Property Funds Agreement

PROPERTY FUNDS AGREEMENT

This Property Funds Agreement (the Agreement) is made as of by and between:

Investor Name:    Investor Address:

Property Manager/Owner Name:    Manager Address:

RECITALS

WHEREAS, Investor has delivered or will deliver certain funds to Manager for the purpose of acquisition, rehabilitation, operation, or related capital expenditures for the property identified below (the Property), and Manager has agreed to receive, disburse and account for such funds in accordance with the terms of this Agreement;

WHEREAS, Manager has represented that Manager has the authority, experience and systems to hold and disburse funds for the Property and to provide periodic accounting and reporting to Investor;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the delivery, use, custody, disbursement, accounting and return of such funds.

PROPERTY

SCOPE OF WORK AND USE OF FUNDS

Manager shall use funds delivered by Investor solely for the purposes described in the Scope of Work below and only in accordance with the disbursement conditions and budget approved in writing by Investor. Manager shall not divert funds for any other project or purpose without prior written consent of Investor.

PAYMENT TERMS

Investor agrees to deliver funds to Manager in the aggregate amount of (the Funds). Disbursement of Funds will occur according to the schedule and conditions set forth below.

Funds shall be deposited into the designated account identified below and disbursed only upon Manager's submission of an invoice, draw request, or other written documentation evidencing the need for disbursement consistent with the approved scope and budget. Manager shall maintain receipts and supporting documentation for all disbursements and shall provide such documentation to Investor upon request.

Late payment or failure to provide funds when required shall incur a late fee equal to of the overdue amount, plus interest at .

ACCOUNTING, REPORTING AND AUDIT

Manager shall provide Investor with written reports of funds received, disbursed and remaining, together with copies of invoices, receipts and bank statements supporting disbursements, on a basis. Investor shall have the right, at Investor's expense and upon reasonable notice, to audit Manager's records relating to the Funds.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach of a term that remains uncured for days after written notice. Upon termination, Manager shall, within days, return to Investor any unused Funds together with an accounting of disbursements. Obligations that by their nature survive termination, including confidentiality and indemnity, shall remain in effect.

CONFIDENTIALITY

Each party shall hold confidential and not disclose to any third party any non-public financial, business or proprietary information provided by the other party in connection with this Agreement, except to the extent disclosure is required by law or by a court or regulatory authority. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Breach of this confidentiality provision will cause irreparable harm for which monetary damages may be inadequate and the non-breaching party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in that state, and each party irrevocably submits to the jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and duly executed amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or reputable overnight courier, and shall be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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