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effectiveness, but also as to the truth and accuracy of any information contained therein,which
<br /> Escrow Agent shall believe to be genuine and to have been signed or presented by the person or
<br /> parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental,
<br /> indirect, special, consequential or punitive damages or penalties (including, but not limited to
<br /> lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or
<br /> penalty and regardless of the form of action. Escrow Agent shall not be responsible for delays or
<br /> failures in performance resulting from acts beyond its control, including without limitation acts
<br /> of God, strikes, lockouts, riots, acts of war or tenor, epidemics, governmental regulations, fire,
<br /> communication line failures, power failures, earthquakes or other disasters. Escrow Agent shall
<br /> not be obligated to take any legal action or commence any proceeding in connection with the
<br /> Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the
<br /> Underlying Agreement, or to appear in,prosecute or defend any such legal action or proceeding.
<br /> Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as
<br /> to the construction of any of the provisions hereof or of any other agreement or of its duties
<br /> hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and
<br /> shall be fully indemnified from any liability whatsoever in acting in accordance with the advice
<br /> of such counsel. Depositor and CRMC,jointly and severally, shall promptly pay, upon demand,
<br /> the reasonable fees and expenses of any such counsel. Depositor and CRMC agree to perform or
<br /> procure the performance of all further acts and things, and execute and deliver such further
<br /> documents, as may be required by law or as Escrow Agent may reasonably request in connection
<br /> with its duties hereunder.
<br /> The Escrow Agent is authorized, in its sole discretion,to comply with final orders issued or
<br /> process entered by any court with respect to the Escrow Funds, without determination by the
<br /> Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at
<br /> any time attached, garnished or levied upon under any court order, or in case the payment,
<br /> assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by
<br /> any court order, or in case any order,judgment or decree shall be made or entered by any court
<br /> affecting such property or any part thereof, then and in any such event, the Escrow Agent is
<br /> authorized, in its sole discretion, to rely upon and comply with any such order, writ,judgment or
<br /> 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 /> 6
<br /> {00412296.DOC/13}
<br /> 11-01-2014
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