CWCB Escrow Agreement

may disburse to itself from the Escrow Funds in the Depositor's Individual Escrow Account
and/or the Master Escrow Account,from time to time,the amount of any compensation and
reimbursement of out-of-pocket expenses due and payable hereunder(including any amount to
which Escrow Agent or any Indemnified Party is entitled to seek indemnification hereunder).
Escrow Agent shall notify CRMC and the Depositor of any disbursement from the Escrow Funds
in the Master Escrow Account to itself or any Indemnified Party in respect of any compensation
or reimbursement hereunder and shall furnish CRMC and the Depositor copies of related
invoices and other statements.
(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
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