Construction and General Terms. 11.1 All monies payable under the Project Notes, the Aloha Bay Note or the Office Note shall be paid to Lender at the address first set forth in this Agreement. All payments to be made under the Receivables Note shall be made to the Collection Agent. 11.2 This Agreement and the other Documents exclusively and completely state the rights and obligations of Lender and Borrower with respect to the Loan. No modification, variation, termination, discharge or abandonment hereof and no waiver of any of the provisions or conditions shall be valid unless in writing and signed by duly authorized representatives of Lender and Borrower or successors, transferees or assigns of either, subject, however, to the limitations on assignment hereby by Borrower. This Agreement supersedes any and all prior agreements or understandings, written or oral, between Borrower and Lender (other than in the other Documents) concerning this transaction. 11.3 The powers and agency hereby granted by Borrower are coupled with an interest and are irrevocable and are granted as cumulative to the remedies for collection of the indebtedness secured hereby provided by law. 11.4 This Agreement may be executed simultaneously in any number of identical copies each of which shall constitute an original for all purposes. 11.5 Any notice required or permitted to be given hereunder shall be in writing and shall be (a) personally delivered to the party being notified by courier or overnight courier, (b) transmitted by legible facsimile transmission so long as a hard copy of such notice is simultaneously sent by the notifying party by courier or overnight courier, or (c) transmitted by postage prepaid, certified or registered mail to such party at its address after its signature on the signature page hereof or such other address as the party being notified may have otherwise designated in a notice given as provided in this paragraph. Such notice shall be deemed to be effective, unless actual receipt is expressly elsewhere specified herein, upon (x) the date of receipt or (y) the date five (5) days after posting if transmitted by mail, whichever shall first occur. 11.6 All the covenants, promises, stipulations and agreements of Borrower and all the rights and remedies of the Lender in this Agreement contained shall bind Borrower, and, subject to the restrictions on merger, consolidation and assignment herein contained, its successors and assigns, and shall inure to the benefit of Lender, its successors and assigns, whether so expressed or not. Borrower may not assign its rights herein and no Person shall be deemed a third party beneficiary of this Agreement. 11.7 If any one or more of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 11.8 Time is of the essence in the Performance of the Obligations. 11.9 All headings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. The provisions of this Agreement shall apply to the parties according to the context hereof and without regard to the number or gender of words and expressions used herein. Unless otherwise indicated, all references herein to clauses and other subdivisions refer to the corresponding paragraphs, clauses and other subdivisions of this Agreement; the words "hereof", "hereto", "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular paragraph, clause or other subdivision hereof; and reference to a numbered or lettered subdivision of an Article, or paragraph shall include relevant matter within the Article or paragraph which is applicable to but not within such numbered or lettered subdivision. 11.10 THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED AND SHALL BE PERFORMED IN THE STATE OF ARIZONA. THE PROVISIONS OF THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA AND TO THE EXTENT THEY PREEMPT SUCH LAWS, THE LAWS OF THE UNITED STATES. BORROWER (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE PROCESS, JURISDICTION, AND VENUE OF THE UNITED STATES DISTRICT COURT FOR ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY LENDER AND (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT BORROWER IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. 11.11 It is the intent of the parties hereto to comply with the Applicable Usury Law. Accordingly, notwithstanding any provisions to the contrary in this Agreement or in any of the other Documents in no event shall this Agreement or the Documents require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law. If (a) any such excess of interest otherwise would be contracted for, charged or received from Borrower or otherwise in connection with the Obligations or (b) the maturity of the Obligations is accelerated in whole or in part, or (c) all or part of the principal or interest of the Obligations shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received in connection with the Obligations would exceed the maximum contract rate permitted by the Applicable Usury Law then in any such event (1) the provisions of this paragraph shall govern and control,
Appears in 1 contract
Construction and General Terms. 11.1 8.1 All monies moneys payable under the Project Notes, the Aloha Bay Note or the Office Note Documents shall be paid to Lender at the its address first set forth on the signature page of this Agreement in this Agreement. All payments to be made under lawful monies of the Receivables Note shall be made to United States of America, unless otherwise designated in the Collection AgentDocuments or by Lender by notice.
11.2 This Agreement and the other 8.2 The Documents exclusively and completely state the rights and obligations of Lender and Borrower with respect to the Loan. No modification, variation, termination, discharge discharge, abandonment or abandonment hereof and no waiver of any of the provisions terms or conditions of the Documents shall be valid unless in writing and signed by duly authorized representatives of Lender and Borrower or successors, transferees or assigns of either, subject, however, the party sought to the limitations on assignment hereby be bound by Borrowersuch action. This Agreement supersedes The Documents supersede any and all prior agreements or understandingsrepresentations, warranties and/or inducements, written or oral, between Borrower and heretofore made by Lender (other than in the other Documents) concerning this transaction, including any commitment for financing.
11.3 8.3 The powers and agency hereby granted to Lender by Borrower in the Documents are coupled with an interest and are irrevocable and are granted as cumulative to the Lender's other remedies for collection and enforcement of the indebtedness secured hereby provided by lawObligations.
11.4 This Agreement 8.4 Any Document may be executed simultaneously in any number of identical copies each of which shall constitute an original for all purposes.
11.5 Any 8.5 Except as otherwise expressly provided in the Document, any notice required or permitted to be given hereunder under any Document by Lender or Borrower to the other shall be in writing and shall be (a) personally delivered to the party being notified by courier or overnight courierdelivered, (b) transmitted postage prepaid by legible facsimile transmission so long as a hard copy of such notice is simultaneously certified or registered mail, (c) sent by the notifying party by courier or overnight courierexpress carrier, or (cd) transmitted sent by postage prepaidtelecopy, certified to Lender or registered mail to such party Borrower at its address after its signature and/or telecopy number as set forth on the signature page hereof of this Agreement, or at such other address and/or telecopy number as the either party being notified may have otherwise designated designate for such purpose in a notice given as provided in this paragraphto the other party. Such notice shall be deemed received upon the earliest of the following to be effectiveoccur: (a) upon personal delivery; (b) on the third Business Day following the day sent, unless actual receipt if sent by registered or certified mail; (c) on the next Business Day following the day sent, if sent by overnight express courier; and (d) on the day sent or if such day is expressly elsewhere specified hereinnot a Business Day on the next Business Day after the day sent, upon (x) the date of receipt or (y) the date five (5) days after posting if transmitted sent by mail, whichever shall first occurtelecopy.
11.6 8.6 All the covenants, promises, stipulations and agreements covenants of Borrower and all the rights and remedies of the Lender contained in this Agreement contained the Documents shall bind Borrower, and, subject to the restrictions on merger, consolidation Borrower and assignment herein contained, its successors and assigns, and shall inure to the benefit of Lender, its successors and assigns, whether so expressed or not. Borrower may not assign its rights herein and in the Documents in whole or in part. Except as may be expressly provided in a Document, no Person person or other entity shall be deemed a third party beneficiary of this Agreementany provision of the Documents.
11.7 8.7 If any one or more of the provisions contained in this Agreement any Document shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein in the Document shall not in any way be affected or impaired thereby.
11.8 Time is of the essence in the Performance of the Obligations.
11.9 All headings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. The provisions of this Agreement shall apply to the parties according to the context hereof and without regard to the number or gender of words and expressions used herein. Unless otherwise indicated, all references herein to clauses and other subdivisions refer to the corresponding paragraphs, clauses and other subdivisions of this Agreement; the words "hereof", "hereto", "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular paragraph, clause or other subdivision hereof; and reference to a numbered or lettered subdivision of an Article, or paragraph shall include relevant matter within the Article or paragraph which is applicable to but not within such numbered or lettered subdivision.
11.10 THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED AND SHALL BE PERFORMED IN THE STATE OF ARIZONA. THE PROVISIONS OF THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA AND TO THE EXTENT THEY PREEMPT SUCH LAWS, THE LAWS OF THE UNITED STATES. BORROWER (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE PROCESS, JURISDICTION, AND VENUE OF THE UNITED STATES DISTRICT COURT FOR ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY LENDER AND (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT BORROWER IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
11.11 It is the intent of the parties hereto to comply with the Applicable Usury Law. Accordingly, notwithstanding any provisions to the contrary in this Agreement or in any of the other Documents in no event shall this Agreement or the Documents require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law. If
(a) any such excess of interest otherwise would be contracted for, charged or received from Borrower or otherwise in connection with the Obligations or (b) the maturity of the Obligations is accelerated in whole or in part, or (c) all or part of the principal or interest of the Obligations shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received in connection with the Obligations would exceed the maximum contract rate permitted by the Applicable Usury Law then in any such event (1) the provisions of this paragraph shall govern and control,
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Silverleaf Resorts Inc)
Construction and General Terms. 11.1 8.1 All monies moneys payable under the Project Notes, the Aloha Bay Note or the Office Note Documents shall be paid to Lender at the its address first set forth on the signature page of this Agreement in this Agreement. All payments to be made under lawful monies of the Receivables Note shall be made to United States of America, unless otherwise designated in the Collection AgentDocuments or by Lender by notice.
11.2 This Agreement and the other 8.2 The Documents exclusively and completely state the rights and obligations of Lender and Borrower with respect to the Loan. No modification, variation, termination, discharge discharge, abandonment or abandonment hereof and no waiver of any of the provisions terms or conditions of the Documents shall be valid unless in writing and signed by duly authorized representatives of Lender and Borrower or successors, transferees or assigns of either, subject, however, the party sought to the limitations on assignment hereby be bound by Borrowersuch action. This Agreement supersedes The Documents supersede any and all prior agreements or understandingsrepresentations, warranties and/or inducements, written or oral, between Borrower and heretofore made by Lender (other than in the other Documents) concerning this transaction, including any commitment for financing.
11.3 8.3 The powers and agency hereby granted to Lender by Borrower in the Documents are coupled with an interest and are irrevocable and are granted as cumulative to the Lender's other remedies for collection and enforcement of the indebtedness secured hereby provided by lawObligations.
11.4 This Agreement 8.4 Any Document may be executed simultaneously in any number of identical copies each of which shall constitute an original for all purposes.
11.5 Any notice 8.5 All notices required or permitted to be given hereunder shall be in writing writing, and shall be deemed delivered (a) personally delivered to the party being notified by one (1) Business Day after such are deposited for delivery via Federal Express or other nationally recognized overnight courier service, or overnight courier, (b) transmitted three (3) Business Days after such are deposited in the United States mails, certified or registered mail, in either case, with all postage prepaid, and addressed as shown below, or to such other address as either party may, from time to time, designate in writing. Written notice may be given by legible facsimile transmission so long telecopy to the telecopier number shown below or such other telecopier number as either party may designate, from time to time, in writing, provided that such notice shall not be deemed effective unless it is confirmed within 24 hours by hand delivery, courier delivery or mailing of a hard copy of such notice is simultaneously sent by in accordance with the notifying party by courier or overnight courierrequirements set forth above. If to Lender: FINOVA Capital Corporation (two copies) Vice President - Resort Finance 0000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, or Xxxxxxx 00000 Telecopy No.: 000-000-0000 with a copy to: Vice President - Group Counsel 0000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 Telecopy No.: 000-000-0000 with a copy to: XxXxxxxxx XxXxxxxx Xxxxxxx Yetwin & Xxxx, P.C. 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000-0000 Attn: Xxxxxxx X. Xxxxx, Esq. Telecopy No.: 000-000-0000 If to Borrower: Sea Gardens Beach and Tennis Resort Vacation Break Resorts, Inc. Vacation Break at Cocoa Beach, Inc. Palm Vacation Group 0000 Xxxxx Xxxxxxx Xxx. Fort Lauderdale, FL 33309 Attn: Xxxxx X. Cairo and Xxxxxxxx Xxxxx, Esq. Telecopy No. (c000) transmitted by postage prepaid, certified or registered mail to such party at its address after its signature on the signature page hereof or such other address as the party being notified may have otherwise designated in a notice given as provided in this paragraph. Such notice shall be deemed to be effective, unless actual receipt is expressly elsewhere specified herein, upon (x) the date of receipt or (y) the date five (5) days after posting if transmitted by mail, whichever shall first occur.000-0000
11.6 8.6 All the covenants, promises, stipulations and agreements covenants of Borrower and all the rights and remedies of the Lender contained in this Agreement contained the Documents shall bind Borrower, and, subject to the restrictions on merger, consolidation and assignment herein containedcontained in the Documents, its successors and assigns, and shall inure to the benefit of Lender, its successors and assigns, whether so expressed or not. Borrower may not assign its rights herein and in the Documents in whole or in part. Except as may be expressly provided in a Document, no Person person or other entity shall be deemed a third party beneficiary of this Agreementany provision of the Documents.
11.7 8.7 If any one or more of the provisions contained in this Agreement any Document shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein in the Document shall not in any way be affected or impaired thereby.
11.8 8.8 Time is of the essence in the Performance of the Obligations.
11.9 8.9 All headings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. The provisions of this Agreement shall apply to the parties according to the context hereof and without regard to the number or gender of words and expressions used hereinDocuments. Unless otherwise indicated, all references herein in a Document to clauses and other subdivisions refer to the corresponding paragraphs, clauses and other subdivisions of this Agreementthe Document; the words "herein", "hereof", "hereto", "hereunder" and words of similar import refer to this Agreement the Document as a whole and not to any particular paragraph, clause or other subdivision hereofsubdivision; the use of any gender shall be deemed to include other genders, unless inappropriate; and reference to a numbered or lettered subdivision of an Article, or paragraph shall include relevant matter within the Article or paragraph which is applicable to but not within such numbered or lettered subdivision.
11.10 THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED AND SHALL BE PERFORMED IN THE STATE OF ARIZONA. THE PROVISIONS OF THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA AND TO THE EXTENT THEY PREEMPT SUCH LAWS, THE LAWS OF THE UNITED STATES. BORROWER (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE PROCESS, JURISDICTION, AND VENUE OF THE UNITED STATES DISTRICT COURT FOR ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY LENDER AND (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT BORROWER IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
11.11 It is the intent of the parties hereto All Schedules and Exhibits referred to comply with the Applicable Usury Law. Accordingly, notwithstanding any provisions to the contrary in this Agreement or are incorporated in any of the other Documents in no event shall this Agreement or the Documents require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law. If
(a) any such excess of interest otherwise would be contracted for, charged or received from Borrower or otherwise in connection with the Obligations or (b) the maturity of the Obligations is accelerated in whole or in part, or (c) all or part of the principal or interest of the Obligations shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received in connection with the Obligations would exceed the maximum contract rate permitted by the Applicable Usury Law then in any such event (1) the provisions of this paragraph shall govern and control,reference.
Appears in 1 contract
Samples: Loan and Security Agreement (Vacation Break Usa Inc)
Construction and General Terms. 11.1 8.1 All monies moneys payable under the Project Notes, the Aloha Bay Note or the Office Note Documents shall be paid to Lender at the its address first set forth on the signature page of this Agreement in this Agreement. All payments to be made under lawful monies of the Receivables Note shall be made to United States of America, unless otherwise designated in the Collection AgentDocuments or by Lender by notice.
11.2 This Agreement and the other 8.2 The Documents exclusively and completely state the rights and obligations of Lender and Borrower with respect to the Loan. No modification, variation, termination, discharge discharge, abandonment or abandonment hereof and no waiver of any of the provisions terms or conditions of the Documents shall be valid unless in writing and signed by duly authorized representatives of Lender and Borrower or successors, transferees or assigns of either, subject, however, the party sought to the limitations on assignment hereby be bound by Borrowersuch action. This Agreement supersedes The Documents supersede any and all prior agreements or understandingsrepresentations, warranties and/or inducements, written or oral, between Borrower and heretofore made by Lender (other than in the other Documents) concerning this transaction, including any commitment for financing.
11.3 8.3 The powers and agency hereby granted to Lender by Borrower in the Documents are coupled with an interest and are irrevocable and are granted as cumulative to the Lender's other remedies for collection and enforcement of the indebtedness secured hereby provided by lawobligations.
11.4 This Agreement 8.4 Any Document may be executed simultaneously in any number of identical copies each of which shall constitute an original for all purposes.
11.5 Any 8.5 Except as otherwise expressly provided in the Document, any notice required or permitted to be given hereunder under any Document by Lender or Borrower to the other shall be in writing and shall be (a) personally delivered to the party being notified by courier or overnight courierdelivered, (b) transmitted postage prepaid by legible facsimile transmission so long as a hard copy of such notice is simultaneously certified or registered mail, (c) sent by the notifying party by courier or overnight courierexpress carrier, or (cd) transmitted sent by postage prepaidtelecopy, certified to Lender or registered mail to such party Borrower at its address after its signature and/or telecopy number as set forth on the signature page hereof of this Agreement, or at such other address and/or telecopy number as the either party being notified may have otherwise designated designate for such purpose in a notice given as provided in this paragraphto the other party. Such notice shall be deemed received upon the earliest of the following to be effectiveoccur: (a) upon personal delivery; (b) on the third Business Day following the day sent, unless actual receipt if sent by registered or certified mail; (c) on the next Business Day following the day sent, if sent by overnight express courier; and (d) on the day sent or if such day is expressly elsewhere specified hereinnot a Business Day on the next Business Day after the day sent, upon (x) the date of receipt or (y) the date five (5) days after posting if transmitted sent by mail, whichever shall first occurtelecopy.
11.6 8.6 All the covenants, promises, stipulations and agreements covenants of Borrower and all the rights and remedies of the Lender contained in this Agreement contained the Documents shall bind Borrower, and, subject to the restrictions on merger, consolidation and assignment herein containedcontained in the Documents, its successors and assigns, and shall inure to the benefit of Lender, its successors and assigns, whether so expressed or not. Borrower may not assign its rights herein and in the Documents in whole or in part. Except as may be expressly provided in a Document, no Person person or other entity shall be deemed a third party beneficiary of this Agreementany provision of the Documents.
11.7 8.7 If any one or more of the provisions contained in this Agreement any Document shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein in the Document shall not in any way be affected or impaired thereby.
11.8 8.8 Time is of the essence in the Performance of the Obligations.
11.9 All headings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. The provisions of this Agreement shall apply to the parties according to the context hereof and without regard to the number or gender of words and expressions used herein. Unless otherwise indicated, all references herein to clauses and other subdivisions refer to the corresponding paragraphs, clauses and other subdivisions of this Agreement; the words "hereof", "hereto", "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular paragraph, clause or other subdivision hereof; and reference to a numbered or lettered subdivision of an Article, or paragraph shall include relevant matter within the Article or paragraph which is applicable to but not within such numbered or lettered subdivision.
11.10 THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED AND SHALL BE PERFORMED IN THE STATE OF ARIZONA. THE PROVISIONS OF THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA AND TO THE EXTENT THEY PREEMPT SUCH LAWS, THE LAWS OF THE UNITED STATES. BORROWER (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE PROCESS, JURISDICTION, AND VENUE OF THE UNITED STATES DISTRICT COURT FOR ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY LENDER AND (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT BORROWER IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
11.11 It is the intent of the parties hereto to comply with the Applicable Usury Law. Accordingly, notwithstanding any provisions to the contrary in this Agreement or in any of the other Documents in no event shall this Agreement or the Documents require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law. If
(a) any such excess of interest otherwise would be contracted for, charged or received from Borrower or otherwise in connection with the Obligations or (b) the maturity of the Obligations is accelerated in whole or in part, or (c) all or part of the principal or interest of the Obligations shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received in connection with the Obligations would exceed the maximum contract rate permitted by the Applicable Usury Law then in any such event (1) the provisions of this paragraph shall govern and control,
Appears in 1 contract
Samples: Loan and Security Agreement (Silverleaf Resorts Inc)
