Common use of Limitation on Interest Clause in Contracts

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the other parties hereto to conform strictly to applicable usury Laws. Accordingly, all agreements between Borrower and Lender with respect to the Loan Documents would obligate any Borrower are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or any other Credit Party otherwise, shall the amount paid or agreed to make any payment be paid to Lender or charged by Lender for the use, forbearance or detention of interest the money to be lent hereunder or other otherwise, exceed the maximum amount payable to any Lender in an amount or calculated at a rate which allowed by Law. If the Loan would be prohibited by law or would result in a receipt by such Lender usurious under applicable Law (including the Laws of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation State and the Laws of the United States of America) ), then, notwithstanding such provisionsanything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under applicable Law that is contracted for, such amount taken, reserved, charged or rate received under the Loan Documents shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable Law, and any excess shall be credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Lender, or rate in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable Law. In such case, excess interest, as if any, provided for in the case may be, as would not be so prohibited by law Loan Documents or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effectedotherwise, to the extent necessarypermitted by applicable Law, as follows: (1) firstlyshall be amortized, by reducing prorated, allocated and spread from the amount or date of advance until payment in full so that the actual rate of interest required is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable Law, then such excess interest shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the Note (or, if the Note has been paid in full, refunded to be paid to such Lender under Borrower). The terms and provisions of this Section 1.5, shall control and (2) thereafter, by reducing any fees, commissions, premiums and supersede every other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 provision of the Criminal Code (Canada)Loan Documents. Notwithstanding The Loan Documents are contracts made under and shall be construed in accordance with and governed by the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess Laws of the maximum permitted by State, except that section if at any time the Laws of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such United States of America permit Lender to Lower Lakes. Any amount contract for, take, reserve, charge or receive a higher rate of interest referred than is allowed by the Laws of the State (whether such federal laws directly so provide or refer to in this Section 1.5(f) the Law of any state), then such federal Laws shall be determined in accordance with generally accepted actuarial practices and principles to such extent govern as an effective annual to the rate of interest over which Lender may contract for, take, reserve, charge or receive under the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. It is the intention of the parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements between Borrower and Lender with respect to the Loan are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or otherwise, shall the amount paid or agreed to be paid to Lender or charged by Lender for the use, forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If the Loan would be usurious under applicable law, then, notwithstanding anything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under the Loan Documents shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Lender, or in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable law. In such case, excess interest, if any, provided for in the Loan Documents or otherwise, to the extent permitted by applicable law, shall be amortized, prorated, allocated and spread from the date of advance until payment in full so that the actual rate of interest is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable law, then such excess interest shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the Note (or, if the Note has been paid in full, refunded to Borrower). The terms and provisions of this Section 12.3 shall control and supersede every other provision of this Agreement or of the Loan Documents. If at any of time the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation laws of the United States of America) thenAmerica permit Lender to contract for, notwithstanding such provisionstake, such amount reserve, charge 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 so result in receive a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or higher rate of interest required than is allowed by applicable state law (whether such federal laws directly so provide or refer to be paid the law of any state), then such federal laws shall to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required extent govern as to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over which Lender may contract for, take, reserve, charge or receive under the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender the Lenders under this Section 1.52.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Loan Parties shall be entitled, by notice in writing to such Lenderthe Administrative Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrowers. Any amount or rate of interest referred to in this Section 1.5(f2.13(j) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Second Amendment Effective Date to the Termination Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the other Loan Documents would obligate any Borrower parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements between Borrower, Administrative Agent and the Lenders with respect to the Loans are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or otherwise, shall the amount paid or agreed to be paid to Administrative Agent or any other Credit Party to make any payment of interest Lender or other amount payable to charged by any Lender in an for the use, forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum amount or calculated at a rate which allowed by law. If the Loans would be prohibited by usurious under applicable law or would result in a receipt by such Lender (including the laws of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation State and the laws of the United States of America) ), then, notwithstanding such provisionsanything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, such amount taken, reserved, charged or rate received under the Loan Documents shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on the Notes by the holders thereof (or, if the Notes have been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Administrative Agent in accordance with the terms hereof, or rate in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable law. In such case, excess interest, as if any, provided for in the case may be, as would not be so prohibited by law Loan Documents or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effectedotherwise, to the extent necessarypermitted by applicable law, as follows: (1) firstlyshall be amortized, by reducing prorated, allocated and spread from the amount or date of advance until payment in full so that the actual rate of interest required is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable law, then such excess interest shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the Notes (or, if the Notes have been paid in full, refunded to be paid to such Lender under Borrower). The terms and provisions of this Section 1.5, 12.3 shall control and (2) thereafter, by reducing any fees, commissions, premiums and supersede every other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 provision of the Criminal Code (Canada)Loan Documents. Notwithstanding The Loan Documents are contracts made under and shall be construed in accordance with and governed by the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess laws of the maximum permitted by State, except that section if at any time the laws of the Criminal Code (Canada)United States of America permit the Lenders to contract for, Lower Lakes shall be entitledtake, by notice in writing to such Lenderreserve, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount charge or receive a higher rate of interest referred than is allowed by the laws of the State (whether such federal laws directly so provide or refer to in this Section 1.5(f) the law of any state), then such federal laws shall be determined in accordance with generally accepted actuarial practices and principles to such extent govern as an effective annual to the rate of interest over which the term that Lenders may contract for, take, reserve, charge or receive under the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. It is the intention of the parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements between Borrower and Lender with respect to the Loan are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or otherwise, shall the amount paid or agreed to be paid to Lender or charged by Lender for the use, forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If the Loan would be usurious under applicable law, then, notwithstanding anything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under the Loan Documents shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Lender, or in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable law. In such case, excess interest, if any, provided for in the Loan Documents or otherwise, to the extent permitted by applicable law, shall be amortized, prorated, allocated and spread from the date of advance until payment in full so that the actual rate of interest is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable law, then such excess interest shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the Note (or, if the Note has been paid in full, refunded to Borrower). The terms and provisions of this Section 14.3 shall control and supersede every other provision of this Agreement or of the Loan Documents. If at any of time the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation laws of the United States of America) thenAmerica permit Lender to contract for, notwithstanding such provisionstake, such amount reserve, charge 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 so result in receive a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or higher rate of interest required than is allowed by applicable state law (whether such federal laws directly so provide or refer to be paid the law of any state), then such federal laws shall to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required extent govern as to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over which Lender may contract for, take, reserve, charge or receive under the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender the Lenders under this Section 1.52.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Loan Parties shall be entitled, by notice in writing to such Lenderthe Administrative Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrowers. Any amount or rate of interest referred to in this Section 1.5(f2.13(j) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Second Amendment and Restatement Effective Date to the Termination Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the parties hereto to conform strictly to applicable usury Legal Requirements. Accordingly, all agreements between Borrower, on one hand, and Lender, on the other hand, with respect to the Loan Documents would obligate any Borrower are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or any other Credit Party otherwise, shall the amount paid or agreed to make any payment be paid to Lender or charged by Lender for the use, forbearance or detention of interest the money to be lent hereunder or other otherwise, exceed the maximum amount payable to any Lender in an amount or calculated at a rate which allowed by Legal Requirements. If the Loan would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate usurious under applicable Legal Requirements (as such terms are construed under including the Criminal Code (Canada) or any equivalent legislation Legal Requirements of the United States State of America) New York, the State and the U.S.), then, notwithstanding such provisionsanything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under applicable Legal Requirements that is contracted for, such amount taken, reserved, charged or rate received under the Loan Documents shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable Legal Requirements, and any excess shall be credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by ▇▇▇▇▇▇, or rate in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable Legal Requirements. In such case, excess interest, as if any, provided for in the case may be, as would not be so prohibited by law Loan Documents or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effectedotherwise, to the extent necessarypermitted by applicable Legal Requirements, as follows: (1) firstlyshall be amortized, by reducing prorated, allocated and spread from the amount or date of advance until payment in full so that the actual rate of interest required is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable Legal Requirements, then such excess interest shall be canceled automatically as of the date of such acceleration or prepayment and, if previously paid, shall be credited on the Note (or, if the Note has been paid in full, refunded to be paid to such Lender under Borrower). The terms and provisions of this Section 1.5, 11.3 shall control and (2) thereafter, by reducing any fees, commissions, premiums and supersede every other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 provision of the Criminal Code (Canada)Loan Documents. Notwithstanding The Loan Documents are contracts made under and shall be construed in accordance with and governed by the foregoingLegal Requirements of the State of New York, and after without giving effect to all adjustments contemplated therebyNew York’s principles of conflicts of laws, except that if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such at any time U.S. federal Legal Requirements permit Lender to Lower Lakes. Any amount contract for, take, reserve, charge or receive a higher rate of interest referred than is allowed by the Legal Requirements of the State of New York (whether such U.S. federal Legal Requirements directly so provide or refer to in this Section 1.5(f) the Legal Requirements of any state), then such U.S. federal Legal Requirements shall be determined in accordance with generally accepted actuarial practices and principles to such extent govern as an effective annual to the rate of interest over which Lender may contract for, take, reserve, charge or receive under the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. It is expressly stipulated and agreed to be the intent of Borrowers and Lender at all times to comply with the applicable Texas law governing the maximum rate or amount of interest payable on the Note or the Indebtedness (or applicable United States Federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any provision of this Agreement amount called for under the Note or of under any of the other Loan Documents would obligate any Borrower Documents, or contracted for, charged, taken, reserved or received with respect to the Indebtedness, or Lender’s exercise of the option to accelerate the maturity of the Note, or any prepayment by Borrowers results in Borrowers having paid or Lender having received any interest in excess of that permitted by applicable law, then it is Borrowers’ and Lender’s express intent that all excess amounts theretofore collected by Lender be credited on the principal balance of the Note and all other Credit Party to make any payment of interest or Indebtedness (or, if the Note and all other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law Indebtedness have been or would result thereby be paid in a receipt by such Lender of interest at a criminal rate (as such terms are construed under full, refunded to Borrowers), and the Criminal Code (Canada) or any equivalent legislation provisions of the United States of America) then, notwithstanding such provisions, such amount or rate shall Note and the other Loan Documents immediately be deemed to have been adjusted with retroactive effect to reformed and the maximum amount or rate of interestamounts thereafter collectible hereunder and thereunder reduced, as without the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 necessity of the Criminal Code (Canada). Notwithstanding execution of any new document, so as to comply with the foregoingapplicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and after giving effect to all adjustments contemplated therebythereunder; provided, however, if a the Note has been paid in full before the end of the stated term of the Note, then Borrowers and Lender shall have agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrowers that interest was received in an amount in excess of the maximum Maximum Rate either refund such excess interest to Borrowers or credit such excess interest against any other Indebtedness then owing by Borrowers to Lender. Borrowers hereby agree that as a condition precedent to any claim seeking usury penalties against Lender, that Borrowers will provide written notice to Lender, advising Lender in reasonable detail of the nature and amount of the violation, and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrowers or crediting such excess interest against any other indebtedness then owing by Borrowers to Lender. All sums contracted for, charged or received by Lender for the use, forbearance or detention of the Indebtedness shall, to the extent permitted by that section applicable law, be amortized or spread, using the actuarial method, throughout the stated term of the Criminal Indebtedness until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to the Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (Canada)which regulates certain loan accounts and revolving triparty accounts) apply to the Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, Lower Lakes shall be entitledit is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. To the extent that Lender is relying on Chapter 303 of the Texas Finance Code, by notice as amended, of the Revised Civil Statutes of Texas to determine the Maximum Rate payable on the Indebtedness, Lender will utilize the weekly ceiling from time to time in writing effect as provided in Chapter 303, as amended. To the extent United States Federal law permits Lender to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law, Lender will rely on United States Federal law instead of such LenderChapter 303, as amended, for the purpose of determining the Maximum Rate. Additionally, to obtain reimbursement the extent permitted by applicable law now or hereafter in effect, Lender may, at its option and from time to time, implement any other method of computing the Maximum Rate under such Chapter 303 of the Finance Code, as amended, or under other applicable law by giving notice, if required, to Borrowers as provided by applicable law now or hereafter in effect. Borrowers and Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption hereby agree that any chargesand all suits alleging the contracting for, fees charging or expenses that fall within receiving of usurious interest shall lie in Dallas County, Texas, and each irrevocably waive the meaning of "interest" (as defined right to venue in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationany other county.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Credit Documents would obligate any Borrower Company or any other Credit Party to make any payment of interest or other amount payable to any Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 applicable law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under this Section 1.52.8, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a an Agent or Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes Company shall be entitled, by notice in writing to such Agent or such Lender, to obtain reimbursement from such Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Lower LakesCompany. Any amount or rate of interest referred to in this Section 1.5(f) 2.23 shall be determined in accordance with generally accepted actuarial practices and principles GAAP as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Term Loan Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender the Lenders under this Section 1.52.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Loan Parties shall be entitled, by notice in writing to such Lenderthe Administrative Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrowers. Any amount or rate of interest referred to in this Section 1.5(f2.13(j) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Amendment Effective Date to the Termination Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to each Bank under this Agreement and the other Loan Documents shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Bank limiting rates of interest which may be charged or collected by such Bank. Accordingly, if the transactions contemplated hereby would be usurious under any provision Applicable Law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to any Bank, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the following provisions of this Agreement Section shall govern and control; (b) with respect to the Borrower, the aggregate of all consideration that constitutes interest under Applicable Law that is contracted for, charged or of received under this Agreement, or under any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest otherwise in connection herewith or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt therewith, by such Lender of interest at a criminal rate (as such terms are construed Bank shall under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to no circumstances exceed the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt interest allowed by such Lender of Applicable Law (such maximum lawful interest at a criminal rate, if any, with respect to such adjustment Bank herein called the “Highest Lawful Rate”), and any excess shall be credited to the Borrower by such Bank (or, if such consideration shall have been finally paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be effectedpaid, to such Bank for the use, forbearance and detention of the indebtedness of the Borrower to such Bank hereunder shall, to the extent necessarypermitted by such Applicable Law, as follows: (1) firstlybe amortized, by reducing prorated, allocated and spread throughout the amount or full term of such indebtedness until payment in full of such indebtedness so that the actual rate of interest required is uniform throughout the full term thereof; (d) if, with respect to such Bank, at any time the interest provided pursuant to Section 3.3, together with any other fees payable to such Bank pursuant to this Agreement or any other Loan Document and deemed interest under such Applicable Law, exceeds that amount which would have accrued to such Bank at the Highest Lawful Rate, the amount of interest and any such fees to accrue pursuant to this Agreement or any other Loan Document shall be limited, for such Bank, notwithstanding anything to the contrary in this Agreement or any other Loan Document, to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions in the amount of such interest and/or fees, as applicable, which would otherwise occur shall not reduce the interest to accrue to such Bank pursuant to this Agreement and the other Loan Documents below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and the other Loan Documents and such fees deemed to be paid interest equals the amount of interest which would have accrued to such Lender Bank if a varying rate per annum equal to the interest provided pursuant to Section 3.3 had at all times been in effect plus the amount of fees which would have been received but for the effect of this Section; and (e) if the total amount of interest paid or accrued for payment by the Borrower together with any other fees payable by the Borrower pursuant to this Agreement and the other Loan Documents and deemed interest under this Section 1.5Applicable Law, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid with respect to such Lender Bank pursuant to this Agreement and the other Loan Documents under the foregoing provisions of this Section, is less than the total amount of interest which would constitute "interest" for purposes of Section 347 of have accrued with respect to the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, Borrower if a Lender shall have received an amount varying rate per annum equal to the interest provided pursuant to Section 3.3 had at all times been in excess of effect and all fees provided for in this Agreement and the maximum permitted by that section of other Loan Documents had been paid, then the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing Borrower agrees to pay to such LenderBank, to obtain reimbursement from such Lender in upon demand, an amount equal to such excess and, pending such reimbursement, such the difference between (i) the lesser of (A) the amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred and fees which would have accrued with respect to the Borrower if the Highest Lawful Rate had at all times been in effect, and (B) the amount of interest and fees which would have accrued with respect to the Borrower if a varying rate per annum equal to the interest provided pursuant to Section 3.3 had at all times been in effect and all fees provided for in this Section 1.5(fAgreement and the other Loan Documents had been paid and (ii) shall be determined the amount of interest and fees paid by the Borrower in accordance with generally accepted actuarial practices the other provisions of this Agreement and principles as an effective annual rate of interest over the term that the applicable other Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the parties hereto that the Company, the Lender and each other holder shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Documents Document would obligate be usurious as to any Borrower holder under laws applicable to it, then, in that event, notwithstanding anything to the contrary in this Note or any other Credit Party to make Loan Document or any payment agreement entered into in connection with or as security for this Note, it is agreed as follows: (i) the aggregate of all consideration that constitutes interest or other amount payable under law applicable to any Lender in an amount holder that is contracted for, taken, reserved, charged or calculated at a rate which would be prohibited received by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed the holder under the Criminal Code (Canada) this Note or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount other Loan Document or rate agreements or otherwise in connection with this Note shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt allowed by such Lender applicable law, any excess shall be canceled automatically and if theretofore paid shall be credited by the holder on the principal amount of interest at a criminal rate, such adjustment to be effectedthe Note (or, to the extent necessarythat the principal amount of the Note shall have been or would thereby be paid in full, refunded by the holder to the Company); and (ii) in the event that the maturity of this Note is accelerated by reason of any Event of Default under this Note or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the holder may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Note or otherwise shall be canceled automatically by the holder as follows: of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the holder on the principal amount of the Note (1) firstlyor, to the extent that the principal amount of the Note shall have been or would thereby be paid in full, refunded by reducing the amount holder to the Company). All sums paid or rate of interest required agreed to be paid to such Lender under this Section 1.5the holder for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to the holder, be amortized, prorated, allocated and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 spread throughout the full term of the Criminal Code (Canada). Notwithstanding Note until payment in full so that the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an rate or amount in excess of interest on account of the Note does not exceed the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable allowed by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationlaw.

Limitation on Interest. If Regardless of any provision of contained in this Agreement Mortgage or of any of the other Loan Documents would obligate any Borrower Credit Agreements, Mortgagee shall never be entitled to receive, collect, or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interestapply, as interest on the case may beLoans, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum Maximum Lawful Rate, and in the event Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Loans are paid in full, any remaining excess shall promptly be paid to Mortgagors. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, each Mortgagor shall, to the extent permitted by that section under applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the Criminal Code (Canada)interest throughout the entire contemplated term of the Note, Lower Lakes so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Note; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Mortgagee shall be entitled, by notice in writing refund to such Lender, to obtain reimbursement from such Lender in an Mortgagors the amount equal to of such excess and, pending in such reimbursementevent, such amount Mortgagee shall not be deemed subject to be an amount payable any penalties provided by such Lender to Lower Lakes. Any amount any laws for contracting for, charging, taking, reserving or rate of receiving interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow excess of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationMaximum Lawful Rate.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision The Company and Holder intend to conform strictly to the usury laws in force that apply to this transaction. Accordingly, all agreements between the Company and Holder, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of this Agreement or of any acceleration of the indebtedness evidenced by the Note or otherwise, shall the interest (and all other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms sums that are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted be interest) contracted for, charged or received by ▇▇▇▇▇▇ with retroactive effect respect to such indebtedness exceed the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required permitted to be paid to such Lender charged under this Section 1.5applicable law (the "Maximum Rate"). The Company and the Holder stipulate and represent that, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 as of the Criminal Code date hereof (Canadathe same being the date of the granting of this Warrant to the Holder), the value of this Warrant, as compensation for the use of money, is both contingent (in the sense that the future realization of any value from the exercise of this Warrant is dependent upon the occurrence of events beyond the control of the parties) and speculative (in the sense that the amount, if any, which will be realized upon the exercise of this Warrant is uncertain). Notwithstanding The Company and the foregoingHolder stipulate and agree that the terms and provisions contained in this Warrant are not intended to and shall never be construed to create a contract to pay for the use, and after giving effect to all adjustments contemplated therebyforbearance or detention of money or, if a Lender shall have received so construed, to pay for the use, forbearance or detention of money in an amount in excess of the maximum Maximum Rate permitted by that section to be charged. Neither the Company nor any other party now or hereafter becoming liable for payment of the Criminal Code Note shall ever be required to pay interest on or with respect to the Note in an amount in excess of the Maximum Rate that lawfully may be charged, and the provisions of this Section shall control over all other provisions of this Agreement and the Note. If the difference between (Canada)i) the Fair Market Value (determined as of the date hereof or such other date as required by applicable law) of the Shares, Lower Lakes shall be entitled, by notice in writing and (ii) the Exercise Price with respect to such LenderShares, could ever be or is deemed to obtain reimbursement from such Lender constitute interest in an amount that, when taken together with the interest otherwise contracted for, charged or received with respect to the Note, would exceed the Maximum Rate, the Exercise Price with respect to the Shares shall automatically be increased by an amount equal to such excess, or if this Warrant has been exercised, the Holder shall, at the option of Holder, either refund to the Company the amount of such excess and, pending or credit the amount of such reimbursement, such amount excess against the principal balance of the Notes. All amounts not payable to Holder under this Warrant on account of the foregoing limitations shall be deemed retained by the Company, provided that, if at a later date prior to the termination of this Warrant, Holder determines that a greater amount could lawfully be paid to it, then the Company shall immediately upon request of Holder, pay to Holder such greater amount up to an amount equal to the aggregate of all amounts that were retained by the Company on account of such limitation on the amount of interest that the Holder could receive on or with respect to any notes under applicable law. All interest paid or agreed to be an amount payable paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of such Lender indebtedness (including the period of any renewal or extension thereof) so that the interest for such full period shall not exceed the maximum Rate. The term "applicable law" as used in this Agreement shall mean the laws of the State of Texas or laws of the United States applicable to Lower Lakes. Any amount or transactions in Texas, whichever laws allow the greater rate of interest referred to in this Section 1.5(f) shall interest, as such laws now exist may be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees changed or expenses that fall within the meaning of "interest" (as defined amended or come into effect in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationfuture.

Limitation on Interest. If any No provision of this Agreement Mortgage or of any of the other Loan Documents would obligate any Borrower shall require the payment or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under permit the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate collection of interest, as or be construed to create a contract regarding the case may besame, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum rate permitted by that section Law or which is otherwise contrary to Law (the “Highest Lawful Rate”). If any excess of interest in such respect is herein or in the Criminal Code (Canada)other Loan Documents provided for, Lower Lakes or shall be entitled, by notice adjudicated to be so provided for herein or in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursementthe other Loan Documents, such amount which would be deemed excessive interest shall be deemed a partial prepayment of the principal of the Secured Indebtedness and treated hereunder as such; and, if the entire principal amount of the Secured Indebtedness owed is paid in full, any remaining excess shall be repaid to be the payors on the applicable Secured Indebtedness. In determining whether the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate in effect from day to day, the Mortgagor and the holders of the Secured Indebtedness shall, to the maximum extent permitted under applicable Law, (a) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread the total amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred throughout the entire contemplated term of the Secured Indebtedness so that the interest rate is uniform throughout the entire term of the Secured Indebtedness; provided that, if the interest received by the holders of the Secured Indebtedness for the actual period of existence thereof exceeds the Highest Lawful Rate in effect from day to day, the holders of the Secured Indebtedness shall apply or refund to the payors on the applicable Secured Indebtedness the amount of such excess as provided in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any chargesSection, 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in such event, the event of a dispute, a certificate of a Fellow holders of the Canadian Institute Secured Indebtedness shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving, or receiving interest in excess of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationHighest Lawful Rate in effect from day to day.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes Borrower shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower LakesBorrower. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If Notwithstanding anything in this Note to the contrary, Vict▇▇ ▇▇▇ll never be required to pay unearned interest on any provision of this Agreement or of any of amount outstanding hereunder, and shall never be required to pay interest on the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other principal amount payable to any Lender in an amount or calculated outstanding hereunder, at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by nonusurious interest rate that section of may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the Criminal Code (Canada"Highest Lawful Rate"), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or If the effective rate of interest referred which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an constitute interest which would increase the effective annual rate of interest over the term that the applicable Loan remains 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 payable by Vict▇▇ ▇▇▇er this Note to a specific rate in excess of the Highest Lawful Rate, then (a) the amount of interest which would otherwise be payable by Vict▇▇ ▇▇▇er this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Vict▇▇ ▇▇ any interest paid by Vict▇▇ ▇▇ excess of the Highest Lawful Rate shall be refunded to Vict▇▇. ▇▇thout limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period of timeduring which any amount has been outstanding hereunder all interest at any time contracted for, be pro-rated over that period of charged or received by Vict▇▇ ▇▇ connection herewith. If at any time and otherwise be pro-rated over from time to time (i) the period from the Closing Date amount of interest payable to the Termination Date and, in Holder on any date shall be computed at the event of a dispute, a certificate of a Fellow Highest Lawful Rate pursuant to the provisions of the Canadian Institute foregoing sentence, and (ii) in respect of Actuaries appointed by Agent shall any subsequent interest computation period the amount of interest otherwise payable to the Holder would be conclusive for less than the purposes amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such determinationsubsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.51.2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes Borrower shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower LakesBorrower. Any amount or rate of interest referred to in this Section 1.5(f1.2(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. It is expressly stipulated and ---------------------- agreed to be the intent of Borrowers, Agent and Lenders at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in connection with the Obligations. If the applicable law is ever judicially interpreted so as to render usurious any provision of this Agreement amount called for under the Notes or of under any of the other Loan Documents would obligate Documents, or contracted for, charged, taken, reserved or received with respect to any Borrower of the or if acceleration of the maturity of the Obligations, any prepayment by Borrowers, or any other Credit Party to make any payment of interest circumstance whatsoever, results in Agent or other amount payable to any Lender having been paid any interest in an amount or calculated at a rate which would excess of that permitted by applicable law, then it is the express intent of Borrowers, Agent and Lenders that all excess amounts theretofore collected by Agent and/or Lenders be prohibited by law credited on the principal balance of the Obligations (or, if the Obligations have been or would result thereby be paid in a receipt by such Lender of interest at a criminal rate (as such terms are construed under full, refunded to Borrowers), and the Criminal Code (Canada) or any equivalent legislation provisions of the United States of America) then, notwithstanding such provisions, such amount or rate shall Notes and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to have been adjusted comply with retroactive effect the applicable law, but so as to permit the maximum recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of the Notes does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and neither Agent nor Lenders intend to collect any unearned interest in the event of acceleration. All sums paid or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment agreed to be effectedpaid to Agent and Lenders for the use, forbearance or detention of the indebtedness evidenced by the Loan Documents shall, to the extent necessarypermitted by applicable law, as follows: (1) firstlybe amortized, by reducing prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount or rate of interest required on account of such indebtedness does not exceed the Maximum Lawful Rate or maximum amount of interest permitted under applicable law. The term "applicable law" as used herein shall mean the laws of the State of Texas, or --------------- any other applicable United States federal law to be paid the extent that it permits Lenders to such Lender contract for, charge, take, reserve or receive a greater amount of interest than under Texas law. The provisions of this Section 1.510.8 shall ------------ control all agreements between Borrowers, Agent and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationLenders.

Limitation on Interest. NOTWITHSTANDING ANY OTHER PROVISION ---------------------- HEREOF, IN NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST (INCLUDING TO THE EXTENT APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGES) PAYABLE, CONTRACTED FOR, CHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THE NOTES OR ANY OTHER LOAN DOCUMENT, FROM TIME TO TIME OR FOR WHATEVER REASON, EXCEED THE MAXIMUM RATE OR AMOUNT, IF ANY, SPECIFIED BY APPLICABLE LAW. If from any circumstance whatsoever, fulfillment of any provision of this Agreement hereof or of any of the such other Loan Documents or other documents or obligations at the time performance of such provision shall be due, shall involve transcending the limit of validity proscribed by law, then, ipso facto, the obligation to be fulfilled shall be ---- ----- reduced to the limit of such validity, and if from any such circumstance Secured Party shall ever receive an amount deemed interest by applicable law which shall exceed the highest lawful rate, such amount which would obligate any Borrower be excessive interest shall be applied to the reduction of the principal amount owing Thereunder or on account of any other Credit Party principal indebtedness of the Borrower to make any Secured Party, and not to payment of interest or if such excessive interest exceeds the unpaid balance of such principal amount and such other amount payable indebtedness, or if Secured Party is prohibited by applicable law from applying such excessive interest to any Lender in an the reduction of such principal amount or calculated at a rate which would on account of any other indebtedness, the excess shall be prohibited refunded to Borrower. All sums paid or agreed to be paid by law the Borrower for the use, forbearance or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation detention of the United States indebtedness of America) then, notwithstanding such provisions, such amount or rate shall be deemed the Borrower 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effectedSecured Party shall, to the extent necessarypermitted by applicable law, as follows: (1) firstlybe amortized, by reducing prorated, allocated and spread throughout the amount or full term of such indebtedness until payment in full so that the actual rate of interest required to be paid to on account of such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over indebtedness is uniform though the term that hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning Borrower and Secured Party and all obligations of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate Borrower to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationSecured Party.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the other Loan Documents would obligate any Borrower parties hereto to conform strictly to applicable usury laws and, anything herein or any other Credit Party Loan Document to make any payment the contrary notwithstanding, the obligations of Designated Entities to a Lender or an Agent under this Agreement and the Loan Documents shall be subject to the limitation that payments of interest or other amount payable shall not be required to any Lender in an amount or calculated at a rate which the extent that receipt thereof would be prohibited by contrary to provisions of law applicable to such Lender or would result in a receipt Agent limiting rates of interest which may be charged or collected by such Lender of interest at or Agent. Accordingly, if the transactions contemplated hereby would be usurious under laws applicable to a criminal rate Lender or Agent (as such terms are construed under including the Criminal Code (Canada) or any equivalent legislation federal and state laws of the United States of AmericaAmerica or of any other jurisdiction whose laws may be mandatorily applicable to such Lender or Agent notwithstanding anything to the contrary in this Agreement or any other Loan Document) then, in that event, notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is agreed as follows: (a) the provisions of this Section shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under this Agreement, or under any of the aforesaid agreements or otherwise in connection with this Agreement or any other Loan Document by such provisions, such amount Lender or rate Agent shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount or rate of interestinterest allowed by applicable law (such maximum lawful interest rate, as if any, with respect to each Lender and each Agent herein called the case may be"Maximum Lawful Rate"), as would not and any excess shall be so prohibited by law or so result in a receipt canceled automatically and if theretofore paid shall be credited to the relevant Designated Entity by such Lender of interest at a criminal rateor Agent (or, if such consideration shall have been paid in full, such adjustment excess refunded to the relevant Designated Entity); (c) all sums paid, or agreed to be effectedpaid, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5or Agent for the use, forbearance and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 detention of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess indebtedness of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.relevant Designated Entity

Limitation on Interest. If Notwithstanding anything in this Note to the contrary, Vict▇▇ ▇▇▇ll never be required to pay 287 unearned interest on any provision of this Agreement or of any of amount outstanding hereunder, and shall never be required to pay interest on the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other principal amount payable to any Lender in an amount or calculated outstanding hereunder, at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by nonusurious interest rate that section of may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the Criminal Code (Canada"Highest Lawful Rate"), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or If the effective rate of interest referred which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an constitute interest which would increase the effective annual rate of interest over the term that the applicable Loan remains 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 payable by Vict▇▇ ▇▇▇er this Note to a specific rate in excess of the Highest Lawful Rate, then (a) the amount of interest which would otherwise be payable by Vict▇▇ ▇▇▇er this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Vict▇▇ ▇▇ any interest paid by Vict▇▇ ▇▇ excess of the Highest Lawful Rate shall be refunded to Vict▇▇. ▇▇thout limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period of timeduring which any amount has been outstanding hereunder all interest at any time contracted for, be pro-rated over that period of charged or received by Vict▇▇ ▇▇ connection herewith. If at any time and otherwise be pro-rated over from time to time (i) the period from the Closing Date amount of interest payable to the Termination Date and, in Holder on any date shall be computed at the event of a dispute, a certificate of a Fellow Highest Lawful Rate pursuant to the provisions of the Canadian Institute foregoing sentence, and (ii) in respect of Actuaries appointed by Agent shall any subsequent interest computation period the amount of interest otherwise payable to the Holder would be conclusive for less than the purposes amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such determinationsubsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. If In respect of any judicial proceedings in Canada (including any bankruptcy, insolvency or enforcement proceeding), if any provision of this Agreement or of any of the other Loan Documents would obligate any a Canadian Borrower or any other Credit Party Borrower which owns assets in Canada or which carries on business in Canada to make any payment of interest or other amount payable to any Lender Finance Party in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender Finance Party of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender Finance Party of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: : (1a) firstly, by reducing the amount or rate of interest required to be paid to such Lender Finance Party under this Section 1.5, and Clause 15; and (2b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender Finance Party which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender Finance Party shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the relevant Canadian Borrower shall be entitled, by notice in writing to such LenderFinance Party, to obtain reimbursement from such Lender Finance Party in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender Finance Party to Lower Lakesthe relevant Obligor. Any amount or rate of interest referred to in this Section 1.5(f) Clause 15.7 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date date this Agreement to the Termination Date and, in the event of a dispute, a certificate of a Fellow date that all obligations and liabilities of the relevant Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationBorrower under this Agreement have been fully and finally paid and satisfied.

Limitation on Interest. ​ If any provision of this Agreement or of any of the other Loan Credit Documents would obligate any Borrower Company or any other Credit Party to make any payment of interest or other amount payable to any Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 applicable law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under this Section 1.52.8, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a an Agent or Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes Company shall be entitled, by notice in writing to such Agent or such Lender, to obtain reimbursement from such Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Lower LakesCompany. Any amount or rate of interest referred to in this Section 1.5(f) 2.23 shall be determined in accordance with generally accepted actuarial practices and principles GAAP as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Term Loan Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the purposes of such determination.. ​

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Credit Documents would obligate any Borrower Company or any other Credit Party to make any payment of interest or other amount payable to any Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 applicable law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under this Section 1.52.8, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a an Agent or Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes Company shall be entitled, by notice in writing to such Agent or such Lender, to obtain reimbursement from such Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Lower LakesCompany. Any amount or rate of interest referred to in this Section 1.5(f) 2.23 shall be determined in accordance with generally accepted actuarial practices and principles GAAP as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Initial Term Loan Maturity Date or Delayed Draw Term Loan Maturity Date, as applicable, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If It is the intention of the parties ---------------------- hereto to conform strictly to applicable usury laws and, anything herein or in any provision Note to the contrary notwithstanding, the obligations of the Company to each Lender under this Agreement and any Note shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest which may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby or by any Note would be usurious under any applicable law, rule, regulation, order or decree (or other requirement having the force of law) of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest governmental authority, court or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate tribunal (as such terms are construed under including the Criminal Code (Canada) or any equivalent legislation Federal and state laws of the United States of AmericaAmerica or of any other jurisdiction whose laws may be mandatorily applicable) (collectively, "Applicable Law") with respect to any Lender, then, in that event, notwithstanding such provisionsanything to the contrary in this Agreement or any Note, such amount it is agreed as follows: (a) the following provisions of this Section 4.6 shall govern and ----------- control; (b) the aggregate of all consideration that constitutes interest under Applicable Law that is contracted for, charged or rate received under this Agreement or under any Note by any Lender shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by Applicable Law (such maximum, nonusurious interest rate that may, under Applicable Law, be contracted for, charged or rate of interestreceived, as the case may be"Highest Lawful Rate"), as would not and any excess shall be so prohibited by law or so result in a receipt credited to the Company by such Lender of interest at a criminal rate(or, if such consideration shall have been finally paid in full, such adjustment excess refunded to the Company by such Lender); (c) all sums paid, or agreed to be effectedpaid, to any Lender for the use, forbearance and detention of the indebtedness of the Company to such Lender hereunder or under any Note shall, to the extent necessarypermitted by Applicable Law, as follows: (1) firstlybe amortized, by reducing prorated, allocated and spread throughout the amount or full term of such indebtedness until payment in full of such indebtedness so that the actual rate of interest required is uniform throughout the full term thereof; (d) if at any time the interest provided pursuant to Section 4.1, ----------- together with any fees payable to any Lender pursuant to this Agreement or any Note that are deemed to be paid interest under Applicable Law, exceeds that amount which would have accrued to such Lender under at the Highest Lawful Rate, the amount of interest and any such fees to accrue pursuant to this Section 1.5Agreement or any Note shall be limited, and (2) thereafternotwithstanding anything to the contrary in this Agreement or any Note, by reducing to the amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions in the amount of such interest and/or fees, commissionsas applicable, premiums and other amounts required which would otherwise occur shall not reduce the interest to be paid accrue to such Lender pursuant to this Agreement and the applicable Note below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such Note and such fees that are deemed to be interest equals the amount of interest which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect have accrued to all adjustments contemplated thereby, such Lender if a Lender shall varying rate per annum equal to the rate provided pursuant to Section 4.1 had at all times ----------- been in effect, plus the amount of fees which would have been received an but ---- for the effect of this Section 4.6; and ----------- (e) if the total amount of interest paid or accrued, together with any fees payable pursuant to this Agreement and any Note that are deemed to be interest under Applicable Law, pursuant to this Agreement and any Note under the foregoing provisions of this Section 4.6, is less than the total ----------- amount of interest which would have accrued if a varying rate per annum equal to the rate provided pursuant to Section 4.1 had at all times been in excess of ----------- effect and all fees provided for in this Agreement and such Note had been paid, then the maximum permitted by that section of Company agrees to pay to the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such applicable Lender, to obtain reimbursement from such Lender in upon demand, an amount equal to such excess and, pending such reimbursement, such the difference between (i) the lesser of (A) the amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred and fees which would have accrued if the Highest Lawful Rate had at all times been in effect, and (B) the amount of interest and fees which would have accrued if a varying rate per annum equal to the rate provided pursuant to Section 4.1 had at all times been in effect and all ----------- fees provided for in this Section 1.5(fAgreement and the applicable Note had been paid and (ii) shall be determined the amount of interest and fees paid in accordance with generally accepted actuarial practices the other provisions of this Agreement and principles as an effective annual rate the applicable Note. For purposes of interest over Article 5069-1.04, ▇▇▇▇▇▇'s Texas Civil Statutes, to the term extent, if any, applicable to any lender, the Company agrees that the applicable Loan remains outstanding on Highest Lawful Rate shall be the assumption that any charges, fees or expenses that fall within the meaning of "interestindicated (weekly) rate ceiling" (as defined in said Article; provided that any Lender may also rely, to the Criminal Code (Canada)) shallextent permitted by Applicable -------- Law, on alternative maximum rates of interest, if they relate to a specific period of timegreater, be pro-rated over under other Applicable Laws; provided, further, that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date andextent permitted by such -------- ------- Article, in any Lender by notice to the event Company may revise the aforesaid election of a disputesuch interest rate ceiling as such ceiling affect the then current or future balances outstanding under this Agreement and any Note. Chapter 15, a certificate of a Fellow Subtitle 3, Title 79, of the Canadian Institute Revised Civil Statutes of Actuaries appointed by Agent Texas, 1925 (relating to revolving loans and triparty accounts), shall be conclusive for the purposes of such determinationnot apply to this Agreement or any Note.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender the Agent or the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Agent or the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Agent or the Lenders, if applicable, of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1a) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5the Agent or the Lenders, and (2b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Agent or the Lenders which would constitute "''interest" '' for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Agent or the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Credit Parties shall be entitled, by notice in writing to such Lenderthe Agent, to obtain reimbursement from such Lender the Agent or the Lenders, as applicable, in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrowers. Any For the purpose of determining compliance with the Criminal Code (Canada), any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan credit remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Restatement Date to the Termination Date applicable maturity date, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination. For the purposes of disclosure under the Interest Act (Canada), if and to the extent applicable, whenever interest is to be paid hereunder and such interest is to be calculated on the basis of a period of less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in such period.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the other Loan Documents would obligate any Borrower parties hereto to conform strictly to applicable usury laws and, anything herein or any other Credit Party Loan Document to make any payment the contrary notwithstanding, the obligations of Designated Entities to a Lender or an Agent under this Agreement and the Loan Documents shall be subject to the limitation that payments of interest or other amount payable shall not be required to any Lender in an amount or calculated at a rate which the extent that receipt thereof would be prohibited by contrary to provisions of law applicable to such Lender or would result in a receipt Agent limiting rates of interest which may be charged or collected by such Lender of interest at or Agent. Accordingly, if the transactions contemplated hereby would be usurious under laws applicable to a criminal rate Lender or Agent (as such terms are construed under including the Criminal Code (Canada) or any equivalent legislation federal and state laws of the United States of AmericaAmerica or of any other jurisdiction whose laws may be mandatorily applicable to such Lender or Agent notwithstanding anything to the contrary in this Agreement or any other Loan Document) then, in that event, notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is agreed as follows: (a) the provisions of this section shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under this Agreement, or under any of the aforesaid agreements or otherwise in connection with this Agreement or any other Loan Document by such provisions, such amount Lender or rate Agent shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to each Lender and each Agent herein called the "Maximum Lawful Rate"), and any excess shall be canceled automatically and if theretofore paid shall be credited to the relevant Designated Entity by such Lender or rate Agent (or, if such consideration shall have been paid in full, such excess refunded to the relevant Designated Entity); (c) all sums paid, or agreed to be paid, to such Lender or Agent for the use, forbearance and detention of interestthe indebtedness of the relevant Designated Entity to such Lender or Agent hereunder or under any other Loan Document shall, to the extent permitted by laws applicable to such Lender or Agent, as the case may be, as would not be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in fall so prohibited by law that the actual rate of interest is uniform throughout the full term thereof; (d) if at any time the interest provided pursuant to any provision of this Agreement or so result in a receipt by any other Loan Document, together with any other fees payable pursuant to this Agreement or any other Loan Document and deemed interest under laws applicable to such Lender or Agent, exceeds the amount which would have accrued at the Maximum Lawful Rate, the amount of interest and any such fees to accrue to such Lender or Agent pursuant to this Agreement or any other Loan Document shall be limited, notwithstanding anything to the contrary in this Agreement or any other Loan Document, to that amount which would have accrued at a criminal ratethe Maximum Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such adjustment Lender or Agent pursuant to this Agreement or any other Loan Document below the Maximum Lawful Rate until the total amount of interest accrued pursuant to this Agreement or such other Loan Document, as the case may be, and such fees deemed to be effectedinterest equals the amount of interest which would have accrued to such Lender or Agent if a varying rate of interest per annum equal to the interest provided pursuant to Section 2.3 or any other relevant section hereof (other than this section) and any Note, as applicable, had at all times been in effect, plus the amount of fees which would have been received but for the effect of this section; and (e) if the total amount of interest paid by or accrued with respect to the Obligations of Borrower, together with any other fees payable pursuant to this Agreement and the other Loan Documents and deemed interest under laws applicable to such Lender or Agent pursuant to this Agreement or any other Loan Document under the foregoing provisions of this section is less than the total amount of interest which would have accrued if a varying rate per annum equal to the interest provided pursuant to Section 2.3 or any other relevant section hereof (other than this section), as applicable, had at all times been in effect and all fees provided for in this Agreement and the other Loan Documents had been paid, then Borrower severally agrees to pay to such Lender or Agent an amount equal to the difference between, (i) the lesser of (x) the amount of interest and fees which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (y) the amount of interest and fees which would have accrued if a varying rate per annum equal to the interest provided pursuant to Section 2.3 or such other relevant section of this Agreement (other than this section) and any Note, as applicable, had at all times been in effect and all fees had been paid, and (ii) the amount of interest and fees accrued in accordance with the other provisions of this Agreement and other Loan Documents. For purposes of Chapter 303 of the Texas Finance Code, to the extent necessaryapplicable to any Lender or Agent, Borrower and each other Designated Entity agrees that the Maximum Lawful Rate shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as follows: (1) firstlyapplicable, may also rely, to the extent permitted by reducing applicable laws of the amount or rate State of Texas and the United States of America, on alternative maximum rates of interest required to be paid under the Texas Finance Code or other laws applicable to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required or Agent from time to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, time if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationgreater.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the parties hereto to conform strictly to applicable usury Legal Requirements. Accordingly, all agreements between ▇▇▇▇▇▇▇▇, on one hand, and Agent and the Lenders, on the other hand, with respect to the Loan Documents would obligate any Borrower are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or any other Credit Party otherwise, shall the amount paid or agreed to make any payment be paid to Agent or the Lenders or charged by Agent or the Lenders for the use, forbearance or detention of interest the money to be lent hereunder or other otherwise, exceed the maximum amount payable to any Lender in an amount or calculated at a rate which allowed by Legal Requirements. If the Loan would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate usurious under applicable Legal Requirements (as such terms are construed under including the Criminal Code (Canada) or any equivalent legislation Legal Requirements of the United States of America) State and the U.S.), then, notwithstanding such provisionsanything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under applicable Legal Requirements that is contracted for, such amount taken, reserved, charged or rate received under the Loan Documents shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable Legal Requirements , and any excess shall be credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Agent, or rate in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable Legal Requirements. In such case, excess interest, as if any, provided for in the case may be, as would not be so prohibited by law Loan Documents or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effectedotherwise, to the extent necessarypermitted by applicable Legal Requirements, as follows: (1) firstlyshall be amortized, by reducing prorated, allocated and spread from the amount or date of advance until payment in full so that the actual rate of interest required is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable Legal Requirements, then such excess interest shall be canceled automatically as of the date of such acceleration or prepayment and, if previously paid, shall be credited on the Note (or, if the Note has been paid in full, refunded to be paid to such Lender under Borrower). The terms and provisions of this Section 1.5, 11.3 shall control and (2) thereafter, by reducing any fees, commissions, premiums and supersede every other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 provision of the Criminal Code (Canada)Loan Documents. Notwithstanding The Loan Documents are contracts made under and shall be construed in accordance with and governed by the foregoingLegal Requirements of the State of New York, and after without giving effect to all adjustments contemplated therebyNew York’s principles of conflicts of laws, except that if at any time U.S. federal Legal Requirements permit Agent or the Lenders to contract for, take, reserve, charge or receive a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or higher rate of interest referred than is allowed by the Legal Requirements of the State of New York (whether such U.S. federal Legal Requirements directly so provide or refer to in this Section 1.5(f) the Legal Requirements of any state), then such U.S. federal Legal Requirements shall be determined in accordance with generally accepted actuarial practices and principles to such extent govern as an effective annual to the rate of interest over which Agent or the term that Lenders may contract for, take, reserve, charge or receive under the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower the Borrowers or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender the Lenders under this Section 1.52.13(j), and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Borrowers shall be entitled, by notice in writing to such Lenderthe Administrative Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrowers. Any amount or rate of interest referred to in this Section 1.5(f2.13(j) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Effective Date to the Termination Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If Notwithstanding anything in this Note to the ---------------------- contrary, Buyer shall never be required to pay unearned interest on any provision of this Agreement or of any of amount outstanding hereunder, and shall never be required to pay interest on the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other principal amount payable to any Lender in an amount or calculated outstanding hereunder, at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by non-usurious interest rate that section of may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the Criminal Code (Canada"Highest Lawful Rate"), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or If the effective rate of interest referred that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an constitute interest that would increase the effective annual rate of interest over the term that the applicable Loan remains 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 payable by Buyer under this Note to a specific rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period of timeduring which any amount has been outstanding hereunder aid interest at any time contracted for, be pro-rated over that period of charged or received by ALS in connection herewith. If at any time and otherwise be pro-rated over from time to time (i) the period from the Closing Date amount of interest payable to the Termination Date and, in Holder on any date shall be computed at the event of a dispute, a certificate of a Fellow Highest Lawful Rate pursuant to the provisions of the Canadian Institute foregoing sentence, and (ii) in respect of Actuaries appointed by Agent shall any subsequent interest computation period the amount of interest otherwise payable to the Holder would be conclusive for less than the purposes amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such determinationsubsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. If It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to each Bank under this Agreement and the other Loan Documents shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Bank limiting rates of interest which may be charged or collected by such Bank. Accordingly, if the transactions contemplated hereby would be usurious under any provision Applicable Law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to any Bank, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the following provisions of this Agreement Section shall govern and control; (b) with respect to the Borrower, the aggregate of all consideration that constitutes interest under Applicable Law that is contracted for, charged or of received under this Agreement, or under any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest otherwise in connection herewith or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt therewith, by such Lender of interest at a criminal rate (as such terms are construed Bank shall under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to no circumstances exceed the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt interest allowed by such Lender of Applicable Law (such maximum lawful interest at a criminal rate, if any, with respect to such adjustment Bank herein called the "Highest Lawful Rate"), and any excess shall be credited to the Borrower by such Bank (or, if such consideration shall have been finally paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be effectedpaid, to such Bank for the use, forbearance and detention of the indebtedness of the Borrower to such Bank hereunder shall, to the extent necessarypermitted by such Applicable Law, as follows: (1) firstlybe amortized, by reducing prorated, allocated and spread throughout the amount or full term of such indebtedness until payment in full of such indebtedness so that the actual rate of interest required is uniform throughout the full term thereof; (d) if, with respect to such Bank, at any time the interest provided pursuant to Section 3.3, together with any other fees payable to such Bank pursuant to this Agreement or any other Loan Document and deemed interest under such Applicable Law, exceeds that amount which would have accrued to such Bank at the Highest Lawful Rate, the amount of interest and any such fees to accrue pursuant to this Agreement or any other Loan Document shall be limited, for such Bank, notwithstanding anything to the contrary in this Agreement or any other Loan Document, to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions in the amount of such interest and/or fees, as applicable, which would otherwise occur shall not reduce the interest to accrue to such Bank pursuant to this Agreement and the other Loan Documents below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and the other Loan Documents and such fees deemed to be paid interest equals the amount of interest which would have accrued to such Lender Bank if a varying rate per annum equal to the interest provided pursuant to Section 3.3 had at all times been in effect plus the amount of fees which would have been received but for the effect of this Section; and (e) if the total amount of interest paid or accrued for payment by the Borrower together with any other fees payable by the Borrower pursuant to this Agreement and the other Loan Documents and deemed interest under this Section 1.5Applicable Law, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid with respect to such Lender Bank pursuant to this Agreement and the other Loan Documents under the foregoing provisions of this Section, is less than the total amount of interest which would constitute "interest" for purposes of Section 347 of have accrued with respect to the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, Borrower if a Lender shall have received an amount varying rate per annum equal to the interest provided pursuant to Section 3.3 had at all times been in excess of effect and all fees provided for in this Agreement and the maximum permitted by that section of other Loan Documents had been paid, then the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing Borrower agrees to pay to such LenderBank, to obtain reimbursement from such Lender in upon demand, an amount equal to such excess and, pending such reimbursement, such the difference between (i) the lesser of (A) the amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred and fees which would have accrued with respect to the Borrower if the Highest Lawful Rate had at all times been in effect, and (B) the amount of interest and fees which would have accrued with respect to the Borrower if a varying rate per annum equal to the interest provided pursuant to Section 3.3 had at all times been in effect and all fees provided for in this Section 1.5(fAgreement and the other Loan Documents had been paid and (ii) shall be determined the amount of interest and fees paid by the Borrower in accordance with generally accepted actuarial practices the other provisions of this Agreement and principles as an effective annual rate of interest over the term that the applicable other Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the parties hereto to conform strictly to applicable usury Legal Requirements. Accordingly, all agreements between Borrower, on one hand, and Agent and the Banks, on the other hand, with respect to the Loan Documents would obligate any Borrower are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or any other Credit Party otherwise, shall the amount paid or agreed to make any payment be paid to Agent or the Banks or charged by Agent or the Banks for the use, forbearance or detention of interest the money to be lent hereunder or other otherwise, exceed the maximum amount payable to any Lender in an amount or calculated at a rate which allowed by Legal Requirements. If the Loan would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate usurious under applicable Legal Requirements (as such terms are construed under including the Criminal Code (Canada) or any equivalent legislation Legal Requirements of the United States State of America) Nevada, the State of New York and the U.S.), then, notwithstanding such provisionsanything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under applicable Legal Requirements that is contracted for, such amount taken, reserved, charged or rate received under the Loan Documents shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable Legal Requirements , and any excess shall be credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Agent, or rate in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable Legal Requirements. In such case, excess interest, as if any, provided for in the case may be, as would not be so prohibited by law Loan Documents or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effectedotherwise, to the extent necessarypermitted by applicable Legal Requirements, as follows: (1) firstlyshall be amortized, by reducing prorated, allocated and spread from the amount or date of advance until payment in full so that the actual rate of interest required is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable Legal Requirements, then such excess interest shall be canceled automatically as of the date of such acceleration or prepayment and, if previously paid, shall be credited on the Note (or, if the Note has been paid in full, refunded to be paid to such Lender under Borrower). The terms and provisions of this Section 1.5, 11.3 shall control and (2) thereafter, by reducing any fees, commissions, premiums and supersede every other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 provision of the Criminal Code (Canada)Loan Documents. Notwithstanding The Loan Documents are contracts made under and shall be construed in accordance with and governed by the foregoingLegal Requirements of the State of New York, and after without giving effect to all adjustments contemplated therebyNew York’s principles of conflicts of laws, except that if at any time U.S. federal Legal Requirements permit Agent or the Banks to contract for, take, reserve, charge or receive a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or higher rate of interest referred than is allowed by the Legal Requirements of the State of New York (whether such U.S. federal Legal Requirements directly so provide or refer to in this Section 1.5(f) the Legal Requirements of any state), then such U.S. federal Legal Requirements shall be determined in accordance with generally accepted actuarial practices and principles to such extent govern as an effective annual to the rate of interest over which Agent or the term that Banks may contract for, take, reserve, charge or receive under the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. It is expressly stipulated and agreed to be the intent of Borrowers and Lenders at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in connection with the Notes, the Credit Facilities and the Letters of Credit. If the applicable law is ever judicially interpreted so as to render usurious any provision of this Agreement amount called for under the Notes or of under any of the other Loan Documents would obligate Documents, or contracted for, charged, taken, reserved or received with respect to any Borrower of the Notes or the Letters of Credit, or if acceleration of the maturity of the Notes, any prepayment by any Borrower, or any other Credit Party to make any payment of interest or other amount payable to circumstance whatsoever, results in any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of having been paid any interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum that permitted by applicable law, then it is the express intent of Borrowers and Lenders that section all excess amounts theretofore collected by Lenders be credited on the principal balance of the Criminal Code Notes (Canadaor, if the Notes have been or would thereby be paid in full, refunded to Borrowers), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall and the provisions of the Notes and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance comply with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of the Notes does not include the right to accelerate any interest which has not otherwise accrued 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes date of such determination.acceleration, and Lenders do not intend to collect any

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.52.9, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes such Borrower shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakessuch Borrower. Any amount or rate of interest referred to in this Section 1.5(f2.9(d) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Revolving Credit Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST (INCLUDING TO THE EXTENT APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGE) PAYABLE, CONTRACTED FOR, CHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THE NOTE OR ANY OTHER LOAN DOCUMENT, FROM TIME TO TIME OR FOR WHATEVER REASON, EXCEED THE MAXIMUM RATE OR AMOUNT, IF ANY, SPECIFIED BY APPLICABLE LAW ("MAXIMUM INTEREST RATE"). In the event any provision interest is charged or received in excess of the Maximum Interest Rate ("Excess"), Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by Secured Party shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to Borrower, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. Borrower recognizes that such an unintentional result could inadvertently occur. All monies paid to Secured Party hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. 15.11.1 By the execution of this Security Agreement, Borrower agrees that (i) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (ii) Borrower shall not seek or pursue any other remedy, legal or equitable, against Secured Party, based in whole or in part upon contracting for, charging or receiving any interest or such amounts which are deemed to constitute interest in excess of the Maximum Interest Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Secured Party, all interest at any time contracted for, charged or received from Borrower in connection with this Security Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effectedshall, to the extent necessarypermitted by applicable law, as follows: (1) firstlybe amortized, by reducing prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount or rate of interest required to be paid to such Lender permitted under applicable laws. 15.11.2 The provisions of this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount 15.11 shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount incorporated into each of the other Loan Documents (whether or rate not any provision of interest this Section is referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices therein). Each of the Loan Documents and principles as an effective annual rate of communications relating to any interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) owed by Borrower and all figures set forth therein shall, if they relate to a specific period for the sole purpose of timecomputing the extent of the Obligations, be pro-rated over that period of time automatically recomputed by Borrower, and otherwise be pro-rated over by any court considering the period from the Closing Date same, to give effect to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed adjustments or credits required by Agent shall be conclusive for the purposes of such determinationthis Section.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law Applicable Law or would result in a receipt by such Lender the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender the Lenders under this Section 1.52.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Loan Parties shall be entitled, by notice in writing to such Lenderthe Administrative Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrowers. Any amount or rate of interest referred to in this Section 1.5(f) 2.13 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Effective Date to the Termination Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. [If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.52.6, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes such Borrower shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakessuch Borrower. Any amount or rate of interest referred to in this Section 1.5(f2.6(d) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Term Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Funding Date to the Termination Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.]

Limitation on Interest. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN ---------------------- NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST (INCLUDING TO THE EXTENT APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGES) PAYABLE, CONTRACTED FOR, CHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THIS NOTE, FROM TIME TO TIME OR FOR WHATEVER REASON, EXCEED THE MAXIMUM RATE OR AMOUNT, IF ANY, SPECIFIED BY APPLICABLE LAW. If from any circumstance whatsoever fulfillment of any provision of this Agreement hereof or of any of the such other Loan Documents or other documents or obligations at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, then, ipso facto, the ---- ----- obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstance CSFC shall ever receive an amount deemed interest by applicable law which shall exceed the highest lawful rate, such amount which would obligate any Borrower be excessive interest shall be applied to the reduction of the Principal Amount owing hereunder or on account of any other Credit Party principal indebtedness of the Borrower to make any CSFC, and not to payment of interest or if such excessive interest exceeds the unpaid balance of the Principal Amount and such other amount payable to any Lender in an amount indebtedness, or calculated at a rate which would be if CSFC is prohibited by applicable law or would result in a receipt by from applying such Lender of excessive interest at a criminal rate (as such terms are construed under to the Criminal Code (Canada) or any equivalent legislation reduction of the United States Principal Amount or on account of America) thenany other indebtedness, notwithstanding such provisions, such amount or rate the excess shall be deemed refunded to have been adjusted with retroactive effect to the maximum amount Borrower. All sums paid or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment agreed to be effectedpaid by the Borrower for the use, forbearance or detention of the indebtedness of the Borrower to CSFC shall, to the extent necessarypermitted by applicable law, as follows: (1) firstlybe amortized prorated, by reducing allocated and spread throughout the amount or full term of such indebtedness until payment in full so that the actual rate of interest required to be paid to on account of such Lender under indebtedness is uniform though the term hereof. The terms and provisions of this Section 1.5, shall control and (2) thereafter, by reducing any fees, commissions, premiums supersede every other provision of all agreements between the Borrower and other amounts required CSFC and all obligations of Borrower to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationCSFC.

Limitation on Interest. If Notwithstanding anything in this Note to the contrary, Vict▇▇ ▇▇▇ll never be required to pay unearned interest on any provision of this Agreement or of any of amount outstanding hereunder, and shall never be required to pay interest on the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other principal amount payable to any Lender in an amount or calculated outstanding hereunder, at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by nonusurious interest rate that section of may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes"Highest Lawful Rate") . Any amount or If the effective rate of interest referred which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an constitute interest which would increase the effective annual rate of interest over the term that the applicable Loan remains 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 payable by Vict▇▇ ▇▇▇er this Note to a specific rate in excess of the Highest Lawful Rate, then (a) the amount of interest which would otherwise be payable by Vict▇▇ ▇▇▇er this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Vict▇▇ ▇▇ any interest paid by Vict▇▇ ▇▇ excess of the Highest Lawful Rate shall be refunded to Vict▇▇. ▇▇thout limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period of timeduring which any amount has been outstanding hereunder all interest at any time contracted for, be pro-rated over that period of charged or received by Vict▇▇ ▇▇ connection herewith. If at any time and otherwise be pro-rated over from time to time (i) the period from the Closing Date amount of interest payable to the Termination Date and, in Holder on any date shall be computed at the event of a dispute, a certificate of a Fellow Highest Lawful Rate pursuant to the provisions of the Canadian Institute foregoing sentence, and (ii) in respect of Actuaries appointed by Agent shall any subsequent interest computation period the amount of interest otherwise payable to the Holder would be conclusive for less than the purposes amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such determinationsubsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. If Notwithstanding anything in this Note to ---------------------- the contrary, Buyer shall never be required to pay unearned interest on any provision of this Agreement or of any of amount outstanding hereunder, and shall never be required to pay interest on the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other principal amount payable to any Lender in an amount or calculated outstanding hereunder, at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by nonusurious interest rate that section of may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the Criminal Code (Canada"Highest Lawful Rate"), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or If the effective rate of interest referred that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an constitute interest that would increase the effective annual rate of interest over the term that the applicable Loan remains 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 payable by Buyer under this Note to a specific rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period of timeduring which any amount has been outstanding hereunder all interest at any time contracted for, be pro-rated over that period of charged or received by the Holder in connection herewith. If at any time and otherwise be pro-rated over from time to time (i) the period from the Closing Date amount of interest payable to the Termination Date and, in Holder on any date shall be computed at the event of a dispute, a certificate of a Fellow Highest Lawful Rate pursuant to the provisions of the Canadian Institute foregoing sentence, and (ii) in respect of Actuaries appointed by Agent shall any subsequent interest computation period the amount of interest otherwise payable to the Holder would be conclusive for less than the purposes amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such determinationsubsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender the Agent or the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Agent or the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Agent or the Lenders, if applicable, of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5the Agent or the Lenders, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Agent or the Lenders which would constitute "''interest" '' for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Agent or the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Credit Parties shall be entitled, by notice in writing to such Lenderthe Agent, to obtain reimbursement from such Lender the Agent or the Lenders, as applicable, in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrowers. Any For the purpose of determining compliance with the Criminal Code (Canada), any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan credit remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Effective Date to the Termination Date applicable maturity date, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination. For the purposes of disclosure under the Interest Act (Canada), if and to the extent applicable, whenever interest is to be paid hereunder and such interest is to be calculated on the basis of a period of less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in such period.

Limitation on Interest. If any provision of this Agreement Indenture or of any of the other Loan Documents Notes or any Guarantee would obligate any Borrower the Company or any other Credit Party Guarantor to make any payment of interest or other amount payable to any Lender Holder in an amount or calculated at a rate which would be prohibited by law law, to the extent that the Company or such Guarantor may not lawfully waive the benefit of such law, or would result in a receipt by such Lender Holder of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender Holder of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender Holder under this Section 1.5the Notes, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender Holder which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) 2.17 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan Note remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Issue Date to the Termination Date date of termination or cancellation of the applicable Notes and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent the Company shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision The Company and Holder intend to conform strictly to the usury laws in force that apply to this transaction. Accordingly, all agreements between the Company and Holder, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of this Agreement or of any acceleration of the indebtedness evidenced by the Note or otherwise, shall the interest (and all other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms sums that are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted be interest) contracted for, charged or received by Holder with retroactive effect respect to such indebtedness exceed the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required permitted to be paid to such Lender charged under this Section 1.5applicable law (the "Maximum Rate"). The Company and the Holder stipulate and represent that, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 as of the Criminal Code date hereof (Canadathe same being the date of the granting of this Warrant to the Holder), the value of this Warrant, as compensation for the use of money, is both contingent (in the sense that the future realization of any value from the exercise of this Warrant is dependent upon the occurrence of events beyond the control of the parties) and speculative (in the sense that the amount, if any, which will be realized upon the exercise of this Warrant is uncertain). Notwithstanding The Company and the foregoingHolder stipulate and agree that the terms and provisions contained in this Warrant are not intended to and shall never be construed to create a contract to pay for the use, and after giving effect to all adjustments contemplated therebyforbearance or detention of money or, if a Lender shall have received so construed, to pay for the use, forbearance or detention of money in an amount in excess of the maximum Maximum Rate permitted by that section to be charged. Neither the Company nor any other party now or hereafter becoming liable for payment of the Criminal Code Note shall ever be required to pay interest on or with respect to the Note in an amount in excess of the Maximum Rate that lawfully may be charged, and the provisions of this Section shall control over all other provisions of this Agreement and the Note. If the difference between (Canada)i) the Fair Market Value (determined as of the date hereof or such other date as required by applicable law) of the Shares, Lower Lakes shall be entitled, by notice in writing and (ii) the Exercise Price with respect to such LenderShares, could ever be or is deemed to obtain reimbursement from such Lender constitute interest in an amount that, when taken together with the interest otherwise contracted for, charged or received with respect to the Note, would exceed the Maximum Rate, the Exercise Price with respect to the Shares shall automatically be increased by an amount equal to such excess, or if this Warrant has been exercised, the Holder shall, at the option of Holder, either refund to the Company the amount of such excess and, pending or credit the amount of such reimbursement, such amount excess against the principal balance of the Notes. All amounts not payable to Holder under this Warrant on account of the foregoing limitations shall be deemed retained by the Company, provided that, if at a later date prior to the termination of this Warrant, Holder determines that a greater amount could lawfully be paid to it, then the Company shall immediately upon request of Holder, pay to Holder such greater amount up to an amount equal to the aggregate of all amounts that were retained by the Company on account of such limitation on the amount of interest that the Holder could receive on or with respect to any notes under applicable law. All interest paid or agreed to be an amount payable paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of such Lender indebtedness (including the period of any renewal or extension thereof) so that the interest for such full period shall not exceed the maximum Rate. The term "applicable law" as used in this Agreement shall mean the laws of the State of Texas or laws of the United States applicable to Lower Lakes. Any amount or transactions in Texas, whichever laws allow the greater rate of interest referred to in this Section 1.5(f) shall interest, as such laws now exist may be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees changed or expenses that fall within the meaning of "interest" (as defined amended or come into effect in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationfuture.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.51.7, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes Borrower shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower LakesBorrower. Any amount or rate of interest referred to in this Section 1.5(f1.7(e) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Lenders of interest “interest” at a “criminal rate rate” (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender the Lenders under this Section 1.52.10, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Loan Parties shall be entitled, by notice in writing to such Lenderthe Administrative Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Canadian Borrower. Any amount or rate of interest referred to in this Section 1.5(f2.10(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Revolving Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the other Loan Documents would obligate any Borrower parties hereto to conform strictly to applicable usury laws and, anything herein or any other Credit Party Loan Document to make any payment the contrary notwithstanding, the obligations of Obligors to a Lender or an Agent under this Agreement and the Loan Documents shall be subject to the limitation that payments of interest or other amount payable shall not be required to any Lender in an amount or calculated at a rate which the extent that receipt thereof would be prohibited by contrary to provisions of law applicable to such Lender or would result in a receipt Agent limiting rates of interest which may be charged or collected by such Lender of interest at or Agent. Accordingly, if the transactions contemplated hereby would be usurious under laws applicable to a criminal rate Lender or Agent (as such terms are construed under including the Criminal Code (Canada) or any equivalent legislation federal and state laws of the United States of AmericaAmerica or of any other jurisdiction whose laws may be mandatorily applicable to such Lender or Agent notwithstanding anything to the contrary in this Agreement or any other Loan Document) then, in that event, notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is agreed as follows: (a) the provisions of this Section shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under this Agreement, or under any of the aforesaid agreements or otherwise in connection with this Agreement or any other Loan Document by such provisions, such amount Lender or rate Agent shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to each Lender and each Agent herein called the "Maximum Lawful Rate"), and any excess shall be canceled automatically and if theretofore paid shall be credited to the relevant Obligor by such Lender or rate Agent (or, if such consideration shall have been paid in full, such excess refunded to the relevant Obligor); (c) all sums paid, or agreed to be paid, to such Lender or Agent for the use, forbearance and detention of interestthe indebtedness of the relevant Obligor to such Lender or Agent hereunder or under any other Loan Document shall, to the extent permitted by laws applicable to such Lender or Agent, as the case may be, as would not be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so prohibited by law that the actual rate of interest is uniform throughout the full term thereof; (d) if at any time the interest provided pursuant to any provision of this Agreement or so result in a receipt by any other Loan Document, together with any other fees payable pursuant to this Agreement or any other Loan Document and deemed interest under laws applicable to such Lender or Agent, exceeds the amount which would have accrued at the Maximum Lawful Rate, the amount of interest and any such fees to accrue to such Lender or Agent pursuant to this Agreement or any other Loan Document shall be limited, notwithstanding anything to the contrary in this Agreement or any other Loan Document, to that amount which would have accrued at a criminal ratethe Maximum Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such adjustment Lender or Agent pursuant to this Agreement or any other Loan Document below the Maximum Lawful Rate until the total amount of interest accrued pursuant to this Agreement or such other Loan Document, as the case may be, and such fees deemed to be effectedinterest equals the amount of interest which would have accrued to such Lender or Agent if a varying rate of interest per annum equal to the interest provided pursuant to Section 2.3 or any other relevant Section hereof (other than this Section) and the Notes, as applicable, had at all times been in effect, plus the amount of fees which would have been received but for the effect of this Section; and (e) if the total amount of interest paid by or accrued with respect to the Obligations of Borrower, together with any other fees payable pursuant to this Agreement and the other Loan Documents and deemed interest under laws applicable to such Lender or Agent pursuant to this Agreement or any other Loan Document under the foregoing provisions of this Section is less than the total amount of interest which would have accrued if a varying rate per annum equal to the interest provided pursuant to Section 2.3 or any other relevant section hereof (other than this Section), as applicable, had at all times been in effect and all fees provided for in this Agreement and the other Loan Documents had been paid, then Borrower severally agrees to pay to such Lender or Agent an amount equal to the difference between, (i) the lesser of, (x) the amount of interest and fees which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (y) the amount of interest and fees which would have accrued if a varying rate per annum equal to the interest provided pursuant to Section 2.3 or such other relevant section of this Agreement (other than this Section) and the Notes, as applicable, had at all times been in effect and all fees had been paid, and (ii) the amount of interest and fees accrued in accordance with the other provisions of this Agreement and other Loan Documents. For purposes of Article 5069-1.04 of Vernon's Texas Civil Statues, as amended, to the extent, if any, applicable to any Lender or Agent, Borrower and each other Obligor agrees that the Maximum Lawful Rate shall be the "indicated (weekly) rate ceiling" as defined in said Article, provided that such Lender or Agent, as applicable, may also rely, to the extent necessarypermitted by applicable laws of the State of Texas and the United States of America, as follows: (1) firstly, by reducing the amount or rate on alternative maximum rates of interest required to be paid under other laws applicable to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required or Agent from time to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, time if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationgreater.

Limitation on Interest. If Notwithstanding anything in this Note to the contrary, TRI shall never be required to pay unearned interest on any provision of this Agreement or of any of amount outstanding hereunder, and shall never be required to pay interest on the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other principal amount payable to any Lender in an amount or calculated outstanding hereunder, at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by nonusurious interest rate that section of may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the Criminal Code (Canada"Highest Lawful Rate"), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or If the effective rate of interest referred which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an constitute interest which would increase the effective annual rate of interest over the term that the applicable Loan remains 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 payable by TRI under this Note to a specific rate in excess of the Highest Lawful Rate, then (a) the amount of interest which would otherwise be payable by TRI under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by TRI or any interest paid by TRI in excess of the Highest Lawful Rate shall be refunded to TRI. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period of timeduring which any amount has been outstanding hereunder all interest at any time contracted for, be pro-rated over that period of charged or received by Vict▇▇ ▇▇ connection herewith. If at any time and otherwise be pro-rated over from time to time (i) the period from the Closing Date amount of interest payable to the Termination Date and, in Holder on any date shall be computed at the event of a dispute, a certificate of a Fellow Highest Lawful Rate pursuant to the provisions of the Canadian Institute foregoing sentence, and (ii) in respect of Actuaries appointed by Agent shall any subsequent interest computation period the amount of interest otherwise payable to the Holder would be conclusive for less than the purposes amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such determinationsubsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. If Notwithstanding anything in this Note to the contrary, [NAME OF PURCHASER] shall never be required to pay unearned interest on any provision of this Agreement or of any of amount outstanding hereunder, and shall never be required to pay interest on the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other principal amount payable to any Lender in an amount or calculated outstanding hereunder, at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by nonusurious interest rate that section of may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the Criminal Code (Canada"Highest Lawful Rate"), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or If the effective rate of interest referred which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive 242 monies that are deemed to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an constitute interest which would increase the effective annual rate of interest over the term that the applicable Loan remains 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 payable by [NAME OF PURCHASER] under this Note to a specific rate in excess of the Highest Lawful Rate, then (a) the amount of interest which would otherwise be payable by [NAME OF PURCHASER] under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by [NAME OF PURCHASER] or any interest paid by [NAME OF PURCHASER] in excess of the Highest Lawful Rate shall be refunded to [NAME OF PURCHASER]. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period of timeduring which any amount has been outstanding hereunder all interest at any time contracted for, be pro-rated over that period of charged or received by [NAME OF PURCHASER] in connection herewith. If at any time and otherwise be pro-rated over from time to time (i) the period from the Closing Date amount of interest payable to the Termination Date and, in Holder on any date shall be computed at the event of a dispute, a certificate of a Fellow Highest Lawful Rate pursuant to the provisions of the Canadian Institute foregoing sentence, and (ii) in respect of Actuaries appointed by Agent shall any subsequent interest computation period the amount of interest otherwise payable to the Holder would be conclusive for less than the purposes amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such determinationsubsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada)) or any equivalent legislation of the United States of America. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada)) or any equivalent legislation of the United States of America, Lower Lakes Borrowers shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower LakesBorrowers. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "“interest" ” (as defined in the Criminal Code (Canada)) or any equivalent legislation of the United States) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a disputedispute relating to “interest” (as defined in the Criminal Code (Canada) paid or payable by the Cdn. Borrower, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If Notwithstanding any other provision of this Agreement herein, the aggregate interest rate charged or of agreed to be paid with respect to any of the other Loan Documents would obligate any Borrower Obligations, including all charges or any other Credit Party to make any payment fees in connection therewith deemed in the nature of interest or other under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount payable to any Lender in an of the Loans hereunder shall bear interest at the Highest Lawful Rate until the total amount or calculated at a rate of interest due hereunder equals the amount of interest which would be prohibited by law or would result in a receipt by such Lender have been due hereunder if the stated rates of interest set forth in this Agreement had at a criminal rate all times been in effect. In addition, if when the Loans are repaid in full the total interest due hereunder (as such terms are construed under taking into account the Criminal Code (Canadaincrease provided for above) or any equivalent legislation is less than the total amount of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to interest which would have been adjusted with retroactive effect to due hereunder if the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender stated rates of interest set forth in this Agreement had at a criminal rateall times been in effect, such adjustment to be effected, then to the extent necessarypermitted by law, as follows: (1) firstly, by reducing the Borrowers shall jointly and severally pay to Administrative Agent an amount equal to the difference between the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the amount of interest which would constitute "interest" for purposes of Section 347 of have been paid if the Criminal Code (Canada)Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and after giving effect the Borrowers to all adjustments contemplated therebyconform strictly to any applicable usury laws. Accordingly, if a any Lender shall have received an amount contracts for, charges, or receives any consideration which constitutes interest in excess of the maximum Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans or be refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by applicable law, characterize any payment that section is not principal as an expense, fee, or premium rather than interest, exclude voluntary prepayments and the effects thereof, and amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout the contemplated term of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationObligations hereunder.

Limitation on Interest. If any No provision of this Agreement Agreement, the Loan Documents, or any instrument evidencing or securing the same, or otherwise relating to the indebtedness evidenced thereby, shall require the payment or permit the collection, application or receipt of any interest in excess of the maximum rate permitted by applicable state or federal law. If any excessive interest in such respect is herein, or in any such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, and that neither Core FL, Horizons 5 and/or Core SC nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. It is expressly stipulated and agreed to be the intent of Core FL, Horizons 5 and/or Core SC and the PSLA at all times to comply with the usury and other laws relating to the Loan Documents would obligate Documents, and any Borrower subsequent revisions, repeals or judicial interpretations thereof, to the extent applicable to the Loan Documents. In the event the PSLA ever receives, collects or applies as interest any other Credit Party to make any payment of interest or other such excess, such amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law excessive interest shall be applied to the reduction of the unpaid principal balance of the Loans, and, if upon such application the principal balance of the Loans is paid in full, any remaining excess shall be paid forthwith to Core FL, Horizons 5 and/or Core SC and the provisions of the Loans and the Loan Documents and any demand or would result in a receipt by such Lender other charging document shall immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of execution of any new document, so as to comply with the then applicable law, but so as otherwise to permit the recovery of the fullest amount called for thereunder. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest at a criminal rate (as such terms are construed allowed to be charged by applicable law, the Core FL, Horizons 5 and/or Core SC and the PSLA shall, to the maximum extent permitted under applicable law, amortize, prorate, allocate and spread the Criminal Code (Canada) or any equivalent legislation total amount of interest throughout the entire term of the United States of America) then, notwithstanding such provisions, such Loans so that the amount or rate shall be deemed of interest charged for any and all periods of time during the term of the Loans is to have been adjusted with retroactive effect to the greatest extent possible less than the maximum amount or rate of interestinterest allowed to be charged by law during the relevant period of time. Notwithstanding any of the foregoing, if at any time applicable laws shall be changed so as the case may beto permit a higher rate or amount of interest to be charged than that permitted prior to such change, as would not be so then unless prohibited by law law, references in the Loan Documents to “applicable law” for purposes of determining the maximum interest or so result in a receipt by such Lender rate of interest at a criminal rate, that can be charged shall be deemed to refer to such adjustment applicable law as so amended to be effected, to allow the extent necessary, as follows: (1) firstly, by reducing the greater amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. It is expressly stipulated and agreed to be the intent of the Obligors and the holders of Notes at all times to comply strictly with the applicable state law governing the maximum rate or amount of interest payable on the Debt evidenced by the Notes (or the applicable federal law to the extent that it permits the holders of Notes to contract for, charge, take, reserve or receive a greater amount of interest than under the applicable state law). If the applicable law is ever judicially interpreted so as to render usurious any provision amount (a) contracted for, charged, taken, reserved or received pursuant to this Agreement or the Notes or any other communication or writing by or between any Obligor and any holder of Notes related to the transaction or transactions that are the subject matter of this Agreement, (b) contracted for, charged, taken, reserved or received by reason of any holder of Notes exercise of the option to accelerate the maturity of its Notes, or (c) the Obligors will have paid, or any holder of Notes will have received, by reason of any voluntary prepayment of the Notes, then it is the Obligors’ and the holders of Notes express intent that all amounts charged in excess of the Maximum Lawful Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by any holder of Notes shall be credited on the principal balance of its Notes (or, if its Notes have been or would thereby be paid in full, refunded to the Obligors), and the provisions of this Agreement or and the Notes shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other fullest amount payable to any Lender otherwise called for hereunder and thereunder; provided, however, if such holder’s Notes have been paid in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under full before the Criminal Code (Canada) or any equivalent legislation end of the United States of America) thenstated term thereof, notwithstanding then the Obligors and such provisionsholder agree that the Obligors shall, with reasonable promptness after such amount holder discovers or rate shall be deemed to have been adjusted with retroactive effect to is advised by the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result Obligors that interest was received in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum Maximum Lawful Rate, either refund such excess interest to the Obligors and/or credit such excess interest against its Notes then owing by the Obligors to such holder The Obligors hereby agree that as a condition precedent to any claim seeking usury penalties against any holder of Notes, the Obligors will provide written notice to such holder, advising such holder in reasonable detail of the nature and amount of the violation, and such holder shall have 60 days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to the Obligors or crediting such excess interest against its Notes then owing by the Obligors to such holder. All sums contracted for, charged, taken, reserved or received by any holder of Notes for the use, forbearance or detention of any Debt evidenced by its Notes shall, to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of its Notes (including any and all renewal and extension periods) until payment in full so that section the rate or amount of interest on account of its Notes does not exceed the Maximum Lawful Rate from time to time in effect and applicable to its Notes for so long as such Debt is outstanding. In no event shall the provisions of any applicable state law which regulates consumer revolving credit loan accounts and revolving triparty accounts (e.g., Chapter 346 of the Criminal Code (Canada)Texas Finance Code) apply to this Agreement or the Notes. Notwithstanding anything to the contrary contained herein or in the Notes, Lower Lakes shall be entitled, by notice in writing it is not the intention of the holders of the Notes to accelerate the maturity of any interest that has not accrued at the time of such Lender, acceleration or to obtain reimbursement from collect unearned interest at the time of such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakesacceleration. Any amount or rate of interest referred to As used in this Section 1.5(f) 22, the following terms shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over have the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.following meanings:

Limitation on Interest. If It is the intention of the parties hereto to comply strictly with applicable usury laws, if any; accordingly, notwithstanding any provision of to the contrary contained herein or in any fee letter or other Loan Paper or any other document otherwise relating hereto, in no event shall this Agreement or any Note or such documents require or permit the payment, taking, reserving, receiving, collection or charging of any of sums constituting interest under applicable laws which exceed the maximum amount permitted by such laws. If any such excess interest is called for, contracted for, charged, taken, reserved, or received in connection with any Loan or in any fee letter or other Loan Documents would obligate Paper, or in any communication by the Administrative Agent, any Bank or any other Person to the Borrower or any other Credit Party to make Person, or in the event all or part of the principal or interest of any payment Loan shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, reserved, or other received on the amount payable of principal actually outstanding from time to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed time under the Criminal Code (Canada) this Agreement or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate Note shall be deemed to have been adjusted with retroactive effect to exceed the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal ratepermitted by applicable usury laws, then in any such adjustment event it is agreed as follows: (i) the provisions of this paragraph shall govern and control, (ii) neither the Borrower nor any other Person now or hereafter liable for the payment of any Loan shall be obligated to be effected, pay the amount of such interest to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of such interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount is in excess of the maximum amount of interest permitted by that section applicable usury laws, (iii) any such excess which is or has been received notwithstanding this paragraph shall be credited against the then unpaid principal balance of the Criminal Code Loans or, if the Loans have been or would be paid in full by such credit, refunded to the Borrower, and (Canada)iv) the provisions of this Agreement, Lower Lakes the Notes and the other Loan Papers, and any communication to the Borrower, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the maximum lawful rate allowed under applicable laws as now or hereafter construed by courts having jurisdiction hereof or thereof. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, collected, taken, reserved, or received in connection herewith which are made for the purpose of determining whether such rate exceeds the maximum lawful rate shall be entitledmade to the extent permitted by applicable laws by amortizing, by notice in writing to such Lenderprorating, to obtain reimbursement from such Lender in an amount equal to such excess andallocating and spreading during the period of the full term of the Loans, pending such reimbursementincluding all prior and subsequent renewals and extensions, such amount all interest at any time contracted for, charged, taken, collected, reserved, or received. The terms of this paragraph shall be deemed to be an amount payable by such Lender incorporated in every Loan Paper and communication relating to Lower Lakesthis Agreement, the Loans and the Notes. Any amount or To the extent that the interest rate laws of the State of Texas are applicable to the Loans, the applicable interest referred to in this Section 1.5(frate ceiling is the weekly ceiling (formerly the indicated rate ceiling) shall be determined in accordance with generally accepted actuarial practices and principles Tex. Rev. Civ. Stat., Title 79, Article 5069-1D.003, also codified at Texas Finance Code, Section 303.301 (formerly Article 5069-1.04 (a)(1)), and, to the extent that this Agreement is deemed an open end account as an effective annual rate of interest over the such term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as is defined in Tex. Rev. Civ. Stat., Title 79, Article 5069-1B.002(14), also codified at Texas Finance Code Section 301.001(3) (formerly Article 5069-1.01(f)), the Criminal Code Banks retain the right to modify the interest rate in accordance with applicable law. The parties agree that Texas Finance Code, Chapter 346 (Canadaformerly Tex. Rev. Civ. Stat., Title 79, Chapter 15)) shall, if they relate which regulates certain revolving loan accounts and revolving triparty accounts, shall not apply to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over any revolving loan accounts created under this Agreement or the period from the Closing Date to the Termination Date and, Notes or maintained in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationconnection therewith.

Limitation on Interest. It is the intention of the parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements between Borrower and Lender with respect to the Loan are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or otherwise, shall the amount paid or agreed to be paid to Lender or charged by Lender for the use, forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If the Loan would be usurious under applicable law, then, notwithstanding anything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under the Loan Documents shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Lender, or in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable law. In such case, excess interest, if any, provided for in the Loan Documents or otherwise, to the extent permitted by applicable law, shall be amortized, prorated, allocated and spread from the date of advance until payment in full so that the actual rate of interest is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable law, then such excess interest shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the Note (or, if the Note has been paid in full, refunded to Borrower). The terms and provisions of this Section 13.3 shall control and supersede every other provision of this Agreement or of the Loan Documents. If at any of time the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation laws of the United States of America) thenAmerica permit Lender to contract for, notwithstanding such provisionstake, such amount reserve, charge 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 so result in receive a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or higher rate of interest required than is allowed by applicable state law (whether such federal laws directly so provide or refer to be paid the law of any state), then such federal laws shall to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required extent govern as to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over which Lender may contract for, take, reserve, charge or receive under the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. It is the intention of the parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements between Borrowers, Agent and Lender with respect to the Loans are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or otherwise, shall the amount paid or agreed to be paid to Lender or charged by Lender for the use, forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If either Loan would be usurious under applicable law, then, notwithstanding anything to the contrary in the Loan Documents: (a) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under the Loan Documents shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on the applicable Note pro rata by the holder thereof (or, if such Note has been paid in full, refunded to applicable Borrowers); and (b) if maturity is accelerated by reason of an election by Agent or Lender, or in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable law. In such case, excess interest, if any, provided for in the Loan Documents or otherwise, to the extent permitted by applicable law, shall be amortized, prorated, allocated and spread from the date of advance until payment in full so that the actual rate of interest is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable law, then such excess interest shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the Notes pro rata (or, if the Notes have been paid in full, refunded to Borrowers). The terms and provisions of this Section 11.3 shall control and supersede every other provision of this Agreement or of any the Loan Documents. The Loan Documents are contracts made under and shall be construed in accordance with and governed by the laws of the other Loan Documents would obligate State of New York, except that (1) if at any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under time the Criminal Code (Canada) or any equivalent legislation laws of the United States of America) thenAmerica permit Lender to contract for, notwithstanding such provisionstake, such amount reserve, charge 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 so result in receive a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or higher rate of interest required than is allowed by the laws of the State of New York (whether such federal laws directly so provide or refer to be paid the law of any state), then such federal laws shall to such extent govern as to the rate of interest which Lender may contract for, take, reserve, charge or receive under this Section 1.5, the Loan Documents and (2) thereafter, by reducing to the extent otherwise specified in any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5the Lenders, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Credit Parties shall be entitled, by notice in writing to such Lenderthe Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrower. Any amount or rate of interest referred to in this Section 1.5(f) 1.3 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan Credit remains 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 pro-pro- rated over that period of time and otherwise be pro-rated over the period from the Closing Effective Date to the Termination Date applicable maturity date, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive absent manifest error for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Loan Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1i) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, 2.10 (Limitation on Interest) and (2ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section Section of the Criminal Code (Canada), Lower Lakes the applicable Borrower shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakessuch Borrower. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any chargesCREDIT AGREEMENT JOHNSONDIVERSEY, 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationINC.

Limitation on Interest. If Notwithstanding anything in this Note to the contrary, [NAME OF PURCHASER] shall never be required to pay unearned interest on any provision of this Agreement or of any of amount outstanding hereunder, and shall never be required to pay interest on the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other principal amount payable to any Lender in an amount or calculated outstanding hereunder, at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by nonusurious interest rate that section of may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the Criminal Code (Canada"Highest Lawful Rate"), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or If the effective rate of interest referred which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an constitute interest which would increase the effective annual rate of interest over the term that the applicable Loan remains 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 payable by [NAME OF PURCHASER] under this Note to a specific rate in excess of the Highest Lawful Rate, then (a) the amount of interest which would otherwise be payable by [NAME OF PURCHASER] under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by [NAME OF PURCHASER] or any interest 352 Exhibit A Form of Vict▇▇ Purchase Price Note paid by [NAME OF PURCHASER] in excess of the Highest Lawful Rate shall be refunded to [NAME OF PURCHASER]. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period of timeduring which any amount has been outstanding hereunder all interest at any time contracted for, be pro-rated over that period of charged or received by Vict▇▇ ▇▇ connection herewith. If at any time and otherwise be pro-rated over from time to time (i) the period from the Closing Date amount of interest payable to the Termination Date and, in Holder on any date shall be computed at the event of a dispute, a certificate of a Fellow Highest Lawful Rate pursuant to the provisions of the Canadian Institute foregoing sentence, and (ii) in respect of Actuaries appointed by Agent shall any subsequent interest computation period the amount of interest otherwise payable to the Holder would be conclusive for less than the purposes amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such determinationsubsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. If In respect of any judicial proceedings in Canada (including any bankruptcy, insolvency or enforcement proceeding), if any provision of this Agreement or of any of the other Loan Documents would obligate any a Canadian Borrower or any other Credit Party Borrower which owns assets in Canada or which carries on business in Canada to make any payment of interest or other amount payable to any Lender Finance Party in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender Finance Party of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender Finance Party of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: : (1a) firstly, by reducing the amount or rate of interest required to be paid to such Lender Finance Party under this Section 1.5, and Clause 15; and (2b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender Finance Party which would constitute "“interest" ” for purposes of Section section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender Finance Party shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the relevant Canadian Borrower shall be entitled, by notice in writing to such LenderFinance Party, to obtain reimbursement from such Lender Finance Party in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender Finance Party to Lower Lakesthe relevant Obligor. Any amount or rate of interest referred to in this Section 1.5(f) Clause 15.8 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date date this Agreement to the Termination Date and, in the event of a dispute, a certificate of a Fellow date that all obligations and liabilities of the relevant Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationBorrower under this Agreement have been fully and finally paid and satisfied.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Canadian Loan Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender the Lenders under this Section 1.52.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Canadian Loan Parties shall be entitled, by notice in writing to such Lenderthe Administrative Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrowers. Any amount or rate of interest referred to in this Section 1.5(f2.13(l) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains 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 pro-rated prorated over that period of time and otherwise be pro-rated prorated over the period from the Closing Effective Date to the Termination Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any It is the intention of the other Loan Documents would obligate any Borrower parties hereto to conform strictly to applicable usury laws and, anything herein or any other Credit Party Loan Document to make any payment the contrary notwithstanding, the obligations of Obligors to a Lender or an Agent under this Agreement and the Loan Documents shall be subject to the limitation that payments of interest or other amount payable shall not be required to any Lender in an amount or calculated at a rate which the extent that receipt thereof would be prohibited by contrary to provisions of law applicable to such Lender or would result in a receipt Agent limiting rates of interest which may be charged or collected by such Lender of interest at or Agent. Accordingly, if the transactions contemplated hereby would be usurious under laws applicable to a criminal rate Lender or Agent (as such terms are construed under including the Criminal Code (Canada) or any equivalent legislation federal and state laws of the United States of AmericaAmerica or of any other jurisdiction whose laws may be mandatorily applicable to such Lender or Agent notwithstanding anything to the contrary in this Agreement or any other Loan Document) then, in that event, notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is agreed as follows: (a) the provisions of this Section shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under this Agreement, or under any of the aforesaid agreements or otherwise in connection with this Agreement or any other Loan Document by such provisions, such amount Lender or rate Agent shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to each Lender and each Agent herein called the "Maximum Lawful Rate"), and any excess shall be canceled automatically and if theretofore paid shall be credited to the relevant Obligor by such Lender or rate Agent (or, if such consideration shall have been paid in full, such excess refunded to the relevant Obligor); (c) all sums paid, or agreed to be paid, to such Lender or Agent for the use, forbearance and detention of interestthe indebtedness of the relevant Obligor to such Lender or Agent hereunder or under any other Loan Document shall, to the extent permitted by laws applicable to such Lender or Agent, as the case may be, as would not be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to that the extent necessary, as follows: (1) firstly, by reducing the amount or actual rate of interest required is uniform throughout the full term thereof; (d) if at any time the interest provided pursuant to be paid any provision of this Agreement or any other Loan Document, together with any other fees payable pursuant to this Agreement or any other Loan Document and deemed interest under laws applicable to such Lender under this Section 1.5or Agent, exceeds the amount which would have accrued at the Maximum Lawful Rate, the amount of interest and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required such fees to be paid accrue to such Lender or Agent pursuant to this Agreement or any other Loan Document shall be limited, notwithstanding anything to the contrary in this Agreement or any other Loan Document, to that amount which would constitute "interest" for purposes have accrued at the Maximum Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender or Agent pursuant to this Agreement or any other Loan Document below the Maximum Lawful Rate until the total amount of Section 347 of interest accrued pursuant to this Agreement or such other Loan Document, as the Criminal Code (Canada). Notwithstanding the foregoingcase may be, and after giving effect such fees deemed to all adjustments contemplated thereby, be interest equals the amount of interest which would have accrued to such Lender or Agent if a varying rate of interest per annum equal to the interest provided pursuant to Section 2.3 or any other relevant Section hereof (other than this Section) and the Notes, as applicable, had at all times been in effect, plus the amount of fees which would have been received but for the effect of this Section; and (e) if the total amount of interest paid by or accrued with respect to the Obligations of Borrower, together with any other fees payable pursuant to this Agreement and the other Loan Documents and deemed interest under laws applicable to such Lender shall or Agent pursuant to this Agreement or any other Loan Document under the foregoing provisions of this Section is less than the total amount of interest which would have received an amount in excess of accrued if a varying rate per annum equal to the maximum permitted by that interest provided pursuant to Section 2.3 or any other relevant section of the Criminal Code hereof (Canadaother than this Section), Lower Lakes shall be entitledas applicable, by notice had at all times been in writing effect and all fees provided for in this Agreement and the other Loan Documents had been paid, then Borrower severally agrees to pay to such Lender, to obtain reimbursement from such Lender in or Agent an amount equal to such excess andthe difference between, pending such reimbursement(i) the lesser of, such (x) the amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or rate of interest referred and fees which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (y) the amount of interest and fees which would have accrued if a varying rate per annum equal to the interest provided pursuant to Section 2.3 or such other relevant section of this Agreement (other than this Section) and the Notes, as applicable, had at all times been in this Section 1.5(feffect and all fees had been paid, and (ii) shall be determined the amount of interest and fees accrued in accordance with generally accepted actuarial practices the other provisions of this Agreement and principles as an effective annual rate of interest over the term that the applicable other Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada)) or any equivalent legislation of the United States of America. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada)) or any equivalent legislation of the United States of America, Lower Lakes Borrowers shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower LakesBorrowers. Any amount or rate of interest referred to in this Section 1.5(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) or any equivalent legislation of the United States) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a disputedispute relating to “interest” (as defined in the Criminal Code (Canada) paid or payable by the Cdn. Borrower, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" interest for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes Borrower shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursementreimbursements, such amount shall be deemed to be an amount payable by such Lender to Lower LakesBorrower. Any amount or rate of interest referred to in this Section 1.5(f1.5(e) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Revolving Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent Lender shall be conclusive for the purposes of such determination.

Limitation on Interest. If any provision The Company and Holder intend to conform strictly to the usury laws in force that apply to this transaction. Accordingly, all agreements between the Company and Holder, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of this Agreement or of any acceleration of the indebtedness evidenced by the Note or otherwise, shall the interest (and all other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms sums that are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted be interest) contracted for, charged or received by Holder with retroactive effect respect to such indebtedness exceed the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required permitted to be paid to such Lender charged under this Section 1.5, applicable law (the "Maximum Rate"). The Company and (2) thereafter, by reducing any fees, commissions, premiums the Holder stipulate and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 represent that as of the Criminal Code date hereof (Canadathe same being the date of the granting of this Warrant to the Holder), the value of this Warrant, as compensation for the use of money, is both contingent (in the sense that the future realization of any value from the exercise of this Warrant is dependent upon the occurrence of events beyond the control of the parties) and speculative (in the sense that the amount, if any, which will be realized upon the exercise of this Warrant is uncertain). Notwithstanding The Company and the foregoingHolder stipulate and agree that the terms and provisions contained in this Warrant are not intended to and shall never be construed to create a contract to pay for the use, and after giving effect to all adjustments contemplated therebyforbearance or detention of money or, if a Lender shall have received so construed, to pay for the use, forbearance or detention of money in an amount in excess of the maximum Maximum Rate permitted by that section to be charged. Neither the Company nor any other party now or hereafter becoming liable for payment of the Criminal Code Note shall ever be required to pay interest on or with respect to the Note in an amount in excess of the Maximum Rate that lawfully may be charged, and the provisions of this Section shall control over all other provisions of this Agreement and the Note. If the difference between (Canada)i) the Fair Market Value (determined as of the date hereof or such other date as required by applicable law) of the Shares, Lower Lakes shall be entitled, by notice in writing and (ii) the Exercise Price with respect to such LenderShares, could ever be or is deemed to obtain reimbursement from such Lender constitute interest in an amount that, when taken together with the interest otherwise contracted for, charged or received with respect to the Note, would exceed the Maximum Rate, the Exercise Price with respect to the Shares shall automatically be increased by an amount equal to such excess, or if this Warrant has been exercised, the Holder shall, at the option of Holder, either refund to the Company the amount of such excess and, pending or credit the amount of such reimbursement, such amount excess against the principal balance of the Note. All amounts not payable to Holder under this Warrant on account of the foregoing limitations shall be deemed retained by the Company, provided that, if at a later date prior to the termination of this Warrant, Holder determines that a greater amount could lawfully be paid to it, then the Company shall immediately upon request of Holder, pay to Holder such greater amount up to an amount equal to the aggregate of all amounts that were retained by the Company on account of such limitation on the amount of interest that the Holder could receive on or with respect to any notes under applicable law. All interest paid or agreed to be an amount payable paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of such Lender indebtedness (including the period of any renewal or extension thereof) so that the interest for such full period shall not exceed the Maximum Rate. The term "applicable law" as used in this Agreement shall mean the laws of the State of Texas or the laws of the United States applicable to Lower Lakes. Any amount or transactions in Texas, whichever laws allow the greater rate of interest referred to in this Section 1.5(f) shall as such laws now exist or may be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees changed or expenses that fall within the meaning of "interest" (as defined amended or come into effect in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationfuture.

Limitation on Interest. If any provision of this Agreement or of any It is the ---------------------- intention of the other parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements between Borrower and Lender with respect to the Loan Documents would obligate any Borrower are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or any other Credit Party otherwise, shall the amount paid or agreed to make any payment be paid to Lender or charged by Lender for the use, forbearance or detention of interest the money to be lent hereunder or other otherwise, exceed the maximum amount payable to any Lender in an amount or calculated at a rate which allowed by law. If the Loan would be prohibited by usurious under applicable law or would result in a receipt by such Lender (including the laws of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation state where each Individual Property is located and the laws of the United States of America) ), then, notwithstanding such provisionsanything to the contrary in the Loan Documents: (a) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, such amount taken, reserved, charged or rate received under the Loan Documents shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on the Note by the holder thereof; and (b) if maturity is accelerated by reason of an election by Lender, or rate in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable law. In such case, excess interest, as if any, provided for in the case may be, as would not be so prohibited by law Loan Documents or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effectedotherwise, to the extent necessarypermitted by applicable law, as follows: (1) firstlyshall be amortized, by reducing prorated, allocated and spread from the amount or date of advance until payment in full so that the actual rate of interest required to is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable law, then such excess interest shall be paid to canceled automatically as of the date of such Lender under acceleration or prepayment and, if theretofore paid, shall be credited on the Note. The terms and provisions of this Section 1.5, 15.3 shall control and (2) thereafter, by reducing any fees, commissions, premiums and supersede every other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 provision of the Criminal Code (Canada)Loan Documents. Notwithstanding The Loan Documents are contracts made under and shall be construed in accordance with and governed by the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess laws of the maximum permitted by State of New York, except that section if at any time the laws of the Criminal Code (Canada), Lower Lakes shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such United States of America permit Lender to Lower Lakes. Any amount contract for, take, reserve, charge or receive a higher rate of interest referred than is allowed by the laws of the State of New York (whether such federal laws directly so provide or refer to in this Section 1.5(f) the law of any state), then such federal laws shall be determined in accordance with generally accepted actuarial practices and principles to such extent govern as an effective annual to the rate of interest over which Lender may contract for, take, reserve, charge or receive under the term that the applicable Loan remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determinationDocuments.

Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America)) then, notwithstanding such provisions, 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 so result in a receipt by such Lender the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5the Lenders, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender the Lenders which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Lower Lakes the Credit Parties shall be entitled, by notice in writing to such Lenderthe Agent, to obtain reimbursement from such Lender the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender the Lenders to Lower Lakesthe Borrower. Any amount or rate of interest referred to in this Section 1.5(f) 1.3 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan Credit remains 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 pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Effective Date to the Termination Date applicable maturity date, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive absent manifest error for the purposes of such determination.