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<br /> losses,damages, liabilities,penalties,costs and expenses of any kind or nature(including
<br /> without limitation reasonable attorneys'fees,costs and expenses)incurred by or asserted against
<br /> any of the Indemnified Parties,whether direct,indirect or consequential,as a result of or arising
<br /> from or in any way relating to any claim,demand, suit,action or proceeding(including any
<br /> inquiry or investigation)by any person,including without limitation Depositor,CRMC and the
<br /> Representatives,whether threatened or initiated,asserting a claim for any legal or equitable
<br /> remedy against any person under any statute or regulation,including,but not limited to,any
<br /> federal or state securities laws,or under any common law or equitable cause or otherwise,arising
<br /> from or in connection with the negotiation,preparation,execution,performance or failure of
<br /> performance in connection with this Escrow Agreement or any transactions contemplated herein,
<br /> whether or not any such Indemnified Party is a party to any such action,proceeding, suit or the
<br /> target of any such inquiry or investigation;provided,however,that no Indemnified Party shall
<br /> have the right to be indemnified hereunder for any liability finally determined by a court of
<br /> competent jurisdiction, subject to no further appeal,to have resulted solely from the negligence
<br /> or willful misconduct of such Indemnified Party. Depositor and CRMC further agree,jointly and
<br /> severally,to indemnify each Indemnified Party for all costs, including without limitation
<br /> reasonable attorneys' fees, incurred by such Indemnified Party in connection with the
<br /> enforcement of Depositor's and CRMC's indemnification obligations hereunder. Each
<br /> Indemnified Party shall,in its sole discretion,have the right to select and employ separate
<br /> counsel with respect to any action or claim brought or asserted against it,and the reasonable fees
<br /> of such counsel shall be paid upon demand by the Depositor and CRMC jointly and severally to
<br /> the extent permitted by law and funds for that purpose being appropriated,budgeted and made
<br /> available. The obligations of Depositor and CRMC under this Section 11 shall survive any
<br /> termination of this Escrow Agreement and the resignation or removal of Escrow Agent.
<br /> The parties agree that neither the payment by Depositor or CRMC of any claim by Escrow Agent
<br /> for indemnification hereunder nor the disbursement of any amounts to Escrow Agent from the
<br /> Escrow Funds in respect of a claim by Escrow Agent for indemnification shall impair,limit,
<br /> modify,or affect,as between Depositor and CRMC,the respective rights and obligations of
<br /> Depositor and CDNR under the Underlying Agreement.
<br /> 12. Compensation of Escrow Agent
<br /> (a) Fees and Expenses. Depositor and CRMC agree,jointly and severally,to
<br /> compensate Escrow Agent on demand for its services hereunder in accordance with Schedule A
<br /> hereto. Without limiting the joint and several nature of their obligations to the Escrow Agent,the
<br /> Depositor and CRMC agree that,as between themselves only,the fee for the Escrow Agent's
<br /> compensation will be the responsibility of CRMC. The obligations of Depositor and CRMC
<br /> under this Section 12 shall survive any termination of this Escrow Agreement and the resignation
<br /> or removal of Escrow Agent.
<br /> (b) Disbursements from Escrow Funds to Pay Escrow Agent. Escrow Agent
<br /> shall bill CRMC for any compensation and reimbursement of out-of-pocket expenses due and
<br /> payable hereunder(including any amount to which Escrow Agent or any Indemnified Party is
<br /> entitled to seek indemnification hereunder). To the extent not paid by CRMC after 45 days from
<br /> CRMC's receipt of Escrow Agent's request for payment,the Escrow Agent is authorized to,and
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