CWCB Escrow Agreement

the sole cause of any loss to the Depositor or CRMC. Escrow Agent's sole responsibility shall be
for the safekeeping and transfer and disbursement of the Escrow Funds in accordance with the
terms of this Escrow Agreement. Escrow Agent shall not be charged with knowledge or notice
of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any
notice, instruction,request or other instrument,not only as to its due execution,validity and
effectiveness,but also as to the truth and accuracy of any information contained therein,which
Escrow Agent shall believe to be genuine and to have been signed or presented by the person or
parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental,
indirect, special,consequential or punitive damages or penalties(including, but not limited to
lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or
penalty and regardless of the form of action. Escrow Agent shall not be responsible for delays or
failures in performance resulting from acts beyond its control, including without limitation acts
of God, strikes, lockouts,riots,acts of war or terror, epidemics, governmental regulations,fire,
communication line failures,power failures,earthquakes or other disasters. Escrow Agent shall
not be obligated to take any legal action or commence any proceeding in connection with the
Escrow Funds,any account in which Escrow Funds are deposited,this Escrow Agreement or the
Underlying Agreement, or to appear in,prosecute or defend any such legal action or proceeding.
Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as
to the construction of any of the provisions hereof or of any other agreement or of its duties
hereunder,or relating to any dispute involving any party hereto,and shall incur no liability and
shall be fully indemnified from any liability whatsoever in acting in accordance with the advice
of such counsel. Depositor and CRMC,jointly and severally,shall promptly pay,upon demand,
the reasonable fees and expenses of any such counsel. Depositor and CRMC agree to perform or
procure the performance of all further acts and things,and execute and deliver such further
documents,as may be required by law or as Escrow Agent may reasonably request in connection
with its duties hereunder.
The Escrow Agent is authorized, in its sole discretion,to comply with final orders issued or
process entered by any court with respect to the Escrow Funds, without determination by the
Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at
any time attached, garnished or levied upon under any court order,or in case the payment,
assignment,transfer,conveyance or delivery of any such property shall be stayed or enjoined by
any court order,or in case any order,judgment or decree shall be made or entered by any court
affecting such property or any part thereof,then and in any such event,the Escrow Agent is
authorized,in its sole discretion,to rely upon and comply with any such order,writ,judgment or
decree which it is advised by legal counsel selected by it is binding upon it without the need for
appeal or other action; and if the Escrow Agent complies with any such order,writ,judgment or
decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason
of such compliance even though such order,writ,judgment or decree may be subsequently
reversed, modified, annulled,set aside or vacated.
11. Indemnification of Escrow Agent. From and at all times after the date of this
Escrow Agreement,Depositor and CRMC,jointly and severally, shall,to the fullest extent
permitted by law,indemnify and hold harmless Escrow Agent and each director,officer,
employee,attorney,agent and affiliate of Escrow Agent(each an"Indemnified Party"and
collectively,the "Indemnified Parties")against any and all actions,claims(whether or not valid),
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