EXHIBIT 10.10
INDEMNIFICATION AGREEMENT
AGREEMENT made this _____ day of June, 1998, by and between Xxxx Xxxxxxx,
residing at 00 Xxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx 00000 ("Indemnitor") and Arbor
National Commercial Mortgage, LLC, whose principal place of business is 000
Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Indemnitee").
WHEREAS, prior to April 1, 1998, Indemnitor was the sole shareholder of
Arbor Secured Funding, Inc. ("ASF"); and
WHEREAS, effective April 1, 1998, Indemnitor sold all of his right, title
and interest in the outstanding common stock of ASF to a trust for the benefit
of his family members (the "Trust") for the purchase price of approximately
$3,680,000 (the "Price"); and
WHEREAS, effective April 1, 1998, the Trust contributed the outstanding
common stock of ASF to the Indemnitee in exchange for a 14.31643% membership
interest in the Indemnitee (the "Membership Interest"); and
WHEREAS, Indemnitor desires to ensure that the Indemnitee receives full
value of the outstanding common stock so transferred to the extent of the Price;
and
WHEREAS, prior to April 1, 1998, ASF had outstanding certain commitments to
lend money (the "Loan Commitments"); and
WHEREAS, effective April 1, 1998, all of the outstanding common stock of
ASF was acquired by the Indemnitee; and
WHEREAS, Indemnitor desires to indemnify and hold the Indemnitee harmless
from and against any losses incurred by the Indemnitee by virtue of the funding
of any Loan Commitments.
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the adequacy of which both parties agree upon, the
parties agree as follows:
Indemnitor shall, at his sole cost and expense, indemnify, protect and save
the Indemnitee harmless against and from any and all damages, losses,
liabilities, costs and expenses, obligations, penalties, fines, fees, claims,
litigation (including, without limitation, reasonable attorneys' fees) of any
kind or nature whatsoever, which may at any time be imposed upon, incurred by or
asserted or awarded against the Indemnitee and arising from or attributable to
or by reason of: (a) the failure of the Indemnitee to receive value equivalent
to the Price in exchange for the grant of the Membership Interest and (b) any
loss incurred by the Indemnitee as a result of the funding of any Loan
Commitments that existed or may exist as of April 1, 1998.
/s/ Xxxx Xxxxxxx
------------------------------------------
XXXX XXXXXXX, INDEMNITOR
ARBOR NATIONAL COMMERCIAL MORTGAGE,
LLC INDEMNITEE
BY:/s/ Xxxxxx X. Xxxx
---------------------------------------
XXXXXX X. XXXX, SENIOR VICE PRESIDENT
