Upon demand, the Issuers will execute and deliver to the Trustee such instruments and documents as the Trustee may reasonably deem necessary or advisable to confirm or perfect the rights of the Trustee under this Agreement and the Trustee's interest in the Collateral. The Trustee will take all necessary action within its power to preserve and protect the security interest created hereby as a lien and encumbrance upon the Collateral. (d) Each Issuer hereby appoints the Trustee as its attorney-in-fact with full power of substitution to do any act which such Issuer is obligated hereto to do, except that the Trustee shall not direct the investment of any monies on deposit in the Interest Escrow Account, and the Trustee may exercise such rights as each Issuer may exercise with respect to the Collateral and take any action in each Issuer's name to protect the Trustee's security interest hereunder.

Instructions to Escrow Agent. The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (a“Instructions”) Each Issuer given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” shall mean the Trustee hereby irrevocably instruct following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or system specified by the Escrow Agent toas available for use in connection with its services hereunder); provided, however, that the District shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the District whenever a person is to be added or deleted from the listing. If the District elects to give the Escrow Agent Instructions using Electronic Means, the Escrow Agent’s reasonable understanding of such Instructions shall be deemed controlling. The District understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the District. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instructions; provided, however, that if the Escrow Agent receives Instructions by Electronic Means, then subsequently receives inconsistent or conflicting Instructions, the Escrow Agent shall rely and act on such subsequent written Instructions to the extent that it has not already acted upon the previously received Instructions. The District agrees: (i) maintain to assume all risks arising out of the Collateral free and clear use of all liensElectronic Means to submit Instructions to the Escrow Agent, security interests, safekeeping or other charges, demands and claims against including without limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of any nature whatsoever now or hereafter existing, in favor of anyone other than the Trusteeinterception and misuse by third parties; (ii) promptly notify that it is fully informed of the Trustee if protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent becomes aware and that any person other there may be more secure methods of transmitting Instructions than the Trustee has method(s) selected by the District; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a lien or security interest upon any portion commercially reasonable degree of the Collateral (other than any claim which Escrow Agent may have against the Interest Escrow Account for unpaid fees protection in light of its particular needs and expenses)circumstances; and (iiiiv) immediately disburse all funds held in to notify the Interest Escrow Account to the Trustee and transfer title to all Marketable Securities held by Escrow Agent hereunder to the Trustee immediately upon written notice by the Trustee to Escrow Agent that as a result learning of an Event of Default under the Indenture, the indebtedness represented by the Notes has been accelerated and has become due and payable. (b) Any money and Marketable Securities collected by the Trustee pursuant to Section 6(a)(iii) shall be applied as provided in Section 6.10 any compromise or unauthorized use of the Indenturesecurity procedures. (c) Upon demand, the Issuers will execute and deliver to the Trustee such instruments and documents as the Trustee may reasonably deem necessary or advisable to confirm or perfect the rights of the Trustee under this Agreement and the Trustee's interest in the Collateral. The Trustee will take all necessary action within its power to preserve and protect the security interest created hereby as a lien and encumbrance upon the Collateral. (d) Each Issuer hereby appoints the Trustee as its attorney-in-fact with full power of substitution to do any act which such Issuer is obligated hereto to do, except that the Trustee shall not direct the investment of any monies on deposit in the Interest Escrow Account, and the Trustee may exercise such rights as each Issuer may exercise with respect to the Collateral and take any action in each Issuer's name to protect the Trustee's security interest hereunder.

Instructions to Escrow Agent. (ai) Each Issuer The Representative and the Trustee hereby irrevocably Parent covenant and agree to jointly instruct the Escrow Agent to: in writing, (iA) maintain all as soon as reasonably practicable after delivery of the Collateral free Objection Notice, to make any disbursement required by Section 2.14(a), (B) as soon as reasonably practicable after the determination of the Final Working Capital to make disbursements required by Section 2.14(b), and clear (C) as soon as reasonably practicable after the determination by the Referee of all liensFinal Working Capital to release, security interestsif applicable, safekeeping or other charges, demands to the Referee out of the Escrow Amount the amount of 50% of the fees and claims against Escrow Agent expenses of any nature whatsoever now or hereafter existing, in favor of anyone other than the Trustee; Referee. Back to Contents (ii) promptly notify the Trustee if Escrow Agent becomes aware that any person other than the Trustee has a lien or security interest upon any portion of the Collateral (other than any claim which Escrow Agent may have against the Interest Escrow Account for unpaid fees and expenses); and (iii) immediately disburse all funds held in the Interest Escrow Account Subject to the Trustee and transfer title right to all Marketable Securities held by Escrow Agent hereunder to the Trustee upon written notice by the Trustee to Escrow Agent that as a result of an Event of Default under the Indenture, the indebtedness represented by the Notes has been accelerated and has become due and payable. (b) Any money and Marketable Securities collected by the Trustee pursuant to Section 6(a)(iii) shall be applied contest Parent Indemnification Claims as provided in Section 6.10 3.2 of the Indenture. (c) Upon demandEscrow Agreement, the Issuers will Representative covenants and agrees that at any time the Securityholders are obligated to indemnify a Parent Indemnified Person for Parent Indemnification Claims under Article X, if requested by Parent, the Representative shall execute and deliver to the Trustee Escrow Agent joint written instructions with Parent to release to the Parent Indemnified Person such instruments and documents as the Trustee may reasonably deem necessary or advisable to confirm or perfect the rights portion of the Trustee Escrow Amount as is necessary to satisfy the Securityholders’ indemnification obligations for Parent Indemnification Claims under this Agreement Article X. (iii) Subject to the limitations set forth in Section 10.4(f), Parent covenants and agrees that at any time the Trustee's interest Representative requests (A) payment of the fees, costs and expenses of the Representative’s legal counsel and experts (including expert witnesses), consultants and other representatives engaged by it in connection with (1) the Representative’s assumption of the defense of an Asserted Liability pursuant to Section 10.4, on behalf of the Securityholder Indemnifying Persons, or (2) the Representative’s participation in the Collateraldefense of an Asserted Liability pursuant to Section 10.4, on behalf of the Securityholder Indemnifying Persons, (B) payment of the costs and expenses of the Parent Indemnified Person, if any, that the Representative on behalf of the Securityholder Indemnifying Persons becomes obligated to pay pursuant to the last sentence of Section 10.4(b), or (C) without duplication of the fees, costs and expenses described in Sections 2.15(b)(iii)(A) and 2.15(b)(iii)(B), reimbursement or payment for any reasonable out-of-pocket fees and expenses incurred by the Representative in connection with exercising its rights or performing its duties under the Merger Agreement or the Escrow Agreement, in each case, Parent shall execute and deliver to the Escrow Agent joint written instructions with the Representative to release to (or at the direction of) the Representative such portion of the Escrow Amount as is necessary to pay such fees, costs and expenses. The Trustee will take all necessary action within its power to preserve Representative shall provide Parent with documentation reasonably substantiating the amount of such fees, costs and protect the security interest created hereby as a lien and encumbrance upon the Collateralexpenses each time that it so requests payment. (div) Each Issuer hereby appoints Parent covenants and agrees that at any time the Trustee as its attorney-in-fact with full power Securityholder Indemnifying Persons are obligated to pay the fees, costs and expenses of substitution separate counsel to do any act which such Issuer is obligated hereto to do, except that the Trustee shall not direct the investment of any monies on deposit in the Interest Escrow Account, and the Trustee may exercise such rights as each Issuer may exercise with respect a Parent Indemnified Person pursuant to the Collateral last sentence of Section 10.4(c), if requested by the Representative, Parent shall execute and take any action in deliver to the Escrow Agent joint written instructions with the Representative to release to such legal counsel such portion of the Escrow Amount as is necessary to pay such fees, costs and expenses. Parent shall provide the Representative with documentation reasonably substantiating the amount of such fees, costs and expenses each Issuer's name time that Parent or another Parent Indemnified Person requests payment therefor pursuant to protect the Trustee's security interest hereunderSection 10.4(c).