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