Town of Castle Rock Escrow Agreement

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.
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.
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11-01-2014