**Exhibit 10.3****ENVIRONMENTAL INDEMNITY AGREEMENT**     THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “***Agreement***”), executed as of the 14thday of August, 2006 (the “***Effective Date***”), is made by Midlothian Longbranch, L.P., a Texas limitedpartnership (“***Borrower***”), Centurion Acquisitions, L.P., a Texas limited partnership (“***Centurion***”),Pars Investments, Inc., a Texas corporation (the “***General Partner***”), and Mehrdad Moayedi(“***Moayedi***”, and collectively with Borrower, Centurion and the General Partner, the “***Affiliates***”) infavor of United Development Funding III, L.P., a Delaware limited partnership (“***Lender***”).**RECITALS:**     A. Lender has agreed to advance funds to Borrower under that certain Secured Promissory Notedated as of the Effective Date in the principal amount of U.S. $962,563.00 (the “***Note***”), whichshall be secured in part by a Deed of Trust, Security Agreement and Financing Statement (FixtureFiling) (the “***Deed of Trust***”) executed and delivered by Borrower to Todd Etter, trustee for thebenefit of Lender, covering that certain real property owned by Borrower located in the City ofMidlothian, County of Ellis, State of Texas and commonly referred to as “Meadows at Longbranch,” asfurther described on Exhibit “A” attached to the Deed of Trust (the “***Property***”).     B. It is a condition precedent to Lender’s agreement to advance funds to Borrower under theNote that Borrower and the Affiliates enter into this Agreement, and Borrower and the Affiliatesare willing to enter into this Agreement in favor of Lender and hereby agree to be bound by itsterms and conditions.**AGREEMENT:**     NOW THEREFORE, in consideration of the premises and in order to induce Lender to advance fundsunder the Note, and for other good and valuable consideration, the receipt and sufficiency of whichare acknowledged, Borrower and the Affiliates agree and covenant with Lender as follows:     1. Definitions. Capitalized terms used herein and not otherwise defined shall havethe meaning set forth in the Note. In addition, as used in this Agreement, the following termshave the following meanings:     “Environmental Activity” means the existence, use, storage, Release, threatenedRelease, generation, processing, abatement, removal, or disposal of any Hazardous Substance on, to,or from the Property or the handling, transportation, treatment, or disposal of any HazardousSubstance arranged by or on behalf of any Indemnitor.     “Environmental Claims” means any and all governmental and third-party actions, suits,demands, demand letters, claims, liens, notices of non-compliance or violation, investigations,proceedings, consent orders, or consent agreements relating in any way to the presence or Use ofany Hazardous Substance on the Property or the Release or threatened Release of any Hazardous
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Substance to or from the Property or the violation of any Environmental Requirement or anyEnvironmental Permit applicable to the Property or which otherwise relate to any EnvironmentalActivity (hereafter “Claims”), including without limitation (a) any and all Claims byGovernmental Authorities for enforcement, cleanup, removal, response, remedial, or other actions ordamages pursuant to any applicable Environmental Requirement, and (b) any and all Claims by anythird party seeking damages, contribution, indemnification, cost recovery, compensation, orinjunctive relief arising in connection with any Hazardous Substance or arising from alleged injuryor threat of injury to property, human health, or the environment resulting or allegedly resultingfrom any Environmental Activity.     “Environmental Damages” means all claims, judgments, damages, losses, penalties,fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses imposedagainst any party in connection with any Environmental Activity, and all costs and expenses ofinvestigation and defense of any Environmental Claim, whether or not such Environmental Claim isultimately defeated, and in connection with any good faith settlement or agreed judgment,including, without limitation, reasonable attorneys’ fees and disbursements and consultants’ fees,which are reasonably necessary or required as a result of an Environmental Claim based on theexistence or alleged existence of any Hazardous Substance upon, about, or beneath the Property, orthe migration or threat of migration of any Hazardous Substance to or from the Property, or theexistence of a violation of any Environmental Requirement pertaining to any Indemnitor or theProperty, regardless of whether the existence or alleged existence of such Hazardous Substance orthe violation of Environmental Requirements arose prior to any Indemnitor’s ownership or operationof the Property. “Environmental Damages” shall include, without limitation, (a) damagesfor personal injury or injury to property or natural resources occurring upon or off of theProperty, (b) fees incurred for the services of attorneys, consultants, contractors, experts, andlaboratories, and all other costs incurred in connection with the investigation of the presence oralleged presence of Hazardous Substances on, about, or under the Property, the removal orremediation of any Hazardous Substances, or the violation of Environmental Requirements, including,without limitation, costs and expenses for the preparation of any feasibility studies or reports orthe performance of any cleanup, remediation, removal, response, abatement, containment, closure,restoration, or monitoring work required by any Governmental Authority or reasonably necessary indefense of any Environmental Claim, and reasonable attorneys’ fees, costs, and expenses incurred inenforcing this Agreement or collecting any sums due hereunder, and (c) liability to any thirdperson or Governmental Authority to indemnify such person or entity for costs expended inconnection with the items referenced in subparagraph (b) preceding, and (d) diminution in the valueof the Property.     “Environmental Laws” means all statutes and ordinances of any Governmental Authorityhaving jurisdiction over any Indemnitor, the Property, or any user or occupant of the Property, andrelating to the protection of human health and the environment, now existing or hereafter adopted,including without limitation, the Comprehensive Environmental Response, Compensation and LiabilityAct of 1980, as amended (42 U.S.C. § 9601, *et seq*.), the Solid Waste Disposal Act, as amended (42U.S.C. § 6901, *et seq*.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. § 1801,*et seq*.), the Clean Air Act, as amended (42 U.S.C. § 7401, *et seq*.), the Federal Water PollutionControl Act, as amended (33 U.S.C. § 1251, *et seq*.), the Toxic Substances Control Act, as amended(15 U.S.C. § 2601, *et seq*.), the
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Safe Drinking Water Act, as amended (42 U.S.C. § 300f, *et seq*.), the Atomic Energy Act, as amended(42 U.S.C. § 2014, *et seq*.), the Federal Insecticide, Fungicide and Rodenticide Act, as amended (7U.S.C. § 136, *et seq*.), the Oil Pollution Act of 1990, as amended (33 U.S.C. § 2701, *et seq*.), theEmergency Planning and Community Right-to-Know Act of 1986, as amended (42 U.S.C. § 11001, *etseq*.), the Occupational Safety and Health Act, as amended (29 U.S.C. § 651, *et seq*.), theEndangered Species Act, the Texas Water Code, as amended, and the Texas Health and Safety Code, asamended, and the regulations adopted and publications promulgated pursuant thereto.     “Environmental Permits” means all permits, approvals, identification numbers,licenses, and other authorizations required under any applicable Environmental Requirement.     “Environmental Requirements” means all applicable present and future EnvironmentalLaws and all rules, regulations, orders, decrees, permits, licenses, concessions, franchises, orother restrictions or requirements of any Governmental Authority relating to the protection ofhuman health or the environment and all applicable judicial, regulatory, or administrativedecisions, decrees, judgments, or orders thereunder.     “Governmental Authority” means any governmental authority, the United States ofAmerica, any state of the United States of America, and any subdivision of any of the foregoing,and any agency, department, commission, board, authority, instrumentality, bureau, or court havingjurisdiction over the Property, or over any Indemnitor or any occupant or user of the Property, orany of their respective businesses, operations, assets, or properties.     “Hazardous Substance” means any substance, material, or waste (a) the presence orRelease of which requires reporting, investigation, or remediation under any EnvironmentalRequirement, (b) which is defined or listed as a “hazardous waste,” “hazardous substance,”“extremely hazardous waste,” “restricted hazardous waste,” “hazardous material,” “toxic substance,”or other similar or related term under any Environmental Law, (c) which is toxic, radioactive, orotherwise classified as hazardous or toxic and is or becomes regulated by any GovernmentalAuthority as a threat to human health or the environment, (d) the presence of which on the Propertycauses or threatens to cause a nuisance upon the Property or to adjacent property, (e) the presenceof which on adjacent properties could constitute a trespass by any Indemnitor, (f) which isasbestos, (g) which is polychlorinated biphenyls, or (h) which contains petroleum or anypetroleum-derived product.     “Indemnitees” means Lender and its subsidiaries and affiliates, any assignee of Lenderwith respect to all or any portion of the Loan, and their respective subsidiaries, affiliates,shareholders, partners, members, directors, officers, agents, attorneys, and employees, and theirrespective successors and assigns, and “Indemnitee” means any one of the Indemnitees.     “Indemnitors” means, collectively, (i) Borrower and its successors and permittedassigns and (ii) each Affiliate and their respective successors and permitted assigns.     “Lien” means any encumbrance, lien, deed of trust, change, claim, or security interestof any kind or nature.
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     “Note” means the Secured Promissory Note dated of August 14, 2006, executed byBorrower and payable to the order of Lender in the original principal amount of U.S. $962,563.00.     “Permitted Substances” means common cleaning, maintenance, repair, painting materials,and other commercial or retail products properly stored and handled in normal, commerciallyreasonable quantities and consumed or used in the ordinary course of use and operation of theProperty.     “Property” means the real and personal property covered by and described inExhibit “A” attached to the Deed of Trust and includes any soil, surface water, orgroundwater on or under any of the real property and all improvements located thereon.     “Release” means any spilling, leaking, pumping, pouring, emitting, emptying,discharging, injecting, escaping, leaching, dumping, or disposing into the environment (includingthe abandonment or discarding of barrels, containers, or other closed receptacles containing anyHazardous Substance).     “Use” means use, ownership, development, construction, maintenance, management,operation, or occupancy.     2. Indemnity by Indemnitors.     (a) Indemnitors shall indemnify, defend, save, and hold harmless each Indemnitee from andagainst any and all Environmental Damages imposed or asserted against the Property or Indemnitees(i) arising from the presence or alleged presence of Hazardous Substances upon, about, or beneaththe Property or arising from the migration of Hazardous Substances to or from the Propertyregardless of the source of such release or when such release occurred or such presence isdiscovered, (ii) arising in any manner whatsoever out of the violation of any EnvironmentalRequirement pertaining to any Indemnitor or the Property, or (iii) arising from the breach of anycovenant or the inaccuracy of any representation or warranty of Indemnitors contained in thisAgreement; *unless*, and to the extent, such Environmental Damages are finally determined to havearisen solely and directly from the gross negligence or willful misconduct of Indemnitees. THISOBLIGATION SHALL INCLUDE ANY CLAIMS RESULTING FROM THE NEGLIGENCE OR ALLEGED NEGLIGENCE OF ANYINDEMNITEE. This obligation shall include, but shall not be limited to, (A) the burden ofdefending all claims, suits, and administrative proceedings (with counsel reasonably approved byIndemnitees), even if such claims, suits, or proceedings are groundless, false, fraudulent, orfrivolous, and conducting all negotiations of any description, (B) paying and discharging, when andas the same shall become due, any and all judgments, penalties, or other sums due against anyIndemnitee, (C) paying and discharging, when and as the same shall become due, all costs of removaland/or remediation of any kind, and promptly disposing of such Hazardous Substances (whether or notsuch Hazardous Substance may be legally allowed to remain upon, about, or beneath the Property ifremoval or remediation is prudent), (D) paying and discharging, when and as the same shall becomedue, all costs of determining whether the Property is in compliance and promptly causing theProperty to
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be in compliance with all applicable Environmental Requirements, (E) paying and discharging, whenand as the same shall become due, all costs associated with claims for damages to persons,property, or natural resources, and (F) paying and discharging, when and as the same shall becomedue, Indemnitees’ reasonable attorneys’ fees, consultants’ fees, and court costs. Any Indemnitee(or at Indemnitors’ expense if Indemnitors’ counsel or Indemnitee reasonably believes a conflictexists in dual representation), at its expense, may employ additional counsel of its choice toassociate with counsel employed by Indemnitors; and any Indemnitee may in good faith settle anyEnvironmental Claim against it, whether or not subject to indemnification hereunder, without theconsent or joinder of Indemnitors or any other party.     Indemnitors and their successors and assigns hereby waive, release, and agree not to make anyclaim or bring any cost recovery action against Indemnitees under any Environmental Requirement nowexisting or hereafter enacted. It is expressly understood and agreed that to the extent thatIndemnitees are strictly liable under any Environmental Requirements, Indemnitors’ obligations toIndemnitees under this Agreement shall likewise be without regard to fault on the part ofIndemnitors with respect to the violation or condition which results in liability to Indemnitees.     (b) Indemnitors shall indemnify, defend, and hold harmless each Indemnitee from and againstany and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency, and expense(including interest, penalties, attorneys’ fees, and amounts paid in settlement) to whichIndemnitees may become subject arising out of or relating to the Property, this Agreement and theother Loan Documents, other than those which are finally determined to have arisen solely by reasonof the gross negligence or willful misconduct of Lender, **BUT SPECIFICALLY INCLUDING ANY LOSS,LIABILITY, OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM, DEFICIENCY, OR EXPENSE ARISING OUT OF THESOLE OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE.**The provisions of and undertakings andindemnifications set forth in this Section 2(b) shall survive (i) the satisfaction andpayment of the and termination of the Note, and (ii) the release of any Liens held by Lender onreal property or the extinguishment of such Liens by foreclosure or action in lieu thereof.**INDEMNITORS HEREBY WAIVE ANY RIGHT OR CLAIM TO CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF ORRELATED TO THE LOAN OR THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREBY, ORTHE ACTIONS OF ANY INDEMNITEE IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF**.     **(c) **If the undertaking in the preceding paragraphs, or in any portion thereof, is at any timedetermined to be unenforceable because it is violative of any law or public policy, Indemnitorswill contribute the maximum portion that they are permitted to pay and satisfy under applicable lawto the payment and satisfaction of all Environmental Damages incurred by Indemnitees as set forthabove.     3. Costs and Expenses. Indemnitors shall pay to each Indemnitee all reasonable costsand expenses (including the reasonable fees and disbursements of Indemnitee’s legal
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counsel) incurred by that Indemnitee in connection with this Agreement or the enforcement of theterms of this Agreement.     4. Survival of Indemnity. Indemnitors’ obligations under Sections 2 and3 of this Agreement (the “Indemnity Obligations”) shall survive the making andrepayment of the Loan and the termination of the Note and any transfer of Indemnitors’ right,title, and interest in and to any or all of the Property (whether by sale, foreclosure, deed inlieu of foreclosure, release, or otherwise) until such time as any claim described in Sections2 and 3 hereof shall be barred by all of the applicable statutes of limitations, ifany. Indemnitors, without the prior written consent of Lender in each instance, may not assign,transfer, or set over to another, in whole or in part, all or any part of its benefits, rights,duties, or obligations hereunder.     5. Representations and Warranties. Indemnitors represent and warrant that:     (a) (i) the Property has not been used at any time during any Indemnitor’s management orownership to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer,produce, process, or in any manner deal with Hazardous Substances; (ii) to Indemnitors’ knowledgeafter reasonable inquiry, the Property has not been used at any time prior to any Indemnitor’smanagement or ownership to generate, manufacture, refine, transport, treat, store, handle, disposeof, transfer, produce, process, or in any manner deal with Hazardous Substances; (iii) at no timeduring any Indemnitor’s management or ownership of the Property has there occurred a Release orthreatened Release of a Hazardous Substance; (iv) no Indemnitor has received any written notice oradvice from any Governmental Authority or quasi-Governmental Authority, any lessee of the Property,or any other party alleging any claim based upon an Environmental Activity, alleging the presence,Release, or threatened Release of a Hazardous Substance on, from, or affecting the Property, oralleging any violation of any Environmental Requirement; and (v) to Indemnitors’ knowledge, noprior owner of the Property or any lessee of the Property has received any written notice or advicefrom any Governmental Authority or quasi-Governmental Authority or from any other party allegingany claim based upon an Environmental Activity, alleging any Release of any Hazardous Substance on,from, or affecting the Property, or alleging any violation of any Environmental Requirement;     (b) all Environmental Permits necessary for the current use and operation of the Property, ifany are required, have been obtained and are in effect for the operations conducted at theProperty;     (c) Indemnitors have operated the Property in material compliance with all applicableEnvironmental Requirements;     (d) there are no past, pending, or, to Indemnitors’ knowledge, threatened Environmental Claimsagainst Indemnitors or the Property;     (e) Indemnitors have not transported or arranged for the transportation from the Property ofany Hazardous Substance to any location that is listed or proposed for listing on the NationalPriorities List under CERCLA or on the CERCLIS or any analogous state list or, to Indemnitors’knowledge, that is the subject of any Environmental Claim;
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     (f) no asbestos-containing materials are located in any of the improvements constituting anypart of, or located on any part of, the Property;     (g) there are not now and, to Indemnitors’ knowledge, never have been, any underground storagetanks, as such term is defined in 42 U.S.C. § 6991, located on the Property or on any propertyadjoining the Property.     6. Affirmative and Negative Covenants. Until payment in full of the SecuredIndebtedness, *unless*Lender shall otherwise consent in writing:     (a) Indemnitors shall keep the Property free of Hazardous Substances, *except*for PermittedSubstances and Indemnitors shall not allow any tenant, occupant, or other party to generate,manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process, or inany manner deal with Hazardous Substances on or at the Property, *except*for Permitted Substances.Indemnitors shall not cause or permit, as a result of any intentional or unintentional act oromission on the part of any Indemnitor, and Indemnitors shall at all times prior to the dateIndemnitors cease to own, operate, or control the Property, use (and shall cause all others to use)their best efforts not to permit, as a result of any act or omission on the part of any tenant orsubtenant or occupant of the Property, a Release of any Hazardous Substance onto the Property oronto any other property.     (b) Indemnitors shall acquire and comply with all Environmental Permits necessary for theownership, operation, or use of the Property. Indemnitors shall comply with, and shall use theirbest efforts to ensure compliance by all tenants, subtenants, and occupants of the Property withall Environmental Requirements and shall keep the Property free and clear of any liens imposedpursuant thereto. Indemnitors shall immediately pay or cause to be paid all costs and expensesincurred to ensure such compliance. Indemnitors shall obtain and renew all Environmental Permitsrequired for the ownership, operation, or use of the Property. If Indemnitors receive any writtennotice or advice from any Governmental Authority or from any tenant, subtenant, or occupant withregard to any Environmental Claim or alleged Environmental Claim or of any Release or threatenedRelease of any Hazardous Substance from or affecting the Property, then Indemnitors shallimmediately notify Lender in writing. Indemnitors shall conduct and complete all investigations,studies, sampling, and testing which are reasonably necessary or required, and all remedial,removal, and other actions necessary to investigate, clean up, and remove all Hazardous Substanceson or affecting the Property or originating from the Property in accordance with and to the fullextent required by Environmental Requirements and to the satisfaction of all applicableGovernmental Authorities. If Indemnitors do not proceed with any investigation, removal, remedial,or other action in compliance with Environmental Requirements within thirty (30) days of receipt ofthe initial written advice or notice with regard to the Property, then Lender, within thirty (30)days after notice to Indemnitors by Lender, may elect, in its sole discretion and with noobligation to do so, to undertake such action. Any monies expended by Lender in efforts to complywith any Environmental Requirements (including the costs of hiring consultants, undertakingsampling and testing, performing any removal or remedial action necessary or useful in thecompliance process, and reasonable attorneys’ fees and disbursements) will be reimbursed byIndemnitors to Lender on demand, will constitute a portion
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of the Secured Indebtedness, will bear interest from the date incurred until paid at the applicablerate set forth in the Note, and will be secured by all collateral for the Loan.     (c) Indemnitors shall provide Lender, within thirty (30) days after demand by Lender, with abond, letter of credit, or similar financial assurance evidencing to Lender’s satisfaction thatnecessary funds are available to pay the cost of removing, treating, and disposing of suchhazardous substances and discharging any assessments which may be established on the Property as aresult thereof, if in Lender’s reasonable opinion, Indemnitors do not have sufficient funds to payfor such costs for discharge of such assessments or if an Event of Default has occurred.     7. Recourse Obligations. Indemnitors agree that notwithstanding any term or provisioncontained in this Agreement or any other Loan Document apparently to the contrary, Indemnitors’obligations as set forth in this Agreement shall be exceptions to any non-recourse or exculpatoryprovision relating to the Loan, if any, and Indemnitors shall be unconditionally liable for theobligations under this Agreement, and such liability shall not be limited to the original principalamount of the Loan.     8. Periodic Site Assessments. Lender (by its officers, employees, and agents) at anytime and from time-to-time, may contract for the services of persons (the “Site Reviewers”)to perform environmental site assessments (“Site Assessments”) on the Property for thepurpose of determining whether there exists on the Property any environmental condition which couldreasonably be expected to result in any liability, costs, or expense to the owner, occupier, oroperator of the Property arising under any Environmental Requirement relating to HazardousSubstances. The Site Assessments may be performed at any time or times, upon reasonable notice,and under reasonable conditions established by Indemnitors which do not impede the performance ofthe Site Assessments. The Site Reviewers are hereby authorized by Indemnitors to enter upon theProperty for such purposes and as provided hereinbelow. The Site Reviewers are further authorizedto perform both above and below the ground testing for environmental damage or the presence ofHazardous Substances on the Property and such other tests on the Property as may be necessary toconduct the Site Assessments in the reasonable opinion of the Site Reviewers. Indemnitors shallsupply to the Site Reviewers such historical and operational information regarding the Property asmay be reasonably requested by the Site Reviewers to facilitate the Site Assessments and will makeavailable for meetings with the Site Reviewers appropriate personnel having knowledge of suchmatters. The cost of performing such Site Assessments shall be paid by Indemnitors upon demand ofLender and any such obligations shall be added to and become a part of the Loan.     9. Miscellaneous.     (a) Notices. Notices to be made under this Agreement shall be given in accordancewith the Note.     (b) Number and Gender. Whenever used herein, the singular number shall include theplural and the singular, and the use of any gender shall be applicable to all genders.
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     (c) Captions. The captions, headings, and arrangements used in this Agreement are forconvenience only and do not in any way affect, limit, amplify, or modify the terms and provisionshereof.     (d) Successors and Assigns. Whenever in this Agreement any of the parties hereto isreferred to, such reference shall be deemed to include the successors and assigns of such party asLender or Indemnitors; and all covenants, promises, and agreements by or on behalf of Indemnitorsthat are contained in this Agreement shall bind and inure to the benefit of Indemnitees’ successorsand assigns; *provided, however*, that Indemnitors may not assign their obligations and dutieshereunder without the prior written consent of Lender, and any such attempted assignment shall nothave the effect of releasing Indemnitors from any of their obligations or duties hereunder.     **(e) ****CHOICE OF LAW; JURISDICTION; VENUE****. EXCEPT TO THE EXTENT THAT THEVALIDITY OR PERFECTION OF SECURITY INTERESTS OR REMEDIES IN RESPECT OF ANY PARTICULAR COLLATERAL ISGOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS, THIS AGREEMENT AND THE OTHERLOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THESTATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. JURISDICTION FOR ALL MATTERSARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE EXCLUSIVELY IN THE STATE ANDFEDERAL COURTS SITTING IN DALLAS COUNTY, TEXAS, AND EACH INDEMNITOR HEREBY IRREVOCABLY SUBMITSITSELF TO THE JURISDICTION OF SUCH STATE AND FEDERAL COURTS AND AGREES AND CONSENTS NOT TO ASSERTIN ANY PROCEEDING, THAT ANY SUCH PROCESS IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUETHEREOF IS IMPROPER, AND FURTHER AGREES TO A TRANSFER OF SUCH PROCEEDING TO THE COURTS SITTING INDALLAS COUNTY, TEXAS.**     (f) Waivers. No failure or delay of any Indemnitee in exercising any power, right, orbenefit hereunder shall operate as a waiver thereof, nor shall any single or partial exercise ofany such right or power, or any abandonment or discontinuance of steps to enforce such a right orpower, preclude any other or further exercise thereof or the exercise of any other right or power.The rights and remedies of Indemnitees hereunder are cumulative and not exclusive of any rights orremedies which any of them would otherwise have. No waiver of any provision in this Agreement orconsent to any departure by Indemnitors therefrom shall in any event be effective unless signed inwriting by Lender, and then such waiver or consent shall be effective only in the specific instanceand for the purpose for which given.     (g) Amendment. This Agreement may be amended only by an agreement in writing signedby the party against whom enforcement thereof is sought.     (h) **WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC****. EACH INDEMNITOR HEREBY KNOWINGLY,VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY**
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**LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ORDIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT ORTHE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR ASSOCIATED HEREWITH ORTHEREWITH, BEFORE OR AFTER MATURITY OF THE NOTE; (B) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITEDBY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES”, ASDEFINED BELOW, (C) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF LENDER OR COUNSEL FORANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, INTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (D) ACKNOWLEDGES THAT LENDERHAS BEEN INDUCED TO ENTER INTO THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONSCONTEMPLATED THEREBY BY AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THISSECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY,OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANYPARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.**     **(i) ****ENTIRE AGREEMENT****. THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS TOGETHERCONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF, AND ALLPRIOR DISCUSSIONS, AGREEMENTS AND STATEMENTS, WHETHER ORAL OR WRITTEN, ARE MERGED INTO THISAGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THEPARTIES AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED BYEVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.***[The remainder of this page is left blank intentionally.]*
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EXECUTEDon this the 18th day of August, 2006, effective for all purposes as of the Effective Date.       **INDEMNITORS:** **MIDLOTHIAN LONGBRANCH, L.P.,**