Castle Pines North Escrow Agreement

12. Compensation of Escrow Agent
(a) Fees and Expenses. Depositor and CRMC agree,jointly and severally, to
compensate Escrow Agent on demand for its services hereunder in accordance with Schedule A
hereto. Without limiting the joint and several nature of their obligations to the Escrow Agent, the
Depositor and CRMC agree that, as between themselves only, the fee for the Escrow Agent's
compensation will be the responsibility of CRMC. The obligations of Depositor and CRMC
under this Section 12 shall survive any termination of this Escrow Agreement and the resignation
or removal of Escrow Agent.
(b) Disbursements from Escrow Funds to Pay Escrow Agent. Escrow Agent
shall bill CRMC for 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). To the extent not paid by CRMC after 45 days from
CRMC's receipt of Escrow Agent's request for payment, the Escrow Agent is authorized to, and
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
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11-01-2014