RELEASE AGREEMENT
Exhibit 10.3
THIS RELEASE AGREEMENT (this “Agreement”), dated as of December 31, 2016 (the “Effective Date”), is by and among United Development Funding, L.P., a Delaware limited partnership (“UDF I”), United Development Funding III, LP, a Delaware limited partnership (“UDF III”), United Development Funding IV, a Maryland real estate investment trust, on behalf of itself and its subsidiary lenders, if any (collectively, “UDF IV”), United Development Funding X, L.P., a Delaware limited partnership (“UDF X”), and United Residential Home Finance, L.P., a Delaware limited partnership (“URHF” and collectively with UDF I, UDF III, UDF IV and UDF X, and including any of their subsidiaries and the successors, assigns and affiliates of any of the foregoing, the “Lender Parties”), on one hand, and Xxxxxxxxxx Land Group, Ltd., a Texas limited partnership (“BLG”), Xxxxxxxxxx Land, Ltd., a Texas limited partnership (“Xxxxxxxxxx Land”), Xxxxxxxxxx Land Development, LLC, a Texas limited liability company (“BLD”), and Xxxxxxxxxx Capital Holdings, LLC, a Texas limited liability company (“BCH” and collectively with BLG, Xxxxxxxxxx Land and BLD, and including any of their successors, assigns and affiliates, the “Xxxxxxxxxx Parties”), on the other hand. The Lender Parties and Xxxxxxxxxx Parties are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
This Agreement is being executed and delivered pursuant to that certain Master Assignment Agreement, dated as of August 1, 2016, by and among UDF III, as Agent, certain affiliates of the Lender Parties, as the UDF Parties, and the Xxxxxxxxxx Parties and certain affiliates of the Xxxxxxxxxx Parties, as Assignor (the “Master Agreement”). All of the capitalized terms used in this Agreement, unless otherwise defined herein, shall have the same meaning as assigned to such terms in the Master Agreement.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, and intending to be legally bound hereby, the Lender Parties and the Xxxxxxxxxx Parties hereby covenant and agree as follows:
1. MUTUAL RELEASE.
RELEASE OF XXXXXXXXXX PARTIES. EXCEPT WITH RESPECT TO THE OBLIGATIONS OF THE XXXXXXXXXX PARTIES EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER CLOSING DOCUMENT (AS DEFINED IN THE MASTER AGREEMENT), EACH OF THE LENDER PARTIES, ON BEHALF OF THEMSELVES AND EACH OF THEIR AFFILIATES, HEREBY RELEASE THE XXXXXXXXXX PARTIES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, TRUSTEES, REPRESENTATIVES, ATTORNEYS, EMPLOYEES, SUCCESSORS, HEIRS, ASSIGNS, PARENTS, SUBSIDIARIES, ADMINISTRATORS, AND AFFILIATES, INCLUDING, WITHOUT LIMITATION, THE AFFILIATES SET FORTH ON SCHEDULE B, ATTACHED HERETO, FROM ANY LIABILITIES, CAUSES OF ACTION, CLAIMS, DEMANDS, ALLEGATIONS, WRONGDOING, ACTIONABLE CONDUCT, DAMAGES, INJURIES, LOSSES, EXPENSES, AND ATTORNEYS’ FEES, OF EVERY TYPE AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, SUSPECTED OR UNSUSPECTED, LATENT OR PATENT, LIQUIDATED OR CONTINGENT THAT THE LENDER PARTIES MAY HAVE AGAINST THE XXXXXXXXXX PARTIES IN CONNECTION WITH ANY LOAN OR LOANS MADE BY ANY LENDER PARTY OR ITS SUBSIDIARY TO ANY XXXXXXXXXX PARTY (INCLUDING, WITHOUT LIMITATION, ANY PLEDGE OF COLLATERAL PROVIDED AS SECURITY FOR ANY SUCH LOAN OR ANY GUARANTY OF ANY SUCH LOAN) EXCEPT IN CONNECTION WITH (I) ANY LOAN MADE TO A CONVEYED ENTITY, AND (II) THOSE CERTAIN LOAN OR LOANS SET FORTH ON SCHEDULE A ATTACHED HERETO AND MADE A PART HEREOF (IF ANY) (THE “UNRELEASED LOANS”).
(b) RELEASE OF LENDER PARTIES. EXCEPT WITH RESPECT TO THE OBLIGATIONS OF THE LENDER PARTIES EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER CLOSING DOCUMENT, EACH OF THE XXXXXXXXXX PARTIES, ON BEHALF OF THEMSELVES AND EACH OF THEIR AFFILIATES, HEREBY RELEASE THE LENDER PARTIES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, TRUSTEES, REPRESENTATIVES, ATTORNEYS, EMPLOYEES, SUCCESSORS, HEIRS, ASSIGNS, PARENTS, SUBSIDIARIES, ADMINISTRATORS, AND AFFILIATES FROM ANY LIABILITIES, CAUSES OF ACTION, CLAIMS, DEMANDS, ALLEGATIONS, WRONGDOING, ACTIONABLE CONDUCT, DAMAGES, INJURIES, LOSSES, EXPENSES, AND ATTORNEYS’ FEES, OF EVERY TYPE AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, SUSPECTED OR UNSUSPECTED, LATENT OR PATENT, LIQUIDATED OR CONTINGENT THAT THE XXXXXXXXXX PARTIES MAY HAVE AGAINST THE LENDER PARTIES IN CONNECTION WITH ANY LOAN OR LOANS MADE BY ANY LENDER PARTY OR ITS SUBSIDIARY TO ANY XXXXXXXXXX PARTY (INCLUDING, WITHOUT LIMITATION, ANY PLEDGE OF COLLATERAL PROVIDED AS SECURITY FOR ANY SUCH LOAN OR ANY GUARANTY OF ANY SUCH LOAN) EXCEPT IN CONNECTION WITH ANY UNRELEASED LOAN.
(c) SURVIVAL OF MUTUAL RELEASE. THE TERMS AND CONDITIONS OF THIS SECTION 1 WILL EXPRESSLY SURVIVE THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE MASTER AGREEMENT.
2. Ratification; No Waiver. Nothing herein shall constitute, and there has not otherwise occurred, any extinguishment or release of the obligations and agreements of any borrower, pledgor or guarantor under any loan documents with respect to the Unreleased Loans, and nothing herein shall constitute, and there has not otherwise occurred, any novation with respect to any note evidencing the Unreleased Loans. The Xxxxxxxxxx Parties do hereby expressly ratify and confirm the liens and security interests created by any security instruments securing the Unreleased Loans. Nothing in this Agreement shall be understood or construed to be a satisfaction or release, in whole or in part, of any obligation of any borrower under any loan documents evidencing and/or securing the Unreleased Loans.
3. Informed Consent. By entering into this Agreement, each Party represents and warrants that: (a) it has had the opportunity to rely upon the advice of legal counsel of its own choice concerning the terms of this Agreement and the consequences thereof; (b) the terms of this Agreement are fully understood and voluntarily accepted by such Party; (c) it is relying on its own judgment in entering into this Agreement; and (d) it is not relying on any statement or representation by any other Party or its agent, other than those expressly set forth herein.
4. No Liability. The Parties acknowledge that this Agreement is not to be construed in any way as an admission of liability by any Party hereto.
5. Representations. Each Party hereby represents and warrants that it is: (a) fully authorized to enter into this Agreement, and (b) competent to do so.
Page 2 |
6. Attorneys’ Fees and Expenses. Each Party agrees to be responsible for all its attorneys’ fees, costs, and expenses arising from his or its own actions and the actions of his or its own counsel in connection with this Agreement, the matters and documents referred to in this Agreement, and the enforcement thereof, unless specified otherwise in the Master Agreement.
7. Successors in Interest. This Agreement is binding upon and will inure to the benefit of each Party’s respective successors and assigns.
8. Further Assurances. The Parties will: (a) cooperate fully and execute any and all supplementary documents, and (b) take all additional actions (including, without limitation, termination of any relevant pledge agreements or UCC filings) that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement.
9. Miscellaneous.
(a) Entire Agreement. This Agreement, together with the Master Agreement, constitutes the entire agreement between the Parties with regard to the matters set forth herein. This Agreement shall supersede any prior written or oral agreements between the Parties concerning the subject matter herein.
(b) Modification. The provisions of this Agreement may be changed, waived, modified, or varied only by written agreement of all the Parties who are duly authorized.
(c) Severability. In case any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that holding will not affect any other provision of this Agreement, and this Agreement will be construed as if the invalid, illegal, or unenforceable provision had never been included.
(d) Multiple Counterparts. This Agreement may be executed in multiple counterparts and with detachable signature pages each of which will be deemed an original and all of which taken together will constitute one and the same agreement.
(e) Governing Law. This Agreement shall be governed by Texas law without regard to its conflict of law rules.
[Remainder of Page Intentionally Blank]
Page 3 |
IN WITNESS WHEREOF, the Lender Parties and the Xxxxxxxxxx Parties have executed this Agreement to be effective as of the Effective Date.
| LENDER PARTIES: | ||||
| UNITED DEVELOPMENT FUNDING, L.P., | ||||
| a Delaware limited partnership | ||||
| By: | United Development Funding, Inc., | |||
| a Delaware corporation, | ||||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| UNITED DEVELOPMENT FUNDING III, LP, | ||||
| a Delaware limited partnership | ||||
| By: | UMTH Land Development, L.P., | |||
| a Delaware limited partnership, | ||||
| its General Partner | ||||
| By: | UMT Services, Inc. | |||
| a Delaware corporation, | ||||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| UNITED DEVELOPMENT FUNDING IV, | |||
| a Maryland real estate investment trust | |||
| By: | |||
| Name: | |||
| Title: | |||
| Release Agreement | Signature Page |
| UNITED DEVELOPMENT FUNDING X, L.P., | ||||
| a Delaware limited partnership | ||||
| By: | United Development Funding X, Inc., | |||
| a Delaware corporation, | ||||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| UNITED RESIDENTIAL HOME FINANCE, L.P., | |||||
| a Delaware limited partnership | |||||
| By: | UMT HF GP Manager, LLC, | ||||
| a Delaware limited liability company, | |||||
| its General Partner | |||||
| By: | United Mortgage Trust, | ||||
| a Maryland real estate investment trust, | |||||
| its Managing Member | |||||
| By: | |||||
| Name: | |||||
| Title: | |||||
| Release Agreement | Signature Page |
| XXXXXXXXXX PARTIES: | ||||
| XXXXXXXXXX LAND GROUP, LTD., | ||||
| a Texas limited partnership | ||||
| By: | Xxxxxxxxxx Land Group Management, LLC, | |||
| a Texas limited liability company, | ||||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | Manager | |||
| XXXXXXXXXX LAND, LTD., | ||||
| a Texas limited partnership | ||||
| By: | Xxxxxxxxxx Land Management, LLC, | |||
| a Texas limited liability company, | ||||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | Manager | |||
| XXXXXXXXXX LAND DEVELOPMENT, LLC, | |||
| a Texas limited liability company | |||
| By: | |||
| Name: | |||
| Title: | Manager | ||
| XXXXXXXXXX CAPITAL HOLDINGS, L.L.C., | |||
| a Texas limited liability company | |||
| By: | |||
| Name: | |||
| Title: | Manager | ||
| Release Agreement | Signature Page |
SCHEDULE A
None.
| Release Agreement | Signature Page |
SCHEDULE B
XXXXXXXXXX ASSET GROUP, LTD., a Texas limited partnership
XXXXXXXXXX LAND, LTD., a Texas limited partnership
LEN-BUF LAND ACQUISITIONS OF TEXAS, L.P., a Texas limited partnership
LEN-BUF / HIDDENLAKE 2-JV, LTD., a Texas limited partnership
LENNAR XXXXXXXXXX XXXXXXXXX RANCH, L.P., a Texas limited partnership
XXXXXXXXXX VOHL 5A 6A 6B, LTD., a Texas limited partnership
XXXXXXXXXX XXXXX PARK, LTD., a Texas limited partnership
PH BOBC, LP, a Texas limited partnership
PH SPMSL, LP, a Texas limited partnership
BLG PLANTATION, LLC, a Texas limited liability company
XXXXXXXXXX LAND DEVELOPMENT, LLC, a Texas limited liability company
BLD SCENIC LOOP, LLC, a Texas limited liability company
XXXXXXXXXX CAPITAL HOLDINGS, L.L.C., a Texas limited liability company
BLD SPM 2A, LLC, a Texas limited liability company
BLD SPM 3A, LLC, a Texas limited liability company
BLD PBC-4A, LLC, a Texas limited liability company
BLD PBC-4B, LLC, a Texas limited liability company
BLD LAMP SECTION 3, LLC, a Texas limited liability company
BLD LAMP SECTION 4, LLC, a Texas limited liability company
BLD VOHL 6B-2, LLC, a Texas limited liability company
BLD VOHL 6A-2, LLC, a Texas limited liability company
BLD VOHL 6B-3, LLC, a Texas limited liability company
BLD XXXXXXX XXXX, LLC, a Texas limited liability company
XXXXXXXXXX LAND GROUP, LTD., a Texas limited partnership
XXXXXXXXXX LAND MANAGEMENT, LLC, a Texas limited liability company
XXXXXXXXXX VOHL 5A 6A 6B MANAGEMENT, LLC, a Texas limited liability company
XXXXXXXXXX XXXXX PARK MANAGEMENT, LLC, a Texas limited liability company
XXXXXXXXXX LAND GROUP MANAGEMENT, LLC, a Texas limited liability company
PH BOBC GP, LLC, a Texas limited liability company
PH SPMSL GP, LLC, a Texas limited liability company
BHM HIGHPOINTE, LTD., a Texas limited partnership
BHM HIGHPOINTE MANAGEMENT, LLC, a Texas limited liability company
BHM HP 5.3, LLC, a Texas limited liability company
BHM HIGHPOINTE PRIVATE ROADS, LLC, a Texas limited liability company
PH PARK AT BC, LP, a Texas limited partnership
PH PARK AT BC MANAGEMENT, LLC, a Texas limited liability company
PH LIBLOTS, LP, a Texas limited partnership
PH LIBLOTS MANAGEMENT, LLC, a Texas limited liability company
PH SPM2B, LP, a Texas limited partnership
PH SPM2B MANAGEMENT, LLC, a Texas limited liability company
PH XX XX, LP, a Texas limited partnership
PH XX XX MANAGEMENT, LLC, a Texas limited liability company
BLG SPM 3B 3C, LLC, a Texas limited liability company
BMP LOTS, LTD., a Texas limited partnership
BMP LOTS MANAGEMENT, LLC, a Texas limited liability company
XXXXXXXXXX MEADOW PARK, LTD., a Texas limited partnership
XXXXXXXXXX BRUSHY CREEK, LTD., a Texas limited partnership
XXXXXXXXXX BRUSHY CREEK MANAGEMENT, LLC, a Texas limited liability company
BUFF STAR VENTURES, LTD., Texas limited partnership
BUFF STAR MANAGEMENT, LLC, a Texas limited liability company
| Release Agreement | Signature Page |
