Common use of No Obligation by Lender to Operate Clause in Contracts

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Person. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s 's Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or GuarantorBorrower. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor Borrower and Lender to be other than that of borrower, guarantor borrower and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower and Lender is solely that of borrower, guarantor borrower and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COSTBorrower hereby indemnifies and agrees to hold Lender harmless from and against any cost, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENTexpense or liability incurred or suffered by Lender as a result of any assertion or claim of any obligation or responsibility of Lender for the management, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCToperation and conduct of the business and affairs of Borrower or as a result of any assertion or claim of any liability or responsibility of Lender for the payment or performance of any indebtedness or obligation of Borrower.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or GuarantorBorrower. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Loan or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and GuarantorBorrower, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor Borrower and Lender to be other than then that of borrower, guarantor borrower and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower and Lender is solely that of borrower, guarantor borrower and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COSTBorrower hereby indemnifies and agrees to hold Lender harmless from and against any cost, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENTexpense or liability incurred or suffered by Lender as a result of any assertion or claims of any obligation or responsibility of Lender for the management, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTORoperation and conduct of the business and affairs of Borrower, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTor as a result of any assertion or claims of any liability or responsibility of Lender for the payment or performance of any indebtedness or obligation of Borrower.

No Obligation by Lender to Operate. Any term or condition of any of Notwithstanding anything contained in the Loan Documents to the contrary notwithstandingcontrary, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct conduct, or operation of the business and affairs of Borrower or Guarantorany Borrower-Related Party. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Loans or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantorany Borrower-Related Party, the Mortgaged Property a Lot or Home, or any other collateral for repayment of the LoanLoans, shall be deemed to be solely to permit Lender to audit and review the management, operation operation, and conduct of the business and affairs of Borrower and Guarantorany Borrower-Related Party, and to maintain and preserve the security given by Borrower to Lender for the LoanLoans, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor any Borrower-Related Party and no term or condition of the Loan Documents, shall should be construed otherwise. Further, Lender shall have no obligation under any Approved Sales Contract or other agreement for the sale of any Home or Lot. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall should be construed so as to deem the relationship between Borrower, Guarantor the Borrower-Related Parties, and Lender to be other than that of borrower, guarantor debtor and lender, and creditor relationship. Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower-Related Parties, and Lender is solely that of borrower, guarantor obligated party, and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO DEFEND, INDEMNIFY, AND HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE EXPENSE, OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT ARISING OUT OF ANY ASSERTION OR CLAIM OF THAT LENDER HAS ANY OBLIGATION OR RESPONSIBILITY OF LENDER IS RESPONSIBLE FOR THE MANAGEMENT, OPERATION AND OPERATION, OR CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, ANY BORROWER-RELATED PARTY OR AS A RESULT OF ANY ASSERTION CLAIM THAT LENDER HAS ANY OBLIGATION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER IS RESPONSIBLE FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTORANY BORROWER-RELATED PARTY. [The remainder of this page is left blank intentionally; signature page follows] This Agreement has been executed on this the 10th day of June, INCLUDING WITHOUT LIMITATION ANY COST2010, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY effective for all purposes as of the Effective Date. BORROWER: CRESCENT ESTATES CUSTOM HOMES, LP, a Texas limited partnership By: MMM Ventures, LLC, a Texas limited liability company Its: General Partner By: 2M Ventures, LLC, a Delaware limited liability company Its: Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Its: Sole Manager BORROWER-RELATED PARTIES: MMM Ventures, LLC, a Texas limited liability company, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as a Borrower-Related Party under this Agreement. MMM VENTURES, LLC, a Texas limited liability company By: 2M Ventures, LLC a Delaware limited liability company Its: Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Its: Sole Manager 2M Holdings, L.P., a Delaware limited partnership, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as a Borrower-Related Party under this Agreement. 2M HOLDINGS, L.P., a Delaware limited partnership By: 2M Ventures, LLC a Delaware limited liability company Its: General Partner By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Its: Sole Manager Xxxxxxx Xxxxxxx, an individual, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as a Guarantor and a Borrower-Related Party under this Agreement. /s/ Xxxxxxx Xxxxxxx XXXXXXX XXXXXXX This Agreement has been executed on this the 10th day of June, 2010, effective for all purposes as of the Effective Date. LENDER: UNITED DEVELOPMENT FUNDING IV, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.a real estate investment trust organized under the laws of the state of Maryland By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Its: Chief Operating Officer

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the CONSTRUCTION LOAN AGREEMENT – Page 43 management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Person. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDERXXXXXX, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDERXXXXXX’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantorany Loan Party. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s 's Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantorany Loan Party, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantorany Loan Party, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor any Loan Party and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER BORROWER, GUARANTOR OR GUARANTORANY OTHER LOAN PARTY, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER BORROWER, GUARANTOR OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTOTHER LOAN PARTY.

No Obligation by Lender to Operate. Any term or condition of any of Notwithstanding anything contained in the Loan Documents to the contrary notwithstandingcontrary, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct conduct, or operation of the business and affairs of Borrower or Guarantorany Borrower-Related Party. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Loans or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantorany Borrower-Related Party, the Mortgaged Property a Lot or Home, or any other collateral for repayment of the LoanLoans, shall be deemed to be solely to permit Lender to audit and review the management, operation operation, and conduct of the business and affairs of Borrower and Guarantorany Borrower-Related Party, and to maintain and preserve the security given by Borrower to Lender for the LoanLoans, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor any Borrower-Related Party and no term or condition of the Loan Documents, shall should be construed otherwise. Further, Lender shall have no obligation under any Approved Sales Contract or other agreement for the sale of any Home or Lot. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall should be construed so as to deem the relationship between Borrower, Guarantor the Borrower-Related Parties, and Lender to be other than that of borrower, guarantor debtor and lender, and creditor relationship. Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower-Related Parties, and Lender is solely that of borrower, guarantor obligated party, and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO DEFEND, INDEMNIFY, AND HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE EXPENSE, OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT ARISING OUT OF ANY ASSERTION OR CLAIM OF THAT LENDER HAS ANY OBLIGATION OR RESPONSIBILITY OF LENDER IS RESPONSIBLE FOR THE MANAGEMENT, OPERATION AND OPERATION, OR CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, ANY BORROWER-RELATED PARTY OR AS A RESULT OF ANY ASSERTION CLAIM THAT LENDER HAS ANY OBLIGATION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER IS RESPONSIBLE FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTORANY BORROWER-RELATED PARTY. [The remainder of this page is left blank intentionally.] This Agreement has been executed on this the 30th day of April, INCLUDING WITHOUT LIMITATION ANY COST2010, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDEReffective for all purposes as of the Effective Date. BORROWER: XXXXXXXXXX TEXAS CLASSIC HOMES, BUT NOT ANY COSTLLC, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTa Texas limited liability company By: Xxxxxxxxxx Homebuilding Group, Ltd., a Texas limited partnership, Its: Sole Member By: Xxxxxxxxxx Homebuilding Group Management, LLC, a Texas limited liability company, Its: General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Operating Officer This Agreement has been executed on this the 30th day of April, 2010, effective for all purposes as of the Effective Date.

No Obligation by Lender to Operate. Any term or condition of any ----------------------------------- of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or any Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s 's Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, any Guarantor, the Mortgaged Property Project or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and any Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or any Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR; PROVIDED HOWEVER, INCLUDING WITHOUT LIMITATION THE FOREGOING INDEMNITY SHALL NOT INCLUDE ANY COSTLIABILITY, EXPENSE LOSS OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE DAMAGE CAUSED BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF LENDER OR ITS AGENTS.

No Obligation by Lender to Operate. Any term or condition of any of Notwithstanding anything contained in the Loan Documents to the contrary notwithstandingcontrary, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct conduct, or operation of the business and affairs of Borrower or Guarantorany Borrower-Related Party. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Loans or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantorany Borrower-Related Party, the Mortgaged Property a Lot or Home, or any other collateral for repayment of the LoanLoans, shall be deemed to be solely to permit Lender to audit and review the management, operation operation, and conduct of the business and affairs of Borrower and Guarantorany Borrower-Related Party, and to maintain and preserve the security given by Borrower to Lender for the LoanLoans, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor any Borrower-Related Party and no term or condition of the Loan Documents, shall should be construed otherwise. Further, Lender shall have no obligation under any Approved Sales Contract or other agreement for the sale of any Home or Lot. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall should be construed so as to deem the relationship between Borrower, Guarantor the Borrower-Related Parties, and Lender to be other than that of borrower, guarantor debtor and lender, and creditor relationship. Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower-Related Parties, and Lender is solely that of borrower, guarantor obligated party, and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO DEFEND, INDEMNIFY, AND HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE EXPENSE, OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT ARISING OUT OF ANY ASSERTION OR CLAIM OF THAT LENDER HAS ANY OBLIGATION OR RESPONSIBILITY OF LENDER IS RESPONSIBLE FOR THE MANAGEMENT, OPERATION AND OPERATION, OR CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, ANY BORROWER-RELATED PARTY OR AS A RESULT OF ANY ASSERTION CLAIM THAT LENDER HAS ANY OBLIGATION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER IS RESPONSIBLE FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTORANY BORROWER-RELATED PARTY. [The remainder of this page is left blank intentionally.] This Agreement has been executed on this the 30th day of April, INCLUDING WITHOUT LIMITATION ANY COST2010, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDEReffective for all purposes as of the Effective Date. BORROWER: XXXXXXXXXX SIGNATURE HOMES, BUT NOT ANY COSTLLC, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTa Texas limited liability company By: Xxxxxxxxxx Homebuilding Group, Ltd., a Texas limited partnership, Its: Sole Member By: Xxxxxxxxxx Homebuilding Group Management, LLC, Its: a Texas limited liability company, General Partner By: Name: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Title: Chief Operating Officer This Agreement has been executed on this the 30th day of April, 2010, effective for all purposes as of the Effective Date. BORROWER-RELATED PARTIES: Xxxxxxxxxx Homebuilding Group, Ltd., a Texas limited partnership, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as the Sole Member, and as a Borrower-Related Party, under this Agreement. XXXXXXXXXX HOMEBUILDING GROUP, LTD., a Texas limited partnership By: Xxxxxxxxxx Homebuilding Group Management, LLC, Its: a Texas limited liability company, General Partner By: Name: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Title: Chief Operating Officer This Agreement has been executed on this the 30th day of April, 2010, effective for all purposes as of the Effective Date. BORROWER-RELATED PARTIES: Xxxxxxxxxx Homebuilding Group Management, LLC, a Texas limited liability company, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as Holdings General Partner, and as a Borrower-Related Party, under this Agreement. XXXXXXXXXX HOMEBUILDING GROUP MANAGEMENT, LLC, a Texas limited liability company By: Name: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Title: Chief Operating Officer This Agreement has been executed on this the 30th day of April, 2010, effective for all purposes as of the Effective Date. BORROWER-RELATED PARTIES: Xxxxxx Xxxxx Xxxxxxxxxx, Xx., an individual, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as a Guarantor and a Borrower-Related Party under this Agreement. /s/ Xxxxxx Xxxxx Xxxxxxxxxx, Xx. XXXXXX XXXXX XXXXXXXXXX, XX. This Agreement has been executed on this the 30th day of April, 2010, effective for all purposes as of the Effective Date.

No Obligation by Lender to Operate. Any term or condition of any of the Facility Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or GuarantorGuarantors. Any term or condition of the Facility Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Reserves or otherwise, or to take or refrain from taking any action with respect to Borrower, GuarantorGuarantors, the Mortgaged Property any Project or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor Guarantors and no term or condition of the Facility Loan Documents, Documents shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Facility Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor Borrower and Lender to be other than that of borrower, guarantor a borrower and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower and Lender is solely that of borrower, guarantor a borrower and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COSTBorrower hereby indemnifies and agrees to hold Lender harmless from and against any cost, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENTexpense or liability incurred or suffered by Lender as a result of any assertion or claim of any obligation or responsibility of Lender for the management, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTORoperation and conduct of the business and affairs of Borrower, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTor as a result of any assertion or claim of any liability or responsibility of Lender for the payment or performance of any indebtedness or obligation of Borrower.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s 's Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Person. FurtherGIURTHER, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COSTBorrower hereby indemnifies and agrees to hold Lender harmless from and against any cost, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENTexpense or liability incurred or suffered by Lender as a result of any assertion or claim of any obligation or responsibility of Lender for the management, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTORoperation and conduct of the business and affairs of Borrower or Guarantor, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTor as a result of any assertion or claim of any liability or responsibility of Lender for the payment or performance of any indebtedness or obligation of Borrower or Guarantor.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or GuarantorBorrower. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Loan or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and GuarantorBorrower, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor Borrower and Lender to be other than that of borrower, guarantor borrower and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower and Lender is solely that of borrower, guarantor borrower and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTORBORROWER, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTORBORROWER, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S 'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

No Obligation by Lender to Operate. Any term or condition of any of Notwithstanding anything contained in the Loan Documents to the contrary notwithstandingcontrary, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct conduct, or operation of the business and affairs of Borrower or Guarantorany Borrower-Related Party. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Loans or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantorany Borrower-Related Party, the Mortgaged Property a Lot or Home, or any other collateral for repayment of the LoanLoans, shall be deemed to be solely to permit Lender to audit and review the management, operation operation, and conduct of the business and affairs of Borrower and Guarantorany Borrower-Related Party, and to maintain and preserve the security given by Borrower to Lender for the LoanLoans, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor any Borrower-Related Party and no term or condition of the Loan Documents, shall should be construed otherwise. Further, Lender shall have no obligation under any Approved Sales Contract or other agreement for the sale of any Home or Lot. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall should be construed so as to deem the relationship between Borrower, Guarantor the Borrower-Related Parties, and Lender to be other than that of borrower, guarantor debtor and lender, and creditor relationship. Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower-Related Parties, and Lender is solely that of borrower, guarantor obligated party, and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO DEFEND, INDEMNIFY, AND HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE EXPENSE, OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT ARISING OUT OF ANY ASSERTION OR CLAIM OF THAT LENDER HAS ANY OBLIGATION OR RESPONSIBILITY OF LENDER IS RESPONSIBLE FOR THE MANAGEMENT, OPERATION AND OPERATION, OR CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, ANY BORROWER-RELATED PARTY OR AS A RESULT OF ANY ASSERTION CLAIM THAT LENDER HAS ANY OBLIGATION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER IS RESPONSIBLE FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTORANY BORROWER-RELATED PARTY. [The remainder of this page is left blank intentionally; signature page follows] This Agreement has been executed on this the 26th day of April, INCLUDING WITHOUT LIMITATION ANY COST2010, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY effective for all purposes as of the Effective Date. BORROWER: CHELDAN MM, L.L.C., a Texas limited liability company By: Cheldan Enterprises, L.P., a Texas limited partnership, Its: Member By: Cheldan Enterprises Management, L.L.C., a Texas limited liability company Its: General Partner By: /s/ Xxxxx X. Xxxx, Xx. Name: Xxxxx X. Xxxx, Xx. Its: Chief Executive Officer By: 2M Holdings, L.P., a Delaware limited partnership Its: Member By: 2M Ventures, LLC a Delaware limited liability company Its: General Partner By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Its: Sole Manager BORROWER-RELATED PARTIES: Cheldan Enterprises, L.P., a Texas limited partnership, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as a Borrower-Related Party under this Agreement. CHELDAN ENTERPRISES, L.P., a Texas partnership By: Cheldan Enterprises Management, L.L.C., a Texas limited liability company Its: General Partner By: /s/ Xxxxx X. Xxxx, Xx. Name: Xxxxx X. Xxxx, Xx. Its: Chief Executive Officer 2M Holdings, L.P., a Delaware limited partnership, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as a Borrower-Related Party under this Agreement. 2M HOLDINGS, L.P., a Delaware limited partnership By: 2M Ventures, LLC a Delaware limited liability company Its: General Partner By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Its: Sole Manager Xxxxxxx Xxxxxxx, an individual, hereby executes this Agreement for the sole purpose of acknowledging and agreeing to the representations, warranties, covenants and agreements as same relate to it, specifically in its capacity as a Guarantor and a Borrower-Related Party under this Agreement. /s/ Xxxxxxx Xxxxxxx XXXXXXX XXXXXXX This Agreement has been executed on this the 26th day of April, 2010, effective for all purposes as of the Effective Date. LENDER: UDF IV HOME FINANCE, BUT NOT ANY COSTL.P., EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.a Delaware limited partnership By: UDF IV HF Manager, LLC, a Delaware limited liability company Its: General Partner By: United Development Funding IV, a real estate investment trust organized under the laws of the state of Maryland Its: Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Its: Chief Operating Officer

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s 's Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S 'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Moreover, Lender's approval of the Plans is solely for the benefit of Lender and shall not be deemed a representation, warranty or guaranty as to the completeness, correctness or adequacy (legal, technical or otherwise) of the Plans or the work of any person who prepared the Plans, and Lender's approval of the Plans shall not be relied upon by Borrower, Guarantor or any other person for any purpose. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit 's Deposit, the Mandatory Sweep Account or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the LoanCollateral, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, Documents shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COSTBorrower hereby indemnifies and agrees to hold Lender harmless from and against any cost, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENTexpense or liability incurred or suffered by Lender as a result of any assertion or claim of any obligation or responsibility of Lender for the management, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTORoperation and conduct of the business and affairs of Borrower or Guarantor, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTor as a result of any assertion or claim of any liability or responsibility of Lender for the payment or performance of any indebtedness or obligation of Borrower or Guarantor.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. EXCEPT FOR THOSE COSTS, EXPENSES OR LIABILITIES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Person. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER CONSTRUCTION LOAN AGREEMENT – Page 42 HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Loan or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender Administrative Agent to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor guarantors and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.,

No Obligation by Lender to Operate. Any term or condition of any of the Facility Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Loan Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or GuarantorGuarantors. Any term or condition of the Facility Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit Reserves or otherwise, or to take or refrain from taking any action with respect to Borrower, GuarantorGuarantors, the Mortgaged Property any Project or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Personperson. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Loan Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor Guarantors and no term or condition of the Facility Loan Documents, Documents shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Facility Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor Borrower and Lender to be other than that of borrower, guarantor a borrower and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor Borrower and Lender is solely that of borrower, guarantor a borrower and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COSTBorrower hereby indemnifies and agrees to hold Lender harmless from and against any cost, EXPENSE OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENTexpense or liability incurred or suffered by Lender as a result of any assertion or claim of any obligation or responsibility of Lender for the management, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTORoperation and conduct of the business and affairs of Borrower, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTor as a result of any assertion or claim of any liability or responsibility of Lender for the payment or performance of any indebtedness or obligation of Borrower.

No Obligation by Lender to Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower or Guarantor. Any term or condition of the Loan Documents which permits Lender to disburse funds, whether from the proceeds of the Loan, the Borrower’s Deposit or otherwise, or to take or refrain from taking any action with respect to Borrower, Guarantor, the Mortgaged Property or any other collateral for repayment of the Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower and Guarantor, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other Person. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or Guarantor and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower, Guarantor and Lender to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the relationship between Borrower, Guarantor and Lender is solely that of borrower, guarantor and lender. EXCEPT FOR THOSE COSTS, EXPENSES OR LIABILITIES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY COST, EXPENSE OR LIABILITY (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER OR GUARANTOR, OR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER OR GUARANTOR, INCLUDING WITHOUT LIMITATION ANY COST, EXPENSE OR LIABILITY RESULTING FROM ANY CLAIMS OF NEGLIGENCE OR ALLEGED NEGLIGENCE BY LENDER, BUT NOT ANY COST, EXPENSE OR LIABILITY ARISING FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.