to effectuate
such cross-collateralization.
6
JURY TRIAL WAIVER. BORROWER AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER
CLAIM OR COUNTERCLAIM, BROUGHT BY BORROWER OR THE HOLDER OF THIS NOTE ON OR WITH
RESPECT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES
WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A
JURY. BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.
BORROWER ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE NO
DEFENSES OR OFFSETS TO ANY AMOUNTS DUE IN CONNECTION WITH THE LOAN. FURTHER,
BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT,
ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER ACKNOWLEDGES AND
AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND
THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS
PARAGRAPH WERE NOT A PART OF THIS NOTE.
[Remainder of this page intentionally left blank.]
7
IN WITNESS WHEREOF, the undersigned has executed this Note on the date set forth
above.
WITNESS:
/s/ Jason Williams
Name: Jason Williams
BORROWER:
COSTA BLANCA I REAL ESTATE, LLC, a Florida limited liability company
By: Tierra del Sol Resort (Phase 1), Ltd., a Florida limited partnership, its
manager
By: TDS Management, LLC, a Florida limited liability company, its general
partner
By: /s/ Malcolm J. Wright
Name: Malcolm J. Wright
Title: Manager
STATE OF FLORIDA
)
) ss.:
COUNTY OF ORANGE
)
I certify that on June 20th, 2007, Malcolm J. Wright came before me in person
and stated to my satisfaction that he/she:
(a)
made the attached instrument; and
(b)
was authorized to and did execute this instrument on behalf of and as
Manager of TDS MANAGEMENT, LLC, a Florida limited liability company, the General
Partner of TIERRA DEL SOL RESORT (PHASE 1), LTD., a Florida limited partnership,
the Manager of COSTA BLANCA I REAL ESTATE, LLC, a Florida limited liability
company (the "Company"), the entity named in this instrument, as the free act
and deed of the Company, by virtue of the authority granted by its operating
agreement and its members.
/s/ J.K. Hudson
NOTARY PUBLIC
#DD459074
8
SCHEDULE A
LENDERS
A-1