object to any motion by the Administrative Agent and/or the Lenders for
relief from the automatic stay. It is understood and agreed by the Borrower and
Guarantor that this provision was a negotiated and bargained for condition of
the Administrative Agent and the Lenders and that they would not have agreed to
the terms of this Forbearance Agreement if this provision had not been included.
27. WAIVER OF JURY TRIAL/SUBMISSION TO JURISDICTION.
a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER, GUARANTOR, THE
ADMINISTRATIVE AGENT AND LENDERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS FORBEARANCE AGREEMENT, ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT
(WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY PARTY OR ANY EXERCISE BY ANY PARTY
OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS OR IN ANY WAY RELATING TO
THE LOANS OR THE PROJECT (INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR DEFENSE
ASSERTING THAT THIS FORBEARANCE AGREEMENT WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS FORBEARANCE AGREEMENT.
b) IN ADDITION TO ANY OTHER PROPER JURISDICTION AND VENUE PROVIDED FOR IN THE
LOAN DOCUMENTS, BORROWER AND GUARANTOR, TO THE FULL EXTENT PERMITTED BY LAW,
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, CONSENT TO AND SUBMIT TO PERSONAL JURISDICTION AND VENUE OF
ANY LITIGATION CONCERNING OR RELATING TO THIS FORBEARANCE AGREEMENT IN THE
CIRCUIT COURT OF FAIRFAX COUNTY AND/OR THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF VIRGINIA, AND BORROWER AND GUARANTOR AGREE THAT SUCH
JURISDICTION AND VENUE ARE PROPER.
28. Power and Authority.
Each of the parties to this Forbearance Agreement warrants that it has full
power and authority to enter into, execute, deliver and perform this Forbearance
Agreement, and that no consent, license, approval, authorization, registration
or declaration with any court, governmental authority or any other person or
entity is required in connection with the execution, delivery, performance,
validity and enforceability of this Forbearance Agreement or the documents to be
executed in connection herewith.
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29. Representation by Counsel.
BORROWER AND GUARANTOR EACH ACKNOWLEDGE AND AGREE THAT THEY HAVE HAD THE
OPPORTUNITY TO BE REPRESENTED BY COUNSEL OF THEIR CHOICE AND HAVE BEEN ADVISED
TO SEEK INDEPENDENT LEGAL COUNSEL, THEY HAVE REVIEWED THIS FORBEARANCE AGREEMENT
AND HAVE BEEN FULLY ADVISED OF ITS CONTENTS AND THE MEANING THEREOF. BORROWER
AND GUARANTOR FURTHER REPRESENT THAT THEY ARE SIGNING THIS FORBEARANCE AGREEMENT
VOLUNTARILY AND WITH FULL UNDERSTAND OF ITS CONTENTS AND MEANING.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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WITNESS the following signatures and seals as of the date first above written.
BORROWER:
COMSTOCK PENDERBROOK, L.C.,
a Virginia limited liability company
By:
Comstock Homebuilding Companies, Inc.,
a Delaware corporation,
Its Manager
By:
(SEAL)
Name:
Title:
STATE OF ____________
CITY/COUNTY OF ____________________, to-wit:
I, _______________________, a