CWCB Escrow Agreement

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
distributions as well as in the performance of Escrow Agent's reporting obligations under the
Foreign Account Tax Compliance Act and Foreign Investment in Real Property Tax Act or other
applicable law or regulation.
(b) Withholding Requests and Indemnification. Depositor and CRMC jointly
and severally agree to(i)assume all obligations imposed now or hereafter by any applicable tax
law or regulation with respect to payments or performance under this Escrow Agreement,(ii)
request the Escrow Agent in writing with respect to withholding and other taxes,assessments or
other governmental charges,and advise Escrow Agent in writing with respect to any
certifications and governmental reporting that may be required under any applicable laws or
regulations,and(iii)indemnify and hold the Escrow Agent harmless pursuant to Section 11
hereof from any liability or obligation on account of taxes,assessments,additions for late
payment, interest,penalties,expenses and other governmental charges that may be assessed or
asserted against Escrow Agent.
(c) Imputed Interest. To the extent that IRS imputed interest regulations
apply,Depositor and CRMC shall so inform Escrow Agent,provide Escrow Agent with all
imputed interest calculations and direct Escrow Agent to disburse imputed interest amounts as
Depositor and CRMC deem appropriate. Escrow Agent shall rely solely on such provided
calculations and information and shall have no responsibility for the accuracy or completeness of
any such calculations or information.
27. WAIVER OF TRIAL BY JURY. EACH PARTY TO THIS ESCROW
AGREEMENT HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY
JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF
ACTION (1) ARISING OUT OF OR IN ANY WAY RELATED TO THIS ESCROW
AGREEMENT OR (2) IN ANY WAY IN CONNECTION WITH OR PERTAINING OR
RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES TO THIS
ESCROW AGREEMENT OR IN CONNECTION WITH THIS ESCROW AGREEMENT OR
THE EXERCISE OF ANY SUCH PARTY'S RIGHTS AND REMEDIES UNDER THIS
ESCROW AGREEMENT OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES
TO THIS ESCROW AGREEMENT, IN ALL OF THE FOREGOING CASES WHETHER
NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR
OTHERWISE. EACH OF THE PARTIES HERETO HEREBY FURTHER ACKNOWLEDGES
AND AGREES THAT EACH HAS REVIEWED OR HAD THE OPPORTUNITY TO
REVIEW THIS WAIVER WITH ITS RESPECTIVE LEGAL COUNSEL, AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH SUCH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,
THIS ESCROW AGREEMENT MAY BE FILED AS A CONSENT BY ALL PARTIES TO A
TRIAL BY THE COURT.
12