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LOAN PURCHASE AGREEMENT
THIS LOAN PURCHASE AGREEMENT (this “ Agreement ”), dated as of the 23 rd day of August, 2010 (the “ Effective Date ”), is executed by FH 295, LLC , a Texas limited liability company (“ Assignor ”), and UDF IV ACQUISITIONS, L.P., a Delaware limited partnership (“ Assignee ”).
A. Assignor is the legal and equitable owner and holder of a Promissory Note executed by Frisco Hills, LP, a Texas limited partnership (the “ Borrower ”), in favor of Colonial Bank, N.A. and its assigns, dated as of March 2, 2007, evidencing a loan (the “ Loan ”) in the original principal amount of $23,000,000.00, as amended, modified, extended or renewed (the “ Note ”).
B. The Note is secured by that certain Deed of Trust, dated March 2, 2007, executed by the Borrower in favor of Colonial Bank, N.A. and its assigns, recorded March 15, 2007, under County Clerk’s Number 2007-31062, Real Property Records of Denton County, Texas, as amended from time to time (the “ Mortgage/Deed of Trust ”), and by security interests as evidenced by financing statements recorded under No. 07-0010356133 with the Texas Secretary of State and 2007-31128 in the Official Records of Denton County, Texas.
C. Assignor is the legal and equitable owner and holder of the loan documents executed in connection with the Note and Mortgage/Deed of Trust, all of which are more particularly described on Exhibit 1 attached hereto and incorporated by this reference (all such loan documents collectively, the “ Loan Documents ”).
D. Assignee desires to purchase from Assignor, and Assignor has agreed to sell to Assignee, all of Assignor’s right, title and interest in, to and under the Loan, the Note and the Loan Documents, subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, covenant and agree as follows:
1. Assignment . Subject to and in accordance wit