**Exhibit 10.2****SECURED PROMISSORY NOTE**     U.S. $962,563.00 ***Dallas, Texas*** August 14, 2006     **FOR VALUE RECEIVED**, **MIDLOTHIAN LONGBRANCH, L.P.,**a Texas limited partnership (“***Borrower***”)hereby makes and issues this Secured Promissory Note (this “***Note***”), and promises to pay to theorder of **UNITED DEVELOPMENT FUNDING III, L.P.**, a Delaware limited partnership (together with itssuccessors and assigns, “***Lender***”) the principal sum of U.S. Nine Hundred Sixty-Two Thousand FiveHundred Sixty-Three and NO/100 ($962,563.00) or, if greater or less, the aggregate amount of allfunds advanced to Borrower under this Note, together with accrued, unpaid interest thereon, and allother amounts due to Lender hereunder. Pars Investments, Inc., a Texas corporation (the ***“GeneralPartner***”) is executing this Note on behalf of Borrower in its capacity as the general partner ofBorrower, as well as on its own behalf for certain purposes described herein. CenturionAcquisitions, L.P., a Texas limited partnership (“***Centurion***”) is executing this Note for certainpurposes described herein. Lender, Borrower, Centurion and the General Partner hereby agree to theterms and conditions of this Note, as further set forth below.     1. Certain Definitions. Certain capitalized terms which are defined in the text ofthis Note shall have the respective meanings given to such terms herein. The following capitalizedterms shall have the following meanings:     (a) “***Accrued Interest Payments***” shall mean payments equal to the amount of accruedinterest on the outstanding principal balance of this Note, calculated at the applicablerate of interest provided herein, and payable as provided herein.     (b) “***Base Rate***” shall mean the lesser of (i) fifteen percent (15%) accrued andcompounded monthly, or (ii) the Highest Lawful Rate.     (c) “***Commitment***” shall mean the aggregate amount of U.S. Seven Hundred Twenty-FiveThousand and NO/100 Dollars ($725,000.00).     (d) “***Commitment Advance***” shall mean full or partial advance of the Commitment toBorrower pursuant to the terms hereof.     (e) “***Commitment Fee***” shall mean a fee paid by Borrower to Lender or its assigns, inconsideration Lender’s commitment to make the loan pursuant to this Note in the amount setforth in Section 2(c) of this Note.     (f) ***“Deed of Trust”***shall mean that certain Deed of Trust, Security Agreement, andFixture Filing (Financing Statement) with Borrower as the grantor and with Lender as thegrantee, covering the Borrower’s interests in the Property.     (g) “***Default Rate***” shall mean the lesser of (i) eighteen percent (18%), accrued andcompounded monthly, or (ii) the Highest Lawful Rate.
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     (h) “***Effective Date***” shall mean August 14, 2006.     (i) “***Event of Default***” shall have the meaning given to such term in Section 10of this Note.     (j) “***Highest Lawful Rate***” shall mean the maximum lawful rate of interest which may becontracted for, charged, taken, received or reserved by Lender in accordance with theapplicable laws of the State of Texas (or applicable United States federal law, to theextent that it permits Lender to contract or charge, take, receive or reserve a greateramount of interest than under Texas law), taking into account all fees and expensescontracted for, charged, received, taken or reserved by Lender in connection with thetransaction relating to this Note and the indebtedness evidenced hereby or by the other LoanDocuments which are treated as interest under applicable law.     (k) “***Indemnity Agreement***” shall mean that certain Environmental Indemnity Agreement tobe executed by Borrower, Centurion, Pars and Mehrdad Moayedi in favor of Lender, dated as ofthe Effective Date.     (l) “***Interest Reserve***” shall mean an aggregate of up to $200,000.00 (subject toincrease pursuant to Section 3(a)) to be advanced by Lender hereunder and to beapplied against Accrued Interest Payments, subject to the provisions of Section 4(b)of this Note.     (m) “***Interest Reserve Advance***” means an advance under this Note in the amount of anAccrued Interest Payment pursuant to Section 4(b) of this Note.     (n) “***Lien***” shall mean any lien, security interest, charge, tax lien, pledge,encumbrance, conditional sales or other title retention arrangement or any other interest inproperty designed to secure the repayment of indebtedness or the satisfaction of any otherobligation, whether arising by agreement or under any statute or law, or otherwise.     (o) “***Loan Administration Fee***” shall mean a fee charged by Lender in consideration ofadministrative costs and expenses incurred by Lender in connection with each CommitmentAdvance hereunder.     (p) “***Loan Documents***” shall mean this Note, the Pledge Agreement, the Deed of Trust, theIndemnity Agreement, the error and omissions letter and all other documents, certificates,instruments, and agreements executed, entered into or delivered by Borrower, Centurion, theGeneral Partner, or any of their respective affiliates in connection with the loan madepursuant to this Note, as each such document may be amended from time to time.     (q) “***Loan Expenses***” shall mean all fees and expenses incurred by Lender in connectionwith the loan made pursuant to this Note and the preparation of this Note and the other LoanDocuments, including, without limitation, attorneys fees, accountants fees,
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closing costs, due diligence costs and expenses, recording fees, courier and delivery fees,document preparation fees, wire transfer and bank fees, title company fees, and all otherfees and costs incurred by Lender.     (r) “***Maturity Date***” means February 14, 2008.     (s) “***Partnership Agreement***” means the Agreement of Limited Partnership of MidlothianLongbranch, L.P., as it may be amended from time to time.     (t) “***Pledge Agreement***” shall mean that certain Pledge Agreement executed by thePledgors in favor of Lender dated as of the Effective Date, pursuant to which (i) Centurionand the General Partner pledge and grant to Lender, a security interest in their respectivepartnership interests in Borrower, and (ii) Mehrdad Moayedi pledges and grants to Lender, asecurity interest in all of the capital stock of the General Partner, as security for theprompt payment and performance of Borrower’s obligations to Lender under this Note, as suchagreement may be amended from time to time.     (u) “***Pledgors***” mean, collectively, Mehrdad Moayedi, Centurion and the General Partner.     (v) “***Property***” shall mean that certain real property developed or to be developed intoresidential single family lots located in the City of Midlothian, Ellis County, Texas,commonly referred to “Meadows at Longbranch”, as further described on Exhibit “A” tothe Deed of Trust.     (w) “***Senior Indebtedness***” shall mean the amount of indebtedness owed to the SeniorLender that Lender has agreed in writing will have priority over the indebtedness evidencedby this Note.     (x) “***Senior Lender***” shall mean, collectively, (i) Affiliated Bank, F.S.B., with respectto that certain Promissory Note executed by Borrower dated March 24, 2004 in the principalamount of $1,050,000.00, (ii) TexasBank, with respect to that certain Promissory Noteexecuted by Borrower dated December 14, 2004 in the principal amount of $3,056,000.00, and(iii) any other bank, financial institution or other lender having made a loan to Borrowerthat has a senior position ahead of Lender with respect to the payment of Borrowerindebtedness and/or the priority of security interests and/or Liens on the Property and anyother collateral granted or pledged as security for the loan made pursuant to this Note;provided, that Lender has agreed in writing to be subordinate thereto.     (y) “***Ventures***” means Midlothian Ventures, G.P., a Texas general partnership, which ownsa 0.01% partnership interest in Borrower as of the Effective Date, which partnershipinterest shall be redeemed by Borrower with proceeds of this Note.
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     2. Loan Expenses; Fees.     (a) Loan Expenses. Upon Lender’s demand from time to time, Borrower shall payLender, the full amount of all Loan Expenses incurred by Lender.     (b) Loan Administration Fee. In consideration of administrative costs andexpenses incurred by Lender in connection with Commitment Advances, Borrower agrees to payLender a Loan Administration Fee at the time of each Commitment Advance equal to one-quarterpercent (0.25%) of such Commitment Advance. The Loan Administration Fee with respect toeach Commitment Advance made hereunder is fully earned by Lender at the time such CommitmentAdvance is funded and, if not otherwise paid, shall be funded by Lender at the time of theCommitment Advance and upon disbursement shall automatically constitute principaloutstanding hereunder and cause a corresponding increase in the aggregate amount ofBorrower’s obligations hereunder (even if such disbursement causes the aggregate amountoutstanding hereunder to exceed the face amount of this Note).     (c) Commitment Fee. In consideration of Lender’s commitment to make the loanpursuant to this Note, Borrower agrees to pay Lender a Commitment Fee equal to three percent(3.0%) of the sum of (i) Commitment, and (ii) the Interest Reserve (which Commitment Fee isequal to $27,750.00), which shall be due at the first closing hereof. Pursuant toBorrower’s request, the Commitment Fee shall be funded by Lender under this Note and upondisbursement shall automatically constitute principal outstanding hereunder and cause acorresponding increase in the aggregate outstanding amount of Borrower’s obligationshereunder.     (d) Usury Savings Clause Applies. Borrower, Centurion, the General Partner andLender agree that Lender has provided, and shall provide, separate and distinctconsideration for the fees and expenses described in Sections 2(a), (b) and(c) above and/or that such fees and expenses represent bona fide fees and expensesincurred by Lender. Borrower, the General Partner, Centurion and Lender further agree thatsuch fees and expenses are not, are not intended to be, and shall not be characterized as,interest or as compensation for the use, forbearance or detention of money. Despite theforegoing and notwithstanding anything else in this Note and the other Loan Documents to thecontrary, if any fees or expenses charged or chargeable to Borrower hereunder are determinedto constitute interest and such fees or expenses, when added to the interest chargedhereunder, would cause the aggregate interest charged hereunder to exceed the Highest LawfulRate, then Section 11 of this Note shall automatically apply to reduce the interestcharged hereunder so as not to exceed the Highest Lawful Rate.     (e) Assignment. The Loan Administration Fee and all Loan Expenses areassignable by the payee to any affiliate or third party.     3. Closings; Commitment Advances; Borrowing Procedures; etc.
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     (a) Closings; Commitment Advances. Subject to the terms and conditions of thisNote, Lender agrees to make Commitment Advances to Borrower prior to the Maturity Date in anaggregate amount not to exceed the Commitment. The loan made pursuant to this Note shall befunded in two separate closings. At the first closing, which shall occur on or shortlyafter the Effective Date of this Note, (i) $425,000.00 of the Commitment shall be advancedto Borrower, to be applied towards the redemption by Borrower of the 0.01% partnershipinterest in Borrower owned by Ventures, and (ii) this Note and the Loan Documents (otherthan the Deed of Trust) shall be executed and delivered to Lender. At the second closing,which is anticipated to occur within thirty (30) days after the Effective Date, (i) theremaining $300,000.00 of the Commitment shall be advanced to Borrower, to be applied towardsthe redemption by Borrower of the 0.01% partnership interest in Borrower owned by Ventures,(ii) Borrower shall provide Lender with documentation and evidence satisfactory to Lenderthat Ventures’ partnership interest in Borrower is then being redeemed, and (iii) Borrowershall execute and deliver to Lender, the Deed of Trust and such other items as are thenrequired to be delivered by Section 7 of this Note. Lender shall have no obligationto make any Commitment Advance hereunder to the extent such Commitment Advance would causethe aggregate principal amount of all outstanding Commitment Advances to exceed theCommitment. This Note is not a revolver and thus, the portion of the Commitment borrowedmay not be repaid to Lender and subsequently reborrowed under this Note.     (b) Procedure for Borrowing. Each Commitment Advance shall be made byBorrower’s delivery of a written request to Lender. Such notice must be received by Lenderno less than five (5) business days prior to the date that is the requested funding date,and shall specify the amount of the Commitment Advance so requested, and the requestedfunding date.     (c) Making of Commitment Advances. Subject to the terms and conditions of thisNote, after receipt of a request for an Commitment Advance pursuant to Section 2(b),Lender shall make the amount of the requested Commitment Advance available to Borrower onthe applicable funding date; provided, however, that Lender shall have no obligation to makeany Commitment Advance unless each of the conditions precedent in Section 7 havebeen satisfied.     (d) Discretionary Advances. Lender is authorized to make advances hereunderthat Lender, in its sole discretion, deems necessary or desirable to pay any Loan Expense orother amount chargeable to Borrower pursuant to the terms of this Note or any other LoanDocument (such advances made for the foregoing purposes are referred to herein as the“***Discretionary Advances***”). Each Discretionary Advance shall, upon disbursement,automatically constitute principal outstanding hereunder and cause a corresponding increasein the aggregate amount of Borrower’s obligations hereunder (even if such DiscretionaryAdvance causes the aggregate amount outstanding hereunder to exceed the face amount of thisNote). The making by Lender of any Discretionary Advance shall not cure any Event ofDefault hereunder, unless Lender provides Borrower with a written waiver of such Event ofDefault.
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     (e) Face Amount of Note. The $962,563.00 face amount of the Note consists ofthe sum of (i) the Commitment ($725,000.00), *plus* (ii) the Interest Reserve$200,000.00), *plus* (iii) the Commitment Fee, ($27,750.00), *plus* (iv) anaggregate of $9,813.00 in anticipated Loan Expenses and Loan Administration Fees; provided,that if the full $9,813.00 is not used for Loan Expenses and Loan Administration Fees, thenLender shall increase the Interest Reserve by such unused amount.     4. Interest; Payments.     (a) Interest Rate. The outstanding principal amount of this Note shall bearinterest on each day outstanding at the Base Rate in effect on such day, accrued andcompounded monthly, unless the Default Rate shall apply. Upon the occurrence and during thecontinuation of an Event of Default, the outstanding principal amount of this Note shall,automatically and without the necessity of notice, bear interest from the date of such Eventof Default at the Default Rate, accrued and compounded monthly, until all such delinquentamounts are paid or such breach or Event of Default is otherwise cured to the satisfactionof Lender or waived by Lender in writing.     (b) Interest Payments; Interest Reserve Advances. Accrued Interest Paymentsshall be due and payable on the last day of each month for interest accrued during thatmonth. Notwithstanding the foregoing sentence and subject to the other provisions hereof,on each date that an Accrued Interest Payment becomes due and payable hereunder, Lendershall make an Interest Reserve Advance hereunder in the amount of such Accrued InterestPayment, which shall be applied to the Accrued Interest Payment then due and payable, untilthe Interest Reserve has been fully exhausted. Subject to the other provisions of thisNote, each time Lender funds an Interest Reserve Advance hereunder, (i) Borrower’srequirement to make the Accrued Interest Payment for such month shall be satisfied, (ii) theamount of remaining Interest Reserve shall be reduced by the amount of such Interest ReserveAdvance, and (iii) such Interest Reserve Advance funded by Lender hereunder shallautomatically become principal outstanding under this Note upon such funding. The InterestReserve Advances may be funded by Lender even if such funding causes the outstandingprincipal balance of this Note to exceed its face amount. Notwithstanding anything else tothe contrary contained herein, (i) if at any time an Event of Default has occurred and iscontinuing under this Note, Lender shall not be obligated to make any further InterestReserve Advances, and thereafter, shall do so only in its sole discretion, unless and untilthe Event of Default is cured to Lender’s satisfaction as evidenced in writing, and (ii) inno event shall Lender be obligated to make any Interest Reserve Advance that would cause theaggregate amount of Interest Reserve Advances made hereunder to exceed the remainingInterest Reserve.     (c) Payments. Subject to the other provisions of this Note:     (i) Accrued Interest Payments shall be due and payable as provided inSection 4(b) of this Note;
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     (ii) concurrently with the sale and closing of the Property, Borrower shall payLender the amount of full amount of such proceeds received by or due to Borrowerfrom such sale, after payment to the Senior Lender of any amount due to the SeniorLender upon such sale under the terms of the loan documents evidencing the SeniorIndebtedness; and     (iii) the outstanding principal balance of this Note, together with allaccrued, unpaid interest thereon, unpaid Loan Expenses and other unpaid amounts duehereunder, shall be due and payable on the Maturity Date.     5. Terms and Conditions of Payment.     (a) Application of Payments. Subject to the application of Interest ReserveAdvances to Accrued Interest Payments as provided in Section 4(b) of this Note, allpayments on this Note shall be applied first, to unpaid Loan Expenses due hereunder, next,to unpaid accrued interest, and last, to principal outstanding under this Note.Notwithstanding the foregoing sentence, if any Event of Default occurs and is existing underthis Note or any other Loan Document, Lender shall have the right to apply payments towardamounts due under this Note as Lender determines in its sole discretion.     (b) General. All amounts are payable to Lender in lawful money of the UnitedStates of America at the address for Lender provided in this Note, or at such other addressas from time to time may be designated by Lender. Borrower will make each payment which itowes under this Note and the other Loan Documents to Lender in full and in lawful money ofthe United States, without set-off, deduction or counterclaim. Under no circumstance mayBorrower offset any amount owed by Borrower to Lender under this Note with an amount owed byLender to Borrower under any other arrangement. All payments shall be made by cashier’scheck or wire transfer of immediately available funds. Should any such payment become dueand payable on a day other than a business day, the date for such payment shall be extendedto the next succeeding business day, and, in the case of a required payment of principal,interest or Loan Expenses or other amounts then due, interest shall accrue and be payable onsuch amount for the period of such extension. Each such payment must be received by Lendernot later than 3:00 p.m., Dallas, Texas time on the date such payment becomes due andpayable. Any payment received by Lender after such time will be deemed to have been made onthe next succeeding business day.     (c) Prepayment. Borrower may prepay this Note in whole or in part at any timeand from time to time without incurring any prepayment fee or penalty; provided, thatinterest shall accrue on the portion of this Note so prepaid through the date of suchprepayment.     6. Loan Deliveries. At or prior to the closing of the loan made pursuant to thisNote, Borrower shall deliver or cause to be delivered to Lender, the following items, each of whichshall be satisfactory in form and substance to Lender:
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     (a) this Note and each other Loan Document, duly executed by Borrower, the GeneralPartner, Centurion and Mehrdad Moayedi, as applicable;     (b) the most recent financial statements of Borrower, Centurion and the GeneralPartner, in the form specified in Section 9(f), and accompanied by the certificationrequired by Section 9(f);     (c) a certified copy of the formation documents and all amendments thereto for each ofBorrower, Centurion and the General Partner;     (d) certificates of existence for Borrower and Centurion, and certificates of existenceand good standing for the General Partner, issued by the appropriate state authorities;     (e) resolutions of the board of directors of the General Partner authorizingBorrower’s, Centurion’s and the General Partner’s execution, delivery, and performance ofthis Note and the other Loan Documents, and the transactions contemplated hereby andthereby;     (f) resolutions of the board of directors, managers, or other governing body which hasauthority to act on behalf of each Pledgor that is an entity, authorizing the execution,delivery and performance of the Pledge Agreement and the transactions contemplated thereby;     (g) the written consent of the partners of Borrower authorizing the Pledge Agreementand the transactions contemplated thereby, including Lender’s remedies thereunder;     (h) a certificate of Borrower’s and the General Partner’s general liability policies,and evidence of payment of the premium through at least one year;     (i) a certificate (the “***Officer’s Certificate***”) executed by the Chief Executive Officeror President of the General Partner certifying that (i) no Event of Default has occurred andis continuing under this Note, (ii) all representations and warranties made by Borrower,Centurion and the General Partner, respectively, in this Note and the other Loan Documentsare true and correct in all respects, and (iii) Borrower, Centurion and the General Partnerhave complied with and performed, in all respects, all covenants, conditions and agreementswhich are then required by this Note and the other Loan Documents to have been complied withor performed;     (j) the Partnership Agreement and all amendments thereto in effect as of the EffectiveDate;     (k) copies of the loan documents evidencing any Senior Indebtedness and all amendmentsthereto;
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     (l) all written consents that are required with respect to the Note and the other LoanDocuments and the transactions contemplated thereby, including, without limitation, thewritten consent of the Senior Lenders; and     (m) such other and further documents, agreements and certificates as are reasonablyrequired by Lender.     7. Conditions Precedent to Commitment Advances. Borrower, Centurion and the GeneralPartner agree that, notwithstanding anything to the contrary contained herein or in the other LoanDocuments, Lender’s obligation to fund each Commitment Advance shall be conditioned upon thesatisfaction of each of the following conditions, on and as of the funding date for the applicableCommitment Advance:     (a) Borrower and the General Partner shall have executed and delivered to Lender, anOfficer’s Certificate dated as of the funding date, and all matters certified in theOfficer’s Certificate shall be true and correct in all respects;     (b) the requested Commitment Advance, if made, would not cause the aggregate amount ofall outstanding Commitment Advances to exceed the Commitment;     (c) Borrower shall have obtained the consent of the Senior Lenders to Lender placing aLien on the Property pursuant to the Deed of Trust; and     (d) Borrower shall have complied with each other reasonable request of Lender made inconnection with the Commitment Advance.     8. Representations and Warranties. Each of Borrower, Centurion and the GeneralPartner jointly and severally represents and warrants to Lender that:     (a) Organization and Good Standing; Authorization. Each of Borrower, Centurionand the General Partner (i) is duly organized, validly existing and in good standing underthe laws of its jurisdiction of organization, and (ii) has full power and authority to ownits properties, carry on its business and to perform the transactions contemplated by thisNote and the other Loan Documents. All necessary partnership, limited liability company,partnership, member, partner and other actions required to be taken on behalf of the GeneralPartner, Centurion and Borrower to approve this Note and the other Loan Documents and thetransactions contemplated hereby and thereby, have been duly taken. Each of Borrower,Centurion and the General Partner is in compliance in all material respects with all lawsapplicable to it in each jurisdiction within and without outside the United States where itowns or leases any properties or conducts any business, except for any such non-compliancethat would not have a material adverse effect, individually or in the aggregate, on theirrespective financial condition or operations.     (b) Authority; Validity. Each of Borrower, Centurion and the General Partnerhas the power, authority and legal right to execute, deliver and perform its obligations
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under this Note and the other Loan Documents. The execution and delivery by Borrower,Centurion and the General Partner of this Note and the other Loan Documents, and theperformance of their respective obligations thereunder, will not (i) violate the certificateof formation of Borrower, Centurion or the General Partner, the partnership agreement ofBorrower or Centurion, or the General Partner’s bylaws***,***(ii) violate any law or result in adefault under any contract, agreement, or instrument to which Borrower, Centurion or theGeneral Partner is a party or by which Borrower, Centurion or the General Partner or any oftheir respective assets and properties are bound, or (iii) result in the creation orimposition of any Lien upon any of their respective assets. The Loan Documents constitutethe legal, valid and binding obligations of Borrower, Centurion and the General Partner andare enforceable against Borrower, Centurion and the General Partner in accordance with theirterms, except as enforceability may be limited by bankruptcy, insolvency or similar lawsaffecting the enforcement of creditors’ rights generally.     (c) Litigation. There is no pending order, notice, claim, litigation,proceeding or investigation against or affecting Borrower, Centurion or the General Partneror any of their respective assets or properties, whether or not covered by insurance, thatcould materially and adversely affect either the financial condition or business prospectsor Borrower, Centurion or the General Partner, if adversely determined.     (d) Indebtedness. Neither Borrower nor Centurion nor the General Partner hasany material indebtedness of any nature, to the extent disclosed in the latest financialstatements delivered to Lender or otherwise disclosed in writing to Lender and approved byLender.     (e) Environmental Liability. To the best of Borrower’s, Centurion’s and theGeneral Partner’s knowledge, no hazardous substances or solid wastes have been disposed ofor otherwise released on the Property, except as may have been otherwise disclosed to Lenderin a Phase I environmental report delivered to Lender. The terms “hazardous substance” andrelease” shall have the meanings specified in the Comprehensive Environmental ResponseCompensation and Liability Act of 1980, as amended, (“***CERCLA***”), and the terms “solid waste”and “disposal” (or “disposed”) shall have the meanings specified in the ResourceConservation and Recovery Act of 1976, as amended, (“***RCRA***”); provided, to the extent thatthe laws of the State of Texas establish a meaning for “hazardous substance”, “release”,“solid waste”, or “disposal” or “disposed”) that is broader than that specified in eitherCERCLA or RCRA, such broader meaning shall apply.     (f) Tax Liabilities. Each of Borrower, Centurion and the General Partner hasfiled all federal, state, county, local, and foreign tax returns and reports required tohave been filed by them (or has obtained valid extensions with respect to such returns andreports), including but not limited to such returns and reports with respect to income,payroll, property, employee withholding, social security, unemployment, franchise, excise,use and sales taxes. Each of Borrower, Centurion and the General Partner has paid in fullall taxes that have become due as reflected on all such returns and reports (including anyinterest and penalties) and has established adequate reserves for all taxes
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payable but not yet due. No governmental claim for additional taxes, interest, or penaltiesis pending or, to Borrower’s, Centurion’s and the General Partner’s knowledge, threatenedagainst the Property, or against Borrower, Centurion or the General Partner or any of theirrespective properties or assets.     9. Covenants. Each of Borrower, Centurion and the General Partner jointly andseverally covenants and agrees with Lender that it will comply with each of the following covenantsbelow:     (a) Payment; Performance. Borrower shall promptly pay all amounts due andowing to Lender under this Note. Borrower, Centurion and the General Partner shall timelyperform and comply with each agreement and covenant made under this Note and the other LoanDocuments.     (b) Use of Proceeds. The proceeds of this Note shall be used solely to redeemthe 0.01% partnership interest in Borrower owned by Ventures, and such other businesspurposes as are approved by Lender. In no event shall the proceeds of this Note be used,directly or indirectly, by any person for personal, family, household or agriculturalpurposes or for the purpose, whether immediate, incidental or ultimate, of purchasing,acquiring or carrying any “margin stock” (as such term is defined in Regulation Upromulgated by the Board of Governors of the Federal Reserve System).     (c) Other Loans. Except for Senior Indebtedness existing as of the EffectiveDate, Borrower shall not enter into any promissory note, loan documents, or other agreementfor borrowed money without the prior written consent of Lender, including, withoutlimitation, any loan documents evidencing Senior Indebtedness. Unless otherwise agreed byLender in writing, all loan documents evidencing any Senior Indebtedness entered into afterthe Effective Date shall provide that (i) the Senior Lender shall give Lender written noticeof any default or event of default occurring under the loan documents evidencing the SeniorIndebtedness, and (ii) upon any default by Borrower, Lender shall have the right, but notthe obligation, to cure Borrower’s default thereunder and to purchase the loan and the loandocuments evidencing the Senior Indebtedness from the Senior Lender.     (d) Termination of Existence. Nether Borrower nor Centurion nor the GeneralPartner shall cause, or enter into any agreement to cause, the dissolution or termination ofthe existence of Borrower, Centurion or the General Partner or the merger, consolidation, orreorganization of Borrower, Centurion or the General Partner with or into any other entity,whether or not such person would be the surviving entity.     (e) Notice of Certain Events. Borrower, Centurion and the General Partnershall promptly notify Lender in writing of the occurrence of any event or series of eventsof which Borrower, Centurion or the General Partner have actual knowledge causing, or thatcould be expected to cause or has caused (i) a material adverse effect on the operations orfinancial condition of Borrower, Centurion or the General Partner, (ii) the occurrence ofany Event of Default (without giving effect to any cure period applicable
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thereto), or (iii) any default by Borrower, Centurion or the General Partner or theacceleration of the maturity of any indebtedness owed by Borrower, Centurion or the GeneralPartner under the Senior Indebtedness or any indenture, mortgage, agreement, promissorynote, contract or other instrument to which Borrower, Centurion or the General Partner is aparty or by which any material asset or property of Borrower, Centurion or the GeneralPartner is bound. In addition, each of Borrower, Centurion and the General Partner agreesto notify Lender in writing at least twenty (20) business days prior to the date that itchanges its name, address, the location of its chief executive office or principal place ofbusiness, and the place where it keeps its books and records.     (f) Financial Statements. Borrower, Centurion and the General Partner shalldeliver to Lender, the following financial statements: (i) within sixty (60) days after theend of each fiscal quarter, the unaudited financial statements of Borrower, Centurion andthe General Partner, prepared in accordance with GAAP and combined or consolidated asappropriate, including all notes related thereto; and (ii) within one hundred twenty (120)days after the end of each fiscal year, the unaudited financial statements of Borrower,Centurion and the General Partner, prepared in accordance with GAAP and combined orconsolidated as appropriate, including all notes related thereto. All financial statementsprovided to Lender shall be certified as to accuracy and completeness by an officer of theGeneral Partner.     (g) Taxes. Borrower, Centurion and the General Partner shall pay all federal,state and local taxes levied against them and their respective properties and assets as theybecome due and payable and before the same become delinquent. Borrower, Centurion and theGeneral Partner shall have the right to pay such tax under protest or to otherwise contestany such tax or assessment, but only if (i) such contest has the effect of preventing thecollection of such taxes so contested and also of preventing the sale or forfeiture of anyproperty subject thereto, (ii) Borrower, Centurion and the General Partner have notifiedLender of their intent to contest such taxes, and (iii) adequate reserves for the liabilityassociated with such tax have been established in accordance with GAAP. Borrower, Centurionand the General Partner shall furnish to Lender evidence that all such taxes are paid atleast five (5) days prior to the last date for payment of such taxes.     (h) Certain Liens. Borrower shall not create, incur, assume, or suffer toexist, directly or indirectly, any Lien on or with respect to any of its assets, of anykind, whether now owned or hereafter acquired, or an income or profits therefrom, except for(i) Liens in favor of Lender, (ii) Liens in favor of the Senior Lender that secure SeniorIndebtedness, (iii) Liens in favor of United Development Funding, L.P., a Nevada limitedpartnership, and (iv) other Liens approved by Lender’s prior written consent.     (i) Indebtedness. Borrower shall not incur any indebtedness for borrowedmoney, other than Senior Indebtedness, the loan made pursuant to this Note or as otherwiseapproved by Lender’s prior written consent.
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     (j) Distributions. At any time when any amounts are due to Lender hereunder,Borrower shall not declare, pay, make, or authorize any distributions, whether in cash or inproperty, to its partners. Subject to Borrower’s timely fulfillment of its paymentobligations under Senior Indebtedness, all cash distributed to Centurion or the GeneralPartner from Borrower shall be applied to repayment of this Note, until it is repaid infull.     (k) Partnership Documents. Borrower, Centurion and the General Partner shall,promptly upon receipt, furnish to Lender, all of the following documents:     (i) all financial statements, pro formas, projections, budgets, capitalexpenditure and expense reports, and other financial information, and allinformation related to the operations of Borrower;     (ii) minutes of the meetings of the General Partner acting in its capacity asthe general partner of Borrower, and all written consents of the General Partneracting in its capacity as the general partner of Borrower;     (iii) all loan documents evidencing indebtedness for borrowed money ofBorrower, and all amendments thereto;     (iv) the title commitment for the Property, the title exception documents and,upon issuance, the title policy for the Property;     (v) all due diligence documents related to the Property, including, withoutlimitation, a Phase I Environmental Report, survey, plat, appraisal, and engineeringdue diligence report, land use, zoning, subdivision, grading, municipal district,environmental, and other governmental permits, approvals, authorizations and mapsnecessary to develop the Property in compliance with applicable GovernmentalRegulations;     (vi) certificates of general liability and hazard insurance for Borrower andbuilder’s liability insurance covering the Property;     (vii) all project updates, development reports, sales reports, budgets, proformas, and similar information with respect to the Property.     (l) Audit. Borrower, Centurion and the General Partner shall permit Lender andits employees, representatives, auditors, collateral verification agents, attorneys andaccountants (collectively, the “***Lender Representatives***”), at any time and from time to time,at their expense, to (i) audit all books and records related to Borrower, Centurion or theGeneral Partner and their respective properties and assets, and (ii) visit and inspect anyof their respective offices and assets and properties and to inspect and make copies of allbooks and records, and to write down and record any information the Lender Representativesobtain. Each of Borrower, Centurion and the General Partner agrees to cooperate fully inconnection with such audits and inspections.
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     (m) Assignments. Neither Borrower nor Centurion nor the General Partner shallassign, transfer or convey, any partnership interest, capital stock, or other equityinterest in any partnership, corporation, limited liability company, or other entity, theequity interests of which are pledged under the Pledge Agreement.     (n) Insurance. Borrower, Centurion and the General Partner shall, at alltimes, maintain or cause to be maintained, hazard insurance on the Property with coverageamounts that are normal and customary for similarly-situated entities engaged in similarbusinesses. Each such hazard insurance policy shall provide that Lender be given at leastthirty (30) days written notice as a condition precedent to any cancellation thereof ormaterial change therein. Borrower, Centurion and the General Partner shall obtain or causeto be obtained, an endorsement to each such policy naming Lender as an additional insured toeach such policy, and provide Lender annually with the insurance certificate, evidencingsuch coverage, the endorsement of each such policy to Lender, and evidence of payment of thepremium for each such policy.     (o) Operation of Business. Each of Borrower, Centurion and the General Partnershall operate their businesses in compliance with all applicable federal, state and locallaws, rules, regulations, and ordinances. Each of Borrower, Centurion and the GeneralPartner shall maintain their existence and good standing in each state where they operate ordo any business. Each of Borrower, Centurion and the General Partner shall obtain, maintainand keep current, all consents, licenses, permits, authorizations, permissions andcertificates which may be required or imposed by any governmental or quasi-governmentalagency, authority or body which are required by applicable federal, state or local laws,regulations and ordinances.     (p) Alterations. Without the prior written consent of Lender, Borrower shallnot permit the following to occur: any material amendment to the loan documents evidencingthe Senior Indebtedness, any increase in the maximum amount of the Senior Indebtedness, orany renewal or extension of the loan documents evidencing the Senior Indebtedness.     10. Default.     (a) For purposes of this Note, the following events shall constitute an “***Event ofDefault***”:     (i) except for Accrued Interest Payments due during any period when AccruedInterest Payments are required to be made by Lender pursuant to Section4(b), the failure of Borrower to make any payment required by this Note in fullon or before the date such payment is due (or declared due pursuant to the terms ofthis Note), whether on or prior to the Maturity Date; or     (ii) any financial statement, representation, warranty, or certificate made orfurnished by or with respect to Borrower, Centurion or the General
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Partner contained in this Note or any other Loan Document or made in connectionherewith or therewith, shall be materially false, incorrect, or incomplete whenmade; or     (iii) Borrower, Centurion or the General Partner shall fail to perform orobserve any covenant or agreement contained in this Note or any other Loan Documentthat is not separately listed in this Section 10(a) as an Event of Default,and the same remains unremedied for ten (10) days after written notice of suchfailure is given by Lender to Borrower; or     (iv) any “event of default” or “default” occurs under any Loan Document otherthan this Note and the same remains unremedied for ten (10) days after writtennotice is given by Lender to Borrower; or     (v) the entry of a decree or order for relief by a court having jurisdiction inrespect of Borrower, Centurion or the General Partner in an involuntary case underthe federal bankruptcy laws, as now or hereafter constituted, or any otherapplicable federal or state bankruptcy, insolvency or other similar law, which isnot vacated or dismissed within thirty (30) days, or appointing a receiver,liquidator, assignee, custodian, trustee, sequestrator (or other similar official)of Borrower, Centurion or the General Partner for any substantial part of theirproperty, or ordering the winding up or liquidation of such person’s affairs; or     (vi) the commencement by Borrower, Centurion or the General Partner of avoluntary case under the federal bankruptcy laws, as now constituted or hereafteramended, or any other applicable federal or state bankruptcy, insolvency or othersimilar law, or the consent by it to the appointment to or taking possession by areceiver, liquidator, assignee, trustee, custodian, sequestrator (or other similarofficial) of Borrower, Centurion or the General Partner for any substantial part oftheir respective properties, or the making by Borrower, Centurion or the GeneralPartner of any assignment for the benefit of creditors, or the admission byBorrower, Centurion or the General Partner in writing of its inability to pay itsdebts generally as they become due; or     (vii) the appointment of or taking possession by a receiver, liquidator,assignee, custodian, trustee, sequestrator or similar official of all or asubstantial part of Borrower, Centurion or the General Partner’s assets or of anypart of any property in a proceeding brought against or initiated by Borrower,Centurion or the General Partner; or     (viii) if Borrower, Centurion or the General Partner are liquidated ordissolved or winds up their affairs, or the sale or liquidation of all orsubstantially all of the assets of Borrower, Centurion or the General Partner; or
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     (ix) except as otherwise permitted herein, Centurion or the General Partnerassigns transfers, or conveys any partnership interest, capital stock, or otherequity interest in any partnership, corporation, limited liability company, or otherentity, the equity interests of which are pledged under the Pledge Agreement withoutthe prior written consent of Lender; or     (x) any “default” or “event of default” not cured within the grace period, ifany, for such default or event of default, shall occur under (A) the SeniorIndebtedness or any credit agreement, loan agreement, promissory note, or otherdocument evidencing indebtedness for borrowed money incurred by Borrower, Centurionor the General Partner or (B) any subordination agreement, security agreement,pledge agreement, guaranty, deed of trust, or other agreement providing security orcollateral for indebtedness, executed by Borrower, Centurion or the General Partner,or (C) any joint venture agreement, revenue or profits sharing or participationagreement, partnership agreement, shareholders agreement, securities purchaseagreement or any other agreement governing to which Borrower, Centurion or theGeneral Partner is a party, if Lender or any of its affiliates is also a party tosuch agreement (the terms “default” and “event of default” having the meaning givento such terms in any of the agreements described above).     (b) Upon the occurrence of an Event of Default described in subsection (a)(v),(vi) or (vii) above, all obligations under this Note and the other LoanDocuments shall thereupon be immediately due and payable, without demand, presentment,notice of demand or of dishonor and nonpayment, protest, notice of protest, notice ofintention to accelerate, declaration or notice of acceleration, or any other notice ordeclaration of any kind, all of which are hereby expressly waived by Borrower, Centurion andthe General Partner. During the continuance of any other Event of Default, then and inevery such case Lender may do any or all of the following: (i) declare the principal of thisNote together with all accrued and unpaid interest on the unpaid principal balance, and LoanExpenses and other amounts due to Lender under this Note or the other Loan Documents, to bedue and payable immediately, and the same shall become and be due and payable, withoutnotices, demands for payment, presentations for payment, notices of payment default, noticesof intention to accelerate maturity, protest and notice of protest, and any other notices ofany kind, all of which are expressly waived by Borrower, Centurion and the General Partnerand any and all sureties, guarantors and endorsers of this Note, (ii) exercise any itsrights under any of the Loan Documents, and/or (iii) exercise all other rights and remediesavailable to Lender at law and at equity, including, without limitation, such rightsexisting under the Uniform Commercial Code. No delay on the part of Lender in exercisingany power under this Note shall operate as a waiver of such power or right nor shall anysingle or partial exercise of any power or right preclude further exercise of that power orright.     (c) If this Note is placed in the hands of an attorney for collection after an Event ofDefault or failure to pay under this Note, or if all or any part of the indebtednessrepresented hereby is proved, established or collected in any court or in any bankruptcy,
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receivership, debtor relief, probate or other court proceedings, Borrower, Centurionand the General Partner, and all endorsers, sureties and guarantors of this Note, jointlyand severally, agree to pay reasonable attorneys’ fees and collection costs to Lender inaddition to the principal and interest payable under this Note.     11. Usury Laws.     (a) Notwithstanding anything to the contrary contained in this Note or any other LoanDocument, (i) this Note shall never bear interest in excess of the Highest Lawful Rate, and(ii) if at any time the rate at which interest is payable on this Note is limited by theHighest Lawful Rate by the foregoing clause (i) or by reference to the Highest Lawful Ratein the definitions of Base Rate and Default Rate, then this Note shall bear interest at theHighest Lawful Rate and shall continue to bear interest at the Highest Lawful Rate untilsuch time as the total amount of interest accrued on this Note equals (but does not exceed)the total amount of interest which would have accrued on this Note, had there been noHighest Lawful Rate applicable to this Note.     (b) It is the intention of the parties hereto that all aspects of this Note and theother Loan Documents, and the transactions contemplated hereby and thereby, comply with alllaws, including, specifically, any applicable usury laws. In furtherance thereof, Borrower,Centurion, the General Partner and Lender stipulate and agree that none of the terms andprovisions contained in this Note or the other Loan Documents shall ever be construed tocreate a contract to pay for the use, forbearance, or detention of money, or interest, inexcess of the maximum amount of interest permitted to be charged by applicable law in effectfrom time to time. Neither Borrower nor Centurion nor the General Partner nor any presentor future guarantors, endorsers, or other persons or entities hereafter becoming liable forpayment of Borrower’s obligations hereunder and under the other Loan Documents shall ever beliable for unearned interest thereon or shall ever be required to pay interest thereon inexcess of the maximum amount that may be lawfully charged under applicable law from time totime in effect, and the provisions of this Section 11 shall control over all otherprovisions of the Loan Documents that may be in conflict or apparent conflict herewith.Lender expressly disavows any intention to charge or collect excessive unearned interest orfinance charges in the event the maturity of this Note is accelerated. If (i) the maturityof this Note is accelerated for any reason, (ii) this Note is prepaid and as a result anyamounts held to constitute interest are determined to be in excess of the legal maximum, or(iii) Lender or any other holder of this Note shall otherwise collect moneys which aredetermined to constitute interest which would otherwise increase the interest hereon to anamount in excess of that permitted to be charged by applicable law, then all sums determinedto constitute interest in excess of such legal limit shall, without penalty, be promptlyapplied to reduce the then outstanding principal of this Note or, at Lender’s or suchholder’s option, promptly returned to Borrower or the other payor thereof upon suchdetermination. In determining whether or not the interest paid or payable, under anyspecific circumstance, exceeds the maximum amount permitted under applicable law, Lender andBorrower (and any other payors of this Note) shall to the greatest extent permitted underapplicable law, (i) characterize any non-principal payment as an expense, fee or premiumrather than as
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interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize,prorate, allocate, and spread the total amount of interest throughout the entirecontemplated term of this Note in accordance with the amounts outstanding from time to timehereunder and the maximum legal rate of interest from time to time in effect underapplicable law in order to lawfully charge the maximum amount of interest permitted underapplicable law. In the event applicable law provides for an interest ceiling under Chapter303 of the Texas Finance Code (the “***Texas Finance Code***”) as amended, for that day, theceiling shall be the “weekly ceiling” as defined in the Texas Finance Code. As used in thissection the term “applicable law” means the laws of the State of Texas or the laws of theUnited States of America, whichever laws allow the greater interest, as such laws now existor may be changed or amended or come into effect in the future.     12. Indemnity; Release. Each of Borrower, Centurion and the General Partner, jointlyand severally, agrees to indemnify Lender, upon demand, from and against any and all liabilities,obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements,costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants,experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectivelycalled “***Liabilities and Costs***”) to the extent actually imposed on, incurred by, or asserted againstLender in its capacity as lender hereunder growing out of, resulting from or in any other wayassociated with (a) this Note and the other Loan Documents or any of the transactions and events(including the enforcement or defense thereof) at any time associated therewith or contemplatedtherein, (b) any claim that the loan evidenced hereby is contractually usurious, and (c) any use,handling, storage, transportation, or disposal of hazardous or toxic materials on or about anyProperty or any part thereof or any real properties owned, managed or operated by Borrower,Centurion or the General Partner.**THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAYOR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARECAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER;**provided only that Lender shall not be entitled under this section to receive indemnification forthat portion, if any, of any Liabilities and Costs which is proximately caused by its ownindividual gross negligence or willful misconduct, as determined in a final judgment. If anyperson (including Borrower, Centurion and the General Partner) ever alleges such gross negligenceor willful misconduct by Lender, the indemnification provided for in this section shall nonethelessbe paid upon demand, subject to later adjustment or reimbursement, until such time as a court ofcompetent jurisdiction enters a final judgment as to the extent and effect of the alleged grossnegligence or willful misconduct. As used in this section, the term “Lender” shall refer not onlyto the person designated as such in this Note but also to each partner, director, officer,attorney, employee, representative and affiliate of such person.     13. Mutual Understanding. Each of Borrower, Centurion and the General Partnerrepresents and warrants to Lender that it and its principals have read and fully understands theterms and provisions hereof, has had an opportunity to review this Note with legal counsel and
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has executed this Note based on its own judgment and advice of counsel. If an ambiguity orquestion of intent or interpretation arises, this Note will be construed as if drafted jointly byBorrower, Centurion, the General Partner and Lender and no presumption or burden of proof willarise favoring or disfavoring any party because of authorship of any provision of this Note.     14. Further Assurances. Each of Borrower, Centurion and the General Partner, atBorrower’s expense, will promptly execute and deliver to Lender on Lender’s request, all such otherand further documents, agreements and instruments, and shall deliver all such supplementaryinformation, in compliance with or accomplishment of the agreements of Borrower, Centurion and theGeneral Partner under this Note and the other Loan Documents.     15. Cumulative Remedies. Each of Borrower, Centurion and the General Partner herebyagree that all rights and remedies that Lender is afforded by reason of this Note are separate andcumulative with respect to Borrower and the General Partner and otherwise and may be pursuedseparately, successively, or concurrently, as Lender deems advisable. In addition, all such rightsand remedies are non-exclusive and shall in no way limit or prejudice Lender’s ability to pursueany other legal or equitable rights or remedies that may be available to Lender.     16. Notice. All notices and other communications under this Note will be in writingand will be mailed by registered or certified mail, postage prepaid, sent by facsimile, deliveredpersonally by hand, or delivered by nationally recognized overnight delivery service addressed toBorrower, Centurion and the General Partner at 3901 Airport Freeway, Suite 200, Bedford, Texas76021, Facsimile No. Facsimile No. (817) 391-2501 or, with respect to Lender, to Lender at 1702 N.Collins Boulevard, Suite 100, Richardson, Texas 75080, Facsimile No. (469) 916-0695 or with respectto any party, to such other address as a party may have delivered to the other parties for purposesof notice. Each notice or other communication will be treated as effective and as having beengiven and received (a) if sent by mail, at the earlier of its receipt or three (3) business daysafter such notice or other communication has been deposited in a regularly maintained receptaclefor deposit of United States mail, (b) if sent by facsimile, upon confirmation of facsimiletransfer, (c) if delivered personally by hand, upon written confirmation of delivery from theperson delivering such notice or other communication, or (d) if sent by nationally recognizedovernight delivery service, upon written confirmation of delivery from such service.     17. Enforcement and Waiver by Lender. Lender shall have the right at all times toenforce the provisions of this Note and the other Loan Documents in strict accordance with theirrespective terms, notwithstanding any conduct or custom on the part of Lender in refraining from sodoing at any time or times. The failure of Lender at any time or times to enforce its rights undersuch provisions, strictly in accordance with the same, shall not be construed as having created acustom or in any way or manner modified or waived the same. All rights and remedies of Lender arecumulative and concurrent and the exercise of one right or remedy shall not be deemed a waiver orrelease of any other right or remedy.     18**. ****CHOICE OF LAW; JURISDICTION; VENUE****. EXCEPT TO THE EXTENT THAT THE VALIDITY ORPERFECTION OF SECURITY INTERESTS OR**
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**REMEDIES IN RESPECT OF ANY PARTICULAR COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHERTHAN THE STATE OF TEXAS, THIS NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCEWITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OFLAWS PROVISIONS. JURISDICTION FOR ALL MATTERS ARISING OUT OF THIS NOTE AND THE OTHER LOANDOCUMENTS SHALL BE EXCLUSIVELY IN THE STATE AND FEDERAL COURTS SITTING IN DALLAS COUNTY, TEXAS, ANDEACH OF BORROWER, CENTURION AND THE GENERAL PARTNER HEREBY IRREVOCABLY SUBMITS ITSELF TO THEJURISDICTION OF SUCH STATE AND FEDERAL COURTS AND AGREES AND CONSENTS NOT TO ASSERT IN ANYPROCEEDING, THAT ANY SUCH PROCESS IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF ISIMPROPER, AND FURTHER AGREES TO A TRANSFER OF SUCH PROCEEDING TO THE COURTS SITTING IN DALLASCOUNTY, TEXAS.**     19. Counterparts. This Note and each other Loan Document may be executed in anynumber of counterparts, each of which shall be deemed to be an original, but all of which togethershall constitute but one and the same instrument.     20. Severability. If any provision of this Note or any other Loan Document shall beheld invalid under any applicable laws, then all other terms and provisions of this Note and theLoan Documents shall nevertheless remain effective and shall be enforced to the fullest extentpermitted by applicable law.     21. Amendments; Waivers. No amendment or waiver of any provision of this Note norconsent to any departure herefrom, shall in any event be effective unless the same shall be inwriting and signed by Lender and the affected person, and then such waiver or consent shall beeffective only in the specific instance and for the specific purpose for which given.     22. Binding Effect; Assignment. This Note and the other Loan Documents shall bebinding on Borrower, Centurion and the General Partner and their respective administrators, otherlegal representatives, successors, heirs and assigns, including, without limitation, any receiver,trustee or debtor in possession of or for Borrower, Centurion or the General Partner, and shallinure to the benefit of Lender and its successors and assigns. Neither Borrower nor Centurion northe General Partner shall be entitled to transfer or assign this Note and the other Loan Documentsin whole or in part without the prior written consent of Lender. This Note and the other LoanDocuments are freely assignable and transferable by Lender without the consent of Borrower,Centurion, the General Partner or any of its affiliates. Should the status, composition, structureor name of Borrower, Centurion or the General Partner change, this Note shall continue and alsocover Borrower, Centurion or the General Partner under the new status composition, structure orname according to the terms of this Note.     23. Captions. The captions in this Note are for the convenience of reference only andshall not limit or otherwise affect any of the terms or provisions hereof.
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     24. Number of Gender of Words. Except where the context indicates otherwise, words inthe singular number will include the plural and words in the masculine gender will include thefeminine and neutral, and vice versa, when they should so apply.     **25. ****WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC****. EACH OF BORROWER, CENTURION AND THEGENERAL PARTNER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THEMAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANYLITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR INCONNECTION WITH THIS NOTE OR THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYOR ASSOCIATED HEREWITH OR THEREWITH, BEFORE OR AFTER MATURITY OF THIS NOTE; (B) WAIVES, TO THEMAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCHLITIGATION ANY “SPECIAL DAMAGES”, AS DEFINED BELOW, (C) CERTIFIES THAT NO PARTY HERETO NOR ANYREPRESENTATIVE OF LENDER OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE,OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOINGWAIVERS, AND (D) ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND THE OTHERLOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY AMONG OTHER THINGS, THEWAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES”INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUTDOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY ORDELIVER TO ANY OTHER PARTY HERETO.**     **26. ****ENTIRE AGREEMENT****. THIS NOTE AND THE OTHER LOAN DOCUMENTS TOGETHER CONSTITUTE THEENTIRE AGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF, AND ALL PRIOR DISCUSSIONS,AGREEMENTS AND STATEMENTS, WHETHER ORAL OR WRITTEN, ARE MERGED INTO THIS NOTE AND THE OTHER LOANDOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES AND THIS NOTE AND THE OTHERLOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES**.*[The remainder of this page is left blank intentionally.]*
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     This Note has been executed by Borrower, Centurion, the GeneralPartner and Lender on this the18th day of August, 2006, effective for all purposes as of the Effective Date.       **BORROWER:** **MIDLOTHIAN LONGBRANCH, L.P.**