Loan Indemnity Agreement

LOAN INDEMNITY AGREEMENT

Effective Date:

RECITALS

WHEREAS, Indemnitee made or will make available a loan to Borrower in the principal amount of $ pursuant to a loan agreement dated (the "Loan");

WHEREAS, Indemnitor has agreed to indemnify, defend and hold harmless Indemnitee from and against certain losses and liabilities arising out of or relating to the Loan and Borrower’s obligations thereunder on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, term and other contractual allocations of risk and responsibility in writing.

SCOPE OF WORK

The scope below describes the indemnity obligations and any ancillary duties to be performed by Indemnitor in connection with the Loan.

INDEMNITY OBLIGATIONS

Indemnitor shall indemnify, defend and hold harmless Indemnitee and its officers, directors, agents and affiliates (collectively, "Indemnitee Parties") from and against any and all losses, liabilities, damages, claims, demands, costs and expenses (including reasonable attorneys' fees, court costs and disbursements) (collectively, "Losses") arising out of or relating to: (a) any default by Borrower under the Loan; (b) any misrepresentation or breach of warranty by Indemnitor or Borrower related to the Loan; and (c) any suit or claim asserted by a third party relating to the Loan to the extent caused by Indemnitor or Borrower. For avoidance of doubt, Losses include amounts paid to cure defaults, foreclosure expenses, costs of collection and reasonable fees of counsel reasonably incurred by Indemnitee.

Excluded from this indemnity are Losses to the extent finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of an Indemnitee Party.

NOTICE OF CLAIM AND DEFENSE

Indemnitee shall promptly notify Indemnitor in writing of any claim, demand or action for which indemnification may be sought; provided, failure to give prompt notice shall not relieve Indemnitor of its obligations except to the extent that Indemnitor is materially prejudiced thereby. Written notice must be given within days of the Indemnitee's receipt of facts giving rise to the claim.

Indemnitor shall have the right to assume and control the defense of any such claim with counsel reasonably acceptable to Indemnitee; provided, however, Indemnitee may, at its option and expense, participate in the defense. No settlement of any claim that would impose liability or obligations on Indemnitee or contain an admission of fault by Indemnitee shall be entered into by Indemnitor without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld.

PAYMENT TERMS

Indemnitor shall promptly reimburse Indemnitee for all Losses for which Indemnitee seeks indemnification under this Agreement upon delivery of a reasonably detailed invoice and supporting documentation. Payment shall be made in United States dollars within days after Indemnitor's receipt of such invoice.

If any payment required under this Section is not paid when due, Indemnitor shall pay interest on the unpaid amount at a rate of percent per month (or the maximum rate permitted by law), computed monthly from the date due until paid.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section. Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve Indemnitor of liability for obligations that accrued prior to the effective date of termination, including indemnification obligations arising from events occurring prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"), and shall not disclose such Confidential Information to any third party except as required by law or as necessary to enforce rights under this Agreement. This obligation shall survive termination of this Agreement for a period of three (3) years.

GOVERNING LAW; ATTORNEYS' FEES

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Indemnitee may assign this Agreement to an affiliate or to any successor by merger or acquisition.

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the intended economic effect of the invalid provision.

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