Center of Colorado WCD Escrow Agreement

remedy against any person under any statute or regulation, including, but not limited to, any federal or state
securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with
the negotiation,preparation, execution,performance or failure of performance in connection with this Escrow
Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any
such action,proceeding, suit or the target of any such inquiry or investigation; provided,however, that no
Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a
court of competent jurisdiction, subject to no further appeal, to have resulted solely from the negligence or
willful misconduct of such Indemnified Party. Depositor and CRMC further agree,jointly and severally,to
indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys' fees, incurred
by such Indemnified Party in connection with the enforcement of Depositor's and CRMC's indemnification
obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ
separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of
such counsel shall be paid upon demand by the Depositor and CRMC jointly and severally to the extent
permitted by law and funds for that purpose being appropriated, budgeted and made available. The obligations
of Depositor and CRMC under this Section 11 shall survive any termination of this Escrow Agreement and the
resignation or removal of Escrow Agent.
The parties agree that neither the payment by Depositor or CRMC of any claim by Escrow Agent for
indemnification hereunder nor the disbursement of any amounts to Escrow Agent from the Escrow Funds in
respect of a claim by Escrow Agent for indemnification shall impair, limit,modify, or affect, as between
Depositor and CRMC,the respective rights and obligations of Depositor and CDNR under the Underlying
Agreement.
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{00412296.DOC/13}
11-01-2014