Common use of Criminal Code Clause in Contracts

Criminal Code. (Canada). If any provision of this Agreement or any other Financing Document would obligate any member of the Restricted Group to make any payment of interest or other amount payable to the holders of the Notes in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the holders of the Notes of interest at a criminal rate (as construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by the holders of the Notes of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid to the holders of the Notes, and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the holders of the Notes which would constitute interest for purposes of Section 347 of the Criminal Code (Canada). Any amount or rate of interest shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the Notes remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of interest (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over such period of time and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Majority Noteholders, shall be conclusive for the purposes of such determination, absent manifest error.