INVALIDITY.
WHEREVER POSSIBLE, EACH PROVISION OF THIS
LOAN AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID
UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS LOAN AGREEMENT SHALL BE
PROHIBITED BY OR INVALID UNDER SUCH LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO
THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER
OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS LOAN AGREEMENT.
23.
TIME OF ESSENCE.
TIME SHALL BE OF THE ESSENCE WITH RESPECT TO ANY
PAYMENT OR PERFORMANCE DUE FROM BORROWER HEREUNDER.
24.
GENDER.
WHENEVER THE SINGULAR AND PLURAL NUMBER, OR THE
MASCULINE, FEMININE OR NEUTER GENDER IS USED HEREIN, IT SHALL LEGALLY INCLUDE
THE OTHER.
25.
NO AMENDMENTS.
NEITHER THIS LOAN AGREEMENT NOR ANY PROVISION
HEREOF MAY BE CHANGED, WAIVED, DISCHARGED, MODIFIED OR TERMINATED ORALLY, BUT
ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF
THE CHANGE, WAIVER, DISCHARGE, MODIFICATION OR TERMINATION IS SOUGHT.
26.
GOVERNING LAW.
THIS LOAN AGREEMENT HAS BEEN EXECUTED AND
DELIVERED IN, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF SOUTH CAROLINA.
BORROWER AND TEXTRON ACKNOWLEDGE THAT THEY HAVE
BOTH PARTICIPATED IN THE DRAFTING OF THIS LOAN AGREEMENT AND THAT NEITHER
TEXTRON NOR BORROWER SHALL BE ENTITLED TO THE BENEFIT OF THE LEGAL PRINCIPLE
THAT A DOCUMENT IS TO BE CONSTRUED AGAINST ITS DRAFTSMAN.
27.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL,
BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
8
28.
WAIVER OF TRIAL BY JURY.
FOR AND IN CONSIDERATION OF TEXTRON'S ADVANCEMENT AND MODIFICATION OF THE LOAN,
THE BORROWER, BEING AN EXPERIENCED PARTICIPANT IN SOPHISTICATED REAL ESTATE
VENTURES, AND HAVING CONSULTED WITH COUNSEL OF ITS CHOOSING, HEREBY WAIVES ANY
RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING (1) BROUGHT BY
THE BORROWER, TEXTRON OR ANY OTHER PERSONS RELATING TO (A) THE LOAN (B) THE
SECURITY DOCUMENTS OR (2) TO WHICH TEXTRON IS A PARTY.
THE BORROWER HEREBY
AGREES THAT THIS DOCUMENT CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY
JURY, AND THE BORROWER DOES HEREBY CONSTITUTE AND APPOINT TEXTRON ITS TRUE AND
LAWFUL ATTORNEY IN FACT, WHICH APPOINTMENT IS COUPLED WITH INTEREST, AND THE
BORROWER DOES HEREBY AUTHORIZE AND EMPOWER TEXTRON, IN THE NAME, PLACE, AND
STEAD OF THE BORROWER, TO FILE THIS DOCUMENT WITH THE CLERK OR JUDGE OF ANY
COURT OF COMPETENT JURISDICTION AS A WRITTEN CONSENT TO WAIVER OF TRIAL BY
JURY.
THE BORROWER ACKNOWLEDGES THAT ITS WAIVER OF TRIAL BY JURY HAS BEEN MADE
KNOWINGLY, INTENTIONALLY AND WILLINGLY BY BORROWER AS PART OF A BARGAINED FOR
LOAN TRANSACTION.
[Signature page follows.]
9
EXECUTED AND DELIVERED as of the date first above written.
Witnesses:
TEXTRON:
TEXTRON FINANCIAL
CORPORATION, a Delaware corporation
Print Name:
By:
Print Name:
Print Name:
Its:
BORROWER:
GTA STONEHENGE, LLC, a
Print Name:
South Carolina limited