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decree which it is advised by legal counsel selected by it is binding upon it without the need for
<br /> appeal or other action; and if the Escrow Agent complies with any such order, writ,judgment or
<br /> decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason
<br /> of such compliance even though such order,writ,judgment or decree may be subsequently
<br /> reversed, modified, annulled, set aside or vacated.
<br /> 11. Indemnification of Escrow Agent. From and at all times after the date of this
<br /> Escrow Agreement,Depositor and CRMC,jointly and severally, shall, to the fullest extent
<br /> permitted by law, indemnify and hold harmless Escrow Agent and each director, officer,
<br /> employee, attorney, agent and affiliate of Escrow Agent(each an "Indemnified Party" and
<br /> collectively,the "Indemnified Parties") against any and all actions, claims (whether or not valid),
<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 /> 7
<br /> {00466456.DOC/2}
<br /> 11-01-2014
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