Centennial W&S District 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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11-01-2014