Exhibit 10.1 - Loan and Security Agreement


    

      LOAN
        AND
        SECURITY AGREEMENT

      


      Between

      


      UNITED
        DEVELOPMENT FUNDING III, L.P.,

      


      As
        Borrower,

      


      and

      


      PREMIER
        BANK,

      


      As
        Lender

      


      


      


      Dated
        as
        of December 29, 2006

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      



      
        	
                DEFINITIONS

                 

              	 	
                1

                 

              
	
                ARTICLE
                  I 

                 

              	
                LOANS,
                  RENEWAL AND TERMINATION

                 

              	
                15

                 

              
	
                1.1

                 

              	
                Credit
                  Facility

                 

              	
                15

                 

              
	
                1.2

                 

              	
                Borrowing
                  Procedures

                 

              	
                16

                 

              
	
                1.3

                 

              	
                Interest.

                 

              	
                16

                 

              
	
                1.4

                 

              	
                Charges
                  to Loan Account

                 

              	
                16

                 

              
	
                1.5

                 

              	
                Renewal
                  and Termination

                 

              	
                17

                 

              
	
                1.6

                 

              	
                Payments
                  by Borrower

                 

              	
                17

                 

              
	
                1.7

                 

              	
                Taxes

                 

              	
                17

                 

              
	
                ARTICLE
                  II 

                 

              	
                FEES

                 

              	
                18

                 

              
	
                2.1

                 

              	
                Closing
                  Date Fees

                 

              	
                18

                 

              
	
                2.2

                 

              	
                Audit
                  Fees

                 

              	
                18

                 

              
	
                2.3

                 

              	
                Costs
                  and Expenses

                 

              	
                19

                 

              
	
                ARTICLE
                  III 

                 

              	
                GRANT
                  OF SECURITY INTEREST

                 

              	
                19

                 

              
	
                3.1

                 

              	
                Grant
                  of Security Interest

                 

              	
                19

                 

              
	
                3.2

                 

              	
                Continued
                  Priority of Security Interest

                 

              	
                19

                 

              
	
                3.3

                 

              	
                Delivery
                  of Client Notes, Client Loan Documents, and Other
                  Documentation

                 

              	
                20

                 

              
	
                3.4

                 

              	
                Client
                  Loan Documents

                 

              	
                21

                 

              
	
                3.5

                 

              	
                Appraisals

                 

              	
                21

                 

              
	
                ARTICLE
                  IV

                 

              	
                ACCOUNTS;
                  PROCEEDS AND COLLECTIONS

                 

              	
                22

                 

              
	
                4.1

                 

              	
                Escrow
                  Account; Clearing Account; Proceeds

                 

              	
                22

                 

              
	
                4.2

                 

              	
                Collection
                  of Proceeds from Clearing Account

                 

              	
                22

                 

              
	
                ARTICLE
                  V 

                 

              	
                REPRESENTATIONS
                  AND WARRANTIES

                 

              	
                23

                 

              
	
                5.1

                 

              	
                Existence,
                  Power and Authority; Borrower Interests

                 

              	
                23

                 

              
	
                5.2

                 

              	
                Compliance
                  with Other Agreements and Applicable Law

                 

              	
                25

                 

              
	
                5.3

                 

              	
                Absence
                  of Litigation

                 

              	
                25

                 

              
	
                5.4

                 

              	
                Taxes
                  and Returns

                 

              	
                25

                 

              
	
                5.5

                 

              	
                Lien
                  Priority and Nature of Certain Collateral

                 

              	
                26

                 

              
	
                5.6

                 

              	
                Principal
                  Place of Business

                 

              	
                26

                 

              
	
                5.7

                 

              	
                Environmental
                  Compliance

                 

              	
                26

                 

              
	
                5.8

                 

              	
                Proprietary
                  Rights

                 

              	
                27

                 

              
	
                5.9

                 

              	
                Trade
                  Names

                 

              	
                27

                 

              
	
                5.10

                 

              	
                Employee
                  Relations

                 

              	
                27

                 

              
	
                5.11

                 

              	
                Employee
                  Pension Benefit Plans

                 

              	
                27

                 

              
	
                5.12

                 

              	
                Bank
                  Accounts

                 

              	
                27

                 

              
	
                5.13

                 

              	
                Accuracy
                  and Completeness of Information

                 

              	
                27

                 

              
	
                5.14

                 

              	
                Software
                  License Compliance

                 

              	
                27

                 

              
	
                5.15

                 

              	
                Client
                  Note

                 

              	
                27

                 

              
	
                5.16

                 

              	
                Licenses
                  and Permits

                 

              	
                28

                 

              
	
                5.17

                 

              	
                Survival
                  of Warranties; Cumulative

                 

              	
                28

                 

              
	
                ARTICLE
                  VI 

                 

              	
                AFFIRMATIVE
                  COVENANTS

                 

              	
                28

                 

              
	
                6.1

                 

              	
                Financial
                  Statements

                 

              	
                28

                 

              
	
                6.2

                 

              	
                Books
                  and Records

                 

              	
                29

                 

              
	
                6.3

                 

              	
                Additional
                  Documentation

                 

              	
                29

                 

              
	
                6.4

                 

              	
                Existence,
                  Name, Organization and Chief Executive Office

                 

              	
                29

                 

              
	
                6.5

                 

              	
                Compliance
                  with Laws and Taxes

                 

              	
                30

                 

              
	
                6.6

                 

              	
                Performance
                  of Obligations

                 

              	
                30

                 

              
	
                6.7

                 

              	
                Reporting
                  as to Revenues, Receivables and Client Loans

                 

              	
                30

                 

              
	
                6.8

                 

              	
                Over-Advance

                 

              	
                31

                 

              
	
                6.9

                 

              	
                Breach
                  or Default

                 

              	
                31

                 

              
	
                6.10

                 

              	
                Maintenance
                  of Assets

                 

              	
                32

                 

              
	
                6.11

                 

              	
                Insurance

                 

              	
                32

                 

              
	
                6.12

                 

              	
                Use
                  of Proceeds

                 

              	
                32

                 

              
	
                6.13

                 

              	
                Disclosure

                 

              	
                32

                 

              
	
                6.14

                 

              	
                Further
                  Assurances

                 

              	
                32

                 

              
	
                6.15

                 

              	
                Brokerage
                  Commissions

                 

              	
                33

                 

              
	
                6.16

                 

              	
                Defense
                  of Title

                 

              	
                33

                 

              
	
                6.17

                 

              	
                Client
                  Notes

                 

              	
                33

                 

              
	
                6.18

                 

              	
                Client
                  Loans

                 

              	
                34

                 

              
	
                6.19

                 

              	
                Formation
                  of Subsidiaries and Investments in Client Joint Ventures

                 

              	
                34

                 

              
	
                6.20

                 

              	
                Revisions
                  or Updates to Schedules

                 

              	
                35

                 

              
	
                6.21

                 

              	
                Bank
                  Accounts

                 

              	
                35

                 

              
	
                ARTICLE
                  VII 

                 

              	
                NEGATIVE
                  COVENANTS

                 

              	
                35

                 

              
	
                7.1

                 

              	
                Business,
                  Management and Organization

                 

              	
                35

                 

              
	
                7.2

                 

              	
                Disposition
                  of Assets

                 

              	
                35

                 

              
	
                7.3

                 

              	
                Loans
                  and Guarantees

                 

              	
                36

                 

              
	
                7.4

                 

              	
                Subsidiaries

                 

              	
                36

                 

              
	
                7.5

                 

              	
                Distributions
                  and Salaries

                 

              	
                36

                 

              
	
                7.6

                 

              	
                Financial
                  Covenants

                 

              	
                36

                 

              
	
                7.7

                 

              	
                Change
                  of Control

                 

              	
                37

                 

              
	
                7.8

                 

              	
                Limitation
                  on Indebtedness for Money Borrowed

                 

              	
                37

                 

              
	
                7.9

                 

              	
                Mergers;
                  Consolidations; Acquisitions

                 

              	
                37

                 

              
	
                7.10

                 

              	
                Client
                  Joint Ventures

                 

              	
                37

                 

              
	
                7.11

                 

              	
                Fiscal
                  Year

                 

              	
                37

                 

              
	
                7.12

                 

              	
                Affiliate
                  Transactions

                 

              	
                37

                 

              
	
                7.13

                 

              	
                Credit
                  Guidelines

                 

              	
                37

                 

              
	
                7.14

                 

              	
                Approved
                  States

                 

              	
                38

                 

              
	
                ARTICLE
                  VIII 

                 

              	
                CONDITIONS
                  PRECEDENT

                 

              	
                38

                 

              
	
                8.1

                 

              	
                Credit

                 

              	
                38

                 

              
	
                8.2

                 

              	
                Initial
                  and Subsequent Credit

                 

              	
                39

                 

              
	
                ARTICLE
                  IX 

                 

              	
                EVENTS
                  OF DEFAULT; REMEDIES

                 

              	
                40

                 

              
	
                9.1

                 

              	
                Events
                  of Default

                 

              	
                40

                 

              
	
                9.2

                 

              	
                Remedies

                 

              	
                42

                 

              
	
                ARTICLE
                  X 

                 

              	
                JURY
                  TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; AND GOVERNING LAW

                 

              	
                43

                 

              
	
                10.1

                 

              	
                Governing
                  Law; Choice of Forum; Service of Process; Jury Trial 

                 

              	 
	 	
                Waiver

                 

              	
                43

                 

              
	
                10.2

                 

              	
                Waiver
                  of Certain Claims and Counterclaims

                 

              	
                44

                 

              
	
                10.3

                 

              	
                Indemnification

                 

              	
                45

                 

              
	
                ARTICLE
                  XI 

                 

              	
                MISCELLANEOUS

                 

              	
                45

                 

              
	
                11.1

                 

              	
                Power
                  of Attorney

                 

              	
                45

                 

              
	
                11.2

                 

              	
                Outstanding
                  Loan Balance

                 

              	
                45

                 

              
	
                11.3

                 

              	
                Entire
                  Agreement, Successors and Assigns and Course of Dealing

                 

              	
                45

                 

              
	
                11.4

                 

              	
                Assignments
                  and Participations

                 

              	
                45

                 

              
	
                11.5

                 

              	
                Amendments,
                  Etc

                 

              	
                46

                 

              
	
                11.6

                 

              	
                Notices

                 

              	
                46

                 

              
	
                11.7

                 

              	
                Expenses

                 

              	
                47

                 

              
	
                11.8

                 

              	
                Assignment
                  of Receivables

                 

              	
                47

                 

              
	
                11.9

                 

              	
                Binding
                  Effect; Severability

                 

              	
                47

                 

              
	
                11.10

                 

              	
                Final
                  Agreement

                 

              	
                47

                 

              
	
                11.11

                 

              	
                Counterparts

                 

              	
                47

                 

              
	
                11.12

                 

              	
                Captions

                 

              	
                48

                 

              
	
                11.13

                 

              	
                Information

                 

              	
                48

                 

              
	
                11.14

                 

              	
                Nonliability
                  of Lender

                 

              	
                48

                 

              
	
                11.15

                 

              	
                Maximum
                  Rate

                 

              	
                48

                 

              
	
                11.16

                 

              	
                Right
                  of Setoff

                 

              	
                49

                 

              


      

       

      


       


      
        
          
            36382.02/263482v6 

             

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      EXHIBITS
        AND SCHEDULES

       

      EXHIBITS

       

      
        	
                Exhibit
                  A

              	
                Form
                  of Borrowing Base Certificate

              
	
                Exhibit
                  B

              	
                Form
                  of Revolving Note

              
	
                Exhibit
                  C

              	
                Credit
                  Guidelines

              
	
                Exhibit
                  D

              	
                Form
                  of Assignment of Note

              
	
                Exhibit
                  E

              	
                Form
                  of Allonge

              


      

      


       

      SCHEDULES

       

      
        	
                Schedule
                  C

              	
                Incumbent
                  Board Members

              
	
                Schedule
                  5.1(a)

              	
                Organization;
                  Qualification 

              
	
                Schedule
                  5.5(f)

              	
                Real
                  Property 

              
	
                Schedule
                  5.7

              	
                Environmental
                  Compliance 

              
	
                Schedule
                  5.9

              	
                Trade
                  Names 

              
	
                Schedule
                  5.12

              	
                Bank
                  Accounts 

              
	
                Schedule
                  6.12

              	
                Use
                  of Proceeds 

              


      

      


      


      



      
        
          
            36382.02/263482v6 

             

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      LOAN
        AND SECURITY AGREEMENT

       

      Dated
        as
        of December 29, 2006

       

      UNITED
        DEVELOPMENT FUNDING III, L.P.,
        a
        Delaware limited partnership (“Borrower”)
        and
PREMIER
        BANK,
        a
        Missouri banking association d/b/a Premier Bank Texas (“Lender”),
        agree
        as follows:

       

      DEFINITIONS

       

      As
        used
        in this Agreement:

       

      “Account”
or
        “Accounts”
means
        all now owned or hereafter acquired right, title and interest in all accounts,
        as such term is defined in the UCC, and any and all supporting obligations
        with
        respect to any of the foregoing. 

       

      “Additional
        Documents”
has
        the
        meaning given to such term in Section
        3.2(d).

       

      “Affiliate”
means,
        with respect to a Person, (a) any partner, shareholder or member (in each
        case,
        if holding more than five percent (5%) of the outstanding interest in such
        Person) of such Person, (b) any director, officer or managing agent of such
        Person, and (b) any other Person (other than a Subsidiary) that,
        (i) directly or indirectly through one or more intermediaries, controls, or
        is controlled by, or is under common control with, such given Person, (ii)
        directly or indirectly beneficially owns or holds ten percent (10%) or more
        of
        any class of voting stock or voting partnership or other voting interest
        of such
        Person or any Subsidiary of such Person, or (iii) five percent (5%) or more
        of
        the voting stock or voting partnership or other voting interest of which
        is
        directly or indirectly beneficially owned or held by such Person or a Subsidiary
        of such Person. The term “control” means the possession, directly or indirectly,
        of the power to direct or cause the direction of the management and policies
        of
        a Person, whether through ownership of voting securities or partnership or
        other
        voting interest, by contract or otherwise.

       

      “Allonge”
means
        a
        duly executed allonge in substantially the form attached hereto as Exhibit
        “E”.

       

      “Aggregate
        Partners’ Equity”
means,
        at the time of measurement, the aggregate dollar amount of Borrower’s partners’
equity reported on Borrower’s balance sheet, determined in accordance with
        GAAP.

       

      “Agreement”
means
        this Loan and Security Agreement, including all Schedules, Exhibits and other
        attachments hereto, as the same may be amended, restated, supplemented, extended
        or otherwise modified from time to time.

       

      “Agreement
        Date”
means
        the date as of which this Agreement is dated.

       

      “Anti-Terrorism
        Law”
means,
        collectively, the USA Patriot Act, Executive Order No. 13224 or any other
        statute, regulation, executive order, or other law pertaining to the prevention
        of future acts of terrorism or money laundering, in each case as such law
        may be
        amended from time to time.

       

      “Applicable
        Law”
means
        all applicable provisions of constitutions, statutes, rules, regulations
        and
        orders of governmental bodies and orders and decrees of courts and
        arbitrators.

       

      “Appraiser”
means
        an independent third party appraiser acceptable to Lender in its sole
        discretion, which appraiser shall have a MAI or other approved
        designation.

       

      “Asset
        Disposition”
means
        the disposition of any asset of the Borrower or any of its
        Subsidiaries.

       

      “Assignment
        of Note”
means
        the Assignment of Promissory Note, Deed of Trust, Assignment of Rents and
        Security Agreement and Fixture Filing and Loan Documents, executed by Borrower
        in favor of Lender with respect to each Client Loan substantially in the
        form
        attached hereto as Exhibit
        “D”.

       

      “Bankruptcy
        Code”
means
        the United States Bankruptcy Code, as in effect from time to time.

       

      “Board”
means
        the duly elected and serving members of the Board of Directors of UMT Services,
        Inc., a Delaware corporation and the general partner of the General
        Partner.

       

      “Borrower”
has
        the
        meaning given to such term in the preamble of this Agreement.

       

      “Borrowing”
means
        a
        borrowing of Revolving Loan Advances made on the same day by
        Lender.

       

      “Borrowing
        Base”
means,
        with respect to Borrower, an amount in dollars equal to the lesser of (a)
        the
        Revolving Credit Limit or (b) the sum, without duplication, of: (i) with
        respect
        to each Eligible Note, the lesser of (A) up to eighty percent (80%) of the
        aggregate principal amount outstanding under such Eligible Note, or (B) up
        to
        eighty percent (80%) of the face amount of such Eligible Note; minus
        (ii) any Reserves. 

       

      “Borrowing
        Base Certificate”
means
        the Borrowing Base Certificate referred to in Section
        1.2
        in the
        form attached hereto as Exhibit
        “A”.

       

      “Business
        Day”
means
        any day other than a Saturday, Sunday or other day on which banks in Dallas,
        Texas are authorized or required to close.

       

      “Capital
        Expenditures”
means
        the aggregate of all expenditures made and liabilities incurred that, in
        accordance with GAAP, are required to be included in or reflected by the
        property, plant, equipment or similar fixed assets accounts.

       

      “Capitalized
        Lease”
means
        a
        lease that is required to be capitalized for financial reporting purposes
        in
        accordance with GAAP.

       

      “Cash
        Concentration Account”
        means
        a
        deposit account established and maintained by Borrower over which Lender
        has
“control” (as that term is used in Article 9 of the UCC), pursuant to the terms
        of this Agreement or any Deposit Account Control Agreement that may be entered
        into in connection with this Agreement.

       

      “Change
        of Control”
means
        the occurrence of any of the following events: (i) the members of the board
        of directors of UMT set forth on Schedule
        C
        (the
“Incumbent
        Board”),
        cease
        for any reason to constitute at least two-thirds (2/3) of the members of
        the
        board of directors of UMT; provided,
        however
        that if
        the election, or the nomination for election by the common stockholders of
        UMT,
        of any new director was approved by a vote of at least two-thirds (2/3) of
        the
        Incumbent Board, such new director shall, for purposes of this definition
        be
        considered a member of the Incumbent Board; (ii) the General Partner shall
        cease to be the sole general partner of Borrower; (iii) UMT shall cease to
        be the sole general partner of the General Partner; or (iv) Borrower is
        liquidated, dissolved, or adopts a plan of liquidation pursuant to the
        Bankruptcy Code or any other bankruptcy law.

       

      “Clearing
        Account”
has
        the
        meaning given to such term in Section
        4.1.

       

      “Client”
means
        a
        Person to whom Borrower extends credit loans, or other financial accommodations,
        which Client is obligated to Borrower under one or more Client Loan
        Documents.

       

      “Client
        Collateral”
means
        all real and personal property collateral pledged by a Client to Borrower
        pursuant to Client Loan Documents.

       

      “Client
        Credit Documentation”
means
        the background documentation for each Client Loan prepared by Borrower for
        its
        own internal purposes, including appraisals, environmental excerpts, term
        sheets, reports and credit committee write-ups, with all exhibits and schedules
        thereto, all as prepared and maintained in accordance with Borrower’s Credit
        Guidelines.

       

      “Client
        Joint Venture” means
        an
        Investment by Borrower or any Subsidiary of Borrower in any Person, the purpose
        of which is related to the purchase and/or development for sale as finished
        building lots for single-family residential purposes of residential real
        estate
        and the improvements thereto.

       

      “Client
        Loan”
shall
        mean any loan, extension of credit, or financial accommodation made by Borrower
        to or for the benefit of a Client, the purpose of which Client Loan is related
        to the purchase and/or development for sale as finished building lots for
        single-family residential purposes of residential real estate and the
        improvements thereto or to credit enhancements provided by
        Borrower.

       

      “Client
        Loan Documents”
means
        any and all Client Notes, Mortgages and other agreements, contracts, documents,
        and instruments, including, without limitation, any and all debt instruments,
        promissory notes, loan agreements, chattel paper, agreements of guaranty,
        assignment agreements, mortgages, deeds of trust, deeds to secure debt, general
        or specific security agreements, certificates, pledge agreements, financing
        statements and amendments thereto, policies of title insurance, and all other
        like or similar agreements, contracts, documents and instruments evidencing,
        pertaining or otherwise securing at any time any Client Loan or Borrower’s
        interest therein. Generally, based on Borrower’s current Client Loan
        documentation, such Client Loan Documents include promissory notes, pledge
        agreements, stock powers, assignments of partnership interests and membership
        interests, security agreements, guaranty agreements, deeds of trust, profits
        interest and distribution of proceeds agreements, UCC financing statements,
        and
        environmental indemnity agreements.

       

      “Client
        Loan Closing Date”
means
        the date of Borrower’s initial funding of a Client Loan.

       

      “Client
        Note”
means
        an instrument containing an express and absolute promise of a Client to pay
        to
        Borrower, a definite sum of money at a specified time, in order to evidence
        a
        Client Loan.

       

      “Client
        Pledge”
means
        a
        pledge, assignment or security interest in the equity interests of any Person,
        executed by or on behalf of a Client in favor of Borrower in connection with
        a
        Client Loan. 

       

      “Closing
        Date”
means
        the date of the funding of an initial Loan under this Agreement.

       

      “Collateral”
means
        all of Borrower’s assets, including, without limitation, all of the following
        property and interests in property of Borrower, wherever located and whether
        now
        or hereafter existing or now owned or hereafter acquired or arising: (i)
        all
        Receivables; (ii) all Inventory; (iii) all Equipment; (iv) all Contract
        Rights; (v) all General Intangibles and Proprietary Rights; (vi) all Investment
        Property; (vii) each Deposit Account and all certificates of deposit maintained
        with a bank, savings and loan association, credit union or like organization,
        other than an account evidenced by a certificate of deposit that is an
        instrument under the UCC; (viii) all goods and other property, whether or
        not
        delivered, (a) the sale or lease of which gives or purports to give rise
        to any
        Receivable, including, but not limited to, all merchandise returned or rejected
        by or repossessed from customers, or (b) securing any Receivable, including,
        without limitation, all rights as an unpaid vendor or lienor (including,
        without
        limitation, stoppage in transit, replevin and reclamation) with respect to
        such
        goods and other property; (ix) all mortgages, deeds to secure debt and deeds
        of
        trust on real or personal property, guaranties, leases, security agreements,
        and
        other agreements and property which secure or relate to any Receivable or
        other
        Collateral (including the Client Loans), or are acquired for the purpose
        of
        securing and enforcing any item thereof; (x) all documents of title, policies
        and certificates of insurance, securities, chattel paper (including electronic
        chattel paper and tangible chattel paper) and other documents and instruments;
        (xi) all other goods and personal property, whether tangible or intangible,
        wherever located, including money, supporting obligations, letters of credit
        and
        each letter-of-credit right; (xii) all files, correspondence, computer programs,
        tapes, discs and related data processing software which contain information
        identifying or pertaining to any of the Receivables, or any Client, or showing
        the amounts thereof or payments thereon or otherwise necessary or helpful
        in the
        realization thereon or the collection thereof; (xiii) any “commercial tort
        claims” as that term is defined in the UCC; (xiv) all Client Loans and Client
        Loan Documents (and the rights of Borrower to payments thereunder); (xv)
        all
        real property; and (xvi) any and all products and proceeds of the foregoing
        (including, but not limited to, any claim to any item referred to in this
        definition, and any claim against any third party for loss of, damage to
        or
        destruction of any or all of, the Collateral or for proceeds payable under,
        or
        unearned premiums with respect to, policies of insurance) in whatever form,
        including, but not limited to, cash, negotiable instruments and other
        instruments for the payment of money, chattel paper, security agreements
        and
        other documents.

       

      “Commitment”
        means
        the
        commitment of Lender to make the Revolving Loan Advances, subject to the
        terms
        and conditions of this Agreement.

       

      “Contract
        Rights”
means
        any rights under contracts not yet earned by performance and not evidenced
        by an
        instrument or chattel paper.

       

      “Covenant
        Compliance Certificate”
means
        a
        certificate setting forth a calculation of the financial covenants described
        in
Section
        7.6,
        and the
        status of all other monetary covenants set forth in this Agreement.

       

      “Credit
        Facility”
means
        the revolving credit facility established under this Agreement in an aggregate
        amount outstanding at any one time not to exceed the Revolving Credit Limit.
        

       

      “Credit
        Guidelines”
means
        Borrower’s customary credit and underwriting guidelines as of the date hereof as
        set forth in Borrower’s credit and underwriting guidelines manual, a copy of
        which is attached hereto as Exhibit
        “C”,
        as such
        guidelines are amended from time to time, provided
        that
        such amendments shall be approved by Lender in writing in accordance with
        Section
        7.14.

       

      “Default”
means
        an event or condition the occurrence of which would, with the lapse of time
        or
        the giving of notice, or both, become an Event of Default.

       

      “Deposit
        Account”
has
        the
        meaning given to such term in the UCC.

       

      “Deposit
        Account Control Agreement”
means
        the Deposit Account Control Agreement among one or more Borrower, Lender
        and the
        bank named therein, pursuant to which Lender shall have been granted a first
        priority lien and security interest in the deposit account more particularly
        described therein.

       

      “Dollar”,
        “dollar”
and
        “$”
means
        freely transferable United States dollars.

       

      “Eligible
        First Lien Notes”
means
        an Eligible Note payable to Borrower which is secured by a first priority
        mortgage, deed of trust, security deed or similar agreement filed of record
        (or
        in transit to be filed of record) in the appropriate real property records,
        and
        insured by a title insurance policy (including “gap coverage” for the period
        from the Client Loan Closing Date to the date of recording of such mortgage,
        deed of trust, security deed or similar agreement and containing only such
        title
        exceptions as are reasonably acceptable to Lender) issued to Borrower by
        a title
        insurer reasonably acceptable to Lender for the amount of such Client
        Note.

       

      “Eligible
        Notes”
means
        a
        Client Note payable to Borrower which meets all of the following requirements,
        as determined by Lender, and continues to do so until collected in full (unless
        otherwise consented to by Lender in writing):

       

      (a) such
        Client Note evidences a Client Loan made in accordance with Borrower’s Credit
        Guidelines;

       

      (b) with
        respect to real property which is encumbered by a Mortgage securing a Client
        Note that has a principal amount in excess of $5,250,000.00 or, in the case
        of a
        Client Pledge, with respect to real property which is owned by the entity
        that
        is the subject of the Client Pledge and secures a Client Note in excess of
        $5,250,000.00, Borrower shall have delivered to Lender, an appraisal setting
        forth the Retail Appraised Value of such real property, dated as of a recent
        date acceptable to Lender in its sole discretion, and if the lesser of (i)
        the
        outstanding principal amount or (ii) the face amount of such Client Note
        exceeds
        the Retail Appraised Value, then the outstanding principal amount or face
        amount, as applicable, up to the Retail Appraised Value shall be
        eligible;

       

      (c) such
        Client Note is secured by a Mortgage, a Client Pledge, or with Lender’s prior
        written consent, other security acceptable to Lender in its sole discretion;
        

       

      (d) such
        Client Note represents a valid, binding and full recourse obligation of a
        Client, enforceable in accordance with its terms for the amount outstanding
        thereunder without offset, counterclaim or defense (whether actual or alleged),
        and the Client Loan evidenced thereby complies with all applicable state
        and
        federal laws, rules and regulations, including without limitation applicable
        usury laws;

       

      (e) the
        Client executing such Client Note (i) is not and has not been adjudicated
        as
        bankrupt or insolvent, (ii) has not filed a voluntary petition seeking
        reorganization or an arrangement with creditors or taking advantage of or
        seeking any relief under the Bankruptcy Code, or (iii) has not filed an answer
        admitting the material allegations of or consenting to, or permitting default
        in, a petition filed against such Client in any Insolvency
        Proceeding;

       

      (f) 
        (i) no
        payment or obligation under such Client Note is more than fifteen (15) days
        past
        due or delinquent, (ii) such Client Note is otherwise free from default,
        after
        giving effect to any cure periods provided for in such Client Note, except
        as
        provided in clause (i) of this subsection (f), and (iii) to the knowledge
        of
        Borrower, no condition exists that adversely affects the value of such Client
        Note or the Collateral securing such Client Note or the Client’s obligations
        thereunder;

       

      (g) Borrower
        shall be in compliance with all delivery requirements with respect to such
        Client Note set forth in Section
        3.3;

       

      (h) 
        the
        Client Note and the Client Loan evidencing such Client Note shall not violate
        any provision of the Borrower’s partnership agreement or any other agreement
        with Borrower’s public partners; 

       

      (i) such
        Client Note has not been assigned to any other Person; and

       

      (j)
         any
        Indebtedness of the Client to the First Lien Lender (if any) shall not be
        in
        default (after giving effect to any cure period provided in the loan documents
        evidencing the Indebtedness of the First Lien Lender).

       

      For
        purposed of this definition, any Client Note that at any time is or becomes
        an
        Eligible Note but which subsequently fails to meet any of the requirements
        of
        this definition, shall cease to be an Eligible Note (but shall continue to
        be
        part of the Collateral) for so long as the same fails to meet such
        requirements.

       

      “Environmental
        Laws”
means
        all federal, state, local and foreign laws now or hereafter in effect relating
        to pollution or protection of the environment, including laws relating to
        emissions, discharges, releases or threatened releases of pollutants,
        contaminants, chemicals, or industrial, toxic or hazardous substances or
        wastes
        into the environment (including, without limitation, ambient air, surface
        water,
        ground water, or land), or otherwise relating to the manufacture, processing,
        distribution, use, treatment, storage, disposal, removal, transport, or handling
        of pollutants, contaminants, chemicals, or industrial, toxic or hazardous
        substances or wastes, and all regulations, notices or demand letters issued,
        entered, promulgated or approved thereunder.

       

      “Equipment”
has
        the
        meaning given to such term in the UCC. 

       

      “ERISA”
means
        the Employee Retirement Income Security Act of 1974, as in effect from time
        to
        time.

       

      “Escrow
        Account”
has
        the
        meaning given to such term in Section
        4.1.

       

      “Event
        of Default”
means
        an event described in Section
        9.1.

       

      “Excluded
        Taxes”
has
        the
        meaning given to such term in Section
        1.9.

       

      “Executive
        Order No. 13224”
means
        Executive Order No. 13224 on Terrorist Financing, effective September 24,
        2001,
        as the same has been, or shall hereafter be, renewed, extended, amended or
        replaced.

       

      “Fee
        Letter”
means
        the letter agreement dated as of the Closing Date, by and between Borrower
        and
        Lender regarding the Origination Fee to be paid by Borrower to
        Lender.

       

      “Financing
        Statements”
has
        the
        meaning given to such term in the UCC. 

       

      “First
        Lien Lender”
means
        a
        bank or other financial institution or Person (i) that provides a First Lien
        Mortgage to a Client or (ii) who holds a superior position ahead of Borrower
        by
        Lien, agreement or otherwise, with respect to the repayment of the subject
        Client Note or any Mortgage or Lien securing such Client Note. 

       

      “First
        Lien Lender Loan Documents”
means
        the loan documents evidencing Client Indebtedness to a First Lien Lender
        and
        includes, without limitation, any subordination, tri-party or other agreement
        entered into by Borrower in connection therewith. 

       

      “First
        Lien Mortgage”
means
        a
        first priority mortgage, deed of trust, security deed or similar agreement
        provided by a First Lien Lender to a Client to purchase and/or develop for
        sale
        as finished building lots for single-family residential purposes of residential
        real estate and the improvements thereto and with respect to such property,
        Borrower has provided a second priority mortgage, deed of trust, security
        deed
        or similar agreement to permit such Client to purchase and develop such
        property.

       

      “Fiscal
        Quarter”
means
        a
        fiscal quarter of any Fiscal Year.

       

      “Fiscal
        Year”
means
        the fiscal year of Borrower that ends on the last day of December of each
        year.

       

      “GAAP”
means
        generally accepted accounting principles consistently applied and maintained
        throughout the period indicated and, when used with reference to Borrower
        or any
        Subsidiary of Borrower, consistent with the prior financial practices of
        Borrower.

       

      “General
        Intangibles”
has
        the
        meaning given to such term in the UCC.

       

      “General
        Partner”
means
        UMTH Land Development, L.P., a Delaware limited partnership.

       

      “Governmental
        Approvals”
means
        all authorizations, consents, approvals, licenses and exemptions of,
        registrations and filings with, and reports to, all governmental bodies,
        whether
        federal, state, local or foreign national or provincial and all agencies
        thereof.

       

      “Governmental
        Authority”
means
        any federal, state, local or foreign court or governmental agency, authority,
        instrumentality or regulatory body.

       

      “Highest
        Lawful Rate”
means,
        at any given time during which any Obligations shall be outstanding hereunder,
        the maximum nonusurious interest rate, if any, that at any time or from time
        to
        time may be contracted for, taken, reserved, charged or received on the
        indebtedness under this Agreement, under the laws of the State of Texas (or
        the
        law of any other jurisdiction whose laws may be mandatorily applicable
        notwithstanding other provisions of this Agreement and the other Loan
        Documents), or under applicable federal laws that may presently or hereafter
        be
        in effect and which allow a higher maximum nonusurious interest rate than
        under
        the State of Texas or such other jurisdiction’s law, in any case after taking
        into account, to the extent permitted by applicable law, any and all relevant
        payments or charges under this Agreement and any other Loan Documents executed
        in connection herewith, and any available exemptions, exceptions and
        exclusions.

       

      “Indebtedness”
of
        any
        Person means, without duplication, all Liabilities of such Person, and to
        the
        extent not otherwise included in Liabilities, the following: (a) all obligations
        for Money Borrowed or for the deferred purchase price of property or services,
        (b) all obligations (including, during the noncancellable term of any lease
        in
        the nature of a title retention agreement, all future payment obligations
        under
        such lease discounted to their present value in accordance with GAAP) secured
        by
        any Lien to which any property or asset owned or held by such Person is subject,
        whether or not the obligation secured thereby shall have been assumed by
        such
        Person, (c) all obligations of other Persons which such Person has guaranteed,
        including, but not limited to, all obligations of such Person consisting
        of
        recourse liability with respect to accounts receivable sold or otherwise
        disposed of by such Person, and (d) in the case of Borrower (without
        duplication) all Obligations under the Loan Documents.

       

      “Initial
        Term”
means
        the two (2) year period commencing on the Agreement Date, and ending on the
        day
        immediately prior to the second anniversary thereof. 

       

      “Insolvency
        Proceeding”
means
        any proceeding commenced by or against any Person under any provision of
        the
        Bankruptcy Code or under any other state or federal bankruptcy or insolvency
        law, assignments for the benefit of creditors, formal or informal moratoria,
        compositions, extensions generally with creditors, or proceedings seeking
        reorganization, arrangement, or other similar relief.

       

      “Installment”
means,
        with respect to any obligation, each installment of rent under, or payment
        of
        (or in the nature of) principal of, such obligation that is stated or scheduled
        (in accordance with the terms of such obligation) to be due and
        payable.

       

      “Intangible
        Assets”
means,
        with respect to any Person, that portion of the book value of all of such
        Person’s assets that would be treated as intangibles under GAAP.

       

      “Interest
        Expense”
means
        for any period as determined in conformity with GAAP, total interest expense,
        whether paid or accrued or due (including without limitation, in respect
        of the
        Loans and subordinated debt, if any) and payable, including without limitation,
        the interest component of Capital Lease obligations for such period, all
        bank
        fees, and net costs under interest rate contracts. 

       

      “Interest
        Rate”
means
        the Prime Rate. 

       

      “Interested
        Party”
means
        any employee, agent, owner, partner, member, or shareholder of
        Borrower.

       

      “Internal
        Revenue Code”
means
        the Internal Revenue Code of 1986, as in effect from time to time.

       

      “Inventory”
has
        the
        meaning given to such term in the UCC.

       

      “Investment”
means,
        with respect to any Person; (a) the acquisition or ownership by such Person
        of
        any share of capital stock, evidence of Indebtedness (which shall not include
        funds on deposit in demand deposit accounts) or other security issued by
        any
        other Person, (b) any loan, advance or extension of credit to, or contribution
        to the capital of, any other Person, excluding advances to employees in the
        ordinary course of business for business expenses, (c) the obligations of
        any
        other Person that are guaranteed by such Person, (d) any other investment
        in any
        other Person, and (e) any commitment or option to make any of the investments
        listed in clauses (a) through (d) above.

       

      “Investment
        Property”
has
        the
        meaning given to such term in the UCC.

       

      “Lender”
has
        the
        meaning given to such term in the preamble of this Agreement.

       

      “Lender
        UCC Assignment”
means
        a
        properly completed UCC-3 assignment form, assigning to Lender, Borrower’s
        interest in any UCC financing statement filed by or on behalf of Borrower
        in
        connection with a Client Loan.

       

      “Liabilities”
of
        any
        Person means all items (except for items of capital stock, additional paid-in
        capital or retained earnings, or of general contingency or deferred tax
        reserves) which in accordance with GAAP would be included in determining
        total
        liabilities as shown on the liability side of a balance sheet of such Person
        as
        at the date as of which Liabilities are to be determined.

       

      “Lien”
as
        applied to the property of Borrower or any Person means: (a) any mortgage,
        deed
        to secure debt, deed of trust, lien, pledge, charge, lease constituting a
        Capitalized Lease, conditional sale or other title retention agreement, or
        other
        security interest, security title or encumbrance of any kind in respect of
        any
        property of such Person, or upon the income or profits therefrom, (b) any
        arrangement, express or implied, under which any property of such Person
        is
        transferred, sequestered or otherwise identified for the purpose of subjecting
        the same to the payment of Indebtedness or performance of any other obligation
        in priority to the payment of the general, unsecured creditors of such Person,
        and (c) the filing of, or any agreement to give, any financing statement
        under
        the UCC or its equivalent in any jurisdiction, excluding informational financing
        statements relating to property leased by such Person.

       

      “Loan
        Documents”
means
        collectively this Agreement, the Revolving Note, the Security Documents,
        and
        each other instrument, agreement or document executed by Borrower or any
        other
        Person in connection with this Agreement, whether prior to, on or after the
        Agreement Date.

       

      “Loans”
means
        collectively, all Revolving Loan Advances and “Loan” means any individual
        Revolving Loan Advance.

       

      “Materially
        Adverse Effect”
means
        a
        material adverse effect on (a) the business, assets, properties, financial
        condition, contingent liabilities or material agreements of Borrower and
        its
        Subsidiaries, if any, taken as a whole, (b) the value of the Collateral taken
        as
        a whole, (c) the Security Interest or the priority of the Security Interest
        (except to the extent directly caused by the actions of Lender), (d) the
        ability
        of Borrower or any other Obligor to perform any material payment obligations
        under this Agreement or any other Loan Document, or (e) the rights of or
        benefits available to Lender under, or the validity or enforceability of,
        any
        Loan Document.

       

      “Money
        Borrowed”
means,
        as applied to Indebtedness, (a) Indebtedness for money borrowed, (b)
        Indebtedness, whether or not in any such case the same was for money borrowed,
        (i) represented by notes payable, and drafts accepted, that represent extensions
        of credit, (ii) constituting obligations evidenced by bonds, debentures,
        notes or similar instruments, or (iii) upon which interest charges are
        customarily paid or that was issued or assumed as full or partial payment
        for
        property (other than trade credit that is incurred in the ordinary course
        of
        business), (c) Indebtedness that constitutes a Capitalized Lease, and (d)
        Indebtedness that is such by virtue of clause (c) of the definition thereof,
        but
        only to the extent that the obligations guaranteed are obligations that would
        constitute Indebtedness for Money Borrowed.

       

      “Mortgage”
means
        a
        mortgage, deed of trust or security agreement from a Client in favor of Borrower
        and encumbering real property as security for a Client Loan.

       

      “Net
        Proceeds”
means
        proceeds received by Borrower or any of its Subsidiaries in cash from any
        Asset
        Disposition (including, without limitation, payments under notes or other
        debt
        securities received in connection with any Asset Disposition), net of: (a)
        the
        reasonable and necessary transaction costs of such sale, lease, transfer
        or
        other disposition; (b) any tax liability arising from such transaction; and
        (c)
        amounts applied to repayment of Indebtedness (other than the Obligations)
        secured by a Lien on the asset or property disposed.

       

      “Notice
        of Borrowing”
means
        a
        telephonic or electronic notice followed by a confirming same-day written
        notice
        requesting a Borrowing, which is given by telex or facsimile transmission
        in
        accordance with the applicable provisions of this Agreement and which specifies
        (i) the amount of the requested Borrowing, and (ii) the date of the requested
        Borrowing.

       

      “Obligations”
means,
        in each case whether now in existence or hereafter arising, (a) the principal
        of, and interest and premium, if any, on, the Loans, and (b) all indebtedness,
        liabilities, obligations, covenants and duties of Borrower to Lender of every
        kind, nature and description arising under this Agreement, or any of the
        other
        Loan Documents, or in connection with the Credit Facility, whether direct
        or
        indirect, absolute or contingent, due or not due, contractual or tortious,
        liquidated or unliquidated, and whether or not evidenced by any note, and
        whether or not for the payment of money, including without limitation, fees
        and
        expenses required to be paid or reimbursed pursuant to this
        Agreement.

       

      “Obligor”
means
        Borrower and any Person who may now or in the future guaranty the payment
        and
        performance of the whole or any part of the Obligations.

       

      “Origination
        Fee”
means
        the non-refundable Origination Fee required to be paid by Borrower as described
        in the Fee Letter.

       

      “Overadvance”
means,
        as of any date of determination, the amount, if any, by which the outstanding
        principal balance of Revolving Loan Advances exceeds the lesser of (a) the
        Revolving Credit Limit, or (b) the Borrowing Base.

       

      “Payment
        Taxes”
has
        the
        meaning given to such term in Section
        1.9(a).

       

      “Permitted
        Disbursements”
has
        the
        meaning given to such term in Section
        4.1. 

       

      “Permitted
        Liens”
means:
        (a) Liens securing taxes, assessments and other governmental charges or levies
        (excluding any Lien imposed pursuant to any of the provisions of ERISA) or
        the
        claims of materialmen, mechanics, carriers, warehousemen or landlords for
        labor,
        materials, supplies or rentals incurred in the ordinary course of business,
        but
        (i) in all cases only if payment shall not at the time be required to be
        made or
        which are being diligently contested in good faith by the Borrower by
        appropriate proceedings; provided
        that in
        any such case an adequate reserve is being maintained by Borrower for the
        payment of the same in accordance with GAAP, and (ii) in the case of
        warehousemen or landlords, only if such liens are junior to the Security
        Interest in any of the Collateral, (b) Liens consisting of deposits or pledges
        made in the ordinary course of business in connection with, or to secure
        payment
        of, obligations under workers’ compensation, unemployment insurance or similar
        legislation or under payment or performance bonds, (c) other Liens on real
        property owned by Borrower in the nature of zoning restrictions, easements,
        and
        rights or restrictions of record on the use of real property, which do not
        materially detract from the value of such property or impair the use thereof
        in
        the business of Borrower, (d) purchase money Liens, (e) Liens of Lender arising
        under this Agreement and the other Loan Documents, (f) in the case of Mortgages,
        Liens in favor of any related First Lien Lender, and (g) Subordinate Liens
        in
        favor of Borrower. 

       

      “Person”
means
        any individual, limited liability company, corporation, partnership,
        association, trust or unincorporated organization, or a government or any
        agency
        or political subdivision thereof.

       

      “Plan”
means
        any employee benefit plan as defined in Section 3(3) of ERISA in respect
        of
        which Borrower or any Subsidiary of Borrower is, or within the immediately
        preceding six years was, an “employer” as defined in Section 3(5) of
        ERISA.

       

      “Pledge
        Agreement”
means
        each Pledge Agreement pursuant to which the General Partner and Borrower,
        and/or
        any Subsidiary of Borrower pledge their respective equity interests in any
        Subsidiary or Client Joint Venture to Lender, in each case in favor of Lender
        and in each case in form and substance satisfactory to Lender.

       

      “Prime
        Rate”
means
        for any day the prime rate of interest in effect for such day as reported
        by
The
        Wall Street Journal,
        and, if
        such rate is no longer published by The
        Wall Street Journal,
        that
        rate as published by a comparable publication designated by Lender as a
        substitute therefor. Any change in any interest rate provided for in this
        Agreement based upon the Prime Rate shall take effect as of the time of the
        change of the Prime Rate.

       

      “Proprietary
        Rights”
means
        all of Borrower’s now owned and hereafter arising or acquired patents, patent
        applications, inventions and improvements, copyrights, copyright applications,
        literary rights, trademarks, trademark applications, trade names, trade secrets,
        service marks, data bases, computer software and software systems, including
        the
        source and object codes, information systems, discs, tapes, customer lists,
        telephone numbers, credit memoranda, goodwill, licenses, and other intangible
        property, and all other rights under any of the foregoing, all extensions,
        renewals, reissues, divisions, continuations, and continuations-in-part of
        any
        of the foregoing, all income, royalties, damages, claims and payments now
        or
        hereafter due and/or payable under or with respect thereto, including without
        limitation, damages and payments for past and future infringement thereof,
        all
        rights to sue for past, present and future infringement of any of the foregoing
        and all rights corresponding to any of the foregoing throughout the
        world.

       

      “Receivable”
means
        and includes (a) any and all rights to the payment of money or other forms
        of
        consideration of any kind (whether classified under the UCC as Accounts,
        contract rights, chattel paper, general intangibles, or otherwise) including,
        but not limited to, payments under the Client Notes, Accounts, Letters-of-credit
        rights, chattel paper, tax refunds, insurance proceeds, Contract Rights,
        notes,
        drafts, instruments, documents, acceptances, and all other debts, obligations
        and liabilities in whatever form from any Person, (b) all guarantees, security
        and Liens for payment thereof, (c) all goods, whether now owned or
        hereafter acquired, and whether sold, delivered, undelivered, in transit
        or
        returned, which may be represented by, or the sale or lease of which may
        have
        given rise to, any such right to payment or other debt, obligation or liability,
        and (d) all proceeds of any of the foregoing.

       

      “Reportable
        Event”
has
        the
        meaning set forth in Section 4043(b) of ERISA, but shall not include a
        Reportable Event as to which the provision for thirty (30) days notice to
        the
        PBGC is waived under applicable regulations.

       

      “Reserves”
means
        reserves established against the amount of the Revolving Loan Advances, which
        Lender in the exercise of its sole discretion, deems necessary to ensure
        payment
        of the Obligations.

       

      “Retail
        Appraised Value”
means
        the value (determined by an Appraiser) of the real property securing the
        Client
        Loans evidenced by Eligible Notes based on the market value of the finished
        sites sold to a merchant builder reflecting all estimated costs to carry
        and
        sell the finished building lots.

       

      “Revenues”
means
        (a) all money, funds, cash, proceeds, or payments of any kind received by
        Borrower and its Subsidiaries, if any, from all sources, including without
        limitation, all proceeds of Collateral, including Net Proceeds, insurance
        proceeds, and all proceeds from the sale of Collateral, whether received
        in
        cash, by check, by other instrument, or otherwise and (b) all proceeds of
        Collateral received by any General Partner, including Net Proceeds, insurance
        proceeds, and all proceeds from the sale of Collateral, whether received
        in
        cash, by check, by other instrument, or otherwise.

       

      “Revolving
        Credit Limit”
means
        the Credit Facility established under this Agreement in an aggregate principal
        amount outstanding at any one time not to exceed $10,000,000, subject to
        the
        terms and conditions of this Agreement, or such lesser or greater amount
        as
        shall be agreed upon from time to time in writing by Lender and
        Borrower.

       

      “Revolving
        Loan Advance”
means
        a
        revolving loan made to Borrower pursuant to this Agreement and “Revolving
        Loan Advances”
means
        more than one Revolving Loan Advance and, collectively, all Revolving Loan
        Advances.

       

      “Revolving
        Note”
means
        the promissory note issued by Borrower to Lender in the form attached hereto
        as
Exhibit “B”,
        as the
        same may be amended, restated, supplemented, or otherwise modified from time
        to
        time.

       

      “Security”
has
        the
        meaning given to such term in Section 2(1) of the Securities Act of 1933,
        as
        amended.

       

      “Security
        Documents”
means
        each of the following: (a) the Financing Statements, (b) the Pledge
        Agreements, (c) the Deposit Account Control Agreement, (d) each Assignment
        of
        Note and (e) each other writing executed and delivered by Borrower or any
        other
        Obligor securing the Obligations or any part thereof. 

       

      “Security
        Interest”
means
        the Liens of Lender on and in the Collateral created or affected hereby or
        by
        any of the Security Documents or pursuant to the terms hereof or
        thereof.

       

      “Settlement
        Period”
means
        each week, or such lesser period or periods as Lender shall
        determine.

       

      “Subordinated
        Indebtedness”
means
        any Indebtedness for Money Borrowed of Borrower that is expressly subordinated
        to the Obligations on terms and conditions acceptable to Lender in its sole
        discretion.

       

      “Subsidiary”
means,
        (a) when used to determine the relationship of a Person to another Person,
        a
        Person of which an aggregate of fifty percent (50%) or more of the stock
        of any
        class or classes or fifty percent (50%) or more of other ownership interests
        is
        owned of record or beneficially by such other Person, or by one or more
        Subsidiaries of such other Person, or by such other Person and one or more
        Subsidiaries of such Person, (i) if the holders of such stock, or other
        ownership interests, (A) are ordinarily, in the absence of contingencies,
        entitled to vote for the election of a majority of the directors (or other
        individuals performing similar functions) of such Person, even though the
        right
        so to vote has been suspended by the happening of such a contingency, or
        (B) are
        entitled, as such holders, to vote for the election of a majority of the
        directors (or individuals performing similar functions) of such Person, whether
        or not the right so to vote exists by reason of the happening of a contingency,
        or (ii) in the case of such other ownership interests, if such ownership
        interests constitute a majority voting interest, and (b) when used with
        respect to a Plan, ERISA or a provision of the Internal Revenue Code pertaining
        to employee benefit plans, any other corporation, trade or business (whether
        or
        not incorporated) which is under common control with Borrower and is treated
        as
        a single employer with Borrower under Section 414(b) or (c) of the Internal
        Revenue Code and the regulations thereunder.

       

      “Taxes”
means
        any federal, state, local or foreign income, sales, use, transfer, payroll,
        personal, property, occupancy, franchise or other tax, levy, impost, fee,
        imposition, assessment or similar charge, together with any interest or
        penalties thereon.

       

      “Termination
        Date”
means
        the earliest to occur of: (a) the end of the Initial Term, or such later
        date as
        to which the same may be extended pursuant to the provisions of Section
        1.6,
        (b) such date as the Obligations shall have been accelerated pursuant to
        the provisions of Section 9.2,
        or (c)
        such date as all Obligations shall have been indefeasibly paid in full and
        the
        Credit Facility shall have been terminated.

       

      “Termination
        Event”
means
        (a) a Reportable Event, (b) the filing of a notice of intent to terminate
        a
        Plan, or the treatment of a Plan amendment as a termination, under
        Section 4041(c) of ERISA, (c) the institution of proceedings to terminate a
        Plan by the PBGC under Section 4042 of ERISA, or (d) the appointment of a
        trustee to administer any Plan.

       

      “UCC”
means
        the Uniform Commercial Code as in effect from time to time in the state of
        Texas.

       

      “UMT”
means
        UMT Services, Inc., a Delaware corporation and the general partner of the
        General Partner.

       

      “Unfinanced
        Capital Expenditures”
means
        Capital Expenditures that are not funded or financed (i) with the proceeds
        of
        any Borrowing under this Agreement or (ii) with the proceeds of any purchase
        money Indebtedness or other third party Indebtedness.

       

      “USA
        Patriot Act”
means
        the Uniting and Strengthening America by Providing Appropriate Tools Required
        to
        Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, Publ. No. 107-56,
        Stat. 272 (2001), as in effect from time to time.

       

      General.
        Unless
        otherwise defined, all terms used in this Agreement that are defined in the
        UCC
        shall have the meaning given them in the UCC. All terms of an accounting
        nature
        not specifically defined in this Agreement shall have the meaning ascribed
        them
        by GAAP. References to any legislation or statute or code, or to any provision
        thereof, shall include any modification or reenactment of, or any legislative,
        statutory or code provision substituted for, such legislation, statute or
        code
        or provision thereof. The words “hereof”, “herein” and “hereunder” and words of
        similar import when used in this Agreement shall refer to the Agreement as
        a
        whole and not to any particular provision of this Agreement, unless otherwise
        specifically provided. References in this Agreement to “Articles”, “Sections”,
“Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits
        of or to this Agreement unless otherwise specifically provided. Any of the
        terms
        defined in this Section may, unless the context otherwise requires, be used
        in
        the singular or plural depending on the reference. “Include”, “includes” and
“including” shall be deemed to be followed by “without limitation” whether or
        not they are in fact followed by such words or words of like import. “Writing”,
“written” and comparable terms refer to printing, typing, computer disk, e-mail
        and other means of reproducing words in a visible form. References to any
        agreement or contract are to such agreement or contract as amended, modified
        or
        supplemented from time to time in accordance with the terms hereof and thereof.
        References to any Person include the successors and permitted assigns of
        such
        Person. References “from” or “through” any date mean, unless otherwise
        specified, “from and including” or “through and including”, respectively.


       

      ARTICLE
        I -   LOANS,
        RENEWAL AND TERMINATION

       

      1.1  Credit
        Facility.
        

       

      (a)  Revolving
        Credit Commitment.
        Lender
        agrees, for so long as no Default or Event of Default exists and subject
        to the
        terms of this Agreement (including the provisions of Article
        VIII
        hereof),
        to make Loans and other financial accommodations to Borrower in an aggregate
        amount up to, but not exceeding, the lesser of: (i) the Revolving Credit
        Limit;
        or (ii) the Borrowing Base. The aggregate balance of Revolving Loan
        Advances shall not at any time exceed the Revolving Credit Limit at any time.
        Lender shall not be obligated to make available, any Revolving Loan Advances
        to
        Borrower to the extent such Revolving Loan Advance when added to the then
        outstanding Revolving Loan Advances would cause the aggregate outstanding
        Revolving Loan Advances to exceed the Borrowing Base. If at any time the
        amount
        of all Revolving Loan Advances outstanding exceeds the lesser of (i) the
        Revolving Credit Limit and (ii) the Borrowing Base, Borrower immediately
        shall
        make a mandatory prepayment to Lender for the ratable benefit of Lender in
        an
        amount not less than such excess within five (5) Business Days after the
        date
        such excess occurred.

       

      (b)  Revolving
        Note.
        The
        obligations of Borrower to repay the Revolving Loan Advances to Lender and
        to
        pay interest thereon shall be evidenced by a separate Revolving Note to Lender.
        The Revolving Note shall be in a principal amount equal to the Revolving
        Credit
        Limit and shall represent the obligation of Borrower to pay Lender the Revolving
        Credit Limit or, if less, the aggregate unpaid principal amount of all Revolving
        Loans made by Lender hereunder, plus
        interest
        accrued thereon, as set forth herein. Borrower irrevocably authorizes Lender
        to
        make or cause to be made appropriate notations on the Revolving Note, or
        on a
        record pertaining thereto, reflecting Revolving Loan Advances and repayments
        thereof. The outstanding amount of the Revolving Loan Advances set forth
        on
        Lender’s Revolving Note or record shall be conclusive evidence of the principal
        amount thereof owing and unpaid to Lender, absent manifest error, but the
        failure to make such notation or record, or any error in such notation or
        record
        shall not limit or otherwise affect the obligations of Borrower hereunder
        or
        under the Revolving Note to make payments of principal of or interest on
        the
        Revolving Note when due. Any of the foregoing to the contrary notwithstanding,
        any lack of Lender’s request to be issued the Revolving Note shall not, in any
        manner, diminish Borrower’s obligation to repay the Revolving Loan Advances made
        by Lender, together with all other amounts owing to Lender by
        Borrower.

       

      1.2  Borrowing
        Procedures.

       

      (a)  Each
        request for a Revolving Loan Advance shall be made by a transmission to Lender
        of a Notice of Borrowing from Borrower, given not later than 12:00 noon Dallas,
        Texas time on a Business Day and shall be accompanied by a complete, accurate
        and current Borrowing Base Certificate, and shall be confirmed by Borrower
        with
        Lender by telephone; provided,
        that
        Lender shall at any time have the right to review and adjust, in the exercise
        of
        its sole discretion, any calculation set forth in the Borrowing Base Certificate
        or the Notice of Borrowing (i) to reflect Lender’s reasonable estimate of
        declines in value of any of the Collateral described in such Borrowing Base
        Certificate, and (ii) to the extent such calculation is not in accordance
        with
        this Agreement. Revolving Loan Advances may be repaid and reborrowed in
        accordance with the provisions hereof. Upon fulfillment of the conditions
        set
        forth in Article
        VIII
        for such
        Borrowing, Lender will make such funds available to Borrower at the Lender
        account specified by Borrower in such Notice of Borrowing.

       

      1.3  Interest.

       

      (a)  Interest
        shall accrue on the outstanding principal balance of the Loans at the Interest
        Rate. All interest accrued on the outstanding principal balance of the Loans
        shall be calculated on the basis of a year of three hundred sixty (360) days
        and
        the actual number of days elapsed in each month. Accrued interest shall be
        added
        to the outstanding principal balance of the Loans on the first Business Day
        of
        each calendar month following the month in which such interest accrues.


       

      (b)  Upon
        the
        occurrence and during the continuation of an Event of Default, which Event
        of
        Default is not cured to the satisfaction of Lender within ten (10) days from
        the
        date such Event of Default first occurred, the unpaid principal balance of
        the
        Revolving Loan Advances shall bear interest at a per annum rate equal to
        the
        Interest Rate plus two percent (2%) per annum effective as of and from the
        date
        such Event of Default first occurred, as determined by Lender.

       

      1.4  Charges
        to Loan Account.
        At
        Lender’s option, exercised in Lender’s sole discretion, Lender may (a) deduct
        the aggregate amount of principal, interest, fees, costs, expenses, and other
        charges and amounts provided for in this Agreement or in any other Loan
        Documents from any Revolving Loan Advance on the due date thereof, (b) treat
        such amounts as a Revolving Loan Advance or (c) disburse such amount by way
        of
        direct payment, which such disbursement shall be deemed to be a Revolving
        Loan
        Advance.

       

      1.5  Renewal
        and Termination.
        

       

      (a)  This
        Agreement and the Commitment made hereunder shall expire on the Termination
        Date. Borrower may terminate this Agreement on a date other than the Termination
        Date, by no less than ten (10) days’ written notice of such termination to
        Lender and payment to Lender of all payments due upon such termination, as
        provided in this Agreement. Lender may terminate this Agreement at any time
        during the existence of an Event of Default.

       

      (b)  Upon
        the
        termination of this Agreement for any reason as herein provided, Borrower
        shall
        be required to pay, discharge and satisfy, no later than the effective date
        of
        such termination, the Loans, all accrued and unpaid interest and fees, and
        all
        other non-contingent Obligations outstanding.

       

      (c)  Notwithstanding
        the payment in full of the Loans, all accrued and unpaid interest and fees,
        and
        all other non-contingent Obligations outstanding, Lender shall not be required
        to terminate its Security Interests unless, with respect to any loss or damage
        Lender may incur as a result of dishonored checks or other items of payment
        received by Lender from Borrower or any Client and applied to the Obligations,
        Lender shall (i) have received a written agreement, executed by Borrower
        and by
        any Person whose loans or other advances to Borrower are used in whole or
        in
        part to satisfy the Obligations, indemnifying Lender from any such loss or
        damage; or (ii) have retained such monetary reserves and its Security Interest
        for such period of time as Lender, in its sole discretion, may deem necessary
        to
        protect it from any such loss or damage.

       

          1.6  Payments
        by Borrower.
        Borrower
        shall make each payment hereunder and under the Revolving Note not later
        than
        12:00 noon Dallas, Texas time on the day when due. Payments made by Borrower
        to
        Lender shall be in Dollars at its address referred to in Section
        11.6
        in
        immediately available funds without deduction, withholding, setoff or
        counterclaim. 

       

      1.7  Taxes.

       

      (a)  All
        payments made by Borrower hereunder or under the Revolving Note will be made
        free and clear of, and without deduction or withholding for, any present
        or
        future taxes, levies, imposts, duties, fees, assessments or other charges
        of
        whatever nature now or hereafter imposed by any Governmental Authority or
        by any
        political subdivision or taxing authority thereof or therein with respect
        to
        such payments (but excluding any tax imposed on or measured by the net income
        or
        profits or gross receipts of Lender pursuant to the laws of the United States
        or
        the jurisdiction in which it is organized or the jurisdiction in which the
        principal office or applicable lending office of Lender is located or any
        subdivision thereof or therein (the “Excluded
        Taxes”))
        and
        all interest, penalties or similar liabilities with respect thereto (all
        such
        non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
        being referred to collectively as “Payment
        Taxes”).
        If
        any Payment Taxes are so levied or imposed, Borrower agrees to pay the full
        amount of such Payment Taxes, and such additional amounts as may be necessary
        so
        that every payment of all amounts due under this Agreement or any other Loan
        Document, after withholding or deduction for or on account of any Payment
        Taxes,
        will not be less than the amount provided for herein or therein. Borrower
        agrees
        to indemnify and hold harmless Lender, and reimburse Lender upon its written
        request, for the amount of any Payment Taxes so levied or imposed and paid
        by
        Lender.

       

      (b)  In
        addition, Borrower agrees to pay any present or future stamp, documentary,
        privilege, intangible or similar Taxes or any other excise or property Taxes,
        charges or similar levies that arise at any time or from time to time (other
        than Excluded Taxes) (i) from any payment made under any and all Loan Documents,
        (ii) from the execution or delivery by Borrower of, or from the filing or
        recording or maintenance of, or otherwise with respect to, any and all Loan
        Documents (hereinafter referred to as “Other
        Taxes”).

       

      (c)  Borrower
        will indemnify Lender for the full amount of Payment Taxes (including, without
        duplication, any Payment Taxes imposed by any jurisdiction on amounts payable
        under this Section
        1.7),
        subject to the exclusion set out in the first sentence of Section
        1.7(a),
        and
        will indemnify Lender for the full amount of Other Taxes (including, without
        duplication, any Payment Taxes imposed by any jurisdiction on amounts payable
        under this Section
        1.7)
        paid by
        Lender in respect of payments made or to be made hereunder, and any liability
        (including penalties, interest and expenses) arising solely therefrom or
        with
        respect thereto, whether or not such Payment Taxes or Other Taxes were correctly
        or legally asserted. Payment of this indemnification shall be made within
        thirty
        (30) days from the date Lender makes written demand therefor.

       

      (d)  Within
        thirty (30) days after the date of any payment of Payment Taxes or Other
        Taxes,
        Borrower shall furnish to Lender, at its address referred to in Section 11.6,
        the
        original or certified copy of a receipt evidencing payment thereof.

       

      (e)  Without
        prejudice to the survival of any other agreement of Borrower hereunder, the
        agreements and obligations of Borrower contained in this Section
        1.7
        shall
        survive the payment in full of all Obligations hereunder and under the Revolving
        Note.

       

      ARTICLE
        II -   FEES

       

      2.1  Closing
        Date Fees.
        On
        the
        Closing Date, Borrower shall pay to Lender the Origination Fee in accordance
        with the terms of the Fee Letter.

       

      2.2  Audit
        Fees.
        For
        each field examination and audit of the books, records and other assets of
        Borrower, in each case performed by one or more agents of Lender, Borrower
        shall
        pay to Lender all reasonable costs and expenses incurred by Lender in connection
        with its agents performing and/or summarizing the results of such examination
        (including all necessary travel time). Audits shall be performed by Lender
        no
        less frequently than quarterly and, upon the occurrence of an Event of Default,
        as often as Lender shall require in its sole discretion, and each audit fee
        shall be payable by Borrower to Lender on Lender’s demand therefor.

       

      2.3  Costs
        and Expenses.
        Borrower agrees to reimburse Lender for all reasonable out-of-pocket expenses
        incurred by Lender in connection with the Loans, including, but not limited
        to,
        filing fees, tax, lien and judgment search fees, fees of outside auditors,
        bank
        fees, outside attorneys’ fees, servicing fees, appraisal fees, environmental
        report fees and any other reasonable fees or expenses. 

       

      ARTICLE
        III -   GRANT
        OF SECURITY INTEREST

       

      3.1  Grant
        of Security Interest.
        To
        secure the payment, performance and observance of the Obligations, Borrower
        grants, and hereby assigns, mortgages, and pledges, to Lender, all of the
        Collateral, and grants to Lender, a continuing security interest in, and
        a Lien
        upon, and a right of set off against, all of the Collateral.

       

      3.2  Continued
        Priority of Security Interest.

       

      (a)  The
        Security Interest granted by Borrower shall at all times be valid, perfected
        and
        enforceable against Borrower and all third parties in accordance with the
        terms
        of this Agreement, as security for the Obligations, and the Collateral shall
        not
        be at any time subject to any Liens that are prior to, or on parity with
        or
        junior to the Security Interest, other than Permitted Liens. 

       

      (b)  Borrower
        shall, at it sole cost and expense, take all action that may be necessary
        or
        desirable, or that either Lender may reasonably request, so as at all times
        to
        maintain the validity, perfection, enforceability and rank of the Security
        Interest in the Collateral in conformity with the requirements of Article
        III,
        or to
        enable Lender to exercise or enforce its rights hereunder.

       

      (c)  Borrower
        covenants and agrees that from and after the Agreement Date and until the
        Termination Date, subject to Sections
        3.3
        and
3.4:

       

      (i)  In
        the
        event that any Collateral, including proceeds, is evidenced by or consists
        of
        negotiable collateral (including without limitation letters of credit,
        letter-of-credit rights, instruments, promissory notes, draft documents or
        chattel paper, including electronic and tangible chattel paper, and if and
        to
        the extent that perfection or priority of Lender’s security interest is
        dependent on or enhanced by possession, Borrower, immediately upon the request
        of Lender, shall endorse and deliver physical possession of such negotiable
        collateral or chattel paper to Lender;

       

      (ii)  Borrower
        shall take all steps reasonably necessary to grant Lender control of all
        electronic chattel paper in accordance with the UCC and all “transferable
        records” as defined in each of the Uniform Electronic Transaction Act and the
        Electronic Signatures in Global and National Commerce Act; and

       

      (iii)  if
        Borrower retains possession of any chattel paper or instruments with Lender’s
        consent, such chattel paper and instruments shall be marked with the following
        legend: “This writing and the obligations evidenced or secured thereby are
        subject to the security interest of Premier Bank.”

       

      (d)  At
        any
        time upon the request of Lender, Borrower shall execute (or cause to be
        executed) and deliver to Lender, any and all financing statements, original
        financing statements in lieu of continuation statements, fixture filings,
        security agreements, pledges, assignments, endorsements of certificates of
        title, and all other documents (the “Additional
        Documents”)
        upon
        which Borrower’s signature may be required that Lender may request in its sole
        discretion, in form and substance satisfactory to Lender, to perfect and
        continue the perfection of or better perfect Lender’s Liens in the Collateral
        (whether now owned or hereafter arising or acquired), and in order to consummate
        fully all of the transactions contemplated hereby and under the other Loan
        Documents. To the maximum extent permitted by Applicable Law, Borrower
        authorizes Lender to execute any such Additional Documents in Borrower’s name
        and authorizes Lender to file such executed Additional Documents in any
        appropriate filing office. Borrower authorizes Lender to transmit, communicate
        or, as applicable, file any financing statement under the UCC, record, in-lieu
        financing statement, amendment, correction statement, continuation statement,
        termination statement or other instrument describing the Collateral as defined
        herein, as “all personal property of Debtor” or “all assets of Debtor” or words
        of similar effect in such jurisdictions and in such filing offices as Lender
        may
        deem necessary or desirable in order to perfect any security interest granted
        by
        Borrower under this Agreement and the other Loan Documents without signature.
        Borrower hereby ratifies, to the extent necessary, Lender’s authorization to
        file a financing statement, if such financing statement has been pre-filed
        by
        Lender prior to the Agreement Date. Prior to repayment in full and final
        discharge of the Obligations, Borrower shall not terminate, amend or file
        a
        correction statement with respect to any financing statement filed pursuant
        to
        this Section 3.2(d)
        without
        Lender’s prior written consent.

       

      (e)  Borrower
        shall promptly notify Lender in writing upon incurring or otherwise obtaining
        a
        commercial tort claim, as that term is defined in the UCC, after the date
        hereof
        against any third party and, upon request of Lender, authorize the filing
        of
        additional or amendments to existing financing statements and do such other
        acts
        or things deemed necessary or desirable by Lender to give Lender a security
        interest in any such commercial tort claim.

       

      (f)  Borrower
        shall mark its books and records as directed by Lender and as may be necessary
        or appropriate to evidence, protect and perfect the Security Interest and
        shall
        cause its financial statements to reflect the Security Interest by appropriate
        footnote.

       

      3.3  Delivery
        of Client Notes, Client Loan Documents and Other Documentation.
        

       

      (a)  Within
        one (1) Business Day after each Client Loan Closing Date, Borrower shall
        properly endorse such Client Note to Lender pursuant to an Allonge and deliver
        to Lender, the original duly executed Client Note, together with the original
        duly executed Allonge, to Lender.

       

      (b)  If
        a
        Mortgage secures a Client Note, then (i) within one (1) Business Day following
        the Client Loan Closing Date, Borrower shall deliver to Lender, the original
        duly executed and notarized Assignment of Note (containing a blank line for
        the
        recording information to be completed upon recording of the Mortgage), and
        (ii)
        within one (1) Business Day following Borrower’s receipt of the recorded
        Mortgage, Borrower shall have delivered to Lender a complete copy of the
        recorded Mortgage and the recording information for the Mortgage to be completed
        on the Assignment of Note a duly executed and notarized Assignment of Note,
        including the page and volume and/or document recording information for the
        Mortgage.

       

      (c)  If
        a
        Client Pledge secures a Client Note, then within one (1) Business Day following
        the Client Loan Closing Date, Borrower shall deliver to Lender, the original
        duly executed stock power(s) and assignment(s) of partnership interests and/or
        membership interests, as applicable, and (ii) within one (1) day following
        Borrower’s receipt of the original stock certificate(s), if any, pledged to
        secure such Client Note, Borrower shall deliver to Lender such original stock
        certificate(s). 

       

      (d)  Within
        five (5) Business Days following the Client Loan Closing Date, Borrower shall
        deliver to Lender, copies of the Client Loan Documents relating to such Client
        Note (other than the Client Note, the Mortgage, the stock power(s),
        assignment(s) of partnership interests and assignment(s) of membership
        interests, as applicable, which are required to be delivered to Lender in
        accordance with the provisions set forth in subsections (a), (b) and (c)
        above).

       

      (e)  If
        a
        Client Note is secured by one or more UCC Lien(s), then within one
        (1)
        Business Day following Borrower’s receipt of the UCC recording
        confirmation, Borrower
        shall deliver to Lender, the duly completed Lender UCC Assignments with respect
        to such UCC Lien(s).

       

      (f)  In
        the
        case of Client Notes secured by Mortgages, Borrower shall deliver to Lender,
        (i)
        within one (1) Business Day following the Client Loan Closing Date, a copy
        of
        the mortgagee title commitment for issuance of a mortgagee title policy for
        the
        benefit of Borrower, and (ii) within sixty (60) days after the Client Loan
        Closing Date, Borrower shall deliver to Lender, a copy of the issued mortgagee
        title policy

       

      (g)  For
        each
        Client Note, Borrower shall deliver to Lender, within five (5) Business Days
        following the Client Loan Closing Date, a copy of the Client’s insurance
        certificate and an endorsement of such insurance certificate to Borrower,
        and
        copies of the Client’s financial statements or other documentation of credit
        worthiness acceptable to Lender. 

       

      3.4  Client
        Loan Documents.
        All
        Client Loan Documents entered into after the Closing Date shall contain (by
        way
        of stamp or other method satisfactory to Lender) the following language:
“THIS
        DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS
        COLLATERAL TO, PREMIER BANK AND ITS SUCCESSORS AND ASSIGNS.”

       

      3.5  Appraisals.
        Lender
        shall have the right, in its sole discretion, to have any and all Collateral,
        including, without limitation, all real property, Client Joint Ventures,
        Mortgages and real property underlying Mortgages and Client Pledges, appraised
        by a qualified appraisal company selected by Lender from time to time after
        the
        Closing Date. Borrower shall be responsible for the cost of any appraisal
        conducted by Lender. 

       

      ARTICLE
        IV -   ACCOUNTS;
        PROCEEDS AND COLLECTIONS

       

      4.1  Escrow
        Account; Clearing Account; Proceeds.
        Within
        thirty (30) days after the Closing Date, Borrower shall establish the following
        accounts with Lender: (i) an escrow account into which the subscription proceeds
        from Borrower’s public offering shall be deposited (the “Escrow
        Account”),
        which
        shall replace Borrower’s escrow account No. 8045087080 currently with Colonial
        Bank established for the same purpose; and (ii) a clearing account into which
        the proceeds of the Escrow Account shall be deposited, which from which fees
        and
        expenses associated with the offering are paid to certain third parties and
        Affiliates of Borrower in the aggregate amount of twelve percent of subscription
        proceeds, and from which the remaining eighty-eight percent of subscription
        proceeds are disbursed into the operating account of Borrower (the “Clearing
        Account”),
        which
        shall replace clearing account No. 8045087020 currently with Colonial Bank
        established for the same purpose. Notwithstanding the foregoing provisions
        of
        this Section
        4.1,
        if
        Lender is unable to establish procedures adequate to service Borrower’s needs
        for the Escrow Account and the Clearing Account, then Borrower may maintain
        its
        Escrow Account and Clearing Account at Colonial Bank or another financial
        institution reasonably acceptable to lender’ provided, however, that Colonial
        Bank or such other financial institution maintaining the Escrow Account and
        the
        Clearing Account shall have entered into a Deposit Account Control Agreement
        with Lender and Borrower with respect to the Clearing Account. The Clearing
        Account, whether established with Lender or with Colonial Bank pursuant to
        a
        Deposit Control Account Agreement, is and shall be, at all times while this
        Agreement is in effect, a Cash Concentration Account. Borrower shall deposit
        all
        proceeds of the Escrow Account, including all proceeds from the sale of
        partnership interests in Borrower in connection with its public offering,
        in the
        Clearing Account immediately upon release of such proceeds from the Escrow
        Account. The receipt of any payment item by Lender (whether from transfers
        to
        Lender pursuant to a Deposit Account Control Agreement or otherwise) shall
        not
        be considered a payment on account unless such payment item is a wire transfer
        of immediately available federal funds made to Lender’s account or unless the
        payment item is a check and is deposited with Lender at Lender’s office or
        deposited electronically through Lender’s remote capture system. Anything to the
        contrary contained in this Agreement notwithstanding, any payment item shall
        be
        deemed received by Lender only if it is received into Lender’s account on a
        Business Day on or before 4:00 p.m. (Dallas, Texas time). 

       

      4.2  Collection
        of Proceeds from Clearing Account.

       

      (a)  Borrower
        shall promptly deposit or cause to be deposited all proceeds of the Escrow
        Account into the Clearing Account after release of such proceeds from escrow.
        Borrower shall be entitled to make the following disbursements from the Clearing
        Account (the “Permitted
        Disbursements”):
        (i)
        non-Affiliate offering expenses in an aggregate amount not to exceed
        9.7% of
        each
        deposit of proceeds from the Escrow Account, and (ii) Affiliate offering
        expenses in an aggregate amount not to exceed 2.3% of each deposit of proceeds
        from the Escrow Account. If Borrower receives any proceeds of the Escrow
        Account
        excluding Permitted Disbursements, upon receipt by Borrower of any such proceeds
        of the Escrow Account, Borrower shall receive such payments as Lender’s trustee,
        and Borrower shall within one (1) Business Day deliver such payments to Lender
        in their original form duly endorsed in blank. Borrower agrees that all payments
        made to the Clearing Account, excluding the Permitted Disbursements but only
        to
        the extent set forth in this Section
        4.2,
        shall
        be subject to Lender’s sole control and shall be treated as payments to Lender
        in respect of the Obligations and therefore shall constitute the property
        of
        Lender to the extent of the amount of the outstanding Obligations. 

       

      (b)  Lender,
        or its designee may, in Lender’s sole discretion, at any time during which a
        Default or an Event of Default exists, notify Clients of the Security Interest
        in the Collateral and collect Receivables directly from Clients and charge
        the
        collection costs and expenses to Borrower as additional Loans. Whether or
        not a
        Default or an Event of Default has occurred, any of Lender’s officers, employees
        or agents shall have the right, at any time or times hereafter, in the name
        of
        Lender, any designee of Lender, or Borrower, to verify the validity, amount
        or
        any other matter relating to any Receivables by mail, telephone, electronic
        communication or otherwise. Borrower shall cooperate fully with Lender in
        an
        effort to facilitate and promptly conclude any such verification
        process.

       

      ARTICLE
        V -   REPRESENTATIONS
        AND WARRANTIES

       

      Borrower
        represents and warrants to Lender as of the Agreement Date and at all times
        that
        Lender makes Loans to Borrower as follows, and with respect to the
        representations and warranties applicable to the General Partner and UMT,
        the
        General Partner and UMT represent and warrant to Lender, as of the Agreement
        Date and at all times that Lender makes Loans to Borrower as
        follows:

       

      5.1  Existence,
        Power and Authority; Borrower Interests.

       

      (a)  Organization;
        Qualification.
        

       

      (i)  Borrower
        is a limited partnership duly organized, validly existing and in good standing
        under the laws of its jurisdiction of organization, as identified in
Schedule
        5.1(a),
        having
        the partnership power and authority to own its properties and to carry on
        its
        business as now being and hereafter proposed to be conducted, and Borrower
        is
        duly qualified and authorized to do business in the jurisdictions listed
        on
Schedule 5.1(a)
        and in
        each jurisdiction in which the nature of its business or the ownership and
        characteristics of its property requires such qualification or authorization,
        except where the failure to be so qualified would not have a Materially Adverse
        Effect. The jurisdictions in which Borrower is qualified to do business as
        a
        foreign entity as of the Closing Date are listed on Schedule 5.1(a).


       

      (ii)  The
        General Partner is a limited partnership duly organized, validly existing
        and in
        good standing under the laws of its jurisdiction of organization, as identified
        in Schedule 5.1(a), having the partnership power and authority to own its
        properties and to carry on its business as now being and hereafter proposed
        to
        be conducted, and the General Partner is duly qualified and authorized to
        do
        business in the jurisdictions listed on Schedule 5.1(a) and in each
        jurisdiction in which the nature of its business or the ownership and
        characteristics of its property requires such qualification or authorization,
        except where the failure to be so qualified would not have a Materially Adverse
        Effect. The jurisdictions in which the General Partner is qualified to do
        business as a foreign entity as of the Closing Date are listed on Schedule
        5.1(a).

       

      (iii)  UMT
        is a
        corporation duly organized, validly existing and in good standing under the
        laws
        of its jurisdiction of incorporation, as identified in Schedule 5.1(a), having
        the corporate power and authority to own its properties and to carry on its
        business as now being and hereafter proposed to be conducted, and UMT is
        duly
        qualified and authorized to do business in the jurisdictions listed on
Schedule
        5.1(a)
        and in
        each jurisdiction in which the nature of its business or the ownership and
        characteristics of its property requires such qualification or authorization,
        except where the failure to be so qualified would not have a Materially Adverse
        Effect. The jurisdictions in which UMT is qualified to do business as a foreign
        entity as of the Closing Date are listed on Schedule
        5.1(a).

       

      (b)  Power.
        

       

      (i)  Borrower
        has the right and power, and has taken all necessary action to authorize
        it, to
        execute, deliver and perform the Loan Documents in accordance with their
        respective terms. Each of the Loan Documents has been duly executed and
        delivered by the duly authorized officers of Borrower and each is, or each
        when
        executed and delivered in accordance with this Agreement will be, a legal,
        valid
        and binding obligation of Borrower, enforceable against Borrower in accordance
        with its terms. All of the transactions contemplated under the Loan Documents
        are within Borrower’s powers and are not in contravention of law or the terms of
        Borrower’s certificate of organization, articles of organization, operating
        agreement, or other organizational documentation, or any material agreement
        or
        undertaking to which Borrower is a party or by which Borrower or its property
        is
        bound, and does not result in the creation or imposition of any lien, charge
        or
        encumbrance upon any assets of Borrower, other than the Lien of Lender.


       

      (ii)  The
        General Partner has the right and power, and has taken all necessary action
        to
        authorize it, to execute, deliver and perform the Loan Documents in accordance
        with their respective terms. Each of the Loan Documents to which the General
        Partner is a party has been duly executed and delivered by the duly authorized
        officers of the General Partner and each is, or each when executed and delivered
        in accordance with this Agreement will be, a legal, valid and binding obligation
        of General Partner, enforceable against General Partner in accordance with
        its
        terms. All of the transactions contemplated under the Loan Documents to which
        the General Partner is a party are within the General Partner’s powers and are
        not in contravention of law or the terms of the General Partner’s certificate of
        incorporation, articles of incorporation, bylaws, or other organizational
        documentation, or any material agreement or undertaking to which the General
        Partner is a party or by which the General Partner or its property is bound,
        and
        does not result in the creation or imposition of any lien, charge or encumbrance
        upon any assets of the General Partner, other than any Lien of
        Lender.

       

      (iii)  UMT
        has
        the right and power, and has taken all necessary action to authorize it,
        to
        execute, deliver and perform the Loan Documents in accordance with their
        respective terms. Each of the Loan Documents to which UMT is a party has
        been
        duly executed and delivered by the duly authorized officers of UMT and each
        is,
        or each when executed and delivered in accordance with this Agreement will
        be, a
        legal, valid and binding obligation of UMT, enforceable against UMT in
        accordance with its terms. All of the transactions contemplated under the
        Loan
        Documents to which UMT is a party are within UMT’s powers and are not in
        contravention of law or the terms of UMT’s certificate of incorporation,
        articles of incorporation, bylaws, or other organizational documentation,
        or any
        material agreement or undertaking to which UMT is a party or by which UMT
        or its
        property is bound, and does not result in the creation or imposition of any
        lien, charge or encumbrance upon any assets of UMT.

       

      (c)  Subsidiaries
        and Client Joint Ventures.
        Borrower has no Subsidiaries or Client Joint Ventures.

       

      (d)  Capitalization.
        The
        outstanding partnership interests of Borrower have been duly and validly
        issued
        and are fully paid and nonassessable.

       

      (e)  Business.
        Borrower is engaged principally in the business of making loans and other
        financial accommodations to Clients for the purchase and/or development for
        sale
        as finished building lots for single-family residential purposes of residential
        real estate and the improvements thereto.

       

      5.2  Compliance
        with Other Agreements and Applicable Law.
        Borrower is not in default under, or in violation in any material respect
        of,
        any material agreement, contract, instrument or other commitment to which
        Borrower is a party or by which Borrower or its property is bound, and Borrower
        is in compliance in all material respects with all Governmental Approvals
        applicable to or required in connection with the conduct of Borrower’s business
        and affairs, and Borrower is otherwise in compliance in all material respects
        with all Applicable Laws. 

       

      5.3  Absence
        of Litigation.
        There
        are no actions, proceedings or investigations pending or threatened against
        Borrower, or any of its assets, which, if adversely determined against Borrower
        can reasonably be expected to have a Materially Adverse Effect on the assets,
        financial condition or business prospects of Borrower.

       

      5.4  Taxes
        and Returns.
        Borrower has timely filed all tax returns which Borrower is required by law
        to
        file or has obtained valid extensions, and all taxes and other sums related
        to
        the payment of taxes owing by Borrower to any governmental authority have
        been
        fully paid and Borrower maintains adequate reserves to pay such tax liabilities
        as they accrue.

       

      5.5  Lien
        Priority and Nature of Certain Collateral.

       

      (a)  Liens.
        Lender
        has a perfected first priority security interest in the Collateral and, except
        for Permitted Liens, none of the properties and assets of Borrower is subject
        to
        any Lien. Other than the Financing Statements of Lender pursuant to this
        Agreement, no financing statement under the UCC of any state or other instrument
        evidencing a Lien that names Borrower as debtor has been filed (and has not
        been
        terminated) in any state or other jurisdiction, and Borrower has not signed
        any
        such financing statement or other instrument or any security agreement
        authorizing any secured party thereunder to file any such financing statement
        or
        instrument, except to perfect Permitted Liens.

       

      (b)  Title.
        Borrower has valid and legal title to or leasehold interest in all personal
        property, real property, and other assets used in its business. 

       

      (c)  Eligible
        Notes.
        Each
        Eligible Note is genuine, complete and, in all other respects, what it purports
        to be, and is not otherwise ineligible under the standards set forth in this
        Agreement.

       

      (d)  Inventory.
        Borrower has no Inventory.

       

      (e)  Equipment.
        Borrower has no Equipment other than computers, printers, and other office
        equipment kept at its principal place of business. All Equipment is in good
        order and repair in all material respects.

       

      (f)  Real
        Estate.
        Borrower does not own or lease any real property other than that described
        on
Schedule
        5.5(f).

       

      (g)  Corporate
        and Fictitious Names.
        During
        the five-year (5) period preceding the Agreement Date, neither Borrower nor
        any
        predecessor of Borrower has been known as or used any corporate or fictitious
        name other than the name of Borrower as first set forth in this
        Agreement.

       

      5.6  Principal
        Place of Business.
        Borrower’s principal places of business is located at the address set forth on
        the signature page of this Agreement. All books and records pertaining to
        the
        Collateral are kept by Borrower at its principal place of business.


       

      5.7  Environmental
        Compliance.
        Except
        as set forth on Schedule
        5.7,
        to the
        best of Borrower’s knowledge, (i) none of Borrower’s properties or assets has
        ever been used by Borrower or by any previous owner or operator of such
        properties or assets, in violation of any Environmental Laws; (ii) none of
        Borrower’s properties or assets has ever been designated or identified in any
        manner pursuant to any Environmental Laws as a hazardous substance or materials
        disposal site, or a candidate for closure pursuant to any Environmental Laws;
        (iii) no liens arising under any Environmental Laws has attached to any Revenues
        or to any real or personal property owned or operated by Borrower; (iv) Borrower
        has not received a summons, citation, notice or directive from any federal
        or
        state governmental agency concerning any action or omission by Borrower
        resulting from the violation of any Environmental Laws; (v) Borrower is now
        in
        compliance with all Environmental Laws; and (vi) all material Governmental
        Approvals or similar authorizations required to be obtained or filed in
        connection with the operations of Borrower under any Environmental Laws have
        been obtained, and all Governmental Approvals and similar authorizations
        are
        valid and in full force and effect in all respects.

       

      5.8  Proprietary
        Rights.
        No
        Proprietary Rights of Borrower are subject to any licensing agreement or
        similar
        arrangement, except as entered into in the ordinary course of Borrower’s
        business. To the best knowledge of Borrower, none of the Proprietary Rights
        infringes on the valid trademark, trade name, copyright, or patent right
        of any
        other Person, and no other Person’s property infringes on the Proprietary
        Rights, in any material respect. The Proprietary Rights currently owned or
        licensed by Borrower constitute all of the property of such type necessary
        to
        the current and anticipated future conduct of the business of
        Borrower.

       

      5.9  Trade
        Names.
        All
        trade names or styles under which Borrower sells Equipment or creates Accounts,
        or to which instruments in payment of Accounts are made payable, are listed
        on
Schedule
        5.9.

       

      5.10  Employee
        Relations.
        Borrower is not party to any collective bargaining agreement nor has any
        labor
        union been recognized as the representative of Borrower’s employees, and
        Borrower does not know of any pending, threatened, or contemplated strikes,
        work
        stoppage or other labor disputes involving any of Borrower’s
        employees.

       

      5.11  Employee
        Pension Benefit Plans.
        Each
        Plan meets the minimum funding standards of Section 302 of ERISA, if applicable,
        and no Termination Event has occurred with respect to any Plan of Borrower.
        

       

      5.12  Bank
        Accounts.
        The
        information on Schedule
        5.12
        is a
        complete and correct list of all checking accounts, deposit accounts, and
        other
        bank accounts maintained by Borrower.

       

      5.13  Accuracy
        and Completeness of Information.
        All
        representations and warranties set forth in this Article
        V,
        and all
        statements and other information furnished by or on behalf of the Borrower
        in
        connection with this Agreement or any of the Loan Documents are true and
        correct
        in all material respects and do not omit any material fact. Each financial
        statement furnished by or on behalf of Borrower presents fairly the financial
        condition of Borrower as of the date of such statement and for the relevant
        period(s) then ended.

       

      5.14  Software
        License Compliance.
        Borrower warrants and represents that all software used by Borrower on any
        of
        Borrower’s computers is either Borrower’s proprietary software or is duly
        licensed, maintained and operated in compliance with the software owner’s
        license terms and conditions.

       

      5.15  Client
        Note.
        With
        respect to each Client Note, (a) such Client Note represents the valid and
        legally binding indebtedness and obligation of a bona fide Client arising
        under
        the Client Loan Documents except as such enforceability may be limited by
        (i)
        the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
        or similar laws affecting creditors’ rights generally and (ii) general
        principles of equity, (b) the indebtedness evidenced by such Client Note
        is not
        subject to contra accounts, setoffs, defenses or counterclaims except as
        such
        enforceability may be limited by (i) the effect of any applicable bankruptcy,
        insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and (ii) general principles of equity, (c) the outstanding
        balance of such Client Note, as reflected on Borrower’s books is the true and
        undisputed amount owing and unpaid thereon, and (d) only one (1) copy of
        such
        Client Note has been executed.

       

      5.16  Licenses
        and Permits.
        Borrower and each of its Subsidiaries have obtained and hold in full force
        and
        effect, all material franchises, licenses, leases, permits, consents,
        certificates, authorizations, qualifications, easements, rights of way and
        other
        rights and approvals that are necessary or appropriate for the operation
        of
        their businesses as presently conducted and as proposed to be conducted.
        Neither
        Borrower nor any of its Subsidiaries is in violation of the terms of any
        such
        franchise, license, lease, permit, certificate, authorization, qualification,
        easement, right of way, right or approval in any such case that could reasonably
        be expected to have a Material Adverse Effect. 

       

      5.17  Survival
        of Warranties; Cumulative.
        All
        representations and warranties contained in this Agreement or any of the
        other
        Loan Documents shall survive the execution and delivery of this Agreement,
        any
        investigation made by or on behalf of Lender, or any Borrowing hereunder,
        and
        shall be deemed to have been made again to Lender on the date of each additional
        Borrowing or other credit accommodation under this Agreement, except to the
        extent such representations and warranties expressly relate to an earlier date
        (in which case such representations and warranties shall have been true and
        accurate on and as of such earlier date), and shall be conclusively presumed
        to
        have been relied on by Lender regardless of any investigation made or
        information possessed by Lender. The representations and warranties set forth
        in
        this Agreement and in the other Loan Documents shall be cumulative and shall
        be
        in addition to any other representations or warranties which Borrower shall
        now
        or hereafter give, or cause to be given, to Lender.

       

      ARTICLE
        VI -   AFFIRMATIVE
        COVENANTS

       

      Until
        this Agreement and the Commitment hereunder have been terminated and all
        Obligations have been paid in full, (i) Borrower covenants and agrees with
        Lender as follows and (ii) with respect to covenants and agreements applicable
        to the General Partner, the General Partner covenants and agrees with Lender
        as
        follows:

       

      6.1  Financial
        Statements.
        Borrower shall deliver to Lender:

       

      (a)  within
        one hundred twenty (120) days following the close of each Fiscal Year,
        commencing with the year ended December 31, 2006, Borrower’s audited
        consolidated and consolidating financial statements, certified by Whitley
        Penn
        LLP or such other recognized firm of certified public accountants acceptable
        to
        Lender as having been prepared in accordance with GAAP and as presenting
        fairly
        the financial condition of Borrower as of the date thereof and for the period
        then ended (and including a management letter to Borrower from such accountants,
        if prepared by such accountants at Borrower’s request, to be delivered not later
        than thirty (30) days thereafter)
        , which,
        for the end of each Fiscal Year, shall also include a Covenant Compliance
        Certificate setting forth a calculation of the financial covenants described
        in
Section
        7.6,
        and the
        status of all other monetary covenants set forth in this Agreement;

       

      (b)  within
        forty-five (45) days after the close of each Fiscal Quarter, commencing with
        the
        Fiscal Quarter ending March 31, 2007, consolidated and consolidating quarterly
        and fiscal year-to-date financial statements, including income statement,
        and
        balance sheet, prepared in accordance with GAAP, certified by the chief
        executive officer or chief financial officer or other authorized individual
        of
        Borrower as presenting fairly the financial condition of Borrower, which,
        for
        the end of such Fiscal Quarter, shall also include a Covenant Compliance
        Certificate, setting forth a calculation of the financial covenants described
        in
Section
        7.6,
        and the
        status of all other monetary covenants set forth in this Agreement;


       

      (c)  within
        thirty (30) days after the close of each month (or within 45 days after the
        end
        of each final month of each Fiscal Quarter) commencing with the month ending
        January 31, 2007, reasonably detailed monthly and fiscal year-to-date financial
        statements, including income statement and balance sheet, prepared in accordance
        with GAAP, certified by the chief executive officer or chief financial officer
        or other authorized individual of Borrower as presenting fairly the financial
        condition of Borrower, which, for the end of such month, shall also include
        a
        Covenant Compliance Certificate, setting forth a calculation of the financial
        covenants described in Section
        7.6,
        and the
        status of all other monetary covenants set forth in this Agreement;

       

      (d)  
        at least
        forty-five (45) days after the end of Borrower’s Fiscal Year, an annual
        operating budget showing a projected income statement, balance sheet and
        cash
        flows as of each calendar month end for the forthcoming Fiscal Year;
        and

       

      (e)  such
        other financial information as Lender shall reasonably request.

       

      6.2  Books
        and Records.
        Borrower shall keep accurate and complete records of the Collateral and permit
        Lender to: (a) visit Borrower’s business locations at intervals to be determined
        by Lender; and (b) inspect, audit and make extracts from or copies of Borrower’s
        books, records, journals, receipts, computer tapes and disks. All Governmental
        Authorities are authorized to furnish Lender with copies of reports of
        examinations of Borrower made by such parties. Banks, Clients and other third
        parties (without waiving any attorney-client privilege) with whom Borrower
        has
        contractual relationships pertaining to the Collateral or the Loan Documents,
        are authorized to furnish Lender with copies of such contracts and related
        materials. Lender is authorized, in its own name or any other name, to
        communicate with Clients in order to verify the existence, amount and terms
        of
        any Receivable.

       

      6.3  Additional
        Documentation.
        Borrower shall execute and deliver to Lender all additional documents that
        Lender may, from time to time, reasonably determine are necessary or appropriate
        to evidence the Loans or to continue or perfect Lender’s Security Interest in
        the Collateral.

       

      6.4  Existence,
        Name, Organization and Chief Executive Office.
        Borrower shall maintain its existence in good standing and shall deliver
        to
        Lender written notice, at least sixty (60) days in advance, of any proposed
        change in Borrower’s state of organization, a change in Borrower’s name or
        organizational identification number, a change in the use of any trade name,
        new
        trade names, fictitious name or new fictitious names, Borrower’s business
        locations, the location of Borrower’s principal place of business or chief
        executive office, the mailing address of Borrower, the location of any
        Equipment, or the location of Borrower’s books and records, and shall execute or
        cause to be executed any and all documents that Lender reasonably requests
        in
        connection therewith, including, in the case of any new location of Equipment
        that is not owned by Borrower, the waiver and consent from the lessor of
        such
        premises in form and substance acceptable to Lender.

       

      6.5  Compliance
        with Laws and Taxes.
        Borrower shall comply in all material respects with all Applicable Laws.
        Borrower shall pay all real and personal property taxes, assessments and
        charges, and all franchise, income, unemployment, social security, withholding,
        sales and all other taxes assessed against Borrower or the Collateral, at
        such
        times and in such manner so as to avoid any penalty from accruing against
        Borrower or any Lien or charge from attaching to the Collateral; provided,
        however,
        that
        unless such taxes have become a federal tax or an ERISA Lien on any assets
        of
        Borrower, no such tax shall be required to be paid if the same is being
        contested in good faith, as determined by Lender, by appropriate proceedings
        promptly instituted and diligently conducted and if an adequate reserve or
        other
        appropriate provision shall have been made therefor as required in order
        to be
        in conformity with GAAP. Borrower shall promptly deliver to Lender, upon
        request, receipted bills evidencing payment of such taxes and
        assessments.

       

      6.6  Performance
        of Obligations.
        Borrower shall perform, in a timely manner, all of its obligations pursuant
        to
        all leases, mortgages, deeds of trust or other agreements to which Borrower
        is a
        party, and shall pay when due all debt owed by Borrower and all claims of
        mechanics, materialmen, carriers, landlords, warehousemen and other like
        Persons, except only, and to the extent that, the amount of any such debt
        and
        claims is being contested by Borrower in good faith, as determined by Lender,
        by
        appropriate proceedings and Borrower maintains on its books reasonable reserves
        therefor in accordance with GAAP.

       

      6.7  Reporting
        as to Revenues, Receivables and Client Loans.
        

       

      (a)  With
        such
        frequency as Lender shall direct, Borrower shall deliver to Lender such
        information as Lender shall request with respect to the Revenues, Receivables
        and Client Loans, including, but not limited to:

       

      (i)  no
        later
        than the twenty-fifth (25th) day
        of
        each month, (A) a Borrowing Base Certificate based upon the Eligible Notes
        as of
        the end of the preceding month, together with a detailed summary of the sources
        of all of the Revenues, any new Client Loans made and credits and collections
        associated with Receivables, for the preceding month and (B) Borrower’s updated
        portfolio summary of all Client Loans and Client Joint Ventures reflecting
        any
        changes made during the preceding month;

       

      (ii)  no
        later
        than the deadlines set forth in or incorporated by reference in Section
        3.3,
        all
        documentation and deliverables required by Section
        3.3;
        

       

      (iii)  no
        later
        than the twenty-fifth (25th)
        day of
        each month, a report listing each of the Clients and identifying Clients
        who are
        in default under any Client Loan Document or whose Client Loan Documents
        have
        been terminated, if any; and

       

      (iv)  no
        later
        than the twenty-fifth
        (25th)
        day of
        each month, a copy of each Client Loan abstract for any Client Loan made
        during
        the preceding month.

       

      (b)  Borrower
        shall notify Lender promptly if:

       

      (i)  Borrower
        enters into a long-term contract with the United States of America, and,
        if
        requested by Lender, Borrower shall execute all instruments and take all
        steps
        necessary to insure that all amounts due and to become due under such long-term
        contract are properly assigned to Lender pursuant to the Assignment of Claims
        Act of 1940 or otherwise;

       

      (ii)  Borrower
        receives information with regard to any type or item of Collateral which
        might
        have in any way a Materially Adverse Effect on the value of the Collateral
        as a
        whole or the rights and remedies of Lender with respect thereto;
        and

       

      (iii)  any
        accounts due and owing in which amounts in excess of $100,000 are in dispute
        by
        any single Client on an Eligible Note, and Borrower shall explain in detail
        the
        reason for the dispute, all claims related to the dispute, and the amount
        in
        controversy;

       

      (c)  at
        each
        audit of Borrower’s books and records and any time from time to time upon
        Lender’s request, Borrower shall make available to Lender and its auditors,
        agents and representatives, and permit such Persons to make copies of, all
        documentation with respect to each Client Loan, including, without limitation,
        (i) for each real property subject to a Mortgage or owned by a Client, the
        equity interests of which are pledged to Borrower pursuant to a Client Pledge,
        a
        Phase I environmental study, the survey and recorded plat for such real
        property; all contracts and agreements with any public improvement district,
        municipal utility district, or other district or Governmental Authority relating
        to the development of such real property and/or any reimbursement of development
        costs related to such real property, and the development plan and/or economic
        feasibility study for such real property, (ii) copies of the executed First
        Lien
        Lender Loan Documents, if any, and (iii) all other Client Credit Documentation
        with respect to each Client Note. 

       

      6.8  Over-Advance.
        If, at
        any time, the aggregate unpaid principal amount of any of the Loans, including
        without limitation, all amounts deemed to be Revolving Loan Advances in
        accordance with Section
        1.4
        exceeds
        any applicable limit set forth in this Agreement, Borrower shall immediately
        pay
        to Lender the amount of any such excess and all accrued interest and other
        charges owing to Lender with respect thereto.

       

      6.9  Breach
        or Default.
        Borrower shall notify Lender immediately upon the occurrence of any circumstance
        which: (a) makes any representation or warranty of Borrower contained in
        this
        Agreement or any other Loan Document incorrect or misleading in any material
        respect; (b) constitutes an Event of Default or (c) which might adversely
        affect the Client Loans, taken as a whole.

       

      6.10  Maintenance
        of Assets.
        Borrower shall maintain all of its real and personal property in good repair,
        working order and condition, shall make all necessary replacements to such
        property so that the value and the operating efficiency of such property
        will be
        preserved, shall prevent any personal property from becoming a fixture to
        real
        estate (unless owned by Borrower and encumbered by a mortgage, deed of trust,
        security deed or similar agreement in favor of Lender), and will pay or cause
        to
        be paid all rental or mortgage payments due on its real property.

       

      6.11  Insurance.
        Borrower shall procure and continuously maintain general liability insurance
        with coverage amounts that are normal and customary for similarly-situated
        entities engaged in similar businesses. Each such policy shall provide that
        Lender be given at least thirty (30) days written notice as a condition
        precedent to any cancellation thereof or material change therein. Within
        thirty
        (30) days following the Closing Date, Borrower shall obtain an endorsement
        to
        such policy naming Lender as an additional insured to each such policy, and
        thereafter provide Lender annually with the insurance certificate, evidencing
        such coverage, the endorsement of such policy to Lender, and evidence of
        payment
        of the premium for each such policy. Borrower shall cause each Client to
        maintain insurance as required under the Client Loan Documents; provided,
        that in
        any event, each such Client shall be required to maintain casualty and general
        liability insurance on the real property securing the Client Loans. All amounts
        received by Lender from any such insurance policies may be applied by Lender
        to
        the Obligations. If Borrower fails to procure required insurance or such
        insurance is canceled or otherwise lapses, Lender may procure such insurance
        and
        add the cost of such insurance to the principal balance of the Loans.


       

      6.12  Use
        of
        Proceeds.
        Borrower shall use the proceeds of all Revolving Loan Advances and all other
        loans or accommodations made by Lender for Borrower for legal and proper
        business purposes, and only for those purposes described on Schedule
        6.12,
        and not
        for any personal, family or household purposes or for any purpose prohibited
        by
        law or by the terms and conditions of this Agreement or any of the Loan
        Documents.

       

      6.13  Disclosure.
        Promptly and in no event later than five (5) Business Days after obtaining
        knowledge thereof, Borrower shall (i) notify Lender if any written information,
        exhibit, or report furnished to Lender contained any untrue statement of
        a
        material fact or omitted to state any material fact necessary to make the
        statements contained therein not misleading in light of the circumstances
        in
        which made, and (ii) correct any defect or error that may be discovered therein
        or in any Loan Document or in the execution, acknowledgment, filing, or
        recordation thereof.

       

      6.14  Further
        Assurances.
        

       

      (a)  Borrower
        will promptly cure, or cause to be cured, defects in the execution and delivery
        of the Loan Documents (including this Agreement), resulting from any act
        or
        failure to act by Borrower or any of the employees or officers thereof.
        Borrower, at Borrower’s expense, will promptly execute and deliver to Lender, or
        cause to be executed and delivered to Lender, all such other and further
        documents, agreements, and instruments in compliance with or accomplishment
        of
        the covenants and agreements of Borrower in the Loan Documents, including
        this
        Agreement, or to correct any technical omissions in the Loan Documents, or
        to
        obtain any consents that are necessary in connection with or in accomplishment
        of the covenants and agreements of Borrower, all as may be necessary or
        appropriate in connection therewith as may be requested by Lender.

       

      (b)  If
        any
        material assets (including any real property or improvements thereto or any
        interest therein) are acquired by Borrower after the Closing Date (other
        than
        assets constituting Collateral that become subject to the Lien of this Agreement
        or the appropriate Security Documents upon acquisition thereof), Borrower
        will
        notify Lender thereof, and, if requested by Lender, Borrower will cause such
        assets to be subjected to a Lien securing the Obligations and will take,
        and
        cause Borrower to take, such actions as shall be necessary or reasonably
        requested by Lender to grant and perfect such Liens, including actions described
        in paragraph (a) of this Section
        6.14,
        all at
        the expense of the Borrower.

       

      6.15  Brokerage
        Commissions.
        Borrower shall pay any and all brokerage commission or finders fees incurred
        in
        connection with or as a result of Borrower’s obtaining financing from Lender
        under this Agreement. Borrower agrees to indemnify, defend, and hold Lender
        harmless from and against any claim of any broker or finder arising out of
        Borrower’s obtaining financing from Lender under this Agreement.

       

      6.16  Defense
        of Title.
        Borrower will take any and all actions necessary to defend or to cause its
        Clients to defend title to the real property encumbered by the Client Loan
        Documents.

       

      6.17  Client
        Notes.

       

      (a)  Collection
        of Client Notes.
        Except
        as otherwise provided in this Agreement, Borrower will collect and enforce,
        at
        Borrower’s sole expense, all amounts due or hereafter due to Borrower under the
        Client Notes.

       

      (b)  Modification
        of Client Notes.
        Borrower shall not modify or amend or waive any rights or remedies under
        any of
        the Client Notes or the Client Loan Documents without the prior written consent
        of Lender.

       

      (c)  Verification
        of Client Notes.
        Lender
        shall have the right, at any time or times hereafter, in its name or in the
        name
        of a nominee of Lender, to verify with the maker thereof or any third party
        the
        validity, amount or any other matter relating to any Client Notes, by mail,
        telephone, telegraph or otherwise.

       

      (d)  Appointment
        of Lender as Attorney-in-Fact.
        Borrower hereby irrevocably designates, makes, constitutes and appoints Lender
        (and all persons designated by Lender), as its true and lawful attorney-in-fact,
        and authorizes Lender, upon the occurrence and during the continuance of
        a
        Default or an Event of Default, in Borrower’s name, to: (i) demand payment of
        the Client Notes; (ii) enforce payment of the Client Notes by legal proceedings
        or otherwise; (iii) exercise all of Borrower’s rights and remedies with respect
        to proceedings brought to collect a Client Note; (iv) sell or assign any
        Client
        Note upon such terms, for such amount and at such time or times as Lender
        deems
        advisable; (v) settle, adjust, compromise, extend or renew any Client Note;
        (vi) discharge and release any Client Note; (vii) take control in any manner
        of
        any item of payment or proceeds thereof; (viii) prepare, file and sign
        Borrower’s name on any proof of claim in bankruptcy or other similar document
        against a Client; (ix) endorse Borrower’s name upon any items of payment or
        proceeds thereof and deposit the same in Lender’s account on account of the
        Obligations; (x) notify the post office authorities to change the address
        for
        delivery of Borrower’s mail to an address designated by Lender, have access to
        any lock box or postal box into which any of Borrower’s mail is deposited, and
        open and dispose of all mail addressed to Borrower, and (xi) do all acts
        and
        things which are necessary, in Lender’s sole discretion, to fulfill Borrower’s
        obligations under this Agreement. The preceding establishes a power of attorney
        coupled with an interest and is therefore irrevocable.

       

      (e)  Notice
        to Clients.
        Lender
        may, in its sole discretion, at any time or times prior to or following the
        occurrence of a Default or an Event of Default, and without prior notice
        to
        Borrower, notify any or all Clients that the Client Notes have been assigned
        to
        Lender and that Lender has a security interest therein and (ii) direct any
        or
        all Clients to make all payments upon the Client Notes directly to Lender.
        Lender will use its best efforts to furnish Borrower with a copy of such
        notice,
        but failure to do so will not expose Lender to any liability or have an adverse
        effect on Lender’s rights under this Agreement.

       

      6.18  Client
        Loans.
        Borrower shall (a) cause each Client Note to have only one (1) original copy
        executed, (b) make Client Loans (i) in accordance with the Credit Guidelines
        and
        (ii) which are evidenced by Client Loan Documents that are solely on forms
        that
        are in compliance with applicable state and federal laws.

       

      6.19  Formation
        of Subsidiaries; Investments in Client Joint Ventures.
        

       

      (a)  At
        the
        time that Borrower forms any direct or indirect Subsidiary or acquires any
        direct or indirect Subsidiary after the Closing Date, Borrower shall (i)
        provide
        to Lender such security documents (including mortgages, deeds of trust, security
        deeds or similar agreements with respect to any real property of such
        Subsidiary, as well as appropriate financing statements (and with respect
        to all
        real property, fixture filings), all in form and substance satisfactory to
        Lender (including being sufficient to grant Lender a first priority Lien
        (subject to Permitted Liens) in and to the assets of such newly formed or
        acquired Subsidiary), (ii) provide to Lender a pledge agreement and
        appropriate certificates and powers or financing statements, hypothecating
        all
        of the direct or beneficial ownership interest in such new Subsidiary, in
        form
        and substance satisfactory to Lender, (iii) provide to Lender necessary
        updates to any applicable Schedules and (iv) provide to Lender all other
        documentation, including one or more opinions of counsel satisfactory to
        Lender,
        which in its opinion is appropriate with respect to the execution and delivery
        of the applicable documentation referred to above (including policies of
        title
        insurance or other documentation with respect to all real property). Any
        document, agreement, or instrument executed or issued pursuant to this
Section 6.19(a)
        shall be
        a Loan Document.

       

      (b)  Subject
        to the requirements of Section
        7.4,
        if
        Borrower enters into or makes any Investment in any Client Joint Venture
        which
        is not a Subsidiary but is an Affiliate, after the Closing Date, Borrower
        shall
        (i) provide to Lender a Pledge Agreement and appropriate certificates and
        powers
        or financing statements, hypothecating all of the direct or beneficial ownership
        interest in such Client Joint Venture, in form and substance satisfactory
        to
        Lender and (ii) provide to Lender necessary updates to any applicable Schedules.
        Any document, agreement, or instrument executed or issued pursuant to this
        Section 6.19(b)
        shall be
        a Loan Document.

       

      6.20  Revisions
        or Updates to Schedules.
        If any
        of the information or disclosures provided on the Schedules become outdated
        or
        incorrect in any material respect, then Borrower shall deliver to Lender
        as part
        of the next Borrowing Base Certificate submitted to Lender, such revision
        or
        updates to such Schedule(s) as may be necessary or appropriate to update
        or
        correct such Schedule(s); provided,
        that no
        such revisions or updates to any such Schedule(s) shall be deemed to have
        amended, modified or superseded such Schedule(s) as previously attached hereto
        on and as of the date such Schedule(s) were previously provided, or to have
        cured any breach of warranty or misrepresentation resulting from the inaccuracy
        or incompleteness of any such Schedule(s) on and as of the date such Schedule(s)
        were previously provided unless and until Lender, in its sole and absolute
        discretion, shall have accepted in writing such revisions or updates to such
        Schedule(s) on and as of the date previously provided.

       

      6.21  Bank
        Accounts.
        Other
        than accounts with Lender and the bank accounts set forth on Schedule
        5.12,
        Borrower shall not open or maintain any bank accounts without Lender’s prior
        written consent. 

       

      ARTICLE
        VII -   NEGATIVE
        COVENANTS

       

      Until
        this Agreement and the Commitment hereunder have been terminated and all
        Obligations have been paid in full, (i) Borrower covenants and agrees with
        Lender as follows and (ii) with respect to the covenants applicable to the
        General Partner and UMT, the General Partner and UMT covenant and agree with
        Lender as follows:

       

      7.1  Business,
        Management and Organization.
        Borrower shall not: (a) make any material change in its management, which
        includes the following: the removal of Jeffrey W. Shirley, as president and
        chief executive officer of UMTH Land Development, L.P. and a replacement
        president and chief executive officer acceptable to Lender, in its sole
        discretion, is not named by UMTH Land Development, L.P. within ninety (90)
        days
        from the date of such removal; (b) make any material change in the nature
        of the business that Borrower presently conducts; (c) change its name except
        after first complying with Section
        6.4;
        (d)
        change its state of incorporation or its type of organization (that is, from
        a
        corporation); or (e) merge or consolidate with any Person, (f) purchase any
        stock or assets of any other Person, other than (i) assets used by Borrower
        in
        the ordinary course of its business and (ii) Client Joint Ventures entered
        into
        in compliance with the terms and conditions of this Agreement. 

       

      7.2  Disposition
        of Assets.
        Borrower shall not: (a) encumber the Collateral in favor of any party other
        than
        Lender, whether voluntarily or involuntarily, other than the Permitted Liens;
        or
        (b) sell, consign, lease or remove from Borrower’s business locations any of
        Borrower’s assets or dispose of any of the Collateral except that, until Lender
        gives the Borrower notice to the contrary during the existence of any Event
        of
        Default, Borrower may (i) sell or dispose of obsolete assets that constitute
        Collateral which Borrower has
        determined, in good faith, not to be useful in the conduct of its business
        and
        which, in any Fiscal Year, do not have an aggregate fair market value in
        excess
        of $50,000; (ii) sell or dispose of obsolete assets that do not constitute
        Collateral which Borrower has determined, in good faith, not to be useful
        in the
        conduct of its business and (iii) sell Client Notes and Client Joint Ventures
        for cash at a purchase price of no less than fair market value in the ordinary
        course of business and consistent with past practices.

       

      7.3  Loans
        and Guarantees.
        Borrower shall not make any loan or contribute money, goods or services to,
        or
        guaranty or agree to become liable for any obligation of, any other Person,
        including any Affiliates of Borrower or any Interested Party, other than
        in
        connection with or related to : (a) reimbursements for reasonable and necessary
        expenses incurred by Borrower’s employees in the normal course of Borrower’s
        business; (b) the Client Loans; (c) Client Joint Ventures; and (d) letters
        of credit, guarantees and other credit enhancements provided to Clients and
        non-Clients; provided, that if such letter of credit, guaranty or other credit
        enhancement is called or otherwise required to be paid by Borrower, at such
        time
        the beneficiary of the letter of credit, guaranty or other credit enhancement
        shall reimburse Borrower for all amounts paid by Borrower on behalf of such
        beneficiary or such beneficiary shall be or become indebted to Borrower in
        the
        amount of such obligation pursuant to a Client Note, which Client Note shall
        be
        subject to the terms and conditions of this Agreement. 

       

      7.4  Subsidiaries.
        Borrower will not have or create any Subsidiaries unless it shall give Lender
        no
        less than ten (10) days advance notice in writing that it intends to create
        or
        acquire a Subsidiary and (i) the equity interests of such Subsidiary that
        are
        owned by Borrower (or another Subsidiary of Borrower) are pledged to Lender
        pursuant to a Pledge Agreement in accordance with the provisions of Section
        6.19
        and (ii)
        such Subsidiary agrees in writing to be bound by the terms, conditions,
        representations, warranties and covenants contained in this Agreement and
        the
        other Loan Documents that are applicable to Borrower’s Subsidiaries.


       

      7.5  Distributions.
        Borrower shall be permitted to make distribution payments to its partners
        and to
        purchase, redeem or otherwise acquire or retire its partnership interests
        pursuant to the terms of its partnership agreement; provided, however, that
        Borrower shall not make any distribution payments to its partners be
or
        purchase, redeem or otherwise acquire or retire any of its partnership interests
        if any Event of Default has occurred and is continuing or would be caused
        thereby. 

       

      7.6  Financial
        Covenants.

       

      (a)  Borrower
        shall not permit the aggregate outstanding principal amount of its Eligible
        First Lien Notes to be less than $5,000,000.00 (i) on December 31, 2006 and
        (ii)
        as of the last day of each calendar month thereafter, commencing with the
        month
        ending January 31, 2007.

       

      (b)  Borrower
        shall not permit its Aggregate Partners’ Equity to be less than (i)
        $7,000,000.00 on December 31, 2006, and (ii) $10,000,000.00 as of the last
        day
        of each calendar month thereafter, commencing with the month ending January
        31,
        2007. 

       

      All
        amounts referenced in this Section shall be determined in accordance with
        GAAP.


       

      7.7  Change
        of Control.
        Borrower shall not cause, permit, or suffer, directly or indirectly, any
        Change
        of Control. 

       

      7.8  Limitation
        on Indebtedness for Money Borrowed.
        Borrower shall not create or suffer to exist any Indebtedness for Money Borrowed
        except: (i) the Indebtedness for Money Borrowed by Borrower to Lender under
        this
        Agreement and the Loan Documents; (ii) other unsecured Indebtedness for
        Money Borrowed, in an aggregate amount not to exceed $500,000; and (iii)
        Indebtedness for Money Borrowed secured by Permitted Liens.

       

      7.9  Mergers;
        Consolidations; Acquisitions.
        Borrower shall not merge or consolidate, or permit any Subsidiary of Borrower
        to
        merge or consolidate, with any Person; nor acquire, or permit any of its
        Subsidiaries to acquire, all or any substantial part of the properties and
        assets or Securities of any Person, except for Client Joint Ventures which
        meet
        the requirements of this Agreement. 

       

      7.10  Client
        Joint Ventures.
        Neither
        Borrower nor any Subsidiary of Borrower
        will enter into or create any Client Joint Venture unless (i) Borrower shall
        give Lender no less than ten (10) days advance notice in writing that it
        intends
        to create or acquire a Client Joint Venture, (ii) the equity interests of
        such
        Client Joint Venture that are owned by Borrower or a Subsidiary of Borrower
        are
        pledged to Lender pursuant to a Pledge Agreement in accordance wiht the
        provision of Section
        6.19,
        and
        (iii) all agreements, documents and due diligence materials related to such
        Client Joint Venture are delivered to Lender, and (iv) after such Client
        Joint
        Venture, Borrower is in compliance with the financial covenants contained
        in
Section
        7.6.
        

       

      7.11  Fiscal
        Year.
        Borrower shall not change its Fiscal Year end for accounting
        purposes.

       

      7.12  Affiliate
        Transactions.
        Subject
        to Section
        7.5,
        neither
        Borrower nor any Subsidiary of Borrower shall enter into or be a party to
        any
        agreement or transaction with any Affiliate, including Client Joint Ventures,
        except in the ordinary course of and pursuant to the reasonable requirements
        of
        the business of Borrower and its Subsidiaries and upon fair and reasonable
        terms
        that are no less favorable to Borrower or such Subsidiary than it would obtain
        in a comparable arms length transaction with a Person not an Affiliate, and
        on
        terms consistent with the business relationship of Borrower or such Subsidiary
        and such Affiliate prior to the Agreement Date, if any, and fully disclosed
        to
        Lender. 

       

      7.13  Credit
        Guidelines.
        Borrower shall not amend, modify or otherwise change in any respect the Credit
        Guidelines without the prior written consent of Lender. Borrower shall deliver
        to Lender promptly (but in any event not less that two (2) Business Days
        after
        such amendment, modification or change) a copy of any revised Credit
        Guidelines.

       

      7.14  Approved
        States.
        Without
        the prior written consent of Lender, Borrower will not make Client Loans
        where
        the real and personal property securing such Clients Loans are located in
        any
        state other than Arizona, Texas, Florida and Colorado.

       

      ARTICLE
        VIII -   CONDITIONS
        PRECEDENT

       

      8.1  Credit.
        The
        obligation of Lender to extend any credit under this Agreement is subject
        to the
        fulfillment to Lender’s satisfaction in its sole discretion of all of the
        following conditions:

       

      (a)  All
        legal
        matters incidental to the extension of credit by Lender shall be satisfactory
        to
        counsel of Lender.

       

      (b)  Lender
        shall have received, in form and substance satisfactory to Lender in its
        sole
        discretion, each of the following, duly executed:

       

      (i)  this
        Agreement and the schedules hereto;

       

      (ii)  the
        Revolving Note;

       

      (iii)  Borrower’s
        borrowing resolutions, certified organizational documents and good standing
        certificates in Borrower’s jurisdiction of organization and each other
        jurisdiction where Borrower is qualified to do business, together with a
        secretary’s certificate;

       

      (iv)  the
        General Partner’s and UMT’s resolutions, certified organizational documents and
        good standing certificates in the General Partner’s and UMT’s jurisdiction of
        organization and each other jurisdiction where the General Partner and UMT
        are
        qualified to do business, together with a secretary’s certificate;

       

      (v)  a
        Notice
        of Borrowing dated the Agreement Date;

       

      (vi)  opinion
        of Borrower’s counsel;

       

      (vii)  a
        Borrowing Base Certificate dated as of the Agreement Date;

       

      (viii)  a
        copy of
        Borrower’s Credit Guidelines, in form and substance satisfactory to Lender;
        and

       

      (ix)  all
        other
        Loan Documents and such other documents as Lender may require under this
        Agreement.

       

      (c)  Lender
        shall have completed an audit and field review of the records and other
        information with respect to the Collateral as Lender may require, the results
        of
        which (including evidence of segregation and identification of Collateral)
        shall
        be satisfactory to Lender in its discretion.

       

      (d)  Lender
        shall have received and reviewed UCC search results for all jurisdictions
        in
        which assets of Borrower are located in the United States, in form and substance
        satisfactory to Lender.

       

      (e)  Lender
        shall have received evidence, in form and substance satisfactory to Lender,
        that
        Lender has a valid perfected first security interest in all of the Collateral
        except as otherwise permitted under this Agreement.

       

      (f)  Lender
        shall have received, with respect to all Client Notes in existence prior
        to the
        Closing Date, (i) all original Client Notes and photocopies of all other
        Client
        Loan Documents with respect to each Client Note, (ii) an original Allonge
        with
        respect to each Client Note, (iii) an original Assignment of Note with respect
        to each Mortgage, and (iv) a Lender UCC Assignment with respect to each Client
        Loan Document secured by a security interest evidenced by a UCC security
        interest.

       

      (g)  Lender
        shall have completed its business, legal and collateral due diligence, including
        a collateral audit and review of Borrower’s books and records, contracts with
        Clients conducted by Lender and verification of Borrower’s representations and
        warranties to Lender, the results of which shall be satisfactory to
        Lender.

       

      (h)  Lender
        shall have completed background checks with respect to certain principal
        owners
        and managers of Borrower, the results of which shall be satisfactory to Lender
        in its sole discretion.

       

      (i)  No
        Default or Event of Default shall have occurred and be continuing.

       

      (j)  All
        representations and warranties of Borrower set forth in this Agreement shall
        be
        true and correct in all material respects.

       

      (k)  The
        parties thereto shall have completed or delivered, as applicable, all items
        on
        the checklist of closing items in connection with this Agreement, each to
        the
        satisfaction of Lender in its discretion and Lender shall have received such
        other documents, information or items as Lender or its counsel may have
        reasonably requested. 

       

      8.2  Initial
        and Subsequent Credit.
        The
        obligation of Lender to make each extension of credit requested by Borrower
        under this Agreement, including without limitation, the initial Revolving
        Loan
        Advance, and any subsequent Revolving Loan Advance shall be subject to the
        fulfillment to Lender’s satisfaction of all of the following
        conditions:

       

      (a)  The
        representations and warranties contained in this Agreement and in each of
        the
        other Loan Documents shall be true on and as of the date of the signing of
        this
        Agreement and on the date of each extension of credit or the making of any
        Loans
        by Lender pursuant to this Agreement, with the same effect as though such
        representations and warranties had been made on and as of each such date,
        and on
        each such date, no Default or Event of Default, and no condition, event or
        act
        which with the giving of notice or the passage of time or both would constitute
        a Default or an Event of Default, shall have occurred and be continuing or
        shall
        exist.

       

      (b)  Lender
        shall have received all additional documents, information and items that
        it may
        require in connection with such extension of credit, in form and substance
        satisfactory to Lender.

       

      (c)  There
        shall be no Materially Adverse Effect, as determined by Lender in its sole
        discretion, since October 31, 2006.

       

      ARTICLE
        IX -   EVENTS
        OF DEFAULT; REMEDIES

       

      9.1  Events
        of Default.
        The
        occurrence or existence of any one or more of the following events or
        conditions, whether voluntary or involuntary, shall constitute an Event of
        Default:

       

      (a)  Borrower
        fails to pay when due (whether due at stated maturity, on demand, upon
        acceleration or otherwise) any installment of principal, over advance, interest,
        premium, if any, and fees on any of the Loans, or otherwise owing under this
        Agreement; 

       

      (b)  Borrower
        fails to pay any of the other Obligations on the due date thereof (whether
        due
        at stated maturity, on demand, upon acceleration or otherwise) and such failure
        shall continue for a period of ten (10) days after Lender’s giving Borrower
        written notice thereof;

       

      (c)  Borrower
        or any other Obligor fails or neglects to perform, keep or observe any covenant
        contained in this Agreement or the other Loan Documents (other than a covenant
        which is dealt with specifically elsewhere in this Section
        9.1)
        and the
        breach of such other covenant in this Agreement or the other Loan Documents
        is
        not cured within ten (10) days after the sooner to occur of Borrower’s or such
        other Obligor’s receipt of notice of such breach from Lender or the date on
        which such failure or neglect first becomes known to any officer of Borrower
        or
        such other Obligor;

       

      (d)  any
        representation or warranty made by or on behalf of Borrower or any other
        Obligor, or other information provided by or on behalf of Borrower or any
        other
        Obligor to Lender, was incorrect or misleading in any material respect at
        the
        time it was made or provided;

       

      (e)  Borrower
        or any Subsidiary of Borrower defaults: (1) as primary or secondary obligor,
        in
        the payment of any principal or interest on any Indebtedness for Money Borrowed
        (other than the Obligations) in excess of $10,000,000, and such default
        continues beyond any applicable grace period or, if such Indebtedness is
        payable
        on demand, fails to pay such Indebtedness upon demand; or (2) in the observance
        of any covenant, term or condition contained in any agreement evidencing,
        securing or relating to any Indebtedness for Money Borrowed (other than the
        Obligations) in excess of $10,000.000, if the effect of such default is to
        cause, or to permit any other party to such Indebtedness to cause, all or
        part
        of such Indebtedness to become due before its stated maturity;

       

      (f)  a
        writ of
        attachment, garnishment execution, distraint or similar process in excess
        of
        $10,000,000 is issued against Borrower, any Subsidiary of Borrower, or any
        of
        their respective properties except for any such writ of attachment, garnishment
        execution, distraint or similar process that is subject to a bona fide dispute
        by Borrower and is properly contested by appropriate proceedings promptly
        instituted and diligently conducted;

       

      (g)  Lender
        determines that a Materially Adverse Effect has occurred;

       

      (h)  Borrower
        becomes insolvent or bankrupt; makes an assignment for the benefit of creditors
        or consents to the appointment of a trustee or receiver; a trustee or a receiver
        is appointed for Borrower or for a significant portion of Borrower’s assets;
        bankruptcy, reorganization or insolvency proceedings are instituted by or
        against Borrower; or if any of the foregoing occurs with respect to any
        guarantor or other party liable for any of Borrower’s obligations owing to
        Lender;

       

      (i)  any
        judgment or order for the payment of money in excess of $500,000, or in excess
        of $10,000,000 in the aggregate for all such judgments or orders, is entered
        against Borrower, unless the same shall be (i) fully covered by insurance
        and
        the issuer of the applicable policy shall have acknowledged full coverage
        in
        writing within thirty (30) days of judgment, or (ii) vacated, stayed, bonded,
        paid or discharged within a period of thirty (30) days from the date of such
        judgment or order; 

       

      (j)  any
        Loan
        Document is terminated other than as provided for in this Agreement or becomes
        void or unenforceable, or any Security Interest ceases to be a valid and
        perfected first priority security interest in any portion of the Collateral,
        other than as a result of the Permitted Liens; 

       

      (k)  Borrower
        conceals, removes, or permits to be concealed or removed, any of its assets
        with
        the intent to hinder, delay or defraud Lender or any of Borrower’s other
        creditors;

       

      (l)  any
        loss,
        theft, damage or destruction of the Collateral taken as a whole or other
        property of Borrower which has a Materially Adverse Effect;

       

      (m)  there
        is
        filed against Borrower or the General Partner or UMT, any civil or criminal
        action, suit or proceeding under any federal or state racketeering statute
        (including, without limitation, the Racketeer Influenced and Corrupt
        Organization Act of 1970), which action, suit or proceeding could result
        in the
        confiscation or forfeiture of any material portion of the Collateral;


       

      (n)  any
        Termination Event with respect to any Plan shall have occurred; or a decision
        shall have been made by Borrower or any Subsidiary of Borrower, or any member
        of
        the “controlled group of corporations” (as defined in Section 1563(a)(4) of the
        Internal Revenue Code determined without regard to Sections 1563(a) and
        (e)(3)(c) of such Code) of which Borrower or any Subsidiary of Borrower is
        a
        party, to terminate, file a notice of termination with respect to, or withdraw
        from, any Plan; and

       

      (o)  Lender
        shall at any time deem itself insecure or believe that the prospect of payment
        or performance of the Obligations or any portion thereof is impaired.


       

      9.2  Remedies.
        In
        addition to any other rights and remedies that Lender may have, upon the
        occurrence and during the continuance of an Event of Default, Lender may
        take
        any or all of the following actions, without prejudice to the rights of Lender
        or the holder of the Revolving Note to enforce its claims against Borrower
        or
        any Pledgor:

       

      (a)  Without
        notice to, or demand upon, Borrower or any Pledgor:

       

      (i)  discontinue
        making any further Loans;

       

      (ii)  immediately
        terminate this Agreement and the Commitment hereunder;

       

      (iii)  declare
        all Obligations to be immediately due and payable (except with respect to
        any
        Event of Default set forth in Section
        9.1(h),
        in
        which case all Obligations shall automatically become immediately due and
        payable);

       

      (iv)  take
        possession of all or any portion of the Collateral, wherever located, and
        enter
        on any of the premises where any of the Collateral may be and remove, repair
        and
        store any of the Collateral until it is sold or otherwise disposed of (Lender
        shall have the right to store, without charge, all or any portion of the
        Collateral at Borrower’s business locations);

       

      (v)  use,
        without charge, Borrower’s Proprietary Rights, advertising materials, or any
        property of a similar nature, in advertising for sale and selling any of
        the
        Collateral; 

       

      (vi)  renew,
        modify or extend any Receivable, grant waivers or indulgences with respect
        to
        any Receivable, accept partial payments on any Receivable, release, surrender
        or
        substitute any security for payment of any Receivable, or compromise with,
        or
        release, any party liable on any Receivable in such a manner as Lender may,
        in
        its sole discretion deem advisable, all without affecting or diminishing
        Borrower’s Obligations to Lender; and

       

      (vii)  record
        all UCC-3 assignments and Assignment of Notes to evidence of record the
        assignment to Lender of the Client Loan Documents and Borrower’s liens against
        its respective Clients.

       

      (b)  With
        notice to Borrower or any Pledgor:

       

      (i)  require
        Borrower, at Borrower’s expense, to assemble the Collateral and make the
        Collateral available to Lender at locations reasonably convenient to Borrower;
        and

       

      (ii)  sell
        or
        otherwise dispose of all or any portion of the Collateral at public or private
        sale for cash or credit, with such notice as may be required by law (in the
        absence of any contrary requirement, Borrower agrees that ten (10) days prior
        notice of a public or private sale of the Collateral is reasonable), in lots
        or
        in bulk, all as Lender, in its sole discretion, may deem advisable. Lender
        shall
        have the right to conduct any such sales, without charge, at Borrower’s business
        locations. Lender may purchase all or any portion of the Collateral at public
        sale and, if permitted by law, at private sale and, in lieu of actual payment
        of
        the purchase price, may offset the amount of such price against the outstanding
        amount of the Loans and any other amounts owing from Borrower to such member
        of
        Lender. Proceeds realized from the sale of any Collateral will be applied
        in the
        order set forth herein. Borrower agrees that it will remain fully liable
        for any
        deficiency owing to Lender after the proceeds of the Collateral have been
        applied to the Loans and all other amounts owing from Borrower to
        Lender.

       

      (c)  If
        any of
        the Collateral shall require repairing, maintenance, preparation, or the
        like,
        or is in process or other unfinished state, Lender shall have the right,
        but not
        the obligation, to repair or perform such maintenance, preparation, processing
        or completion of manufacturing to place the same in such saleable condition
        as
        Lender shall deem appropriate, but Lender shall have the right to sell or
        dispose of such Collateral with or without such processing.

       

      ARTICLE
        X -   JURY
        TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; AND GOVERNING
        LAW

       

      10.1  Governing
        Law; Choice of Forum; Service of Process; Jury Trial Waiver.

       

      (a)  The
        provisions of this Agreement shall be governed by and construed in accordance
        with the laws of the State of Texas, without reference to applicable conflict
        of
        law principles.

       

      (b)  The
        parties hereto irrevocably consent and submit to the non-exclusive jurisdiction
        of Texas Courts in connection with the resolution of any disputes relating
        to
        this Agreement or the other Loan Documents. Borrower irrevocably waives any
        objection based on venue or forum non conveniens with respect to any action
        instituted therein arising under this Agreement or any of the other Loan
        Documents, or in any way connected with or related or incidental to the dealings
        of the parties in respect of this Agreement or the other Loan Documents or
        the
        transactions related hereto or thereto, in each case whether now existing
        or
        hereafter arising, and whether in contract, tort, equity or otherwise, and
        agrees that any dispute with respect to any such matters shall be heard only
        in
        the courts described above (except that Lender shall have the right to bring
        any
        action or proceeding against Borrower or its property in the courts of any
        other
        jurisdiction which Lender deems necessary or appropriate in order to realize
        on
        the Collateral or otherwise enforce its rights against Borrower or its property,
        or any guarantor of the Obligations. 

       

      (c)  Borrower
        waives personal service of any and all process upon it and consents that
        all
        such service of process may be made by registered mail (return receipt
        requested) directed to Borrower at the address set forth below and service
        so
        made shall be deemed to be completed five (5) Business Days after the same
        shall
        have been so deposited in the United States mail. Nothing contained in this
        Agreement shall affect the right of Lender to serve legal process by any
        other
        manner permitted by law.

       

      (d)  BORROWER,
        THE GENERAL PARTNER AND LENDER EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY
        OF
        ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT
        OR ANY
        OF THE OTHER LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR
        INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THIS AGREEMENT IN RESPECT OF
        THIS
        AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE RELATED TRANSACTIONS, INCLUDING
        WITHOUT LIMITATION, THE OBLIGATIONS OF BORROWER, THE COLLATERAL, OR ANY
        INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR
        THE
        VALIDITY, PROTECTION, INTERPRETATION, ADMINISTRATION, COLLECTION OR ENFORCEMENT
        OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER NOW EXISTING
        OR
        HEREAFTER ARISING, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWER,
        GENERAL PARTNER, UMT AND LENDER EACH HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND,
        ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
        AND
        THAT BORROWER OR LENDER OR ANY OTHER PARTY TO SUCH ACTION MAY FILE AN ORIGINAL
        COUNTERPART OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
        OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO A TRIAL BY JURY.

       

      (e)  Borrower
        hereby releases and exculpates Lender and its officers, employees and designees,
        and Lender shall not have any liability to Borrower (whether in contract,
        tort,
        equity or otherwise) for losses suffered by Borrower in connection with,
        arising
        out of, or in any way related to the transactions or relationships contemplated
        by this Agreement, or any act, omission or event occurring in connection
        herewith, unless it is determined by a final and non-appealable judgment
        or
        court order binding on Lender, that the losses were the result of acts or
        omissions constituting gross negligence or willful misconduct. In any such
        litigation, Lender shall be entitled to the benefit of the rebuttable
        presumption that it acted at all times in good faith and with the exercise
        of
        ordinary care in the performance by it of the terms of this
        Agreement.

       

      10.2  Waiver
        of Certain Claims and Counterclaims.
        In no
        event shall Lender have any liability to Borrower for lost profits or other
        special, consequential, incidental, exemplary or punitive damages in connection
        with this Agreement or any of the other Loan Documents or the transactions
        contemplated hereby or thereby, and Borrower expressly waives any and all
        right
        to assert any such claims. Borrower further waives all rights to interpose
        any
        claims, deductions, setoffs, recoupment, or counterclaims of any nature (other
        than compulsory counterclaims) in any action or proceeding with respect to
        this
        Agreement, the Obligations, the Collateral or any matter arising therefrom
        or
        relating hereto or thereto. No officer of Lender has any authority to waive,
        condition, or modify the provisions of this section.

       

      10.3  Indemnification.
        Borrower agrees to indemnify, save and hold harmless Lender and its respective
        directors, officers, agents, attorneys and employees from and against: (i)
        the
        use or contemplated use of the proceeds of any of the Loans, any transaction
        contemplated by this Agreement or the other Loan Documents, or any relationship
        with Borrower or any other party to this Agreement or the other Loan Documents;
        (ii) any administrative or investigative proceeding by any governmental agency
        arising out of or related to a claim, demand, action or cause of action
        described in clause (i) above; and (iii) any and all liabilities, losses,
        costs
        or expenses (including reasonable attorneys’ fees and disbursements and other
        professional services) that any party indemnified hereunder suffers or incurs
        as
        a result of any foregoing claim, demand, action or cause of action; provided,
        however,
        that no
        such indemnitee shall be entitled to indemnification for any loss caused
        by its
        own gross negligence or willful misconduct. Any obligation or liability of
        Borrower to any such indemnitee under this section shall survive the expiration
        or termination of this Agreement and the repayment of the Loans and performance
        of all Obligations.

       

      ARTICLE
        XI -   MISCELLANEOUS

       

      11.1  Power
        of Attorney.
        Borrower irrevocably appoints Lender, and any person designated by Lender,
        as
        Borrower’s true and lawful attorney-in-fact to: (a) endorse for Borrower,
        in Lender’s or Borrower’s name, any draft or other order for the payment of
        money payable to Borrower; and (b) execute and file or submit for recording,
        in
        Lender’s or Borrower’s name, Financing Statements describing the Collateral.
        Lender shall not be liable to Borrower for any action taken by Lender or
        its
        designee under this power of attorney, except to the extent that such action
        was
        taken by Lender in bad faith or with gross negligence or willful misconduct.
        Borrower agrees that a carbon, photographic or other reproduction of a Financing
        Statement or this Agreement may be filed by Lender as a Financing
        Statement.

       

      11.2  Outstanding
        Loan Balance.
        The
        outstanding principal amount of, and accrued interest on, the Loans and the
        Interest Rate applicable to the Loans from time to time, shall be, at all
        times,
        ascertained from the records of Lender and shall be conclusive absent obvious
        error.

       

      11.3  Entire
        Agreement, Successors and Assigns and Course of Dealing.
        This
        Agreement along with the other Loan Documents constitutes the entire agreement
        among the Obligors and Lender, supersedes any prior agreements among them,
        and
        shall bind and benefit the Obligors and Lender and their respective successors
        and permitted assigns. The enumeration in this Agreement of Lender’s rights and
        remedies is not intended to be exclusive, and such rights and remedies are
        in
        addition to and not by way of limitation of any other rights or remedies
        that
        Lender may have under the UCC or other Applicable Law. No course of dealing
        and
        no delay or failure of Lender to exercise any right, power or privilege under
        any of the Loan Documents will affect any other or future exercise of such
        right, power or privilege. The exercise of any one right, power or privilege
        shall not preclude the exercise of any others, all of which shall be
        cumulative.

       

      11.4  Assignments
        and Participations.
        

       

      (a)  Borrower
        shall not have the right to assign this Agreement or any interest therein
        except
        with the prior written consent of Lender.

       

      (b)  Notwithstanding
        subsection (c) of this Section
        11.4,
        nothing
        herein shall restrict, prevent or prohibit Lender from pledging its Loans
        hereunder to a Federal Reserve Bank in support of borrowings made by Lender
        from
        such Federal Reserve Bank. Lender may make, carry or transfer Loans at, to
        or
        for the account of, any of its branch offices or the office of an Affiliate
        of
        Lender except to the extent such transfer would result in increased costs
        to
        Borrower.

       

      (c)  Lender
        may, in the ordinary course of its lending business and in accordance with
        applicable law, at any time, assign with concurrent notice to Borrower, but
        without the consent of Borrower, assign all or a portion of its rights and
        obligations under this Agreement to any Person; provided,
        however,
        that
        (i) for each such assignment, the parties thereto shall execute and deliver
        to
        Lender, a written assignment in form and substance satisfactory to Lender.
        Upon
        such execution and delivery of the assignment to Lender, (x) the assignee
        thereunder shall be a party hereto, and, to the extent that rights and
        obligations hereunder have been assigned to it pursuant to such assignment,
        such
        assignee shall have the rights and obligations of Lender hereunder and (y)
        the
        assignor thereunder shall, to the extent that rights and obligations hereunder
        have been assigned by it pursuant to such assignment, relinquish its rights
        (other than any rights it may have pursuant to Sections
        10.3
        and
11.7
        which
        will survive) and be released from its obligations under this Agreement (and
        in
        the case of an assignment covering all or the remaining portion of Lender’s
        rights and obligations under this Agreement, Lender shall cease to be a party
        hereto).

       

      (d)  In
        connection with the efforts of Lender to assign its rights or obligations
        or to
        participate interests, Lender may disclose any information in its possession
        regarding Borrower or any of its Subsidiaries, subject to Section
        11.14.

       

      11.5  Amendments,
        Etc.
        Neither
        the amendment or waiver of any provision of this Agreement or any other Loan
        Document, nor the consent to any departure by any Obligor therefrom, shall
        in
        any event be effective unless the same shall be in writing and signed by
        Lender,
        and each such amendment, waiver or consent shall be effective only in the
        specific instance and for the specific purpose for which given.

       

      11.6  Notices.
        Except
        as otherwise provided herein, whenever any notice, demand, request or other
        communication shall or may be given to or served upon any party by any other
        party, or whenever any party desires to give or serve upon any other party
        any
        communication with respect to this Agreement, each such communication shall
        be
        in writing and shall be deemed to have been validly served, given or delivered
        (a) upon the earlier of actual receipt and five (5) Business Days after deposit
        in the United States mail, registered or certified mail, return receipt
        requested, with proper postage prepaid, (b) upon transmission, when sent
        by
        telecopy or other similar facsimile transmission (with such telecopy or
        facsimile promptly confirmed by delivery of a copy by personal delivery or
        United States mail as otherwise provided in this Section
        11.6),
        (c)
        one (1) Business Day after deposit with a reputable overnight courier with
        all
        charges prepaid or (d) when hand-delivered, all of which shall be addressed
        to
        the party to be notified and sent to the address or facsimile number indicated
        in the signature page to this Agreement or to such other address (or facsimile
        number) as may be substituted by the giving of notice of such substitution.
        Delivery of a copy of any notice under this Section
        11.6
        to an
        individual designated on the signature page as “with a copy to” shall not be
        deemed notice to a party.

       

      11.7  Expenses.
        Borrower agrees to pay all out-of-pocket costs and expenses of (a) Lender
        in connection with (i) the syndication, negotiation, preparation, execution,
        delivery, administration and monitoring of this Agreement and the other Loan
        Documents and the documents and instruments referred to therein or executed
        in
        connection therewith, including evaluating the compliance by the Obligors
        with
        law and the provisions of such documents (including the reasonable fees and
        expenses of special counsel to Lender and the fees and expenses of counsel
        for
        Lender in connection with collateral issues and all due diligence, appraisal,
        field exam, environmental audit and other similar costs), and (ii) any
        amendment, waiver or consent relating hereto and thereto including any such
        amendments, waivers or consents resulting from or related to any work-out,
        re-negotiation or restructure relating to the performance by any of the Obligors
        under this Agreement or any other Loan Documents and (b) Lender in
        connection with enforcement of the Loan Documents and the documents and
        instruments referred to therein or executed in connection therewith, including
        but not limited to, any work-out, re-negotiation or restructure relating
        to the
        performance by any of the Obligors under this Agreement or any other Loan
        Documents, including in connection with any such enforcement, the reasonable
        fees and disbursements of counsel for Lender (including the allocated costs
        of
        internal counsel), and the reasonable fees and expenses of a financial
        consultant engaged by Lender or its counsel in connection with the foregoing.
        Borrower also agrees to pay or reimburse Lender for the costs of conducting
        the
        appraisal of Borrower’s owned real property and the real property securing any
        Client Loan.

       

      11.8  Assignment
        of Receivables.
        This
        Agreement may be supplemented by separate assignments of Receivables and,
        if
        such assignments are executed, the rights and interests given by Borrower
        pursuant to such assignments shall be in addition to, and not in limitation
        of,
        the rights and security interests given by Borrower under this Agreement.
        Lender
        will not be responsible for the collection of proceeds of any of the Collateral,
        or for losses of collected proceeds held by Borrower in trust for
        Lender.

       

      11.9  Binding
        Effect; Severability.
        This
        Agreement shall not be deemed to create any right in any party except as
        provided herein and shall inure to the benefit of, and be binding upon, the
        successors and assigns of Borrower and Lender. All of Borrower’s obligations
        under this Agreement are absolute and unconditional and shall not be subject
        to
        any offset or deduction whatsoever. The provisions of this Agreement are
        intended to be severable. If any provision of this Agreement is held invalid
        or
        unenforceable in whole or in part, such provision will be ineffective to
        the
        extent of such invalidity or unenforceability without in any manner effecting
        the validity or enforceability of the remaining provisions of this Agreement.
        

       

      11.10  Final
        Agreement.
        This
        Agreement and the other Loan Documents are intended by Borrower and Lender
        to be
        the final, complete, and exclusive expression of the agreement between them.
        This Agreement supersedes any and all prior oral or written agreements relating
        to the subject matter hereof. 

       

      11.11  Counterparts.
        This
        Agreement may be executed in any number of counterparts and by the different
        parties hereto in separate counterparts, each of which when so executed and
        delivered shall be an original, but all of which shall together constitute
        one
        and the same instrument. Any signatures delivered by a party by facsimile
        transmission or by e-mail transmission of an adobe file format document (also
        known as a “PDF file”) shall be deemed an original signature hereto. Any party
        delivering an executed counterpart of this Agreement by facsimile or as a
        PDF
        file also shall deliver an original executed counterpart of such agreement
        but
        the failure to deliver an original executed counterpart shall not affect
        the
        validity, enforceability, and binding effect of this Agreement. 

       

      11.12  Captions.
        The
        captions contained in this Agreement are for convenience of reference only,
        are
        without substantive meaning and should not be construed to modify, enlarge,
        or
        restrict any provision.

       

      11.13  Information.
        Lender
        agrees to keep confidential any information furnished or made available to
        it by
        Borrower pursuant to this Agreement; provided
        that
        nothing herein shall prevent Lender from disclosing such information (a)
        to any
        Affiliate, or any officer, director, employee, agent, or advisor of Lender
        or
        Affiliate of Lender, (b) to any other Person if reasonably incidental to
        the
        administration of the credit facility provided herein, (c) as required by
        any
        law, rule, or regulation, (d) upon the order of any court or administrative
        agency, (e) upon the request or demand of any regulatory agency or authority;
        provided,
        however,
        that,
        to the extent permitted by law, Lender shall provide prior written notice
        to
        Borrower of any such request or demand, (f) that is or becomes available to
        the public or that is or becomes available to Lender other than as a result
        of a
        disclosure by Lender prohibited by this Agreement, (g) in connection with
        any
        litigation to which such member of Lender or any of its Affiliates may be
        a
        party, whether to defend itself, reduce its liability, protect or exercise
        any
        of its claims, rights, remedies or interests under or in connection with
        the
        Loan Documents or otherwise, (h) to the extent necessary in connection with
        the
        exercise of any remedy under this Agreement or any other Loan Document or
        to any
        actual or proposed participant or assignee; provided
        that
        such party is informed of the confidential nature of such information and
        that
        by receiving such information it is agreeing to be bound by these provisions,
        (i) to Gold
        Sheets
        and
        other similar bank trade publications; such information to consist of deal
        terms
        and other information customarily found in such publications subject to the
        prior review of such communication by the Obligors and (j) to a nationally
        recognized rating agency that requires access to information regarding the
        Obligors, the Loans and Loan Documents in connection with ratings issued
        or (k)
        any assignee of or participant in, or potential assignee of or participant
        in,
        any of its rights or obligations under this Agreement; provided
        that
        such party is informed of the confidential nature of such information and
        that
        by receiving such information it is agreeing to be bound by these
        provisions.

       

      11.14  Nonliability
        of Lender.
        The
        relationship between Borrower on the one hand and Lender on the other hand
        shall
        be solely that of borrower and lender. Lender has no fiduciary responsibilities
        to Borrower. Lender undertakes no responsibility to Borrower to review or
        inform
        Borrower of any matter in connection with any phase of Borrower’s business or
        operations.

       

      11.15  Maximum
        Rate.
        Notwithstanding anything to the contrary contained elsewhere in this Agreement
        or in any other Loan Document, Borrower and Lender hereby agree that all
        agreements among them under this Agreement and the other Loan Documents,
        whether
        now existing or hereafter arising and whether written or oral, are expressly
        limited so that in no contingency or event whatsoever shall the amount paid,
        or
        agreed to be paid, to Lender for the use, forbearance, or detention of the
        money
        loaned to Borrower and evidenced hereby or thereby or for the performance
        or
        payment of any covenant or obligation contained herein or therein, exceed
        the
        Highest Lawful Rate. If due to any circumstance whatsoever, fulfillment of
        any
        provisions of this Agreement or any of the other Loan Documents at the time
        performance of such provision shall be due shall exceed the Highest Lawful
        Rate,
        then, automatically, the obligation to be fulfilled shall be modified or
        reduced
        to the extent necessary to limit such interest to the Highest Lawful Rate,
        and
        if from any such circumstance Lender should ever receive anything of value
        deemed interest by applicable law which would exceed the Highest Lawful Rate,
        such excessive interest shall be applied to the reduction of the principal
        amount then outstanding hereunder or on account of any other then outstanding
        Obligations and not to the payment of interest, or if such excessive interest
        exceeds the principal unpaid balance then outstanding hereunder and such
        other
        then outstanding Obligations, such excess shall be refunded to Borrower.
        All
        sums paid or agreed to be paid to Lender for the use, forbearance, or detention
        of the Obligations and other indebtedness of Borrower to Lender shall, to
        the
        extent permitted by applicable law, be amortized, prorated, allocated and
        spread
        throughout the full term of such indebtedness until payment in full so that
        the
        actual rate of interest on account of all such indebtedness does not exceed
        the
        Highest Lawful Rate throughout the entire term of such indebtedness. The
        terms
        and provisions of this Section shall control every other provision of this
        Agreement and all agreements between Borrower and Lender.

       

      11.16  Right
        of Setoff.
        In
        addition to and not in limitation of all rights of offset that Lender may
        have
        under applicable law, Lender shall, if any Event of Default has occurred
        and is
        continuing and whether or not Lender has made any demand or the Obligations
        of
        Borrower are matured, have the right to appropriate and apply to the payment
        of
        the Obligations of Borrower all deposits (general or special, time or demand,
        provisional or final) then or thereafter held by and other indebtedness or
        property then or thereafter owing by Lender or other holder, including any
        and
        all amounts in the Clearing Account. 

       

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        of page intentionally left blank]

       

      


       


      
        
          
            36382.02/263482v6

             

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      The
        undersigned, pursuant to due authority, have caused this Agreement to be
        executed as of the date set forth above. 

       

      
        	
                BORROWER:

                 

              	
                UNITED
                  DEVELOPMENT FUNDING III, L.P.

                 

                By:
                   UMTH
                  Land Development, L.P.

                Its:
                  general partner

                 

                By:
                  UMT Services, Inc., its general partner

                 

                By:
                  /s/ Jeff Shirley

                Name:
                  Jeff Shirley

                Title:
                  Executive Vice President

              
	 	 
	 	
                Address
                  for Notices for Borrower:

                 

                1812
                  Cindy Lane, Suite 200

                Bedford,
                  Texas 76021

                Attention:
                   Hollis
                  M. Greenlaw

                Facsimile: (817)
                  835-0383 

                 

              
	
                 

                 

                with
                  a copy to:

                 

              	
                 

                Hollis
                  M. Greenlaw, Esq.

                1812
                  Cindy Lane, Suite 200

                Bedford,
                  Texas 76021

                Facsimile: (817)
                  835-0383

                 

              
	
                GENERAL
                  PARTNER:

                 

                UMTH
                  Land Development, L.P., acting in its own capacity, hereby (i)
                  agrees with
                  and accepts all of the terms and conditions of this Note which
                  are
                  applicable to the General Partner (as such term is defined in the
                  Note),
                  and (ii) makes the representations, warranties, covenants and agreements
                  in the Note which are, by their terms, applicable to the General
                  Partner.
                  

                 

              
	 	
                UMTH
                  LAND DEVELOPMENT, L.P.

                 

                By:
                  UMT Services, Inc.

                Its:
                  General Partner

                 

                By:
                  /s/ Jeff Shirley

                Name:
                  Jeff Shirley

                Title:
                  Executive Vice President

              
	 
	 	
                 

                Address
                  for Notices for General Partner:

                 

                1812
                  Cindy Lane, Suite 200

                Bedford,
                  Texas 76021

                Attention:
                   ________________________

                Facsimile: (817)
                  835-0383

                 

              
	
                 

                 

                with
                  a copy to:

                 

              	
                 

                Hollis
                  M. Greenlaw, Esq.

                1812
                  Cindy Lane, Suite 200

                Bedford,
                  Texas 76021

                Facsimile: (817)
                  835-0383

                 

              
	
                UMT:

                 

                UMT
                  Services, Inc., acting in its own capacity, hereby (i) agrees with
                  and
                  accepts all of the terms and conditions of this Note which are
                  applicable
                  to UMT (as such term is defined in the Note), and (ii) makes the
                  representations, warranties, covenants and agreements in the Note
                  which
                  are, by their terms, applicable to UMT. 

                 

              
	 	
                UMT
                  SERVICES, INC.,

                a
                  Delaware corporation

                .

                 

                 

                By:
                  /s/ Jeff Shirley

                Name:
                  Jeff Shirley

                Title:
                  Executive Vice President 

              
	 	
                 

                Address
                  for Notices for UMT:

                 

                1812
                  Cindy Lane, Suite 200

                Bedford,
                  Texas 76021

                Attention:
                   Jeff
                  Shirley

                Facsimile: (817)
                  835-0383

                 

              
	
                 

                 

                with
                  a copy to:

                 

              	
                 

                Hollis
                  M. Greenlaw, Esq.

                1812
                  Cindy Lane, Suite 200

                Bedford,
                  Texas 76021

                Facsimile: (817)
                  835-0383

                 

              
	
                LENDER:

                 

              	
                PREMIER
                  BANK

                 

                 

                 

                By:
                  /s/ Sean P.Cleveland

                Name:
                  Sean P. Cleveland

                Title:
                  Vice President

                 

                 

              
	 	
                Address
                  for Notices for Lender:

                 

                1111
                  South Main Street, Suite 108

                Grapevine,
                  Texas 76051

                Attention:
                  Sean P. Cleveland

                Facsimile:
                  (817) 835-0383

              
	
                 

                 

                with
                  a copy to:

                 

              	
                 

                 

                Hallett
                  & Perrin, P.C.

                2001
                  Bryan Street, Suite 3900

                Dallas,
                  Texas 75201

                Attention: Melissa
                  Youngblood

                Facsimile: (214)
                  922-4170